Lango Real Estate Limited

 

Consolidated and Parent Company

 

Financial Statements

 

Year Ended

 

31 December 2025

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Table of Contents

 

Contents

Page Number

 

 

Strategic Report for the year ended 31 December 2025

3

 

 

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

18

 

 

Directors' Report

19

 

 

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

22

 

 

Consolidated statement of profit or loss and other comprehensive income

26

 

 

Consolidated statement of financial position

27

 

 

Consolidated statement of changes in equity

29

 

 

Consolidated statement of cash flows

30

 

 

Notes to the Consolidated Financial Statements

32

 

 

Parent Company's separate statement of financial position

82

 

 

Parent Company's separate statement of changes in equity

83

 

 

Parent Company's notes to the Financial Statements

84

 

 

Unaudited INREV reconciliations

91

 

 

Corporate information and professional advisers

93

 

 

Glossary of terms

94

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Strategic Report for the year ended 31 December 2025

 

Lango Real Estate Limited, together with its subsidiaries (the “Group” or “Lango”) is pleased to present the consolidated financial statements and parent company's separate financial statements for the year ended 31 December 2025.

 

On 31 December 2025, the total equity of the Group was $229m (31 December 2024: $251m) and the Group reported a loss after tax of $30.4m (31 December 2024: loss of $90.6m). The Company reported a loss for the year ended 31 December 2025 of $24.9m (period ended 31 December 2024: $92.9m) and the equity of the Company was $224m at 31 December 2025 (31 December 2024: $246m).

 

The year 2025 has been a year of progressive operational performance and strategic progress as the Group leverages the benefits of its UK domicile, an internalised management structure and full economic benefits of properties acquired in the prior year.

 

The Group acquired four prime retail assets across Ghana and Nigeria and successfully internalised the asset management function during the prior year. These acquisitions have been fully integrated into the Group and have allowed the Group to leverage its operational presence in the countries where the assets are located to consolidate its position as a key landlord in these jurisdictions. More details on the acquisition of the portfolio are available in note 13 of the consolidated financial statements.

 

The ultimate 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 during the prior year. The focus for the current year has been on balance sheet management, advancing our active asset management programme, and positioning the Group for growth.

 

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.

 

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

 

Portfolio overview

 

Lango has invested in 12 operating assets and 3 land parcels. The breakdown of the Gross Asset Value (GAV) of the Group as at 31 December 2025 is as follows:

 

Country

GAV

%

Sector

GAV

%

 

 

 

 

 

 

Ghana

$408m

51%

Office

$336m

42%

 

 

 

 

 

 

Nigeria

$281m

35%

Retail

$429m

53%

 

 

 

 

 

 

Zambia

$92m

11%

Land

$29m

4%

 

 

 

 

 

 

Mauritius

$2m

1%

Other

$2m

1%

 

 

 

 

 

 

Angola

$13m

2%

 

 

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

The list below represents all assets managed by Lango as at 31 December 2025:

 

Asset

Investment date

Geography

Sector

Gross

Lettable

Area (m2)

The Wings

12-Dec-19

Lagos, Nigeria

Office

27,021

Manda Hill Centre

30-Jul-19

Lusaka, Zambia

Retail

40,959

Stanbic Heights

12-Dec-19

Accra, Ghana

Office

19,932

Accra Financial Centre

12-Dec-19

Accra, Ghana

Office

13,912

Standard Chartered Building

12-Dec-19

Accra, Ghana

Office

12,066

Achimota Retail Centre

28-Jun-19

Accra, Ghana

Retail

14,696

Junction Mall

12-Dec-19

Accra, Ghana

Retail

11,058

Circle Mall

12-Dec-19

Lagos, Nigeria

Retail

13,935

Accra Mall

20-Sept-24

Accra, Ghana

Retail

20,651

Kumasi City Mall

20-Sept-24

Kumasi, Ghana

Retail

18,424

West Hills Mall

20-Sept-24

Accra, Ghana

Retail

27,091

Ikeja City Mall

23-Sept-24

Lagos, Nigeria

Retail

21,715

Patriota

12-Dec-19

Luanda, Angola

Land

-

Muxima

12-Dec-19

Luanda, Angola

Land

-

Royal Gardens

12-Dec-19

Lagos, Nigeria

Land

-

Total

 

 

 

241,460

 

Strategic Overview

 

Lango has committed to its shareholders to seek a listing on an approved stock exchange within the timeframes set forth in its shareholders agreement. Lango's initial timeframe to achieve such a listing was 30 June 2026, provided that the Lango Board, supported by the written opinion of an independent third party financial advisor, may extend such date by up to six calendar months at a time, and to no later than 30 June 2028, if it determines that financial market conditions are not suitable to achieving such an IPO, taking into consideration financial market conditions including tradability and the potential for the achievement of a market related total shareholders return.

 

Lango is currently targeting a listing on the London Stock Exchange (LSE). The board received an opinion from Rand Merchant Bank (a division of FirstRand Bank Limited) dated 12 February 2026 with respect to both the London Stock Exchange and the Johannesburg Stock Exchange. The Board resolved on 23 March 2026 to approve a first extension of Lango's timeline to achieve a listing to 31 December 2026. The Board will re-assess this position in the second half of 2026, and a detailed roadmap towards such a listing, including the various systems, regulatory requirements, processes and people, has been prepared and is continually being refined. Having completed the internalisation of the asset manager and UK re-domiciliation in 2024, Lango's strategic priorities for 2025 were to:

 

Strengthen the Balance Sheet: A concerted effort to complete the delayed funding of an $85m commitment. With the UK relocation now complete, regulatory hurdles have largely been resolved, and we are moving forward to ensure the flow of funds occurs as soon as possible. The planned use of funds is centred on reducing debt to bring the Group's loan-to-value (LTV) ratio to a more sustainable level and to extend the debt maturity profile of the Group for a period of 3 years or longer.

 

 

Impact Strategy: Sustainability objectives are being advanced to broaden Lango's investor appeal and position the business for a growing pool of impact-aligned capital. Aligned with our listing ambitions, we are progressing several sustainability-linked initiatives, including the implementation of Lango's Sustainable Financing Framework and the continued roll-out of EDGE Certification across the portfolio, cementing our role as a leader in African sustainable real estate. This work will allow the Group to achieve a Green Pure Play debt structure in 2026 that will be replacing the Group's Sustainable Financing Framework. This classification is market leading and confirms the Group's commitment to is sustainability objectives and commitments.

 

 

Drive Acquisition-Led Growth: Lango is actively negotiating several large asset transactions. To facilitate this growth, we have recently commenced a further capital raise of $300m, with the International Finance Corporation (IFC) and Standard Bank leading the process.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Listing Timing & Destination: The LSE and/or Johannesburg Stock Exchange (“JSE”) are listed as approved exchanges in the Shareholders Agreement. Lango has approved a strategy to list on the LSE.

 

Lango has 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 its existing operations continuing to function under the newly incorporated UK parent structure. This strategic move marks an important step in aligning the governance practices with the regulatory requirements of the UK.

 

As the Group is targeting future growth, governance and oversight remain an important part of supporting the Group's objectives. During the year, the Board considered its governance arrangements, including Board composition, oversight structures and overall effectiveness. The principles of the UK Corporate Governance Code (2024) were considered as a reference point in this process. While the Group does not yet comply with all provisions of the Code, the Board considers it a useful benchmark and will continue to develop the Group's governance arrangements over time in a manner appropriate to the Group prior to the LSE listing target date.

 

Our goal is to work towards meeting the highest standards of governance, risk management, and transparency, while maintaining the trust and confidence of our stakeholders. This reflects Lango's 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

 

The financial year ended 31 December 2025 was a year of consolidation and balance sheet management for Lango. This period was defined by the successful integration of the assets acquired in 2024, the improvements in the Group's occupancy rates, the internalisation and the alignment of the senior management team. We are also gearing towards the establishment of the Green Pure Play (“GPP”) debt classification. These successful initiatives that have stabilised the Group for its next phase of growth. Despite a challenging macroeconomic environment across our key markets, characterised by suppressed retail activity and high interest rates, Lango delivered a credible operational performance. This was underpinned by the quality of our prime real estate portfolio and our proactive, hands-on asset management approach.

 

Lango has benefitted in this financial year from the full extent of strategic initiatives completed in the prior year, which include the acquisition of four prime retail assets from the ex-AttAfrica portfolio and the successful internalisation of the previous external asset manager. These actions have increased the scale and income-generating capacity of the Group, reduced single asset performance risk, and streamlined our operating structure.

 

Performance of the portfolio

 

Active management and strategic acquisitions drove strong operational metrics across the portfolio, demonstrating the durability of our income streams and the appeal of our assets to high-quality tenants. The Group generated gross property income amounting to $80.8m (2024: $55.9m) and net property income of $58.1m (2024: $42.7m).

 

The increases from the previous year were mainly attributed to the full year impact of the 2024 acquisitions. Assets under management declined from $835.4m as at 31 December 2024 to $796.3m as at 31 December 2025, primarily due to a downward revaluation of investment properties.

 

Fundamental indicators - 31 December 2025

Office

Retail

Total Lango portfolio

Vacant (m2)

14,224

10,606

24,830

GLA (m2)

72,931

168,528

241,459

Vacancy rate

19.5%

6.3%

10.3%

Rent escalation rate on USD leases

2.8%

3.1%

3.0%

WALE

1.8

2.2

2.0

Rent/m2/month (US$)

44.81

20.53

26.76

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Fundamental indicators - 31 December 2024

Office

Retail

Total Lango portfolio

Vacant (m2)

14,160

15,385

29,545

GLA (m2)

72,109

168,526

240,635

Vacancy rate

19.6%

9.1%

12.3%

Rent escalation rate on USD leases

2.1%

2.9%

2.6%

WALE

2.7

2.0

2.3

Rent/m2/month (US$)

40.96

21.63

26.32

 

Responsive Engagement

 

During the 2025 financial year, the Group experienced significant anchor tenant related developments across both Ghana and Nigeria. In Ghana, the exit of one of the market's largest anchor tenants, Shoprite, led to the decline in the fair value of investment properties during the year. While the exit of Shoprite did not affect occupancy levels, as trading at the site has continued with a new tenant, rental levels have reduced significantly on these leases for 2026 and beyond. Management is actively engaging with the new operator to build a strong and collaborative relationship to support long-term performance of the asset.

 

In Nigeria, Retail Supermarkets Nigeria, trading as Shoprite, the anchor tenant at both Circle Mall and Ikeja City Mall has faced sustained operational and financial difficulties. This has affected their ability to trade effectively and maintain the expected standard of offering within the centres. Management has initiated the process to facilitate the orderly exit of this anchor tenant from both locations. Concurrently, active engagement is underway with identified prospective replacement anchors, including operators in the grocery segment and other categories, with the aim of enhancing the overall retail mix.

 

A key consideration in the assessment of potential replacement tenants is their ability to commence trading without delay, ensuring uninterrupted service to customers and supporting the continued vibrancy of the centres.

 

Lango has proactively addressed operational issues and implemented bespoke solutions to match the needs of each asset. The local currencies of where the currencies are located has strengthened in the period with improved USD availability in the markets. This currency stabilisation has reduced pressure on tenant rentals after a sustained period of currency devaluations. This, together with decreases in inflation and interest rates in these jurisdictions and globally over the last 24 months is filtering through to tenants and supports the sustainability of the USD based income stream. With that in mind we continue engagement with our stakeholders and tenants to created tailor-made solutions to optimise rental growth 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 a collection rate of billed income of 97.3% (31 December 2024: 93.7%) for the year, with robust retail collection levels of 103.6% (31 December 2024: 101.0%). Collection rates reflect total in year collections, as a percentage of total in year billed income.

 

Footfall Recovery: Portfolio footfall level growth for the year was 2.3% (31 December 2024: 4.7%), with the Ghana retail portfolio delivering growth of 3.6% (31 December 2024: 5.0%) compared to the prior year. This was achieved through improvements to the overall retail tenant mix. Footfall within the Nigerian portfolio declined by 9.8%, primarily due to operational disruptions experienced by Shoprite during the period.

 

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 90.6% (31 December 2024: 91.7%).

