Financial Statements

Year Ended

31 December 2024

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Table of Contents

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

Lango Real Estate Limited, together with its subsidiaries (the “Group” or “Lango”) is pleased to present the consolidated financial statements for the year ended 31 December 2024 and parent company's separate financial statement for the period 26 June 2024 to 31 December 2024. The total equity of the Group stood at $251m (31 December 2024: $282m) and the Group reported a loss after tax of $90.6m (31 December 2024: $60.9m). The Company reported a loss for the period ended 31 December 2024 of $92.9m and the equity of the Company was $246m at 31 December 2024.

During the year, the holding company of the Group changed from Lango Real Estate Limited (incorporated in Mauritius) to Lango Real Estate Limited, a newly created company incorporated in United Kingdom. In September 2024, the Group acquired the ex-AttAfrica portfolio, which contributed to a gain on bargain purchase of $49.8m for the year ended 31 December 2024. More details on the acquisition of the portfolio are available in note 13 of the consolidated financial statements.

Introduction

Lango is a real estate Group focused on directly investing in prime commercial real estate assets in key gateway cities across the African continent. Lango's portfolio predominantly consists of prime A-grade office and retail assets in strategic locations. Lango's tenant base is dominated by blue-chip international and regional tenants, which is directly related to the quality of the underlying assets.

Lango aims to generate sustainable investor returns and high-quality income, with a lasting socio-economic impact, through the acquisition of prime commercial property assets in select cities across the African continent, which have a strong ability to support long term growth.

The strategy results in the creation of a portfolio with diversification across both geographies and sectors, which together with sufficient scale and associated liquidity allows the business the opportunity to benefit from a lowered cost of capital and potentially drive a premium rating, further enhancing long-term shareholder value. An investment opportunity aiming to deliver long-term investor value, with a lasting socio-economic impact.

Lango incorporates a moderate level of term gearing in the financing of its asset portfolio, with the aim of maximising efficiency and enhancing returns. Lango ultimately aims to catalyse the capital market for real estate as an asset class in Africa and plans to list on a recognised Stock Exchange in the medium term.

The Company is a private company limited by shares registered in the United Kingdom and has subsidiaries in Mauritius, Seychelles, United Arab Emirates, South Africa, Ghana, Zambia, Angola and Nigeria.

Asset overview

Lango owns 12 operating assets and 3 land parcels across the following jurisdictions. The table below discloses the breakdown of the Gross asset value of the Group as at 31 December 2024.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

The list below is full list of all assets managed by Lango as at 31 December 2024:

Strategic Overview

Lango is contractually required to achieve a listing on a recognised exchange. Lango is targeting a listing on the LSE in Q2 2026. A detailed roadmap, including the various systems, regulatory requirements, processes and people has been defined and is continuously being refined. Key strategic decisions required in the lead-up to this include the following:

Lango has always been dedicated to upholding high standards of corporate governance, ensuring transparency, accountability, and integrity in all aspects of our business. In December 2024, Lango established a new parent company in the United Kingdom, with our existing operations continuing to function under the newly incorporated UK parent structure. This strategic move marks an important step in aligning our governance practices with the regulatory requirements of the UK.

While our operations remain the same, we ensure compliance with the rules and regulations of the Parent Company's country of registration. Until December 2024, our governance framework was structured in line with the National Code of Corporate Governance (NCCG) 2016, adopted by the Government of Mauritius, which guided our operations and decision-making processes. The principles of the NCCG 2016 served as a strong foundation for our governance practices, and as we move forward, we are committed to aligning our policies with the UK Corporate Governance Code 2024 (UK Code). Our goal is to adhere to the UK Code for the year ended 31 December 2025, ensuring that we continue to meet the highest standards of governance, risk management, and transparency, while maintaining the trust and confidence of our stakeholders.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

This transition reflects our ongoing commitment to strengthening our corporate governance practices, with the aim of fostering sustainable growth and delivering long-term value to our shareholders, employees, and the communities we serve.

Operational performance

Year In review

The Group generated total gross property income of $55.9m and net property income of $42.7m for the year ended 31 December 2024 (31 December 2023: gross property income of $50.1m and net property income of $38.7m). These increases from the previous year were mainly attributed to the addition of the ex-AttAfrica portfolio, increasing the assets under management from $621m at 31 December 2023 to $835.4m at 31 December 2024.

Responsive Engagement

We have maintained a strong focus on building and nurturing relationships with our existing tenants to efficiently meet their accommodation and business needs, resulting in a favourable renewal retention rate. Our proactive, hands-on stakeholder management approach—marked by continuous engagement with property managers, the broker market, and government entities—has significantly supported the operational performance of our portfolio. This strategy not only helps retain current tenants beyond renewal periods but also facilitates the successful onboarding of new ones. Over time, we have gained valuable insights into local markets and upcoming developments, enhancing our responsiveness to factors improving portfolio efficiency. Regular engagement has enabled us to design flexible tenant incentives and leasing structures that better align with tenant needs, thereby boosting leasing activity. A prime example is The Wings, where we launched the Flexi-Wings space and continued offering attractive broker commission structures to further stimulate leasing momentum.

Responding to Challenges

Lango has proactively addressed operational issues and implemented bespoke solutions to match the needs of each asset. The Nigerian Naira further depreciated, however with proactive approach with our stakeholders and tenants, we created tailor-made solutions to assist with tenant rental affordability and to bolster tenant retention.

Tangible Results of Our Management Approach

Collection Rates: Our team's consistent management of collections and arrears has resulted in an collection rate of billed income of 93.7% for the year, with robust retail collection levels of 101.0%. Collection rates reflect total in year collections, including amounts billed in previous periods, as a percentage of total in year billed income.

Footfall Recovery: Portfolio footfall level growth for the year was 4.7%, with Ghana retail portfolio delivering growth of 5.0% compared to the prior year. This was achieved through improvements to the overall retail tenant mix .

Leasing Success: Leasing remains a core focus for our management team, and we have successfully concluded significant leasing transactions in both the office and retail sectors, whilst retaining the vast majority of tenants with expiring leases resulting in a renewal rate for the past year of 91.7%.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

Office Work Trends

A highlight for the year was the launch of “Flexi-Wings” at The Wings. Flexi-Wings is a “plug n play” furnished offering for office space at The Wings and was designed in response to international trends and adjusted for local requirements related to office equipment and services. The result has seen good take-up, including international firms taking up space within FlexiWings. In all of our Edge certified office buildings, almost all of our tenants' employees had a full return to the office following the coronavirus pandemic. We continued with enhancing amenities within our Ghana office buildings, which have been favourably received by tenants and visitors to the building. We also executed on landlord driven social initiatives aimed at enhancing our tenant's employees experience at the building, some tenants partnered with us on some of these as they saw the benefit of these social initiatives.

Financial performance

Key financial performance indicators

The key financial performance indicators during the year were as follows:

*Net Asset Value per share is the net asset value of the Group as a proportion of the number of shares issued.

*Please refer to page 76 for the reconciliation of the IFRS net asset value to INREV net asset value.

**Admin cost ratio is the total administrative expenses less depreciation as a percentage of investment properties, plant and equipment and investment in equity-accounted investees.

The Group successfully acquired 4 assets from Hyprop and Attacq during the year. The Group acquired the controlling stakes in West Hills Mall, Ikeja City Mall and Kumasi Shopping Mall and an effective stake of 46.97% in Accra Mall. The Group acquired the 4 assets at an amount below the fair market value and completed all of the transactions by 23 September 2024. The fair market value of the assets acquired amounted to $109.1m and the Group issued Class A participating shares amounting to $59.3m as purchase consideration. The Group recognized a $49.8m gain on the acquisitions. The acquisition below market value was achieved as the purchase occurred in an illiquid market with very few participants having the capability to complete a sizeable real estate transaction in Africa (outside South Africa) and hence driving down the purchase price. There is limited secondary market in most African countries. More details regarding the transaction and the gain on bargain recognised are disclosed in note 13.