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Retail Portfolio Operational Review

 

Building on the preceding discussion regarding anchor tenants, the contracts currently under negotiation have exerted downward pressure on investment property valuations, with proposed rental rates falling below the exit rentals achieved under the previous operator. Portfolio occupancy closed at 93.7% across the retail assets, supported by the commencement of Melcom's tenancy at Achimota Retail Centre. In addition, the assets acquired in the prior year-which now comprise 36% of the Group's GLA-have completed a full reporting cycle and have contributed positively to the operating performance of the retail portfolio.

 

Office Portfolio Operational Review

 

The office portfolio is comprised predominantly of large corporate tenants and has therefore remained stable. However, key vacancies within the portfolio, particularly at The Wings, continue to exert pressure on investment property valuations. Notwithstanding these vacancies, two of the largest tenants within the office portfolio have remained in occupation beyond their respective lease expiry dates, including one tenant at The Wings, thereby providing some support to occupancy levels and income continuity.

 

Financial performance

 

Key financial performance indicators

 

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

 

 

2025

2024

 

$000s

$000s

 

 

 

Gross property income (note 5)

80,806

55,849

Net property income (note 5)

58,108

42,664

Loss for the financial year

(30,403)

(90,639)

Foreign exchange gains / (losses) (note 7)

3,789

(9,220)

Net Asset Value (NAV) per share*

$2.69/share

$2.65/share

 

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

 

 

2025

2024

Other indicators

$000s

$000s

 

 

 

INREV NAV*

420,053

449,511

 

 

 

INREV NAV per share

$3.33/share

$3.83/share

Administrative cost ratio**

1.74%

2.04%

 

*Please refer to page 91 for the reconciliation of the IFRS net asset value to INREV net asset value.

 

**Administrative 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 gross revenue income for the current year stood at $80.8m (2024: $55.8m) and net property income stood at $58.1m (2024: 42.7m) as a result of the economic benefits derived from the four assets acquired during the prior 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 during the prior year. The Group acquired the assets at an amount below the fair market value and completed the transaction 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 in the prior year. 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.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

During the current year, the Company issued an additional 655,880 $0.01 Class A shares in respect of the acquisition of the AttAfrica portfolio as contingent consideration due to the delay in the flow of the committed capital by a cornerstone investor as at 31 December 2024. This resulted in an increase of shares granted to the sellers. A loss on bargain purchase amounting to $2.6m has been recognised during the current year. During the current year, the Group purchased the remaining stake of 6.6% and the shareholder loan in Junction Mall through one of its subsidiaries for a total consideration of $1.4m. This acquisition was strategic in nature to reduce disruptions in the Group's operations and to ensure the asset can be appropriately managed while it is under operational pressure.

 

The above resulted in an INREV NAV decrease of $29.2m for the Group in the current year (31 December 2024: increase of $109.1m). The reconciliation between the IFRS NAV and the INREV NAV is disclosed on page 91.

 

The Group made a loss of $30.4m for the year ended 31 December 2025 (December 2024: loss $90.6m) mainly due to fair value losses on investment properties, with significant valuation decrease on Oando Wings Development Limited and the impact of the exit of Shoprite from Ghana on the Ghanaian retail portfolio. The annual valuations were performed by CBRE Valuation Services (“CBRE”). CBRE performed the independent valuations based on a 5-to-10-year discounted cash flow model (“DCF”) 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 Nigeria, which resulted in a net reduction in the property valuation for the year ended 31 December 2025.

 

A termination payment adjustment of $7m was made on Tranche B of the convertible loan notes for the year ended 31 December 2025, after taking into account its expected probability of the expiry of the obligation. The tranche was originally set to be settled in shares on 31 December 2025, conditional on the receipt of $85m from a cornerstone investor. The settlement date has been extended to 30 June 2026 in a tiered manner with 50% of the loan notes maturing by 31 March 2026 and the remaining 50% by 30 June 2026. The settlement date is also conditional upon receipt of the funds by that date. More details have been disclosed in note 23.

 

The Group INREV NAV per share is $3.33 (December 2024: $3.83) as at 31 December 2025, resulting in a 13.1% decrease (December 2024: 12.0% decrease) in the INREV NAV for the year driven by the impact due to the valuation the investment property assets.

 

The Group has continued to grow in the period with the Group's net property income increasing 36% from $42.7m to $58.1m. The increase can be split between the Lango buildings excluding ex-AttAfrica portfolio growing by 12% to $44m from $39m driven by increased rentals in Office tenants in Nigeria and full year impact of leases in the Ghana retail portfolio. The asset acquisitions in 2024 added a further $12m to net property income due to the full year impact (12 months in 2025 vs 3 months in 2024).

 

The Group has also experienced a stabilisation of the local currencies of the countries it operates in in 2025. This has resulted in a currency gain on the net assets that is holds in local currency including withholding tax certificates held and due from tenants. As at December 2025, 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 Group's administration cost ratio decreased during the current year to 1.74% from 2.04% in the prior year. This was driven by a 17% decrease in administration fees during the current year compared to the prior year as a result of savings made on asset management fees from the internalisation of the asset manager.

 

The financial performance was, and the strength of the Group's balance sheet, remains 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. This has increased the pressure on the Group's loan to value (LTV) ratio's which was 53.88% at 31 December 2025 (2024: 50.87%). The Group's historic interest cover ratio improved to 1.61 (2024: 1.55) and forecast interest cover ratio decreased to 1.61 (2024: 2.28). Whilst the Board is optimistic that the receipt of capital will be concluded successfully, the impact of these delays on the financial position of the Group is disclosed in detail in the Directors assessment of the Group's ability to continue as a going concern in note 4.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Funding update

 

The Group's short-term and long-term debt financing agreement is with two financial institutions, namely Standard Bank and RMB. The Group has $180m of debt that is due to expire within 12 months from the balance sheet date. The Group is in the process to extend the full $180m facility by a further 3-year period whilst reducing the debt margin to 4.90%. The Group has agreed commercial terms with its lenders are in the process of finalising the legal procedures to conclude the transaction. At the signature date of these accounts, the debt repayment date has been deferred by the lenders to 10 April 2026.

 

During the year, the Group extended the Tranche 2 of the Standard Bank facility of $120m that expired in February 2025 to February 2026 on improved terms. Tranche 1 of debt of $120m was successfully extended to February 2028 during the prior period. Tranche 2 and 3, a combined $180m of debt, mature in February 2026 and have therefore been classified as short-term in nature.

 

Management is working with its lenders to extend the senior debt facilities of the portfolio acquired in the prior year as part of a wider debt restructuring program prior to expiry of the debt. The Group has now further progressed its refinancing program with an offer from existing lenders on this debt as follows:

 

Refinanced $107.6m senior debt facilities, inclusive of minority portion of these facilities, for 3 years from February 2027 to February 2030, priced at 3-month term SOFR + 5.10%.

 

During the year, the Group successfully entered a $30m interest rate swap at 3.72%, which expires in February 2028, and a $20m interest swap at 4.050%, which matured in February 2026, to hedge Tranche 1 and Tranche 2 respectively.

 

The Board continues to monitor the Group's debt maturity profile. While the short-term nature of certain facilities had previously given rise to a material uncertainty regarding going concern, the successful refinancing of Tranche 2 and Tranche 3 will significantly improve the Group's debt maturity profile. The Board remains of the opinion that the Group will be able to refinance its facilities as required and continue as a going concern. Additional information regarding the material uncertainty risks identified and mitigations are disclosed within note 4.

 

In parallel, the Group is revising the targets for its Sustainable Finance Framework, including the integration of the former AttAfrica assets, on a simplified Green Pure Play basis. This initiative is expected to yield an additional 5 basis point debt cost saving and has concluded the agreements in Q1 2026.

 

During the year, the Group has drawn down $3.5m from its revolving credit facility (RCF) of $25m. The facility is available to support the Group's working capital and general corporate funding requirements.

 

Sustainability

 

Lango remains committed to upholding the highest standards of Environmental, Social and Governance (ESG) practice across its portfolio. In FY25, we embedded a decarbonisation pathway, advanced green-building certifications, and refined our Sustainable Finance Framework to more closely link environmental performance with our cost of capital. Our long-standing partnership with the International Finance Corporation (IFC) continues to underpin this strategy, including participation in the EDGE and GRIP programmes, which provide technical guidance on resource-efficient buildings and climate-risk management.

 

By 31 December 2025, 91% of our prime assets by gross lettable area were EDGE-certified (11 of 12 buildings), up from 87.5% in the prior year. Ikeja City Mall is targeted for certification in 2026, with our stated ambition to achieve 100% portfolio certification by end-FY26. Collectively, our EDGE-certified assets deliver on average 33% energy savings, 29% water savings, and approximately 3,714 tCO2e of verified annual emissions reductions, reinforcing both the financial and environmental case for our green-building strategy.

 

During the year, we also streamlined our Sustainable Finance Framework around a single high-impact KPI: maintaining Green Pure Play status by ensuring at least 90% of GLA remains EDGE-certified. Achieving this secures a forward looking 0.05% reduction in interest expense per annum on our senior debt facilities, while remaining cost-neutral for tenants.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Social Impact

 

Our social-impact programme remains focused on education, skills development and enterprise support within the communities surrounding our assets in Ghana, Nigeria and Zambia. Flagship initiatives in FY25 included the advanced learning and IT excellence centre at Manda Hill in Lusaka, bursary schemes in Ghana, and support for schools and early-childhood education in markets such as Accra and Lagos.

 

Through the Lango Plus concept, we repurpose non-core space within our centres for community use and learning. Meanwhile, the Lango Star initiative nurtures emerging businesses by providing affordable space, mentorship and access to customer footfall at assets such as Manda Hill, Achimota Retail Centre and Junction Mall. These programmes are complemented by circular-economy and recycling partnerships (including past initiatives such as Trashy Bags Africa at Achimota), SME fairs and local brand incubators, all of which contribute to job creation, entrepreneurship, and more sustainable consumption patterns.

 

Our social-investment budget of approximately $100,000 supported flagship projects and annual interventions. We are progressively strengthening impact-measurement frameworks to better link outcomes, such as jobs supported and learners reached, to our strategic priorities.

 

People and Culture

 

FY25 was a pivotal year for our people. We completed the internalisation of our management company and transitioned our core team onto Lango's payroll, while continuing to work closely with on-site property-management partners. At year-end, our combined workforce totalled 141 people (Lango and property-management staff), with 69% aged 35 or under and women representing 35% of the workforce. This is supported by a Board-level ambition to achieve at least 33% female representation over time. We maintained strong ethnic diversity, with 93% of team members from under-represented ethnic groups, 82% of whom occupy middle, senior or top-management roles. This reflects our firm commitment to inclusion across all organisational levels.

 

Our employee value proposition includes competitive compensation, hybrid-working arrangements where appropriate, structured performance management and development, and access to an Employee Assistance Programme offering 24/7 confidential counselling, crisis support, coaching and digital wellbeing tools. Clear policies on conduct, health and safety, and human rights support a respectful and inclusive workplace, and we continue to invest in embedding ESG considerations into day-to-day decision-making.

 

Risk Management Framework

 

Lango has adopted an integrated and comprehensive approach to Enterprise Risk Management (“ERM”) that aligns with strategic objectives. This framework encompasses interconnected elements addressing all key aspects of ERM-from governance to continuous improvement-and is tailored to Lango's unique business model as a cross-border African real estate institutional investor and risk profile.

 

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

 

It allows Lango to identify and understand the risks that could impact its ability to achieve its strategic objectives. This enables Lango to develop and implement risk management strategies to mitigate these risks.

 

 

It enables Lango to make informed decisions about its strategic priorities, by understanding its risk profile. Lango can allocate resources to the areas where they are most needed and reduce exposure to unnecessary risks.

 

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.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

For the 2025 reporting period, the Group has enhanced the framework through the design of Risk Monitoring Controls solution which has become operational in Q1 of 2026. This systemic shift supports Lango's strategic goals in three primary ways:

 

Systemic Oversight: It replaces manual risk tracking with automated, checklist-driven monitoring, ensuring that mitigating actions for "Critical" risks (e.g., IPO Readiness and Tenant Arrears) are executed on schedule.

 

 

Informed Decision-Making: By quantifying the gap between inherent and residual risk, the framework allows Exco to allocate capital and resources to high-exposure areas.

 

 

Risk Culture & Accountability: The framework decentralises risk ownership; each division now utilises a risk compliance tracker to track progress on specific "Checklist Items," embedding accountability at the management level.