This resulted in an INREV NAV increase of $109.1m for the Group in the year. The reconciliation between the IFRS NAV and the INREV NAV is disclosed on page 82.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

The Group made a loss of $90.6m for the year ended 31 December 2024 (December 2023: $60.9m) mainly as a result of the termination payment of $60.3m during the current year. Lango terminated its management agreement with its external Asset Manager, Lango Real Estate Management Limited (the “Asset Manager”), on 31 December 2024. The termination payment amounted to $60.3m and was settled through the issuance of convertible loan notes (the “Notes”) to the Asset Manager. The Group expects the Notes to be settled in equity, net of any tax, as the noteholders do not have the right to demand cash settlement, and the Company retains the discretion to settle the loan in cash only if the noteholders elect to receive shares as settlement. The termination payment was fully expensed in the Group's IFRS accounts resulting in a corresponding decrease in the NAV per share of the Group. The Group has successfully appointed all the staff from the Asset Manager with an effective date 1 January 2025 to secure business continuity.

The INREV NAV increase was further offset by the valuation decrease in the Group's investment property and most notably, a significant valuation decrease on Manda Hill Shopping Mall. The annual valuations were performed by CBRE Valuation Services (“CBRE”) who replaced Broll Valuation Services for 2024. CBRE performed the 2024 independent valuations based on a 5 to 10 year discounted cash flow model (“DCF”) (5 to 20 year DCF in 2023) which considered long term macro factors and expected rentals. Due to current vacancies, macro-economic pressures and other external factors impacting these assets within the portfolio, the valuers assumed a lower discount rate and higher exit capital rate along with reduced expected rental growth compared to the previous year, especially in Zambia, which resulted in a net reduction in the property valuation for the year ended 31 December 2024.

As a result of the of the transactions above, Lango reported an increase in INREV net assets of $68.8m (December 2023: decrease of $70.1m) for year ended 31 December 2024.

The Group INREV NAV per share is $3.83 (December 2023: $4.35) as at 31 December 2024, resulting in a 12.0% decrease (December 2023: 12.1% decrease) in the INREV NAV for the year. The Group was positively impacted by the accretive acquisitions in the year resulting in a net $0.46 per share uplift in the INREV NAV. This was however offset by the dilutionary impact of the termination payment that amounted to ($0.59) per share. The Group was negatively impacted by a reduction on its external valuations driven by a reduction in expected rental growth in the key markets. This led to a $32.6m valuation loss (December 2023: $14.5m loss) on the operating assets.

The Groups real estate assets delivered a robust performance with the Group's net property income on Lango buildings excluding ex-AttAfrica portfolio growing by 5% to $39.7m from $37.8m. The Group's acquisitions added another $3.0m of net property income since the transaction completion date of 20 September 2024 amounting to an additional 7.9% net property income growth. The acquisitions also had an impact on the geographical split with the percentage income generated in Nigeria increasing by 3% compared to prior year with the proportionate income from Zambia showing a corresponding decrease.

Whilst the liquidity shortage in Nigeria has improved since September 2023, the Nigerian Naira nonetheless significantly weakened against the USD during the year under review. This has led to significant foreign exchange losses on cash, tax and other monetary assets. During the period, the ability to hedge balance sheet exposure was severely limited due to the removal of hedging instruments. The Group was exposed to the 63% weakening of the Nigerian Naira as well as the 24% devaluation on the Ghanaian Cedi. This resulted in a foreign exchange loss of $9.2m (December 2023: $9.1m) for the period which has been considered as exceptional circumstance due to the market correction and lack of hedging options specifically related to the Nigerian Naira. As at December 2024, the Group has materially reduced its local currency balance sheet exposure, driven by the repatriation of cash, to reduce the risk of material future devaluations.

The Groups admin cost ratio increased this year to 2.04% from 1.54% in 2023. This was driven by the increase in the annual management fee payable driven by the INREV NAV increase as well as the one-off costs associated with the Group reorganisation that was successfully implemented.

The financial performance was further impacted by the delay in the receipt of capital secured in 2022. This has resulted in a delay in the settlement of debt and an increase in finance costs. The higher than anticipated debt levels, associated with the expiry of interest rate hedges in December 2023, has resulted in an increase in finance costs for the year.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

Funding update

The Group short-term and long-term debt refinancing agreement is with two financial institutions, namely Standard Bank and RMB. The 12-month restructure senior debt facilities were via a syndicated facility on revised terms. In February 2021, the restructured debt transactions were completed and also included a $25 million revolving credit facility to smooth and facilitate short-term liquidity and working capital needs.

The Group extended the first tranche of debt of $120m that expired in February 2024. The Group extended the tenure of the debt to February 2028 as an interest only facility at an improved margin. An impact of the maturity of the debt tranche relates to the extent of hedging, as the debt expiry coincides with an interest rate swap maturity with a corresponding value of $100m. Due to high interest rates, current market interest forecasts, and a potential reduction of leverage once the Company's drawn capital is injected, the Group has deemed it appropriate to delay the implementation of a replacement hedge until rates reduced. The Group successfully entered a $90m interest rate swap in October 2024 at 3.755% to hedge the first tranche of the senior debt.

The Group is exposed to $77m of debt and extended the maturity date to February 2027 taking the total value of debt refinanced in the year to $208.8m. The Group furthermore entered interest rate swaps for all the newly acquired entities at a 3.75% with the full floating rate exposure hedged up to expiry date.

The second tranche of debt expires in May 2025 and the Group made a strategic decision to extend the debt for a 12-month period and align the debt expiry date with the tranche 3 debt. The Group has commenced a strategic review of its debt facilities and intends to conclude a full restructure of its debt facilities prior to December 2025. This will enable the Group to incorporate newly acquired entities into the existing Group debt structures, time to deleverage the balance sheet and to benefit from the expected decrease in base rates prior to locking in rates.

Driven by the short-term nature of the debt maturity profile, the Board identified a material uncertainty related to going concern. The Board has considered the risk related to the short-term nature of its tranche 2 and tranche 3 debt, and the Board's opinion is that the Group will be able to refinance these facilities and will be able to continue as a going concern. Additional information regarding the material uncertainty related to going concern, the risks identified and resulting mitigations are disclosed within note 4. All debt within the Lango syndication agreement is held equally between Rand Merchant Bank and Standard Bank South Africa Group inclusive of its affiliates within the counties in which Lango operates.

Sustainability

Lango is dedicated to upholding the highest standards of Environmental, Social, and Governance (ESG) principles. We are actively pursuing IFC Edge Certification and implementing renewable energy solutions across our portfolio. Our commitment to sustainability was recognised with the achievement of EDGE Champion Status in October 2024.

Our partnership with the IFC is crucial for establishing a framework for greater collaboration, driving the real estate industry towards a lower-carbon, more resource-efficient future. This partnership aligns with our vision of sustainability and positions us as leaders in the industry. As of August 2024, 87.5% of our prime assets have obtained EDGE certification. This progress underscores our commitment to sustainability and our ability to meet ambitious targets.

We conduct detailed, per-building evaluations to ensure assets meet sustainability standards, enabling energy and water savings that support long-term goals and improve efficiency. Addressing carbon regulations, we focus on emission reductions aligned with global decarbonisation, yielding financial gains such as improved income, lower costs, and greater investment resilience. Key challenges include aligning the full portfolio with sustainability goals and mitigating risks from non-sustainable properties. We pursue a target-driven decarbonisation strategy, despite varied building performance and regulatory differences. A dedicated consultant is guiding us with specific initiatives to achieve net-zero emissions.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

We prioritise education and community support through long-term projects that develop future leaders in our operating regions. By repurposing non-core space via “Lango Plus,” we foster community use and social impact. Our “Lango Star” Initiative supports early-stage businesses with resources, training, and mentorship, enhancing our asset value while advancing employment, innovation, and decent work. We partner with education providers, such as our collaboration with Bidata and Manda Hill, to offer part-time ICT training at our IT Centre—designed for inclusivity and community development. Lango Star also offers startups access to space, facilities, and customer networks, helping unique retailers thrive and boosting foot traffic.