 

Risk Governance Structure

 

Committee / Team

Key responsibility

Board of Directors

The Board of Directors bears ultimate responsibility for risk management and maintaining a robust internal control system.

The Board defines the Group's risk appetite, aligning risk tolerance with strategic objectives and the external operating environment.

Audit & Risk Committee (“ARC”) & Sustainability Committee (“SC”)

ARC and SC provide oversight and assurance, with the ARC evaluating the effectiveness of risk management and internal controls throughout the year.

Executive Directors (“Exco”) and the Management

Risk Committee(“MRC”) chaired by the Chief Financial Officer (“CFO”)

The Group considered its operational risk framework and has determined that the day-to-day risk management of the Group will be actively managed by the Executive Directors (“Exco”) and the Management Risk Committee(“MRC”) chaired by the Chief Financial Officer (“CFO”).

Principal risks are assessed and monitored by the ARC, with appropriate mitigation measures implemented.

Internal risk management team

The internal risk management team coordinates risk management activities, embedding risk management and internal controls into the Group's operations, culture, and decision-making processes.

 

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 works with risk management team to design and evaluate the effectiveness of risk management and internal control processes and supports the implementation of corrective actions.

 

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. 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. A detailed table of these principal risks and the Group's responses and mitigation strategies is provided on pages 12-14 of the report.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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.

 

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.

 

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

 

Risk and Risk Description

Response and Mitigation

Access to equity capital risk (new shareholders):

The risk of delayed receipt of new shareholder equity capital commitments or failure to receive expected funding.

- Assess funding likelihood of receiving timely funding from the shareholder, considering their internal processes and any potential roadblocks.

- Develop contingency plans to address potential delays or funding shortfalls, such as agreeing deleverage plan with lenders or exploring alternative funding sources and agreeing these with lenders and stakeholders.

- Maintaining open communication with the shareholder and debt providers and proactively address any concerns or obstacles to funding approval.

- If necessary, considering alternative options, such as declaring the shareholder a defaulting investor or seeking legal recourse.

 

Access to equity capital risk (acquisitions):

Risk of failure to secure necessary equity capital from existing or new shareholders for strategic acquisitions which could have a negative impact on the targeted IPO due to lack of growth.

- Develop a comprehensive funding plan for acquisitions, including identifying potential sources of capital and securing necessary approvals.

- Explore various financing options, such as equity issuance, debt financing, or strategic partnerships.

- Communicate with shareholders transparently about the funding plan and any potential challenges.

 

Access to debt - re-financing risk:

Inability to refinance debt such as the Senior debt facilities and the Revolving Credit Facility (RCF) upon maturity.

- Proactive maturity management.

- Engage with diversified funding sources by exploring relationships with new lenders and alternative financing options.

- Maintain strong relationships with existing lenders to ensure continued access to financing.

- Ensure necessary documentation and approvals are in place.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Risk and Risk Description

Response and Mitigation

Access to debt risk (debt facility compliance):

The risk of breaching loan covenants, specifically the interest coverage ratio (ICR) and loan to value (LTV).

Debt facility compliance and financial ratio monitoring:

- Continuous engagement with lenders proactively to discuss the potential breach and explore possible solutions.

- Maintain a comprehensive plan to improve the ICR within a specific timeframe and agree these with lenders

- Continuously monitor the ICR and provide regular updates to lenders on the company's financial performance.

- Consider the impact of any covenant restrictions or potential breaches on the growth strategy and the going concern assessment of the Group.

 

Indexing of local currency:

The risk of Government restrictions on USD-linked indexing (de-dollarization) and/or receiving foreign currency transactions, which could impact the Group's ability to receive rental income in local currency linked to the USD.

- Closely monitor the development and implementation of the dedollarisation policy and any related regulations.

- Continuous engagement with legal counsel to understand the implications of the policy for the company's operations and lease agreements.

- Assess the potential impact of the policy on rental income and develop strategies to mitigate potential losses, such as hedging strategies or renegotiating lease agreements.

- Explore alternative financing options to reduce reliance on USD- denominated debt.

- Communicate with tenants about the potential impact of the policy and any necessary adjustments to lease agreements.

 

Currency volatility:

The risk of unexpected strengthening of the Cedi (+24% in 2025), Naira (+7.5% in 2025), and Kwacha (+3.1% in Q4 2025) impacts USD-reported financial performance of the Group, at various levels: EBITDA and investment property as well as the overall cashflow.

- Currency risk mitigation: Use hedging instruments, adjust rental agreements, review local currency costs base, explore alternative invoicing/payment methods, and consult legal experts to manage currency devaluation and regulatory compliance.

- Cost and liquidity management: Implement cost-saving measures and reduce local currency working capital balances as far as possible to reduce exposure to currency volatility.

- Diversification and advocacy: Reduce exposure by investing across regions and actively engage with authorities in Ghana, Zambia, and Nigeria to support favourable foreign exchange policies.

 

Geopolitical uncertainty risk:

The risk that ongoing geopolitical tensions, including conflicts in the Middle East and global trade disruptions, may lead to rising interest rates, tenant affordability and supply chain disruptions.

- Monitor geopolitical and macroeconomic developments, including interest rates to proactively manage interest rate increase risks.

- Engage proactively with tenants to understand cost pressures supply chain disruptions to allow for continuous trading.

- Implement currency risk mitigation strategies, including hedging and aligning lease structures to manage exposure to local currency volatility.

- Maintain diversified tenant mix and continue engagement with tenants to monitor and manage supply chain risks.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Risk and Risk Description

Response and Mitigation

Lease renegotiation risk and vacancies:

The risk of tenant seeking to renegotiate its lease agreement on unfavourable terms or shifts to local currency and lower rental escalations during renewals.

Active lease management:

- Informed decision-making: Proactively renew leases prior to expiry and ensure tenant pipeline is well established to allow for market related rental terms and replacement tenants if required.

- Strategic negotiation: Establish a strong negotiation position with readiness to reject unfavourable deals, ensuring long-term value.

- Tenant diversification: Strategy focuses on recruiting new tenants, reducing dependency on any single tenant and strengthening portfolio resilience.

Tenant arrears risk:

The risk of financial loss due to significant tenant arrears. This affects the company's cash flow and financial performance.

Systemic collection oversight:

- Implement a robust rent collection process with clear policies and procedures for addressing arrears.

- Proactively monitor tenant payment patterns and identify any signs of financial distress.

- Engage with tenants in arrears to understand their situation and explore solutions, such as payment plans or temporary rent reductions.

- If necessary, consider legal action to recover outstanding rent or negotiate lease terminations.

Key anchor tenant underperformance:

Inability of major anchors to perform per expectations, leading to income loss.

Performance monitoring:

- Actively engage with tenant management to discuss their business plans and explore options for improving performance.

- Identify and recruit new tenants to replace underperforming ones and diversify the tenant mix.

- Implement marketing and promotional campaigns to attract customers and drive foot traffic.

- Develop a contingency plan for tenant replacement and explore alternative leasing options including premises sub-divisions.

 

Property value decline:

A negative change in market conditions, negatively impacts property valuations, rental income and yields.

- Develop a long-term strategy to keep rental income stable and manage vacancy risk.

- Closely monitor the market conditions and pursue new entrants to the markets.

- Continuously track key macroeconomic indicators, industry benchmarks, and competitor valuation assumptions. This allows for early identification of potential market shifts and informs proactive adjustments to strategy.

- Strong tenant relationships, proactive rent review mechanisms, and rigorous tenant selection minimize the risk of defaults and vacancies, protecting rental income and supporting property values.

- Maintaining a prudent LTV ratio provides a buffer against property devaluation and ensures compliance with debt covenants.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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 is not required to 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 2025, the Directors have had regard to the long-term consequences of decisions, the interests of employees, the need to foster business relationships with service providers and customers, the impact on the community and environment, maintaining a reputation for high standards of business conduct, and the need to act fairly between members of the Company.

 

The factors detailing how the directors have engaged with stakeholders and considered their interests in principal decisions is provided, 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 prioritised 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.

 

(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.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

(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 minimise environmental impact and support local communities, including:

 

Environmental Sustainability: Currently, 91% 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, minimising 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:

 

Corporate Governance: Aim to adhere 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.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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 are committed to promote 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

 

 

 

 

………………………………

………………………………

Thomas James Reilly

Eric Hendrik Weirich

Chief Executive Officer

Chief Financial Officer

 

 

Date: 01 April 2026

Date: 01 April 2026

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Statement of Directors' responsibilities 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:

 

select suitable accounting policies and then apply them consistently;

 

 

make judgements and estimates that are reasonable, relevant, reliable and prudent;

 

 

for the parent Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

 

 

for the Group financial statements, state whether they have been prepared in accordance with UK-adopted international accounting standards;

 

 

assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

 

 

use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations or have no realistic alternative but to do so.

 

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

 

 

 

 

 

 

………………………………

………………………………

Thomas James Reilly

Eric Hendrik Weirich

Chief Executive Officer

Chief Financial Officer

 

 

Date: 01 April 2026

Date: 01 April 2026

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Directors' Report

 

Directors and their interests

 

The Directors who served during the year ended 31 December 2025, and up to the date of the signing of the Financial Statements, were as follows:

 

Directors during the year

Date of appointment

Thomas James Reilly

26 June 2024

 

 

Eric Hendrik Weirich

26 June 2024

 

 

Bernadette Sibusisiwe Mzobe

18 December 2024

 

 

Craig Campbell McKenzie

18 December 2024

 

 

Estienne Konrad de Klerk

18 December 2024

 

 

Valentine Chitalu

18 December 2024

 

Distributable reserves and distribution policy

 

The results of the Group for the year ended 31 December 2025 are shown in the Consolidated statement 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 a dividend for the year ended 31 December 2025 (31 December 2024: Nil).

 

Statement of going concern

 

The Directors assessed the Group's and the Company's ability to continue as a going concern considering all available information about the future, which is at least twelve months from the date of approval of these consolidated and parent company's separate financial statements, in line with the requirements of IAS 1.

 

The Group continued to enact a proactive approach to managing its tenant and financial risks. Despite macro-economic challenges, Lango Real Estate Limited remains focussed on continued success of our buildings. As disclosed in the section material uncertainty relating to going concern in note 4, 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 that indicate the existence of 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. These factors lead to material uncertainty over the Group's ability to continue as a going concern, which are disclosed in note 4 to the Consolidated Financial Statements under the basis of preparation. the

 

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. The Directors have reasonable expectations 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.

 

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 20 to the Financial Statements.

 

However, several factors lead to material uncertainty over the Group's ability to continue as a going concern, which are disclosed in note 4 to the Consolidated Financial Statements under the basis of preparation.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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 the Group's financial instruments are of dollar denomination, and the Company does not trade in financial instruments or derivatives.

 

The existence of these financial instruments exposes the Group to several 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.

 

Engagement with suppliers, customers and others in a business relationship

 

The Group understands the critical importance of engaging with our diverse stakeholder groups, which encompass investors, tenants, and other entities involved in the value chain. The Group pinpoints the key stakeholder groups based on their level of influence and the impact on them, guiding risk management and strategy development activities.

 

More details on stakeholder management are disclosed in the Strategic Report under Statement on Compliance with Section 172 of the Companies Act in these set of financial statements.

 

Qualifying third party indemnity

 

The Directors are protected by Directors and Officers Liability Insurance provided by the Company and the Group.

 

During the year and up until the date of this report, the Company and the Group maintained liability insurance and third-party indemnification provisions for its directors, under which the Company and the Group has agreed to indemnify the directors to the extent permitted by law in respect of all liabilities to third parties arising out of, or in connection with, the execution of their powers, duties and responsibilities of the Company and the Group.

 

Events after the reporting date

 

The Group has identified one significant event since the reporting date. More information on the significant event 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:

 

Capital raising;

 

 

Acquisition of strategic assets or portfolio;

 

 

Reduction of debt leverage;

 

 

Investment in people, systems, and processes;

 

 

Continued operational efficiency; and

 

 

Initial Public Offering (“IPO”).

 

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.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Statement of corporate governance arrangements

 

The Company is fully compliant with all applicable UK laws and regulations as required for a private company.

 

Political donations

 

There were no political donations during the year ended 31 December 2025 (31 December 2024: Nil).