We are deeply committed to fostering a vibrant and inclusive workplace where diversity, equity, and inclusion are at the forefront. Our workforce is rich in professional skills, with 80% of employees having professional qualifications which is balanced across management levels (17% junior management, 31% middle management, 7% senior management, and 2% top management). We are excited about the opportunities to further enhance gender diversity,

with 65% male and 35% female employees, and ethnic diversity, with 90% Black, 6% White, and 4.5% Asian descent employees. Additionally, 31% of our team is aged 35 or younger, indicating a wealth of experience with potential for attracting younger talent. We offer an exceptional range of benefits, including flexible working hours, comprehensive wellness programmes, and competitive compensation, all designed to support our employees' well-being and growth.

Risk Management Framework

Lango has adopted an integrated and comprehensive approach to Enterprise Risk Management (“ERM”) and how the ERM framework supports the achievement of strategic objectives. The framework comprises interconnected elements which cover all key aspects of ERM, from governance to continuous improvement. The framework is also tailored to the specific needs of Lango, considering its unique business model and risk profile.

The ERM framework supports the achievement of Lango's strategic objectives in two keyways:

The ERM framework helps Lango to maintain a strong risk culture. The framework emphasizes the importance of risk awareness and accountability at all levels in the organisation. This helps to ensure that risks are identified and managed effectively throughout the Group.

Risk Governance Structure

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

Day-to-day risk management is integrated into divisions that oversee day-to-day processes, to ensure a risk culture forms an integral part of the Group's operational management processes. This bottom-up approach identifies and escalates potential risks on an expedited basis, along with the ability to implement potential risk mitigants. Each division has a designated risk representative and maintains a comprehensive risk register.

When required, an independent assurance provider conducts objective assurance by evaluating the effectiveness of risk management and internal control processes through independent reviews.

In summary, our risk management approach focusses on risk awareness, clear risk appetite definition, rapid responses to risk profile changes, and a strong risk management culture with clearly defined roles and accountability. Our organizational structure ensures involvement of senior management in all significant decisions and in-house management of asset and property management activities.

The Group's risk management practices are in place to ensure risks are identified, assessed, managed, and controlled effectively.

Principal risks and uncertainties facing the Group and the Company

The Directors are committed to ensuring that the Group and the Company operate a robust and effective risk management process that seeks to identify, assess and manage each of the various risks involved in their activities in accordance with defined policies and procedures. The principal risks that the Group and the Company face can be categorised as financial risk (such as credit risk, foreign exchange risk and liquidity risk) and operational risk. The Group's management of financial risks is described in note 24 to these financial statements.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

The Group and the Company's normal operating and financing activities expose it to a variety of financial risks. The primary financial risks are market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk. The Group and the Company's overall risk management process is designed to identify, manage, and mitigate business risk which includes, among others, financial risk. Information on the Group's and the Company's exposure to financial risks and its risk management objectives and policies, including hedge accounting, can be found in notes 24 and 25 to the consolidated financial statements.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

The following table identifies the principal risks faced by the Group and how these risks are managed.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

Streamlined Energy and Carbon Reporting requirements (SECR) disclosure

The Company is a low energy user as defined in the Streamlined Energy and Carbon Reporting Regulations and therefore does not report its energy and carbon information.

Statement on Compliance with Section 172 of the Companies Act

This statement sets out how the directors of Lango have discharged their duties under Section 172 of the Companies Act 2006, which requires directors to act in a way that promotes the success of the company for the benefit of its shareholders, while considering the broader impact of their decisions on other stakeholders, including employees, customers, service providers, the community, and the environment.

In fulfilling these duties for the year ended 31 December 2024, the Directors have had regard to the following factors, as prescribed under Section 172:

(1)     The likely consequences of any decision in the long term:

As a property investment and management company, the Directors have made decisions with a long-term view, focused on sustainable growth, value creation, and the future profitability of the company. This includes:

Property Portfolio Strategy: Our long-term investment strategy prioritises acquiring and management of high-quality retail malls and office buildings in prime locations to ensure capital appreciation and consistent rental income. Decisions around new acquisitions, developments, and divestments are guided by market trends, tenant demand, and the long-term viability of the assets.

Building Sustainability: The directors have prioritized sustainability initiatives to future-proof the Company portfolio as more so detailed under the Sustainability report.

Tenant Stability: The Directors consider the long-term relationships with tenants, ensuring that tenant mix strategies are aligned with evolving market demands (e.g., e-commerce and hybrid work environments) to ensure the resilience and profitability of the company's retail malls and office spaces.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

(2)     The interests of the company's employees:

The Directors recognize that the success of the company depends on a motivated and skilled workforce. Key actions taken include:

Employee Development and Engagement: We prioritize the training, development, and wellbeing of our employees, fostering a culture of innovation, inclusion, and collaboration.

Health, Safety, and Wellbeing: As a property management company with a large portfolio, we ensure that our employees, contractors, and visitors are safe within our buildings.

Workplace Flexibility: With the employees working in hybrid settings, the Directors have provided flexible work arrangements, enabling better work-life balance while maintaining high levels of productivity.

(3)     The need to foster the company's business relationships with service providers, customers, and others:

Building and maintaining strong relationships with key stakeholders is essential to the success of the Company. The directors have taken the following actions to promote healthy business relationships:

Retail and Office Tenant Relations: We engage closely with tenants in our malls and office spaces to understand their needs and provide a high standard of service. This includes regular communication, flexible lease terms, and offering support to tenants during difficult times (e.g., rent concessions during the COVID-19 pandemic).

Suppliers and Contractors: The Directors have ensured that service providers and contractors are selected based on their ability to deliver high-quality services and products, aligning with the Company's values of sustainability and ethical business practices. Long-term relationships are fostered with key service providers.

Customer Experience: Lango places great emphasis on delivering an outstanding experience to visitors to its retail malls, with initiatives to improve customer satisfaction and loyalty, such as enhancing mall amenities and curating a diverse retail mix that caters to consumer demand.

(4)     The impact of the Company's operations on the community and the environment:

The Company is committed to operating responsibly and sustainably in the communities where it operates. The directors have undertaken a range of initiatives to minimize environmental impact and support local communities, including:

Environmental Sustainability: Currently, 80% of our building portfolio is EDGE certified, reflecting our commitment to long-term operational efficiency, cost reduction, and compliance with evolving environmental standards. We are actively working toward achieving 100% EDGE green building certification across our portfolio, with the aim of reducing carbon emissions and supporting global sustainability objectives.

Community Engagement: The company actively engages with local communities in which its properties are located. This includes supporting local businesses, running community outreach programs, and investing in local infrastructure to enhance the surrounding area. We also support charitable causes that benefit the local community and provide spaces for community events in our malls.

Sustainable Development: We ensure that any new developments or refurbishments of our properties adhere to sustainable construction practices, including using eco-friendly materials, minimizing waste, and incorporating energy-efficient technologies.

(5)     The desirability of the Company maintaining a reputation for high standards of business conduct:

The Company strives to maintain a reputation for professionalism, ethical conduct, and integrity. The Directors ensure that the company operates with the highest standards, which is integral to maintaining the trust of stakeholders. This includes:

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

Corporate Governance: Adhering to best practices in corporate governance, ensuring transparency, accountability, and ethical decision-making. The Board conducts regular reviews of its own performance and that of its individual members.

Ethical Standards: All employees, contractors, and partners are expected to work in an ethical manner, which includes maintaining integrity in all business dealings, ensuring fairness in the treatment of stakeholders, and complying with legal and regulatory requirements.