 

Substantial shareholding

 

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

 

Disclosure of information to auditor

 

The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditor is unaware; and each Director has taken all the steps that he/ she ought to have taken as a director to make himself/ herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

 

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

 

 

 

 

 

 

 

Thomas James Reilly

Eric Hendrik Weirich

Director

Director

 

 

Date: 01 April 2026

Date: 01 April 2026

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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 year ended 31st December 2025 which comprise the Consolidated Statement of Profit and Loss and Other Comprehensive Income, Consolidated and Company Statement of Financial Position, Consolidated and Company Statement of Changes in Equity, Consolidated Statement of Cashflows and related notes, including the accounting policies in note 3.

 

In our opinion:

 

the financial statements give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2025 and of the Group's loss for the year then ended;

 

 

the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

 

 

the parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and

 

 

the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

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 Standard1. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

 

Material uncertainty related to going concern

 

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

 

Tranche 2 and Tranche 3 of the group's senior debt arrangement totaling $180m matured in April 2026. Whilst negotiations with the lenders are progressing, the group may not be able to refinance this facility to secure ongoing liquidity.

The forecasts assume an additional equity investment of $85m from a cornerstone investor, although its receipt is not under the control of the group. If this is not obtained by December 2026 this will result in covenant breaches

 

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.

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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:

 

Enquiring of directors, and inspection of policy documentation as to the Group's high-level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud.

Reading Board and audit committee meeting minutes.

Considering remuneration incentive schemes and performance targets for directors including the absolute Net Asset Value (“NAV”) and Distributable Income Per Share (“DIPS”) targets for Executive Directors' compensation

Using analytical procedures to identify any unusual or unexpected relationships.

 

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

 

We communicated identified fraud risks 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 Group and component 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 recognising rental income for exited tenants. We also identified a fraud risk related to 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 for the following:

 

As a key performance metric for Executive Directors' remuneration

To determine the consideration for the management agreement termination in which management have an interest

 

We performed procedures including:

 

Identifying journal entries and other adjustments to test at the Group level and for selected components based on risk criteria and comparing the identified entries to supporting documentation. These included those posted by senior finance management, journal entries posted to unusual account combinations and material post-closing.

Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.

The use of specialist valuers to challenge the methods and assumptions used in the valuation of investment property.

Performing year on year analytical review of rental income per tenant and investigated any significant differences.

Performing analytical review of rental income and cash receipt for rent throughout the year and investigated unusual differences.

Obtained and inspected lease agreements for all properties and assessed whether all relevant lease terms have been appropriately recorded.

 

Identifying and responding to risks of material misstatement related to 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 the directors and other management (as required by auditing standards), and from inspection of the Group's regulatory and legal correspondence and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance 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 or the loss of the Group's license to operate. We identified the following areas as those most likely to have such an effect: Property laws and Building regulations, Landlord and Tenant Legislation, health and safety, anti-bribery & corruption, and employment law, recognising 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 other management4 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 directors' 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:

 

we have not identified material misstatements in the strategic report and the directors' report;

in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Matters on which we are required to report by exception

 

Under the Companies Act 2006, we are required to report to you if, in our opinion:

 

adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent Company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

 

We have nothing to report on in these respects.

 

Directors' responsibilities

 

As explained more fully in their statement set out on page 18, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; 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; assessing the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's responsibilities

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

 

A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.

 

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

 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

 

 

 

 

 

Craig Steven-Jennings

(Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

15 Canada Square

London

E14 5GL

01 April 2026

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Consolidated statement of profit or loss and other comprehensive income

For the year ended 31 December 2025

 

 

 

2025

2024

 

Notes

$000s

$000s

 

 

 

 

Profit and Loss

 

 

 

Gross property income

5

80,806

55,849

Property related expenses

6

(22,698)

(13,185)

Net property income

 

58,108

42,664

Administrative expenses

7

(12,536)

(15,174)

Impairment losses on financial assets

7

(1,251)

(2,238)

Foreign exchange gains / (losses)

7

3,789

(9,220)

Fair value loss on revaluation of investment properties

8

(30,854)

(33,857)

Net loss on derivative financial instruments

8

(1,636)

-

(Loss) / Gain on bargain purchase

8

(2,626)

49,826

Termination payment adjustments / (Termination payment)

23

7,056

(60,276)

Finance income

9

780

922

Finance expense on finance activities

9

(36,860)

(29,802)

Finance expense on loans with related parties

9

(4,659)

(4,220)

Share of (loss) / profit of equity-accounted investees, net of tax

15

(1,955)

878

Loss before tax

 

(22,644)

(60,497)

Taxation

10

(7,759)

(30,142)

Loss for the financial year

 

(30,403)

(90,639)

Loss for the year attributable to:

 

 

 

Owners of the parent company

 

(21,342)

(84,338)

Non-controlling interest

16b

(9,061)

(6,301)

Other comprehensive loss, net of tax:

 

 

 

Items that are or may be reclassified subsequently to profit or loss

 

 

 

Cash flow hedge - effective portion of changes in fair value

25a

(2,913)

(5,743)

Total comprehensive loss of the year

 

(33,316)

(96,382)

Total comprehensive loss for the year attributable to:

 

 

 

Owners of the parent company

 

(24,255)

(90,081)

Non-controlling interest

 

(9,061)

(6,301)

 

All operations were continuing in both current and prior years. The notes on pages 32 to 81 form an integral part of the Consolidated Financial Statements.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Consolidated statement of financial position

As at 31 December 2025

 

 

 

2025

2024

 

Notes

$000s

$000s

 

 

 

 

Assets

 

 

 

Non-current assets

 

 

 

Investment properties

12

679,504

709,450

Plant and equipment

14

666

763

Investment in equity-accounted investees

15

22,132

24,087

Derivative financial instruments

25

-

969

Deferred tax assets

21

1,334

1,622

 

 

703,636

736,891

Current assets

 

 

 

Trade and other receivables

17

48,639

41,560

Derivative financial instruments

25

-

1,944

Cash and cash equivalents

18

17,480

22,143

 

 

66,119

65,647

Total assets

 

769,755

802,538

 

 

 

 

Liabilities and equity

 

 

 

Non-current liabilities

 

 

 

Interest bearing borrowings

20

196,625

256,163

Borrowings from related parties

27

46,854

43,560

Tenants' deposits

22

3,002

-

Derivative financial instruments

25

1,624

-

Deferred Income

22

1,325

6,267

Deferred tax liabilities

21

49,431

48,254

 

 

298,861

354,244

Current liabilities

 

 

 

Interest bearing borrowings

20

183,311

119,857

Convertible loan notes

23

51,950

60,276

Trade and other payables

22

26,618

25,603

Derivative financial instruments

25

12

-

Deferred Income

22

9,913

8,593

Tenants' deposits

22

2,721

5,560

Current tax liabilities

10

4,910

4,830

 

 

279,435

224,719

Total liabilities

 

578,296

578,963

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Consolidated statement of financial position (continued)

As at 31 December 2025

 

 

 

2025

2024

 

Notes

$000s

$000s

 

 

 

 

Equity

 

 

 

 

 

 

 

Share Capital

19

852

845

Share premium

 

2,748

-

Retained earnings

 

225,048

247,227

Cash flow hedge reserve

25a

-

2,913

Non-controlling interest

16b

(37,189)

(27,410)

Total equity

 

191,459

223,575

 

 

 

 

Total equity and liabilities

 

769,755

802,538

 

The Parent Company Statement of Financial Position is presented on page 82. The Consolidated Financial Statements of Lango Real Estate Limited (registration number 15804453) were approved and authorised for issue by the Board of Directors on 01 April 2026 and signed on behalf by:

 

 

 

 

 

Thomas James Reilly

Eric Hendrik Weirich

Director

Director

 

The notes on pages 32 to 81 form an integral part of the Consolidated Financial Statements.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Consolidated statement of changes in equity

For the year ended 31 December 2025

 

 

 

Share

Capital

Share premium

Retained

Earnings

Cash Flow

Hedge

Reserve

Amount attributable to owners of the

Parent Company

Noncontrolling interest

Total Equity

 

Notes

$000s

$000s

$000s

$000s

$000s

$000s

$000s

 

 

 

 

 

 

 

 

 

At 1 January 2024

 

70,311

209,112

(5,088)

7,421

281,756

(34,211)

247,545

Total comprehensive loss for the year:

 

 

 

 

 

 

 

 

Loss for the year

 

-

-

(84,338)

-

(84,338)

(6,301)

(90,639)

Other comprehensive income for the year

 

-

-

-

(5,743)

(5,743)

-

(5,743)

 

 

-

-

(84,338)

(5,743)

(90,081)

(6,301)

(96,382)

Transactions with owners:

 

 

 

 

 

 

 

 

Arising through business combinations

13

14,157

45,153

(642)

642

59,310

13,102

72,412

Share Capital Reduction

19

(83,623)

-

83,623

-

-

-

-

Share premium transferred to Retained Earnings

19

-

(254,265)

254,265

-

-

-

-

New cash flow hedges entered during the year

25

-

-

(593)

593

-

-

-

 

 

(69,466)

(209,112)

336,653

1,235

59,310

13,102

72,412

 

 

 

 

 

 

 

 

 

At 31 December

2024

 

845

-

247,227

2,913

250,985

(27,410)

223,575

 

 

 

 

 

 

 

 

 

At 1 January 2025

 

845

-

247,227

2,913

250,985

(27,410)

223,575

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Consolidated statement of changes in equity (continued)

For the year ended 31 December 2025

 

 

 

 

Share

Capital

Share premium

Retained

Earnings

Cash Flow

Hedge

Reserve

Amount attributable to owners of the

Parent Company

Noncontrolling interest

Total Equity

 

Notes

$000s

$000s

$000s

$000s

$000s

$000s

$000s

 

 

 

 

 

 

 

 

 

Total comprehensive loss for the year:

 

 

 

 

 

 

 

 

Loss for the year

 

-

-

(21,342)

-

(21,342)

(9,061)

(30,403)

Other comprehensive income for the year

 

-

-

-

(2,913)

(2,913)

-

(2,913)

 

 

-

-

(21,342)

(2,913)

(24,255)

(9,061)

(33,316)

Transactions with owners:

 

 

 

 

 

 

 

 

Issue of shares

19

7

2,748

-

-

2,755

-

2,755

Dividend payment made by subsidiary

16b

-

-

-

-

-

(570)

(570)

Acquisition of minority stake in subsidiary

16b

-

-

(837)

-

(837)

(148)

(985)

 

 

7

2,748

(837)

-

1,918

(718)

1,200

 

 

 

 

 

 

 

 

 

At 31 December 2025

 

852

2,748

225,048

-

228,648

(37,189)

191,459

 

The notes on pages 32 to 81 form an integral part of the Consolidated Financial Statements.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Consolidated statement of cash flows

For the year ended 31 December 2025

 

 

 

2025

2024

 

Notes

$000s

$000s

 

 

 

 

Cash flows from operating activities

 

 

 

Loss before tax

 

(22,644)

(60,497)

Adjusted for:

 

 

 

Depreciation of plant and equipment

14

320

297

Tenant incentives amortised

12

487

178

Share of (profit) / loss of equity-accounted investees

15

1,955

(878)

Impairment losses on financial assets

7

1,251

2,238

Foreign exchange (gains) / losses

7

(3,789)

9,220

Straight-line lease income adjustments

12

552

177

Fair value adjustments to investment properties

8

30,854

33,857

Net loss on derivative financial instruments

8

1,636

-

New hedge addition

25

-

(593)

Fair value adjustments on convertible loan notes

8

 

-

Loss / (Gain) on bargain purchase

8

2,626

(49,826)

Finance income

9

(780)

(922)

(Termination payment adjustments) / Termination payment

23

(7,056)

60,276

Finance expense on finance activities

9

36,860

29,802

Finance expense on loans with related parties

9

4,659

4,220

Operating cash flows before movements in working capital

 

46,931

27,549

Increase in receivables

 

(8,069)

(9,631)

Decrease in payables

 

(5,548)

(4,504)

Cash generated from operations

 

33,314

13,414

Income taxes paid

10

(3,308)

(2,671)

Net cash inflows from operating activities

 

30,006

10,743

Cash flows from investing activities

 

 

 

Additions of plant and equipment

14

(223)

(120)

Additions to investment properties

12

(1,947)

(1,473)

Interest and other income received

 

5,243

7,877

Cash and cash equivalent through acquisition

13

-

4,155

Net cash (outflows) / inflows from investing activities

 

3,073

10,439

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Consolidated statement of cash flows (continued)

For the year ended 31 December 2025

 

 

 

2025

2024

 

Notes

$000s

$000s

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from issue of shares

19

128

-

Settlement of borrowings from non-controlling interests

28

(1,364)

(581)

Proceeds from interest-bearing borrowings

20

3,500

-

Acquisition of minority stake

16b

(985)

 

Tax indemnities settled

23

(1,270)

-

Dividends paid to minority shareholder

16b

(570)

-

Finance expense paid

20

(37,897)

(32,192)

Net cash outflows from financing activities

 

(38,458)

(32,773)

Net decrease in cash and cash equivalents

 

(5,379)

(11,591)

Cash and cash equivalents at the beginning of the year

18

22,143

41,741

Effects of movements in exchange rates on cash held

 

716

(8,007)

Cash and cash equivalents at the end of the year

18

17,480

22,143

 

The notes on pages 32 to 81 form an integral part of the Consolidated Financial Statements.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

 

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. The Company's assets are currently present in four countries.

 

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

 

Lango Real Estate Limited became 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 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 during the period ended 31 December 2024.

 

The Company issued 655,881 shares during the year ended 31 December 2025. More details on the issue of shares are available in note 19.

 

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 2025. 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 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 82 to 90. The consolidated financial statements have been prepared on the going-concern basis and were approved for issue by the Board on 01 April 2026.

 

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

 

New standards and amendments to existing standards and interpretations have been issued for the current reporting year, including the amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates relating to lack of exchangeability. The amendment requires entities to estimate an appropriate spot exchange rate when one currency cannot be exchanged into another.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

The Directors have assessed the impact of the new standard. Although the Group operates in jurisdictions where the volume of foreign currency transactions in USD is at times limited, no parallel market exchange rates are currently utilised that affect the Group's operations. The impact of the new standard on the Group is thus not material. The Group will continue to monitor developments in this area and will apply the requirements of the amendment should such circumstances arise in the future.

 

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 amendments to the classification and measurement of financial instruments (IFRS 9 & 7- effective 1 January 2026), annual improvements to IFRS Accounting Standards (Volume 11 - effective 1 January 2026) and presentation and disclosure in the consolidated financial statements (IFRS 18 - effective 1 January 2027)).

 

The Directors have assessed the impact of amendments to the classification and measurement of financial instruments (IFRS 9 & 7- effective 1 January 2026) regarding the classification and measurement of the ESG-linked senior debt. Based on the assessment, the contractual cash flows on the ESG-inked senior debt meet the ‘solely payments of principal and interest' (SPPI) criterion and thus enhanced disclosures will be applicable to the Group as from reporting periods starting from 1 January 2026.

 

An assessment was also undertaken to determine the impact of the amendment(s) on trade receivables without significant at the amount determined by applying IFRS 15. The Directors assessed the impact of the amendment to be not material on the consolidated financial statements.

 

The Directors have not yet assessed the impact of the amendments on the presentation and disclosure in the consolidated financial statements (IFRS 18). The amendments introduce changes on the face of the income statement and disclosure of additional information in the notes to the consolidated financial statements. These are expected to have material impact on the consolidated financial statements as they will change the way the consolidated statement of profit or loss and other comprehensive income is presented. The amendments also require the disclosure of Management-defined performance measures (MPM). This assessment is set to be performed during the year ended 31 December 2026 as the amendments are applicable as from reporting periods starting from 1 January 2027.

 

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:

 

Rental income is mainly in USD and USD linked leases;

 

 

the currency in which funds from financing activities (issuing debt and equity instruments) are generated is in USD;

 

 

the currency in which receipts from operating activities are usually retained is in USD;

 

 

Transactions with subsidiaries and associates are in USD;

 

 

Cashflows from operating activities of subsidiaries is in USD or USD linked; and

 

 

Cash flows from the activities of the subsidiaries are sufficient to service existing and normally expected debt obligations without funds being made available by the reporting entity.

 

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.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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.

 

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.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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.

 

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 comprises 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.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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 falls under the scope of IFRS 16.

 

Municipal recoveries and service fee income

 

Municipal recoveries and service fee income are chargeable to tenants for services, mainly for common area services. 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 is 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 prior year are disclosed in note 23.

 

Investment properties

 

Investment property is recognised as an asset 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.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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.

 

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.

 

Leases

 

At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

 

As a lessor

When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for a major part of the economic life of the asset.

 

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 related parties 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.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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:

 

Financial assets at fair value through profit or loss: Derivative financial assets.

 

 

Financial assets at amortised cost: Trade and other receivables and cash and cash equivalents.

 

Financial liabilities classified at amortised cost include:

 

Interest bearing borrowings,

 

 

Trade and other payables,

 

 

Tenant deposits,

 

 

Borrowings from related parties, and

 

 

Tranche A of the convertible loan notes.

 

Financial liabilities classified at fair value includes:

 

Tranche B of the convertible loan notes, and

 

 

Derivative financial liabilities.

 

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. There are two tranches for the convertible notes. Tranche A is measured at amortised cost while Tranche B is measured at fair value in line with IFRS 13 - Fair Value Measurement to reflect the expected value of the contingent consideration related to receipt of the funds from the cornerstone investor.

 

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.

 

Cash and cash equivalents

 

Cash and cash equivalents comprise cash balances on hand, cash deposited with financial institutions and other short-term 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.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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.

 

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.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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.

 

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.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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 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.

 

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

 

During prior year, 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:

 

Lango Real Estate Limited (Mauritius) (“former holding company”) incorporated the Company on 26 June 2024 and the Company became a wholly owned subsidiary of Lango Real Estate Limited (Mauritius) on 17 December 2024.

 

 

Lango Real Estate Limited (Mauritius) transferred its full economic interest directly held in Lango Mauritius Limited (“LML”) (previously the former holding company's sole directly owned subsidiary), including all shares, assets and liabilities, to the Company in exchange for share capital in the Company on a share-to-share basis.

 

 

Lango Real Estate Limited (Mauritius) formally entered voluntary liquidation as part of which all of its participating shareholders received share capital in the Company in proportion of their shareholding in Lango Real Estate Limited (Mauritius).

 

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.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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.

 

Presentation of the consolidated financial statements

 

The results and balances of the Group for the year ended 31 December 2024 have been presented as comparative of the Group to the year ended 31 December 2025 as if the Company was the parent of the Group from the beginning of the prior year presented. This approach reflects the rationale that, although Lango Real Estate Limited (United Kingdom) (the “Company”) was only incorporated and parent of the Group as from December 2024, 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). The financial statements have been prepared as if Lango Real Estate Limited (United Kingdom) had always been the parent entity of the Group, even though the Company became the parent of the Group in December 2024.

 

More details on the restructuring and its impact on the equity of the Group are disclosed in note 19.

 

(iii)     Material uncertainty relating to going concern

 

Directors are required to assess the Group and Company's ability to continue as a going concern when approving the financial statements. This assessment covers a period of at least 12 months from the date of approval of these financial statements.

 

In performing this assessment, the Directors have prepared both a base case and a severe but plausible downside scenario, considering the Group and Company's expected liquidity and covenant position. The review included analysis of trading performance before and after year-end, a review of the Group's risk register, consultations with independent property valuers, and consideration of relevant operational and economic indicators.

 

The Group and Company have secured financing facilities with covenants requiring compliance with specified financial ratios, including loan-to-value (LTV), Net Asset Value (NAV), and interest cover ratios (ICR).

 

In assessing going concern, the Directors have identified the following key risks:

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Refinancing risk: Tranches 2 and 3 of the Group's senior debt, totalling $180 million, that matures on 10 April 2026. The Group is currently in advanced discussions with existing lenders and has received legal documentation; however, the refinancing had not been finalised at the date of approval of these financial statements. In addition, the Group has $90.7 million of long-term debt maturing in February 2027. Management has received term sheets from existing lenders for renewal on improved terms and has agreed commercial terms in principle

 

 

Cornerstone investor funding: The receipt of $85 million from a cornerstone investor remains subject to regulatory and investor approvals outside the Group's control. Without this funding, the Company is forecast to breach the ICR covenants over the forecast period.

 

 

Covenant compliance under downside scenario: In the severe but plausible downside scenario, the Group is forecast to breach key financial covenants, including ICR and LTV ratios and the Net asset value threshold.

 

The base case forecast assumes successful refinancing of the $180 million of debt maturing on 10 April 2026 (Tranches 2 and 3 under the Lango Common Terms Agreement). The short-term maturity reflects a strategic decision by management, agreed with lenders, to allow for a broader portfolio restructuring following the acquisition of four assets during the year. The Group intends to refinance these tranches on terms broadly consistent with those agreed for Tranche 1 in 2024.

 

The Group successfully refinanced Tranche 1 in January 2024 for a four-year term at reduced rates, and debt associated with newly acquired assets was also renewed during 2024. Based on this track record and ongoing discussions, the Directors expect that all debt maturing within the assessment period will be refinanced or extended.

 

The base case includes receipt of $85 million capital from the Investor. The funding had been delayed due to process being followed to novate the Investor's commitment to Lango Real Estate Limited (UK) following the Group restructure in December 2024. The completion of the novation process is subject to the Investor's internal governance process and the timing of the novation and receipt of funds therefore remains outside the Group's control.

 

The forecast assumes that these funds will be used primarily to reduce debt, lower interest costs, improve LTV ratios, and enhance liquidity. If the funding is not received, the Group may need to pursue alternative financing arrangements, which may not be available on acceptable terms.

 

Under the Shareholders' Agreement, the Group is required to pursue a listing on a recognised exchange by 30 June 2026. The Board has flexibility to extend this timeline, with independent adviser support, to a final deadline of 30 June 2028. While the timing and success of the IPO are dependent on market conditions, the Board has developed a detailed roadmap to listing and has already exercised an extension based on external advice. The Directors remain confident that the listing will be completed within the permitted timeframe.

 

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:

 

Contractual lease income assumes a weighted average lease expiry of 2.0 years as at 31 December 2025 and average contractual lease escalations of approximately 3.2% over the forecast period.

 

 

The successful completion of the $85m capital injection from the Investor by 30 June 2026 of which $75m will be used on 1 July 2026 to settled senior debt facilities, reducing interest charges and improving the LTV.

 

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Expected take-up of vacancies from ordinary letting activities is assumed taking into account leasing activity between the balance sheet date and the date of signing the financial statements with no additional letting assumption in the 2027 calendar year assumed.

 

 

Base interest rates are projected to decrease to approximately 3.40% (US Dollar SOFR) with no further reductions in the period.

 

 

Property valuations assume consistent discount rates and exit capitalisation rates to those applied by independent valuers for the year ended 31 December 2025.

 

The Company continues to use derivative financial instruments and has targeted hedges exceeding 85% of the debt portfolio, which over the short to medium term is expected to reduce Group finance costs as described in the Chief Financial Officer's statement.

 

Severe but Plausible Downside Scenario

 

In the severe but plausible downside scenario the base case assumptions are used with the following adjustments:

 

The investor funds of $85m are excluded from this scenario.

 

 

Interest rates are assumed to increase by approximately 1% relative to current levels compared to the base case assumptions.

 

 

Rental income reductions are applied on an asset-specific basis, including:

 

 

-

approximately 20% reductions applied to retail line shop tenants across the portfolio;

 

 

-

approximately 50% reductions on renewal of anchor tenants in Ghana and Zambia;

 

 

-

approximately 20% reductions on office lease renewals, with performing tenants assumed to continue paying contractual rent'

 

 

-

extended vacancy assumptions for certain assets, including a twenty-four-month vacancy assumption for the Ikeja property in Nigeria, compared with six months in the base case.

 

 

The Directors have assumed a property valuation in line with the reduction of the Net operating income of the underlying scenarios resulting in a 11% reduction in gross asset values attributable to the Group.

 

 

Property capital expenditure is limited to contractually committed spend at the date of this report.

 

The Directors, based on the considerations highlighted above and the recently finalised Group reorganisation, believe that the funds will be received from the cornerstone investor within the timelines assumed under the base case scenario and that continued support from existing lenders will enable the Group to meet its obligations as they fall due.

 

Accordingly, the Directors have concluded that it remains appropriate to prepare the annual consolidated financial statements on a going concern basis. The Group and Company met all lender covenants as at 31 December 2025.