(6)     The need to act fairly as between members of the Company:

The Directors ensure that the interests of all shareholders are taken into account and that the Company acts fairly towards all members. This includes:

Shareholder Communication: The company maintains open and transparent communication with its shareholders, providing timely updates on financial performance, strategic initiatives, and market developments.

Dividend Policy: The Directors review the Company's dividend policy regularly, balancing the need to reward shareholders with the need to reinvest in the business for growth. The decision to declare dividends is based on the company's profitability, cash flow, and capital requirements.

In conclusion, the Directors of are committed to promoting the long-term success of the company, while considering the impact of their decisions on all stakeholders, including employees, tenants, service providers, customers, the local community, and the environment. We remain dedicated to maintaining the highest standards of governance and ensuring that our actions align with our corporate values of sustainability, integrity, and corporate responsibility.

By order of the Board

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Strategic Report for the year ended 31 December 2024

Statement of Directors' responsibilities in respect of the in respect of the Strategic Report, the Directors' Report and the financial statements

The directors are responsible for preparing the Strategic Report, the Directors' Report and the Group and parent Company financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Group and parent Company financial statements for each financial year. Under that law they have elected to prepare the Group financial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the parent Company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the Group's profit or loss for that period. In preparing each of the Group and parent Company financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

By order of the Board

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Directors' Report

Directors and their interests

The Directors who served during the period from 26 June 2024 (date of incorporation) to 31 December 2024, and up to the date of the signing of the Financial Statements, were as follows:

Distributable reserves and distribution policy

The results of the Group for the year ended 31 December 2024 and the Company for the period from 26 June 2024 (date of incorporation) to 31 December 2024 are shown in the Consolidated and parent company's separate statements of profit or loss and other comprehensive income and related notes.

Details regarding the reserves of the Group and the Company are also disclosed within the consolidated statement of changes in equity and parent company's separate statement of changes in equity. The Directors did not declare any dividend for the period from 26 June 2024 (date of incorporation) to 31 December 2024.

Statement of going concern

The Directors made an assessment of the Group's and the Company's ability to continue as a going concern taking into account all available information about the future, which is at least, but is not limited to, twelve months from the date of approval of these consolidated and parent company's separate financial statements.

The Group continued to enact a proactive approach to managing its tenant and financial risks. Despite macroeconomic challenges, Lango Real Estate Limited has gone the extra mile to ensure the continued success of our buildings. As disclosed in the Going Concern note, the Directors are actively working on strategies to mitigate any concerns on the Company continuing to operate in the foreseeable future.

The main business activities of the Company and the Group are defined in the notes to the consolidated and parent company's separate financial statements. The Directors have identified events or conditions, detailed in note 4, that may cast significant doubt on the Group's and the Company's ability to continue as a going concern.

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The financial position of the Group is set out in the Financial Statements. The liquidity position and borrowing facilities of the Group are set out in note 23 to the Financial Statements.

Material uncertainty surrounding the Group is disclosed in note 4 to the Consolidated Financial Statements under basis of preparation. Having considered the Group's financial position and the Group's forecasts and projections, the Directors believe that the Group is well placed to manage its business risks successfully despite the ongoing uncertain economic climate and have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Directors' Report

Financial risk management objectives and policies

The Group uses various financial instruments including derivative financial instruments, trade and other receivables, investment in equity-accounted investees, cash and cash equivalents, interest bearing borrowings, borrowings from non-controlling interests, convertible loan notes, tenant's deposits and trade and other payables that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. All of the Group's financial instruments are of sterling denomination and the Company does not trade in financial instruments or derivatives.

The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail in note 24. The Directors review and agree policies for managing each of these risks. These policies are unchanged from the previous year.

Qualifying third party indemnity

Events after the reporting date

The Group has identified three significant events since the reporting date. More information on these significant events is disclosed in note 28.

Likely future developments

The Group will maintain a strong focus on efficiency and control of its operations. This strong focus will allow the Group to risk manage its current level of business, while providing a robust platform for managing future growth. The Group expects its growth opportunities to develop significantly, based around the following key elements:

With the structure in place to facilitate growth, the Group expects to continuously deliver exceptional service to its customers/tenants and shareholders from its balanced portfolio of assets.

Statement of corporate governance arrangements

As part of the relocation of the ultimate parent company to United Kingdom, there is an obligation by the Company and the Group to be fully compliant with all applicable UK laws and regulations as required for a private company.

Political donations

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Directors' Report

Substantial shareholding

Information regarding the company's shareholding is disclosed in note 16.

Disclosure of information to auditor

Auditors

Subsequent to the re-domiciliation of Lango Real Estate Limited from Mauritius to the United Kingdom, KPMG UK replaced KPMG Mauritius as auditors.

The auditors, KPMG UK, have indicated their willingness to continue in office and will be considered for reappointment pursuant to section 487 of the Companies Act 2006 at the next Annual Meeting.

Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and KPMG LLP will therefore continue in office for the subsequent period.

By order of the Board

Independent Auditor's report to the members of Lango Real Estate Limited

Opinion

We have audited the financial statements of Lango Real Estate Limited (“the Company”) for the period ended 31 December 2024 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated and Company Statement of Financial Position, Consolidated and Company Statement of Changes in Equity, Consolidated Statement of Cashflow and related notes, including the accounting policies in note 3.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Material uncertainty relating to going concern

We draw attention to note 4 to the financial statements which indicates that:

These events and conditions, along with the other matters explained in note 4, constitute a material uncertainty that may cast significant doubt on the group's and the parent company's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Going concern basis of preparation

The directors have prepared the financial statements on the going concern basis. As stated above, they have concluded that a material uncertainty related to going concern exists.

Our conclusion based on our financial statements audit work: we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Independent Auditor's report to the members of Lango Real Estate Limited

Fraud and breaches of laws and regulations - ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

In addition, our forensic professionals assisted us in identifying key fraud risks. This included holding a discussion with the engagement partner, the engagement manager and the audit team, and assisting with designing and executing relevant audit procedures to respond to the identified fraud risks. They also attended meetings with management/external advisers to discuss key fraud risk areas.

We communicated identified fraud risk factors throughout the audit team and remained alert to any indications of fraud throughout the audit. This included communication from the Group auditor to component auditors of relevant fraud risks identified at the Group level and requesting component auditors performing procedures at the component level to report to the Group auditor any identified fraud risk factors or identified or suspected instances of fraud.

As required by auditing standards, we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, in particular the risk that management may be in a position to make inappropriate accounting entries and the risk that rental income is overstated through fictitious recordings by way of underreporting vacancies for some properties. We also identified a fraud risk associated with the valuation of investment property because this is a significant determinant of the Net Asset Value (‘NAV') of the Company at the financial period end and NAV is used to determine the consideration for the management agreement termination, in which management have an interest.

This could result in higher NAV on which the consideration for the termination of the management agreement was based.

We did not identify any additional fraud risks.

We performed procedures including:

Independent Auditor's report to the members of Lango Real Estate Limited

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with management and the directors (as required by auditing standards), and discussed with management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations throughout our team and remained alert to any indications of noncompliance throughout the audit. This included communication from the Group auditor to component auditors of relevant laws and regulations identified at the Group level, and a request for component auditors to report to the Group audit team any instances of non-compliance with laws and regulations that could give rise to a material misstatement at the Group level.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation, and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: Property Laws and Building Regulation, Landlord and Tenant Legislation, health and safety, anti-bribery, employment law recognizing the nature of the Group's activities.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and management, and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Strategic report and director's report

The directors are responsible for the strategic report and the directors' report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.

Our responsibility is to read the strategic report and the directors' report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:

Independent Auditor's report to the members of Lango Real Estate Limited

Matters on which we are required to report by exception

We have nothing to report in these respects.