 

However, the matters set out above indicate 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 assets and discharge their 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 were unable to continue as a going concern.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

(iv)     Termination payment adjustments on convertible loan notes

 

Lango has discharged its obligation to pay the Termination Payment of the asset management agreement by issuing:

 

Tranche A Lango Real Estate Convertible USD Loan Notes in the amount of $48,672,168; and

 

 

Tranche B Lango Real Estate Convertible USD Loan Notes in the amount of $11,603,804.

 

Tranche B is a convertible loan note with a gross amount of $11.6m, classified as a financial liability measured at Fair Value Through Profit or Loss (FVTPL). The settlement occurs only through equity issuance, with no cash outflow required. The settlement outcomes vary depending on receipt of committed funding by defined milestone dates.

 

The terms of the Tranche B convertible loan notes were amended in 2025 and the contractual settlement conditions are as follows:

 

By 31 March 2026: 100% settlement through equity issuance.

 

 

By 30 June 2026: 50% settlement, 50% cancelled.

 

 

After 30 June 2026: full cancellation, no settlement.

 

Based on investor approval processes and delays, management assessed probabilities as:

 

0% for full settlement,

 

 

66% for partial settlement,

 

 

33% for cancellation.

 

These probabilities reflect management's judgement of funding timelines and external approvals.

 

A probability-weighted expected value approach was applied under IFRS 13 to determine fair value.

 

     Formula: FV = Σ (probability x settlement amount x discount factor).

 

Discount rate used was a proxy based on the Group's weighted average property investment discount rate, reflecting market-participant assumptions and non-performance risk. Sensitivity analysis confirmed that reasonable changes in discount rate would not materially affect fair value.

 

Fair value of Tranche B as at 31 December 2025 was estimated to be $3.3m. This liability continues to be recognised at FVTPL until settlement or cancellation, with changes in fair value recognised in profit or loss. More details are disclosed in note 23.

 

Key judgements relate to:

 

Probability of settlement outcomes,

 

 

Use of proxy discount rate,

 

 

Assessment that settlement variability does not represent impairment or expected credit loss.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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.

 

 

2025

2024

 

$000s

$000s

 

 

 

Revenue from contracts with tenants as per IFRS 16

 

 

Contractual rental income

60,775

45,447

Parking income

2,139

1,830

Straight-line lease income adjustments

(552)

(177)

 

 

 

Recoverable property expenses and other income as per IFRS 15

 

 

Municipal recoveries

8,951

4,309

Recoverable property expenses

1,380

1,012

Service fee income

5,889

3,885

Marketing income

418

294

Other income

1,806

(751)

Gross property income

80,806

55,849

 

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

 

 

Retail

 

2025

2024

 

$000s

$000s

 

 

 

Ghana

18,436

9,108

Nigeria

15,870

5,684

Zambia

9,291

7,931

Total

43,597

22,723

 

 

 

 

Office

 

2025

2024

 

$000s

$000s

 

 

 

Ghana

21,964

20,784

Nigeria

15,245

12,342

Total

37,209

33,126

 

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:

 

 

2025

2024

 

$000s

$000s

 

 

 

Within 1 year

43,436

48,514

After 1 year, but less than 2 years

29,887

36,695

After 2 years, but less than 3 years

21,294

19,111

After 3 years, but less than 4 years

14,750

14,309

After 4 years, but less than 5 years

8,437

9,145

More than 5 years

18,663

24,950

Total leases receivable

136,467

152,724

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

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.

 

 

2025

2024

 

$000s

$000s

 

 

 

Electricity, water, and other recoverable municipal charges

8,310

4,317

Property management fees

2,368

1,668

Recoverable costs

2,792

1,898

Cleaning

687

420

Repairs and maintenance

1,291

865

Insurance

2,253

1,655

Security

680

394

Marketing

1,342

706

Other property expenses

2,974

1,262

Total property related expenses

22,697

13,185

 

7.     Administrative and other expenses

 

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

 

 

2025

2024

 

$000s

$000s

 

 

 

Administrative expenses

 

 

Depreciation

320

297

Asset management fees

-

8,541

Legal fees

460

268

Audit fees (below)

1,563

1,293

Director fees

284

50

Professional fees

1,366

1,080

Leasing costs

480

390

Employee benefits (below)

4,900

467

Due diligence fees

913

-

Expenses related to relocation of parent company to UK

105

897

Other administrative costs

2,145

1,891

Total administrative expenses

12,536

15,174

 

 

 

Difference on exchange

 

 

Foreign exchange (gains) / losses

(3,789)

9,220

Total difference on exchange

(3,789)

9,220

 

 

 

Impairment of financial assets

 

 

Impairment of trade receivables (note 17)

1,251

1,767

Total impairment of financial assets

1,251

1,767

Impairment of other assets

 

 

Impairment of withholding tax receivable

-

471

Total impairment

1,251

2,238

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

The asset management fees for the year ended 31 December 2024 included director fees for services provided by directors Thomas James Reilly and Eric Hendrik Weirich and compensation for other staff members employed by Lango Real Estate Management Limited, the Asset Manager, who provided services to the Group. Please refer to note 27 for more details.

 

During the year ended 31 December 2025, directors Thomas James Reilly and Eric Hendrik Weirich and other staff members previously employed by the Asset Manager were employed by the Group.

 

The table below shows the total remuneration for all employees paid during the years:

 

 

2025

2024

Number of employees

23

6

 

 

 

 

$000s

$000s

 

 

 

Base pay

2,075

246

Contributions to defined contribution plans

197

7

Performance related pay

2,258

198

Other employee costs

370

16

Total employee benefits

4,900

467

 

Key personnel renumeration

 

Directors and members of the Lango Group Executive Committee are considered to be key management personnel and have the authority and responsibility for planning, directing and controlling the activities of the Company. No direct fees were paid to the Executive Directors of the Company as they are employed by a subsidiary Lango Management UK Limited and Lango Management SA Pty Ltd. The remuneration for the highest paid director for the year ended 31 December 2025 was $727k inclusive of pension contributions of $43k (2024: nil).

 

 

2025

2024

 

$000s

$000s

 

 

 

Key management personnel compensation (inclusive of Group companies)

 

 

Short term employee benefits

1,900

-

Post employment benefits (pension contributions)

76

-

Total

1,976

-

 

Fees incurred for non-executive directors was as $249k for the period (2024: nil).

 

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

 

 

2025

2024

 

$000s

$000s

 

 

 

Audit of these financial statements

603

440

 

 

 

Amounts receivable by the Company's auditors in respect of:

 

 

Audit Services payable by the Company's subsidiaries

960

843

Audit-related assurance services

-

10

Total fees payable

1,563

1,293

 

Non audit services were not provided by KPMG LLP for the year ended 31 December 2025. $9.7k was incurred for non-audit services provided by KPMG for the year ended 31 December 2024.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

8.     Fair value adjustments

 

 

2025

2024

 

$000s

$000s

 

 

 

Fair value adjustments

 

 

(Loss) / Gain on bargain purchase (note 13)

(2,626)

49,826

Loss on fair value of Investment properties (note 12)

(30,854)

(33,857)

Termination payment adjustments (note 23)

7,056

-

Net loss on derivative financial instruments (note 25)

(1,636)

-

Total fair value adjustments

(28,060)

15,969

 

9.     Finance expense and finance income

 

Finance income is recognised in the consolidated statement of profit or loss and other comprehensive income for all interest - bearing financial instruments using the effective interest method. Interest expense on finance activities and interest on loans from related parties are recognised in the consolidated statement of profit or loss and other comprehensive income as they accrue using the effective interest rate method.

 

 

2025

2024

 

$000s

$000s

 

 

 

Finance income

780

922

Finance Expense

 

 

Interest expense on finance activities

(36,223)

(28,960)

Amortisation of loan issue costs

(637)

(842)

Interest on loans from related parties (note 27)

(4,659)

(4,220)

 

(41,519)

(34,022)

Net finance expense

(40,739)

(33,100)

 

10.     Tax

 

The Group operates in different jurisdictions and is thus exposed to different tax rules and rates, which range from 0% to 30%.

 

 

2025

2024

 

$000s

$000s

 

 

 

Current tax

 

 

Corporation tax on profit

3,596

879

Withholding and other taxes

2,708

2,031

 

6,304

2,910

 

 

 

Deferred tax

 

 

Origination and reversal of temporary differences (note 21)

1,455

27,232

Total tax charge for the year

7,759

30,142

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

The tax on the loss before tax differs from the standard applicable corporation tax rate in United Kingdom of 25%. The differences are explained below:

 

 

2025

2024

 

$000s

$000s

 

 

 

Loss before tax

(22,644)

(60,497)

Tax charge for year based on statutory rate of 25%

(5,661)

(15,124)

Effects of:

 

 

Expenses not deductible for tax purposes (Note 1)

834

17,375

Non-taxable income

(2,302)

(12,457)

Changes in the tax base of investment properties (Note 21)

14,552

35,695

Other tax impacts

336

4,653

Total tax charge for the year

7,759

30,142

 

Note 1: Expenses not deductible for tax purposes for the year ended 31 December 2025 includes the add back of the loss on bargain purchase on the AttAfrica transaction worth $2.6m due to its capital nature. Included in the Expenses not deductible for tax purposes is the loss recognised on the Termination payment amounting to $60.3m for the prior year. The termination payment was not tax deductible as the parent company is not expected to generate sufficient future income to offset this loss.

 

Note 2: The changes in the tax base includes combined effect of the capital allowances utilised during the current year along with the losses on the valuation of investment properties.

 

The changes in that tax base includes the impact of the non-functional currency gains recognised due to currency depreciation of the Nigerian Naira in the prior year. Material changes were also reported in the tax bases for entities in Ghana in the prior year due to the material capital allowances claimed on the assets. The capital allowances in Ghana are based on the value of the asset at acquisition, and the yearly release is thus material.

 

Other tax impacts represent the rate differences between the United Kingdom tax rate of 25% and the respective tax rates in Nigeria, Ghana, and Zambia. At 31 December 2025, the Group's tax liability amounted to $11.1m (31 December 2024: $4.8m).

 

 

2025

2024

 

$000s

$000s

 

 

 

At start of the year

4,830

4,700

Acquired through business combinations (note 13)

-

1,341

Tax expense for the year

3,596

879

Withholding and other taxes for the year

2,708

2,031

Tax and withholding taxes paid during the year

(3,308)

(2,671)

Withholding taxes accrued but not paid

(1,164)

(1,363)

Transfers to trade and other creditors and trade and other receivables

(1,752)

(87)

At end of the year

4,910

4,830

 

 

 

 

2025

2024

 

$000s

$000s

 

 

 

Tax liability

3,866

3,062

Tax provision

1,044

1,768

Current tax liabilities including provision

4,910

4,830

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

The tax provision has been booked in respect of tax treatments applied by the Group where there is uncertainty over whether the approach will be accepted by the tax authorities in the various jurisdictions within which the Group operates. The Group has taken a risk-based approach given management's tax treatments of interest income and expense in Zambia and represents management's best estimate of the amount embodying economic benefits that may be required to settle any regulatory-related exposures. The provision in the books at 31 December 2025 is $1.0m for Zambia.

 

11.     Distributions to shareholders

 

There was no distribution to shareholders for the years ended 31 December 2025 and 31 December 2024.

 

12.     Investment properties

 

 

2025

2024

 

$000s

$000s

 

 

 

Reconciliation to consolidated statement of financial position and valuations

 

 

Investment properties, net of straight-line rental income and tenant incentives

670,940

700,392

Straight-line rental income accrual

7,021

7,573

Tenant incentives

1,543

1,485

Total valuation of properties

679,504

709,450

 

 

 

Movement for the year excluding straight-line rental income accrual

 

 

At start of the year

700,392

557,733

Arising during the year

1,402

1,473

Arising through business combination (note 13)

-

175,043

Fair value adjustments on investment properties

(30,854)

(33,857)

At end of the year

670,940

700,392

 

 

 

Straight-line rental income accrual movement for the year

 

 

At start of the year

7,573

6,637

Arising during the year

(552)

(177)

Arising through business combination (note 13)

-

1,113

At end of the year

7,021

7,573

 

 

 

Tenant incentives movement for the year

 

 

At start of the year

1,485

330

Arising during the year

(487)

(178)

Additions during the year

545

-

Arising through business combination (note 13)

-

1,333

At end of the year

1,543

1,485

 

Investment properties comprise several retail properties and office properties that are leased to third parties.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Investment properties pledged as security

 

Investment properties pledged as security are as follows:

 

Investment properties with a gross market value of $762m (31 December 2024: $797m) are mortgaged to Standard Bank of South Africa Limited, Stanbic IBTC Bank Plc, Stanbic Bank Ghana Limited and RMB International (Mauritius) Limited, collectively referred to as the “Senior lenders”, to secure debt facilities amounting to $433m.