Directors' responsibilities

The purpose of our audit work and to whom we owe our responsibilities

(Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

15 Canada Square

London

E14 5GL

30^th May 2025

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Consolidated statement of profit or loss and other comprehensive income

For the year ended 31 December 2024

All operations were continuing in both current and prior years. The notes on pages 29 to 74 form an integral part of the Consolidated Financial Statements.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Consolidated statement of financial position

As at 31 December 2024

Footnote: ***Balance amounts of $1 as disclosed in note 19 (iii).

The Parent Company Statement of Financial Position is presented on page 75. The Consolidated Financial Statements of Lango Real Estate Limited (registration number 15804453) were approved and authorised for issue by the Board of Directors on the 30^th May 2025 and signed on behalf by:

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Consolidated statement of financial position

As at 31 December 2024

Footnote: ***Balance amounts of $1 as disclosed in note 19 (iii).

The Parent Company Statement of Financial Position is presented on page 75. The Consolidated Financial Statements of Lango Real Estate Limited (registration number 15804453) were approved and authorised for issue by the Board of Directors on the 30^th May 2025 and signed on behalf by:

The notes on pages 29 to 74 form an integral part of the Consolidated Financial Statements.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Consolidated statement of changes in equity

For the year ended 31 December 2024

The notes on pages 29 to 74 form an integral part of the Consolidated Financial Statements.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Consolidated statement of cash flows

For the year ended 31 December 2024

The notes on pages 29 to 74 form an integral part of the Consolidated Financial Statements.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

1.     Corporate information

Lango Real Estate Limited (United Kingdom), (the “Company”) was incorporated as a private company limited by shares in England on 26 June 2024. The Company, together with its subsidiary undertakings (collectively referred to as the “Group” or “Lango”) aim to give investors exposure to a portfolio of income generating commercial real estate assets, diversified across geographies and sectors in Africa. The Company's current mandate spans across 17 African countries, where it seeks to take advantage of the growing demand for high quality investable real estate assets, primarily in the office, retail, and industrial sectors.

Its registered office, situated in England is Suite 1, 7^th Floor 50 Broadway, London, United Kingdom, SW1H 0DB (Company registration: 15804453).

Lango Real Estate Limited is the ultimate holding company of the Group as from 24 December 2024. Prior to 24 December 2024, a private company limited by shares incorporated in the Republic of Mauritius on 31 March 2016 also called Lango Real Estate Limited (“Lango Real Estate Limited (Mauritius)”), was the ultimate holding company of the Group. Further to the re-domicile of the Group, Lango Real Estate Limited (Mauritius) is currently under liquidation.

On the 24 December 2024, the Company purchased all the shares of Lango Mauritius Limited previously held by Lango Real Estate Limited (Mauritius). The Company allocated 84,468,071 of class A share of $1 nominal value at a share premium of $3.01 to Lango Real Estate Limited (Mauritius) in exchange of the purchase of shares in Lango Mauritius Limited. After the above transaction, the Company reduced its share capital from $84,468,071 to $844,681 by reducing the nominal value of each of the 84,468,071 issued Class A Shares from $1 to $0.01. The Directors of the Company also approved the transfer of the share premium account amounting to $337,888,265 to retained earnings.

2.     Basis of preparation

These financial statements include the consolidated financial statements of the Company and its subsidiaries (“the Group”) for the year ended 31 December 2024. The parent company's separate financial statements present information about the Company and not the Group.

The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards (“UK-adopted IFRS”) and with the requirements of the Companies Act 2006 as applicable to the companies reporting under those standards. The Company has elected to prepare its parent company's separate financial statements in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework' (“FRS 101”); these are presented on pages 75 to 81. The consolidated financial statements have been prepared on the going-concern basis and were approved for issue by the Board on 30^th May 2025.

The consolidated financial statements are prepared under the historical cost convention, except for investment properties and certain financial instruments that are measured at fair value. The consolidated financial statements are presented in United States Dollars (“$”) and all values are rounded to the nearest USD thousand (“$000”) unless otherwise stated.

New and amended standards adopted by the Group

A number of new standards and amendments to standards and interpretations have been issued for the current accounting year. The Group has adopted the following new standard and amendment to the consolidated financial statements for the year ended 31 December 2024: Classification of liabilities as current or non-current liabilities (Amendments to IAS 1). Further to the adoption of the new standard, the borrowings from non-controlling interests and equity-accounted investee have been classified as non-current liabilities in these consolidated financial statements as the Group has the right to defer settlement for at least 12 months after the reporting date. The right to defer settlement should be based on substance and must exist at the reporting date. This new standard and amendment did not have any material impact on amounts recognised in prior years.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

New standards and interpretations not yet adopted by the Group

The following standards and interpretations which have been issued but are not yet effective include lack of exchangeability (Amendments to IAS 21) and presentation and disclosure in consolidated financial statements (IFRS 18). The Directors are still in the process of assessing the impact of the new standards and amendments on the consolidated financial statements.

Functional currency and presentational currency

Functional currency is the currency of the primary economic environment in which the Group operates. When indicators of the primary economic environment are mixed, the Board uses its judgement to determine the functional currency that most accurately represents the economic effect of the underlying transactions, events, and conditions.

The primary activity of the Group is to invest in real estate assets via a holding structure of unlisted private companies. The following factors have been considered in determining the functional currency:

The Board therefore considers USD as the currency that is most representative of the economic effects of the underlying transactions, events, and conditions. The performance of the Group is therefore recorded and reported to the investors in USD. The consolidated financial statements are presented in the Group's functional currency, USD. Each subsidiary of the Group has been individually assessed for its functional currency and secondary considerations such as funds from financing activities and receipts from operating activities are retained in USD.

3.     Material accounting policies

The material accounting policies which have been consistently applied for all periods presented in these consolidated financial statements are set out below, except if mentioned otherwise.

Basis of consolidation

(i)     Business combinations

The Group accounts for business combinations using the acquisition method of accounting. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a ‘concentration test' that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

The cost of the business combination is measured as the aggregate of the fair values of assets acquired, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortised as part of the effective interest rate and costs to issue equity which are included in equity.

Any contingent consideration is included in the cost of the combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of any contingent consideration are not adjusted against goodwill, unless they are valid measurement period adjustments. Instead, they will be recognised through profit and loss.

The acquirer's identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 “Business combinations” are recognised at their fair values at acquisition date, except for non-current assets (or a disposal group) that are classified as held-for-sale in accordance with IFRS 5 “Non-current assets held-for-sale and discontinued operations”, which are recognised at fair value less costs to sell.

Contingent liabilities are only included in the acquiree's identifiable assets and liabilities of an acquiree where there is a present obligation at the relevant acquisition date.

On acquisition, the Group had assessed the classification of the acquiree's assets and liabilities and reclassifies them where the classifications are inappropriate for the Group's accounting purposes. This excludes lease agreements, whose classification remains as per their inception date.

Goodwill (gain on bargain purchase) is determined as the consideration paid, plus the fair value of any shareholding held prior obtaining control, plus any non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. Where the net recognised amount of the identifiable assets acquired and liabilities assumed exceeds the fair value of the consideration transferred (including the recognised amount of any non-controlling interest in the acquiree), this excess is recognised immediately in consolidated statement of profit or loss and other comprehensive income.

Any goodwill arising is not amortised but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. Goodwill arising on the acquisition of foreign entities is considered an asset of the relevant foreign entity. In such cases the goodwill would be translated to the functional currency of the Company at the end of each reporting period with any adjustment recognised in equity through other profit of loss.

A business combination involving entities or businesses under common control is a business combination in which all the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory. Business combinations under common control are disclosed in note 4.

(ii)     Investment in subsidiaries

The consolidated financial statements of the Group include those of the holding company and its subsidiaries. The results of the subsidiary are included from the date control of the subsidiary is obtained (i.e., effective date of acquisition) until the date that control of the subsidiary is lost (i.e. disposal date).

Subsidiaries are all entities controlled by the Company. The Company controls an entity when it is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

(iii)     Non-controlling interests

Non-controlling interests in the net assets of consolidated subsidiaries are identified and recognised separately from the Group's interest therein and are recognised within equity. Losses of subsidiaries attributable to non-controlling interests are allocated to the non-controlling interest even if these result in a debit balance being recognised for a non-controlling interest.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

Transactions which result in changes in ownership levels, where the Group has control of the subsidiary, both before and after the transaction, are regarded as equity transactions and are recognised directly in the consolidated statement of changes in equity.

The difference between the fair value of consideration paid or received and the movement in the non-controlling interest for such transactions are recognised in equity attributable to the owners of the parent.

Where a subsidiary is disposed of and a non-controlling shareholding is retained, the remaining investment is measured to fair value with the adjustment to fair value recognised in consolidated statement of profit or loss and other comprehensive income as part of the gain or loss on disposal of the controlling interest.

The Group uses the proportionate method for the valuation of its non-controlling interests at each reporting period.

(iv)     Investments in equity accounted investees

The Group's interest in equity-accounted investee comprise interests in associates. Associates are all entities over which the Group has significant influence but not control over the financial and operating policies and are generally accompanied by a shareholding of between 20% and 50% of the voting rights.

Investments in equity accounted investees are accounted for by the equity method and are initially recognised at cost, including transaction costs.

Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and other comprehensive income of equity-accounted investee, until the date on which significant influence ceases.

(v)     Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Gross property income

The Group earns income from acting as a lessor in operating leases. Revenue from the letting of investment property comprises of gross rental income, retail parking income and recoveries of operating costs, net of value added tax.

Details related to the nature and measurement of key sources of gross property income are set out below:

Rental income

Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease term and is included in gross property income in the consolidated statement of profit or loss and other comprehensive income.

Recoveries of costs from lessees, are separately disclosed under gross property income in the “Recoverable property expenses” line and the associated costs are disclosed under property related expenses. Rental income from lease agreements fall under the scope of IFRS 16.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

IFRS 16 Leases applies to all leases, including subleases, except for:

Municipal recoveries and service fee income

Municipal recoveries and service fee income are chargeable to tenants for services, mainly for common area services such as cleaning and maintenance, lighting, provision of water supply, refuse removal, water and waste services, landscaping and gardening, electrical and water pump maintenance management, security services, pest control, third-party liability insurance covering all classes of risk for the common area. Municipal recoveries and service fee income are recognised over the period for which the services are rendered, and corresponding expenses are matched in line with the requirements of IFRS 15 Revenue from contracts with customers.

The Group acts as a principal in respect of these costs and therefore municipal recoveries and service fee income are presented as gross property income.

Marketing income

Marketing income are income paid by tenants for marketing, public relations, and promotions in respect of the investment properties. The revenue from marketing is recognised over time.

Lease incentives

The Group may provide certain incentives for the lessee to enter into lease agreements. Initial periods of the lease term may be agreed to be rent-free or at a reduced rent. All incentives are recognised as an integral part of the net consideration agreed for the use of the leased asset, irrespective of the incentive's nature or form or the timing of payments. The Group recognises the aggregate cost of incentives as a reduction of rental income over the lease term, on a straight-line basis.

Tenant incentives are capitalised at initial recognition and recognised as investment property. They are recognised as a deduction of the lease income over the lease term on the same basis as the lease income.

Termination Payment

A termination payment may arise from the cessation of an employee's or contractor's employment or service agreement, either due to voluntary resignation, termination by the employer, or the expiration of a contract.

Termination payments may also arise due to termination of the management agreement. Details of termination payments made during the year are disclosed in note 23.

Investment properties

Investment property is recognised as an asset when, and only when, it is probable that the future economic benefits that are associated with the investment property will flow to the Group, and the cost of the investment property can be measured reliably.

Investment property which is property held to earn rental income and/or for capital appreciation is initially measured at cost, including transaction costs. Subsequent to initial recognition, investment property is carried at fair value at the end of reporting period. External, independent valuation companies, with professionally qualified valuers and recent experience in the locations and categories of properties being valued, value the Group's investment property portfolios on at least an annual basis. Gains and losses arising from changes in the fair value are included in the consolidated statement of profit or loss and other comprehensive income for the period in which they arise. All gains/(losses) are unrealised.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

When the use of a property changes such that it is reclassified as property, plant, and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.

Investment property is derecognised when it is disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in consolidated statement of profit or loss and other comprehensive income in the period of derecognition.

Under IAS 40 “Investment Property”, property that is under construction or development for future use as investment property is within the scope of IAS 40. As the fair value model is applied, such property is measured at fair value. However, where the fair value of investment property under redevelopment is not reliably measurable, the property would be measured at cost until the fair value of the investment property under redevelopment is complete.

For the purposes of measuring deferred tax liabilities arising through investment properties, the Group has determined that the carrying amount of its investment property is recovered entirely through sale.

Tenant incentives relate to initial direct costs incurred by lessors in making alterations, installations, decorations, and other tenant improvement work as required by the lessee. These are added to the carrying amount of the leased asset, and they are recognised as a deduction of the lease income over the lease term on the same basis as the lease income.

Financial instruments

Recognition and initial measurement

Financial instruments comprise of trade and other receivables, cash and cash equivalents, interest bearing borrowings, derivative financial instruments, convertible loan notes, borrowings from non-controlling interests and equity-accounted investee and trade and other payables.

Trade receivables are initially recognised when they originate at the transaction price. All other non-derivative financial instruments are recognised initially when the Group becomes a party to the contractual provisions of the instruments.

Cash flow hedges are initially recognised at fair value at the date the derivative contracts are entered into and subsequently remeasured at fair value.

Financial assets and financial liabilities at fair value through profit or loss are measured initially at fair value, with transaction costs recognised in the consolidated statement of profit or loss and other comprehensive income. Financial assets or financial liabilities not at fair value through profit or loss are measured initially at fair value plus transaction costs that are directly attributable to its acquisition or issue.

Classification

Financial assets and financial liabilities

The Group classified its financial assets and financial liabilities into the following categories:

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

Financial liabilities classified at amortised cost include:

Convertible loan notes have been classified as financial liabilities as although the notes have a conversion option, they are not convertible into a fixed number of shares.

The classification depends on the Group's business model for managing the financial assets and liabilities as well as the contractual terms of the cash flows of the financial asset or liability.

The Group reclassifies financial instruments when and only when its business model for managing those assets liabilities changes.

Subsequent measurement

Trade and other receivables

Trade and other receivables are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt instrument that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in consolidated statement of profit or loss and comprehensive income when the asset is derecognised or impaired.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances on hand, cash deposited with financial institutions and other shortterm liquid assets that are readily convertible to a known amount of cash. Cash and cash equivalents are initially measured at fair value and subsequently measured at amortised cost.

Trade and other payables

Trade and other payables are initially measured at fair value and are subsequently measured at amortised cost.

Any amounts received from tenants that relate to periods after the financial period end are recognised as deferred income and included under trade and other payables.

Interest bearing borrowings

Interest bearing borrowings are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Interest bearing borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.

Convertible loan notes

Convertible loan notes are classified as debt. They are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. The Group may elect to recognise a portion of the convertible loan notes at fair value.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

Interest related to the financial liability is recognised in the consolidated statement of profit or loss and other comprehensive income.

Derivative financial instruments

The Group uses derivative financial instruments to hedge exposures to financial risks, such as interest rate risks arising in the normal course of business. All derivative instruments are measured at fair value upon initial recognition and re-measured to fair value at each subsequent reporting date. The net gain or loss on the fair value of the derivative financial instrument is recognised in the consolidated statement of profit or loss and other comprehensive income. As the derivative financial instruments are used to manage financial risks, the Group applies hedge accounting to manage volatility in consolidated statement of profit or loss and other comprehensive income.

Cash flow hedges

Cash flow hedges are used to hedge the risk of variability in cash flows related to interest bearing borrowings carried on the consolidated statement of financial position.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised as other comprehensive income and accumulated in the cash flow hedge reserve. The ineffective portion is recycled to the consolidated statement of profit or loss and other comprehensive income.