 

Valuation policy and methodology for investment properties held by the Group

 

For this reporting period, all the investment properties were valued by reputable Royal Institute of Chartered Surveyors (RICS) accredited valuation experts who have sufficient expertise in the jurisdictions where the properties are located. All valuations are performed in United States Dollars. All independent valuations have been undertaken in accordance with the RICS Valuation - Global Standards (2025) that were in effect at the relevant valuation date and are further compliant with International Valuation Standards. Market values presented by valuers have also been confirmed by the respective valuers to be fair value in terms of IFRS Accounting Standards.

 

For the entire portfolio of investment properties, independent valuations were performed by CBRE Valuation & Advisory Services using either the discounted cash flow method for all buildings or the residual valuation methodologies and comparable sales basis for land. The valuation period for the assets is 10 years under the discounted cash flow method.

 

These methodologies are based on open market values with consideration given to the future earnings potential and applying an appropriate capitalisation rate and/or discount rate to the property and country. Other significant inputs factored into account in the valuations were: vacancy rates based on current and expected future market conditions; terminal value taking into account rental, maintenance projections and vacancy expectations; and additional inputs, where applicable. Key valuation assumptions are listed below:

 

 

2025

2024

 

 

 

Reversionary capitalisation rate (Exit cap)

9.00% - 12.00%

9.00% - 12.00%

Discount rates

11.25% - 12.25%

11.50% - 12.50%

Market rental growth rates

0.00% - 9.00%

0.00% - 8.00%

 

There has been no material change to the information used and assumptions applied by the registered valuer. All key valuation assumptions are listed in the table above. Changes in fair values on investment properties are recognised in the consolidated statement of profit or loss and other comprehensive income.

 

Fair value definition and hierarchy

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.

 

For financial reporting purposes, fair value measurements are categorised into levels 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety. The three levels are explained in note 24. All the Group's investment properties are classified as level 3 in all years.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Inter-relationships between key unobservable inputs and fair value for level 3 valuations.

 

All other factors remaining constant, an increase in rental income would increase the valuation, whilst increases in nominal equivalent yields and discount rates would result in a fall in value and vice versa. However, there are inter-relationships between unobservable inputs as they are determined by market conditions. Corresponding movements in more than one unobservable input may have a complementary effect on a valuation whereas unobservable inputs moving in opposite directions may compensate each other. For example, where market rents and nominal equivalent yields increase simultaneously, the overall impact on the valuation may be minimal.

 

Information about fair value measurements using key unobservable inputs (level 3) for the year ended 31 December 2025

 

Investment

Fair value at

31 December 2025

$000s

Valuation

technique

Discount rate

Exit cap

 

 

 

Min

Max

Average

Min

Max

Average

 

 

 

 

 

 

 

 

 

Office

326,300

Discounted cash

flow method

11.75%

12.25%

12.00%

9.50%

9.75%

9.63%

Retail

347,404

Discounted cash

flow method

11.25%

12.25%

11.75%

9.00%

10.25%

9.63%

Land

5,800

Residual Land

Basis and

Comparable Sales Basis

-*

-*

-*

12.00%

12.00%

12.00%

 

 

 

 

 

 

 

 

 

Total

679,504

 

 

 

11.77%

 

 

9.65%

 

* No discount rate assumed in valuation by CBRE Valuation & Advisory Services as the value was determined by capitalising the net income in one specific year, therefore not requiring any discounting.

 

 

 

 

 

 

 

 

 

 

 

Fair value at

 

Discount rate

Exit cap

Investment

31 December 2024 $000s

Valuation technique

Min

Max

Average

Min

Max

Average

 

 

 

 

 

 

 

 

 

Office

340,900

Discounted cash

flow method

12.00%

12.50%

12.25%

9.50%

9.75%

9.63%

Retail

362,250

Discounted cash

flow method

11.50%

12.50%

12.00%

9.00%

10.25%

9.63%

Land

6,300

Residual Land

Basis and

Comparable Sales Basis

-*

-*

-*

12.00%

12.00%

12.00%

 

 

 

 

 

 

 

 

 

Total

709,450

 

 

 

12.01%

 

 

9.65%

 

* No discount rate assumed in valuation by CBRE Valuation & Advisory Services as the value was determined by capitalising the net income in one specific year, therefore not requiring any discounting.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

A quantitative sensitivity analysis for 31 December 2025 and for 31 December 2024 is shown below for the discount rate and reversionary rate which are the unobservable inputs that management considers to be most significant. The analysis is based on an adjustment to the rates of 50 basis points to make allowances for building obsolescence over the period of the cashflow. The Directors consider that the range of potential movements set out in the table below represent reasonably possible changes.

 

 

 

Impact on valuations

 

Impact on valuations

 

 

Fair value at

Change in discount rate

 

Change in exit cap

 

 

31 December 2025

-50 bps

+50 bps

-50 bps

+ 50 bps

Investment

$000s

$000s

$000s

$000s

$000s

 

 

 

 

 

 

Office

326,300

336,385

316,992

333,840

319,854

Retail

347,404

357,953

337,421

355,636

340,123

Land

5,800

-

-

9,554

2,346

Total

679,504

694,338

654,413

699,030

662,323

 

 

 

Impact on valuations

 

Impact on valuations

 

 

Fair value at

Change in discount rate

 

Change in exit cap

 

 

31 December 2024

-50 bps

+50 bps

-50 bps

+ 50 bps

Investment

$000s

$000s

$000s

$000s

$000s

 

 

 

 

 

 

Office

340,900

350,979

330,913

348,242

333,969

Retail

362,250

373,445

352,114

370,908

355,034

Land

6,300

-

-

10,062

2,855

Total

709,450

724,424

683,027

729,212

691,858

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Restrictions on the realisability of investment properties

 

There are no restrictions on the realisability of investment properties except for obtaining the lenders' consent prior to disposal of the investment properties, which have been pledged as security on the interest-bearing borrowings. More details are available in note 20: Interest bearing borrowings.

 

13.     Acquisitions

 

During the prior period, the Group acquired the ex-AttAfrica portfolio through 100% of the issued share capital of ex- AttAfrica portfolio, comprising of ex-AttAfrica Ltd, Hyprop Ikeja Mall Ltd (“Hyprop Ikeja”) and AIHI Ikeja. The acquisition was a single portfolio acquisition and was treated as a single business combination even though it involved two purchase agreements and acquisition of shares in three different entities.

 

The legal form of the transaction entailed different purchase agreements as the assets were located in different jurisdictions and the administrative procedures for the acquisition differed for each jurisdiction. The objective behind the acquisition was to acquire the business carried out by the portfolio. AttAfrica Ltd holds:

 

(i)

50% of the shares in Accra Mall Mauritius Limited which holds 93.94% effective interest in Accra Mall and 93.94% effective interest in the undeveloped Land (via a subsidiary called Petrostar International & Trading Limited); and

 

 

(ii)

98.22% of the shares in Delico Property Developments Limited (Delico). Delico owns a 100% effective interest in Kumasi City Mall and a 60% effective interest in West Hills Mall.

 

The purchase consideration of $27.3m was settled by the issue of Class A participating shares in Lango Real Estate Limited (Mauritius) on 20 September 2024 based on the net asset value per share of the Group. These shares were also issued in the Company as part of the Group re-organisation. During the prior year, the Group also acquired 100% of the total issued share capital in Hyprop Ikeja and AIHI Ikeja from Hyprop Investments (Mauritius) Limited (Hyprop Mauritius) and AIH International Limited (AIHI) respectively.

 

Hyprop Ikeja and AIHI Ikeja together hold all of the issued shares of Gruppo Investment, with Hyprop Ikeja holding 75% of the shares in Gruppo Investment Nigeria Limited (Gruppo) and AIHI Ikeja holding 25% of the shares in Gruppo Investment Nigeria Limited (Gruppo). Gruppo owns a 100% effective interest in Ikeja City Mall. The acquisition date was 23 September 2024 for Hyprop Ikeja and AIHI Ikeja.

 

The purchase consideration of shares held in AIHI Ikeja and Hyprop Ikeja was set at $7.9m and $24.1m respectively, based on the net asset value per share of the Group, and was also settled by the issue of Class A shares in Lango Real Estate Limited (Mauritius). A shareholder loan of $11.2m in AIHI Ikeja was also reassigned to Lango Mauritius Limited (LML) following the acquisition. The Directors have determined that the net asset value per share of the Group is the fair value of the shares of the Group were representative of the fair value of the shares issued.

 

The identifiable assets and liabilities acquired were independently evaluated prior to the acquisition and the Group acquired them at fair value. A gain on bargain purchase of $49.8m was made on the acquisition as the consideration paid for the acquisition was less than the fair value of the assets and liabilities acquired for the portfolio.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

The following table summarised the recognised amounts of the assets acquired, and liabilities assumed at the date of acquisition for the ex-AttAfrica portfolio:

 

 

Note

2024

 

 

$000s

 

 

 

Investment Properties

12

177,489

Plant and Equipment

14

7

Investment in equity-accounted investees

15

18,169

Derivate financial asset

25

642

Trade and other receivables*

17

8,397

Cash and cash equivalents

18

4,155

Interest bearing borrowings

20

(76,518)

Borrowings from non-controlling interests

27

(3,654)

Loan payable to shareholder*

 

(11,179)

Deferred tax liabilities

21

(1,374)

Trade and other payables

22

(3,723)

Current tax liabilities

10

(1,341)

Non-controlling interest

16b

(13,102)

Total identifiable net assets acquired

 

97,968

*The fair value of the acquired receivables was $8.4m. The gross contractual amounts receivable is $11.2m and, at the acquisition date, all of the contractual cash flows were expected to be received.

 

The gain on the acquisition of the entities recognised for the year ended 31 December 2024 was as follows:

 

 

Net Asset Value

Purchase price

Gain on bargain purchase

 

$000s

$000s

$000s

 

 

 

 

Total identifiable net assets acquired

97,968

59,310

38,658

Others

 

 

 

Reassignment of loan payable*

11,179

-

11,179

Total

109,147

59,310

49,837

 

*There was a loan payable from one of the previous shareholders in AIHI Ikeja. As part of the acquisition, the loan payable was reassigned to Lango Mauritius Limited at no consideration. This amount had not been factored into the purchase consideration and thus contributed to the gain on bargain purchase amount.

 

The Group made a gain on bargain purchase of $49.8m during the prior year from the above transactions. The gain mainly arose because the net book value of the investment properties was higher than the purchase consideration.

 

As per the share purchase agreement, a contingent consideration is payable to the previous owners of the AttAfrica portfolio, should the INREV Net Asset Value (NAV) per share fall below $4.19 due to the delay in raising committed capital of $85m before 31 December 2024. The INREV NAV per share was $4.00 at 31 December 2024.

 

An estimate of the fair value of the contingent consideration should have been made in the prior year. However, as these amounts are not material, this has been adjusted in the current year as a loss on bargain purchase of $2.6m for the issue of top-up shares in the consolidated statement of profit or loss and comprehensive income. The Company issued 655,801 Class A Shares of $0.01 to the previous owners of the AttAfrica portfolio at a share price of $4.00.

 

 

2025

2024

 

$000s

$000s

 

 

 

(Loss) / Gain on bargain purchase

(2,626)

49,837

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Acquisition related expenses amounting to $138k (2024: $233k) were incurred on the transactions and were expensed to the consolidated statement of profit or loss and other comprehensive.

 

The Group also acquired the fully issued share capital of West Africa Property Management Proprietary Limited in December 2024 at a purchase price of $26.3k.

 

The net property income of the acquired portfolio was $14.1m and loss after tax was $1.3m for the year ended 31 December 2025. The entities generated a gross property income of $22.3m during the year ended 31 December 2025.

 

The net property income of the acquired portfolio was $2.9m and the profit after tax for the acquired portfolio was $1.3m from the date of acquisition to 31 December 2024. The acquired entities generated total gross property income of $4.7m and incurred a total loss after tax of $57.7m from the date of acquisition to 31 December 2024.