Note 25 sets out details of the fair values of the derivative instruments used for hedging purposes and the movements in the cashflow hedge reserve.

Impairment of financial assets

The Group recognises loss allowances for Expected Credit Losses (“ECLs”) on trade and other receivables measured at amortised cost. ECLs are a probability-weighted estimate of credit losses. The Group measures loss allowances on trade and other receivables at an amount equal to lifetime ECLs.

The Group considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held). In these situations, the asset may be fully impaired.

The Group also considers its cash at bank to have a low credit risk based on external credit ratings of finance institution with which cash is held.

Presentation of allowance for ECLs in the consolidated statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

Write-off

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. However, financial assets that are written off are still subject to the enforcement activities in order to comply with the Group's procedures for recovery of amounts due.

Foreign currency

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are reported at the rates of exchange prevailing at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of profit or loss and other comprehensive income.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

Taxation including deferred tax

The tax expense for the year comprises current and deferred tax. The current tax expense reflects the expected tax payable or receivable on the taxable income or loss for the year and adjustments to the tax payable or receivable in respect of prior periods. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. Current tax is measured using tax rates enacted or substantively enacted at the reporting date in the various jurisdictions in which the Group operates.

Deferred tax assets and liabilities for the Group arise primary from temporary differences between the tax base of investment property and plant and equipment and their carrying amounts in the consolidated financial statements. Deferred tax assets may also arise in respect of unused tax losses, unused tax credits and deductible temporary differences only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax assets and liabilities are reviewed at each reporting period and any increase or decrease is recorded in the consolidated statement of profit or loss and other comprehensive income.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and where there is an intention to settle the balances on a net basis.

Share capital and share premium

The Company had Class A shares with voting rights in issue. These shares are classified as equity as they are not redeemable at the Company's option upon such terms and conditions as stated in the Company's Constitution and shall be realised through disposal of their shares either via a private secondary transaction or, following a Qualifying Initial Public Offering (“IPO”), on a recognised exchange.

Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Share premium is the amount by which the values of consideration received for Class A shares exceeds the nominal value of the shares.

Refer to note 19 for more information on the shares in issue.

4.     Critical accounting judgements and key sources of estimation uncertainty

The preparation of the consolidated financial statements requires the Group to make judgements, estimates and assumptions regarding various matters that affect the consolidated financial statements and related disclosures. The Directors believe that such judgements have a material impact on the amounts recognised in the consolidated financial statements. The Directors believe that the estimates used in preparing the consolidated financial statements are reasonable, relevant and reliable. Actual and prior year results could differ from these estimates.

Accounting estimates

Valuation of investment properties

The Group uses external professional valuers to determine the value of the investment properties. The primary source of evidence for property valuations should be recent, comparable market transactions on an arm's length basis. However, the valuation of the Group's property portfolio is inherently subjective, as it is based upon valuer assumptions and estimations that form part of the key unobservable inputs of the valuation, which may prove to be inaccurate. Further details on the valuers' assumptions, estimates and associated key unobservable inputs sensitivity disclosures, have been provided in note 12.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

Accounting judgements

(i)     Business combination and gain on bargain purchase

The acquisition of the ex-AttAfrica portfolio resulted in a gain on bargain purchase during the year. The gain on bargain purchase arose as the fair value of the assets and liabilities acquired were higher than the consideration paid for the transaction as the purchase occurred in an illiquid market with very few participants having the capability to complete a sizeable real estate transaction in Africa (outside South Africa) and hence driving down the purchase price. There is limited secondary market in most African countries. More details regarding the transaction and the gain on bargain recognised are disclosed in note 13.

(ii)     Re-organisation of the Lango Group

On 24 December 2024, following completion of a legal review and after obtaining the shareholders' and lenders' consent, a decision was made to relocate the ultimate holding company of the Group from Mauritius to the United Kingdom through a series of group re-organisation steps as set out below:

In considering the presentation of the consolidated financial statements for the year end following the group reorganisation steps, the Directors have considered the guidance in IFRS 10 “Consolidated Financial Statements” (“IFRS 10”). The Directors consider the incorporation of the Company and liquidation of Lango Real Estate Limited (Mauritius), to be for the sole purpose of re-domiciling the Group's ultimate holding company to the United Kingdom. The Directors have therefore concluded that the steps taken should be accounted for as a single transaction.

The Directors have also considered the guidance in IFRS 3 “Business Combinations” (“IFRS 3”), specifically with regards to whether this group reorganisation is within its scope. As all the combining entities are ultimately owned and controlled by the same parties both before and after the transaction, and as control is not transitory, the Directors consider the reorganisation to be outside the scope of IFRS 3 because it meets the definition of a business combination of entities under common control.

Consequently, in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” (“IAS 8”), the Directors have applied judgement to develop and apply an appropriate accounting policy for the transaction. The transfer of the economic interests in LML (being the share capital, assets and liabilities) from Lango Real Estate Limited (Mauritius) to Lango Real Estate Limited is a transfer of the ongoing business. This forms the economic substance of the transaction.

In applying the IAS 8 hierarchy, the Directors do not consider that it would be appropriate for the Company to elect to apply the acquisition method as set out in IFRS 3 since the transaction does not result in any change of economic substance. Accordingly, the Directors are of the view that the Company's consolidated financial statements should reflect the economic substance of the arrangement, being the continuation of the business and as such Lango Real Estate Limited (United Kingdom) continues to reflect the operations of the entities in the group for both the current and prior years. The financial information presented for periods prior to the transaction is that of the business. Any difference in share capital is reflected as an adjustment to equity.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

Presentation of the consolidated financial statements

The results and balances of the Group for the year ended 31 December 2023 have been presented as comparative of the Group to the year ended 31 December 2024 as if the Company was the parent of the Group from the beginning of the earliest period presented. This approach reflects the rationale that, although Lango Real Estate Limited (United Kingdom) (the “Company”) was only recently incorporated, the Group's business operations were ongoing throughout. The continuation accounting presentation has therefore been applied to ensure the consolidated financial statements reflect the economic substance and continuity of the Group's activities.

Accordingly, the share capital and equity structure presented for both the current and comparative periods is that of Lango Real Estate Limited (United Kingdom), excluding the historical share structure of Lango Real Estate Limited (Mauritius), which was not part of the UK-headed group. Instead, the financial statements have been prepared as if Lango Real Estate Limited (United Kingdom) had always been the parent entity of the Group.

As part of this restatement, shares issued in the business combination activity of the Group are presented as equity instruments of Lango Real Estate Limited (United Kingdom). Although the form of consideration differs from that of the legacy structure, the fair value of the consideration remains unchanged from the acquisition date.

Balances and transactions historically held by Lango Real Estate Limited (Mauritius)—such as management agreements and intercompany positions—have been reviewed to determine whether they were transferred into the UK-headed group (e.g., LML or LREL UK). Items that were transferred have been included in the comparative period to ensure accurate reflection of the Group's consolidated position. This treatment is based on supporting analysis performed to validate the completeness and relevance of transferred balances. More details on the restructuring and its impact on the equity of the Group is disclosed in note 19.

(iii)     Material uncertainty relating to going concern

The Directors' assessment of the Group and Company's ability to continue as a going concern is required when approving the financial statements. The Directors have modelled a 'base case' and a 'severe but plausible downside' scenario of the Group and Company's expected liquidity and covenant position as a going concern assessment period through to December 2026, which is a period of at least 12 months following the approval of these consolidated financial statements. The Director's going concern assessment has involved a comprehensive review of the Group's risk register, an analysis of trading performance both pre and post year-end, extensive consultations with independent property valuers, and a review of operational indicators and economic data relevant to the Group's markets. As part of this, the Group and Company have several secured financing facilities that contain covenants requiring the Group and Company to maintain specified financial ratios including the loan to value (“LTV”) and Net Asset Value (“NAV”) ratios and interest cover ratios.

In assessing the Group and Company's ability to continue as a going concern, the Directors have identified several key risks that give rise to a material uncertainty. These include reliance on the successful refinancing of Tranche 2 and Tranche 3 of the Group's senior debt, amounting to $180 million and maturing in May 2025 and February 2026, respectively. There is also uncertainty surrounding the receipt of $85 million from a cornerstone investor, which remains contingent upon regulatory approvals outside the Group's control. This uncertainty has a material impact under the severe but plausible downside scenario, in which the anticipated investor funds are excluded and rental income is adversely impacted. In this scenario, the Group is forecast to breach critical financial covenants, including the Interest Cover Ratio (ICR) and the Loan-to-Value (LTV) thresholds.

Additionally, while the Group is contractually obligated to pursue a listing by June 2026, the success and timing of the IPO are not guaranteed, being subject to prevailing market conditions and regulatory developments. Taken together, these factors represent events and conditions that may cast significant doubt on the Group's and the Company's ability to continue as a going concern, and therefore indicate the existence of a material uncertainty that may affect the Group's and the Company's ability to realise assets and discharge liabilities in the normal course of business. All of these factors are discussed in further detail below.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

The forecast assumes that the Group will be able to refinance its existing debt obligations that are due to expire in May 2025, rolled monthly, and February 2026. These obligations amount to $180m representing tranches 2 (May 2025: $120m) and 3 (Feb 2026: $60m) of the senior debt arrangements under the Lango Common Terms Agreement and related facility agreements. The short term nature of the expiry was driven by management's decision to engage its lenders on a larger portfolio restructure following the successful acquisition of 4 new assets in the year. Management and the Lenders agreed that a short term roll over in light of a larger restructure is the best commercial strategy for Lango. The Group has commenced debt renewal negotiations with its lenders and intends to refinance both these tranches on broadly the same terms on which Tranche 1 was renegotiated in 2024. The Group successfully renegotiated the Tranche 1 debt in January 2024 for a new 4-year period at reduced rates. The long-term debt associated with the newly acquired assets was also renewed in the last 6 months of 2024. This means that the Group successfully negotiated and renewed external debt amounting to $198m in the last twelve month and expects to successfully renew or refinance all debts that expires within 12 months of this report.

The forecasts also assume that the receivable of $85m due from one cornerstone investor, as per their investment pursuant to the $85m capital call issued by the Group on 12 December 2022, which is expected to be concluded by June 2025. The payment was due within 10 days of the draw down notice being called and has been delayed due to an additional requirement for approval by the South African Reserve Bank (“SARB”) before funds can be transferred out of South Africa.

In response to the submission made by the Investor to the SARB on 8 May 2024, the SARB had indicated that the exchange control application was declined based on the South African National Treasury's current tax directive, whereby state-owned entities may not invest in low-tax jurisdictions and may not use low-tax jurisdictions as a conduit for offshore investments where such investments could be launched from South Africa. To address this regulatory hurdle, the Directors undertook a Group re-organisation that included the establishment of a UK-domiciled ultimate parent company. As the re-organisation was successfully implemented by 31 December 2024, this directive is no longer applicable as Lango Real Estate Limited is domiciled in the United Kingdom which is not a low tax jurisdiction. The Directors note, however, that the timing of the receipt of funds is beyond their control.

The forecasts assume that the above funding can be used to repay debt to reduce the interest cost, decrease the Group LTV position and to provide additional liquidity to the Group. If the Group is unable to obtain the required funding by December 2025, it would need to seek alternative finance arrangements, which may not be forthcoming. Consequently, these conditions represent a material uncertainty that may cast significant doubt on the Group and Company's ability to continue as a going concern.

As stipulated in the Shareholders' Agreement, the Group is contractually required to pursue a listing on a recognised stock exchange by 30 June 2026. While the timing and success of the listing are influenced by prevailing market conditions and therefore not fully within the control of the Directors, the agreement provides flexibility through Board-approved extensions—each supported by the advice and endorsement of an independent third-party financial adviser—up to a final deadline of 30 June 2028. Although a delay in the listing, driven by either the underperformance of the Group or adverse market conditions resulting in a IPO share price materially below the NAV per share, without further agreement from shareholders would trigger a shift in investment strategy towards the realisation of assets, the Board has developed a comprehensive and phased roadmap to listing, which is regularly reviewed and refined in consultation with external legal, financial, and regulatory advisors. Despite external dependencies, the Directors remain confident that the listing process will be concluded successfully within the permitted timeframe.

Mitigating Actions

In response to these uncertainties, the Company has undertaken several mitigating actions to enhance its liquidity position and ensure its ability to continue as a going concern including:

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

Base Case scenario

The base case reflects the Directors' best expectations going forward and incorporates board-approved forecasts for the relevant period, adjusted for current business changes.

Key assumptions other than those discussed above include:

Severe but plausible downside scenario

In the severe but plausible downside scenario the base case assumptions are used, and the following key adjustments were made:

Under both the base case and the severe but plausible downside scenarios the material uncertainty relating to the successful refinancing its external debt and the timing of the receipt of the funds from the investor may result in the Group and Company being unable to meet its continued obligations as they fall due and may result in covenant pressures in future measuring periods.

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

In the event that the Investor funds are not received at all the Group and the Company is expecting to meet its interest rate cover ratio for the June 2025 and the December 2025 measuring periods based on the current Net property income forecasts when the rental reduction is excluded from the forecast. When taking into account the additional rental reduction, the Group is not expected to meet its financial covenants. Additionally, a 20% reduction of the gross asset value of its investment property will also result in an LTV breach as the LTV would exceed 55%. This is considered highly unlikely as a standalone event as it will either be in conjunction with a reduction of rental, which triggers a covenant breach, or material change in market yields. Short term valuation changes of 20% have not historically been observed within prime asset categories in the African real Estate sector

The conditions represent a material uncertainty that may cast significant doubt on the Group and Company's ability to continue as a going concern. The Directors, at the time of signing, based on the considerations highlighted above, and the recently finalised Group re-organisation approval, believe that the funds will be received from the significant investor within the timelines assumed under the base case scenario, which together with other remedies that are within management's control and continued support from our existing lenders, concluded that it is appropriate to prepare the annual consolidated financial statements on a going concern basis. The Group and Company has met all the lender covenants as of 31 December 2024.

Based on the above indications the directors believe that it remains appropriate to prepare the financial statements on a going concern basis. However, the matters as set above indicates the existence of a material uncertainty related to events or conditions that may cast significant doubt on the Group's and the Company's ability to continue as a going concern and, therefore, that the Group and Company may be unable to realise their/its assets and discharge their/its liabilities in the normal course of business.

The financial statements do not include any adjustments that might be necessary if the Group or the Company is unable to continue as a going concern.

5.     Gross property income

Income derived is formalised in lease agreements maintained with tenants and include an annual escalation percentage to cover future inflationary increases.

The gross property income attributable to each geographical market for retail and office is as follows:

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

The following table sets out a maturity analysis of leases receivable, showing the undiscounted lease payments to be received under operating lease after the reporting date:

6.     Property related expenses

Property related expenses relate to expenses directly incurred in relation to the upkeep of the investment properties and discharging landlord duties as stipulated in the lease agreements.

7.     Administrative and other expenses

Administrative and other expenses include mainly asset management fees, professional fees and are made up of the following:

Lango Real Estate Limited

Consolidated Financial Statements for the year ended 31 December 2024

Parent Company Financial Statements for the period ended 31 December 2024

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

The asset management fees include director fees for services provided by directors Thomas James Reilly and Eric Hendrik Weirich and compensation for other staff members employed by the Lango Real Estate Management Limited, the Asset Manager, who provide services to the Group. Please refer to note 27 for more details.

Disclosure of Auditor's Remuneration per Companies Act (section 494)