 

The acquired entities' contribution to the total gross property income and net property income for the prior year ended 31 December 2024 was as follows:

 

 

Gross property income

Net property income

 

$000s

$000s

 

 

 

31 December 2025

 

 

Existing Lango buildings (excluding ex-AttAfrica portfolio) for the year ended 31 December 2025

58,513

44,026

Ex-AttAfrica portfolio for the year ended 31 December 2025

22,293

14,082

Total for Group

80,806

58,108

 

 

Gross property income

Net property income

 

$000s

$000s

 

 

 

31 December 2024

 

 

Existing Lango buildings (excluding ex-AttAfrica portfolio) for the year ended 31 December 2024

50,884

39,732

Ex-AttAfrica portfolio from date of acquisition to 31 December 2024

4,965

2,931

Total for Group

55,849

42,663

 

14.     Plant and equipment

 

 

Plant

Equipment

Total

 

$000s

$000s

$000s

 

 

 

 

Carrying amount at 1 January 2025

636

127

763

Cost

7,689

1,438

9,127

Accumulated depreciation

(7,053)

(1,311)

(8,364)

Additions

77

146

223

Depreciation for the year

(177)

(143)

(320)

Carrying amount at 31 December 2025

536

130

666

Cost

7,766

1,584

9,350

Accumulated depreciation

(7,230)

(1,454)

(8,684)

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

 

Plant

Equipment

Total

 

$000s

$000s

$000s

 

 

 

 

Carrying amount at 1 January 2024

697

236

933

Cost

7,598

1,402

9,000

Accumulated depreciation

(6,901)

(1,166)

(8,067)

Additions

91

29

120

Arising through business combination (note 13)

-

7

7

Depreciation for the year

(152)

(145)

(297)

Carrying amount at 31 December 2024

636

127

763

Cost

7,689

1,438

9,127

Accumulated depreciation

(7,053)

(1,311)

(8,364)

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

15.     Investment in equity-accounted investees

 

The equity-accounted investees are Luanda One and Accra Mall Mauritius Limited, investment holding companies domiciled in Mauritius. Accra Mall Mauritius Limited was acquired in September 2024 in the ex-AttAfrica portfolio.

 

 

2025

2024

 

$000s

$000s

 

 

 

Reconciliation of investment in equity-accounted investees

 

 

At start of the year

24,087

5,040

Arising through business combination (note 13)

-

18,169

Share of profit / (loss) of equity-accounted investees:

 

 

Total comprehensive income attributable to the Group

(1,519)

878

Dividends received from associates

(436)

-

At end of the year

22,132

24,087

 

Summarised financial information for equity-accounted investees

Equity-accounted investee

Luanda One

Accra Mall Mauritius Limited

Primary place of business and registered address

Level 3, Alexander House, 35, Cybercity Ebene, Mauritius

Level 3, Alexander House, 35, Cybercity, Ebene Mauritius,

Class of shares

Ordinary

Ordinary

Proportion of ownership interest

50%

50%

 

2025

2024

2025

2024

Summarised statement of financial position

$000s

$000s

$000s

$000s

 

 

 

 

 

Total assets

 

 

 

 

Non-current assets

-

-

33,411

35,810

Current assets

8,308

9,392

3,012

3,177

Total assets

8,308

9,392

36,423

38,987

Liabilities

 

 

 

 

Current liabilities

(253)

(159)

(215)

(47)

Total liabilities

(253)

(159)

(215)

(47)

Total Equity

8,055

9,233

36,208

38,940

Lango Group's share in total shareholders' interest

4,028

4,617

18,104

19,470

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

 

 

 

3 months

period

ended

31

December

 

 

 

 

 

 

 

 

 

 

 

 

Summarised statement of profit or loss and other comprehensive income

2025

2024

2025

2024

for equity-accounted investees

$000s

$000s

$000s

$000s

 

 

 

 

 

Post-tax profit or loss from continuing operations

(1,179)

(846)

(1,858)

2,602

Total comprehensive income

(1,179)

(846)

(1,858)

2,602

Total comprehensive income attributable to the Group

(590)

(423)

(929)

1,301

 

 

 

 

 

Dividends paid by associates

-

-

(436)

-

 

(590)

(423)

(1,365)

1,301

 

16.     Investments in subsidiaries

 

During the prior year, there was a common control transaction whereby all shares in Lango Mauritius Limited were disposed to Lango Real Estate Limited (United Kingdom) from Lango Real Estate Limited (Mauritius). Please refer to note 4 for more information on the transaction. The Company owns 100% of the shareholding in Lango Mauritius Limited, an entity incorporated in the Republic of Mauritius. The shares are not quoted in an active market. Details of all the subsidiaries in the Group are as follows:

 

Name of subsidiary

Class of shares held

Registered Address and place of incorporation and operation

Proportion of ownership interest and voting rights held by the group

 

 

 

2025

2024

Accra One

Ordinary

Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

Agridev Real Estates Limited

Ordinary

Ground Floor Shop G16 Stanbic Heights, Airport City, L15 South Liberation Road, Accra, Ghana

90

%

90

%

AIHI Ikeja

Ordinary

Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

AttAfrica Ltd

Class A & B

Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

BMR Gestao De Empreendimentos

Ordinary

Rua Samuel Bernando No. 13/15 Municipio da Ingombota, Luanda, Angola

100

%

100

%

Circle Mall SPV Limited (formerly Circle Mall Mauritius Limited)

Ordinary

Unit IH-00-01-01-OF-01, Level 1, IH-00-01-CP-05, Dubai International Financial Centre

100

%

100

%

Clubhouse Ghana Limited

Ordinary

G16 Stanbic Heights, Airport City, 215 South Liberation Road, Accra, Ghana

100

%

100

%

Clubhouse Mauritius Limited

Ordinary

Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

Delico Achimota Ghana Limited

Ordinary

Block 11, Section 158, CNR Nsawam, St Johns, Dome Road, Accra, PO Box CT 3295, Accra, Ghana

97.5

%

97.5

%

Delico Property Developments Ltd

Ordinary

Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius

98.2

%

100

%

Delico Property Investments Ghana Ltd

Ordinary

House Number 50A, Dunkonah, Mango Link, Accra, Ghana

100

%

100

%

Delico Kumasi Limited

Ordinary

House Number 8, OSU Sir Charles Quist Road, Accra, Ghana

100

%

100

%

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Name of subsidiary

Class of shares held

Registered Address and place of incorporation and operation

Proportion of ownership interest and voting rights held by the group

Fairllop Property Developers Limited

Ordinary

Management Office, Stanbic Heights, Airport City, 215 South Liberation Link, Accra, Ghana

100

%

100

%

Gardens Development Mauritius Limited

Ordinary

Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

GIAP Ghana I Ltd

Ordinary

Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

Hyprop Ikeja Mall Ltd

Ordinary

Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

Lango Mauritius Limited

Ordinary

Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

Lango Zambia I Ltd

Ordinary

Office 1, 1st Floor, DEKK Complex, P.O Box 456, Plaisance, Mahe, Republic of Seychelles

100

%

100

%

Greystone One Limited

Ordinary

6 Broad Street, Lagos State, Nigeria

100

%

100

%

Greystone One Holdings Limited

Ordinary

Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

Greystone Two Holdings Limited

Ordinary

Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

Gruppo Investment Nigeria Limited

Ordinary

Centre Management Office, Ikeja City Mall, 176/194 Obafemi Awolowo Way, Ikeja, Lagos State, Nigeria

100

%

100

%

Icon Properties Ltd

Ordinary

Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

Junction Shopping Mall Limited

Ordinary

Ground Floor, Shop G16, Stanbic Heights, Airport City, South Liberation Link, Accra, La Dade-Kotopon, Ghana

100

%

93.4

%

Lango Management Services Limited

Ordinary

Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

Lango Management UK Limited

Ordinary

Suite 1, 7th Floor, 50 Broadway, London, United Kingdom

100

%

 

%

Luanda Two

Ordinary

Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

Manda Hill Centre Limited

Class A & B

Plot 19255 Great East Road Lusaka, Zambia

100

%

100

%

Oando Wings Development Limited

Ordinary

17A, Ozumba Mbadiwe Avenue, Victoria Island, Lagos, Nigeria

99.9

%

99.9

%

Osapa -Lekki SPV Limited

Ordinary

No. 3, Hon. Yaya Dosunmu Way, Lekki Epe Express Way, Lekki Lagos, Nigeria

51

%

51

%

Patriota Mauritius Limited

Ordinary

Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

SB Wings Development Limited

Ordinary

Unit IH-00-01-01-OF-01, Level 1, IH-00-01-CP-05, Dubai International Financial Centre

100

%

100

%

Tema Retail Development Company Limited

Ordinary

Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius

100

%

100

%

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Name of subsidiary

Class of shares held

Registered Address and place of incorporation and operation

Proportion of ownership interest and voting rights held by the Group

Lango Management SA Pty Ltd (forme West Africa Asset Management Proprietary Limited)

Ordinary

2nd Floor, Cradocks Heights, 21 Cradock Avenue, Rosebank, 2193, South Africa

100

%

100

%

West Hills Mall Limited

Ordinary

House Number 50A, Dunkomah, Mango Link, Accra, Ghana

60

%

60

%

Wings SPV Limited (formerly Wings Mauritius Limited)

Ordinary

Unit IH-00-01-01-OF-01, Level 1, IH-00-01-CP-05, Dubai International Financial Centre

100

%

100

%

 

16b -      Non-controlling interest

 

The Group has minority shareholders in various subsidiary undertakings as disclosed in the table above. These noncontrolling interests held by these minority shareholders have been disclosed as equity. The table below discloses the movement in year.

 

 

2025

2024

 

$000s

$000s

 

 

 

At start of the year

(27,410)

(34,211)

Acquisition of minority stake

(148)

-

Loss for the year attributable to non-controlling interests

(9,061)

(6,301)

Dividend paid by subsidiary to NCI during the year

(570)

-

Arising through business combination (note 13)

-

13,102

At end of the year

(37,189)

(27,410)

 

During the year, the Group acquired the minority stake of 6.6% and reassigned the shareholder loan through one of its subsidiaries for $1.4m. This resulted in loss on acquisition of $837k as follows:

 

 

Net Asset

Value

Purchase price

Loss of on acquisition

 

$000s

$000s

$000s

 

 

 

 

Total identifiable net assets of acquiree

2,262

-

 

 

 

 

 

Share of net assets acquired

148

985

(837)

Others

 

 

 

Reassignment of loan payable

365

365

-

Total

513

1,350

(837)

 

The following table summarises the information related to the Group's subsidiaries that have material Non-Controlling Interests (NCIs).

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

 

Osapa-Lekki SPVLimited

West Hills Mall

 

2025

2024

2025

2024

 

$000s

$000s

$000s

$000s

 

 

 

 

 

NCI percentage

49

%

49

%

40

%

40

%

Summarised statement of financial position

 

 

 

 

Non-current assets

28,179

31,829

34,950

38,550

Current assets

2,378

1,888

3,009

4,007

Non-current liabilities

(46,316)

(49,778)

(6,336)

(3,607)

Current liabilities

(85,720)

(73,256)

(6,246)

(6,525)

Net liabilities

(101,479)

(89,317)

25,377

32,425

Net assets / (liabilities) attributable to NCI

(49,725)

(43,765)

10,151

12,970

 

 

Osapa-Lekki SPV Limited

West Hills Mall

 

2025

2024

2025

2024

 

$000s

$000s

$000s

$000s

 

 

 

 

 

Revenue

3,609

2,901

5,662

1,025

Loss / (Profit) for the year

(12,161)

(12,266)

(7,048)

769

Loss allocated to NCI

(5,959)

(6,010)

(2,819)

308

 

 

 

 

 

Summarised statement of cash flows

 

 

 

 

Cash flows from operating activities

728

561

2,601

52

Cash flows from investing activities

-

65

(519)

167

Cash flows from financing activities

(786)

(999)

(2,191)

-

Net increase in cash and cash equivalents

(58)

(373)

(109)

219

Net increase in cash and cash equivalents attributable to NCI

(28)

(183)

(44)

87

 

17.     Trade and other receivables

 

Trade receivables arising from revenue from contracts with tenants are initially recognised at their original invoiced value except where the time value of money is material, in which case rent receivables are recognised at fair value and subsequently measured at amortised cost. A gain or loss on trade receivables is recognised in consolidated statement of profit or loss and other comprehensive income when it is derecognised or impaired.

 

The loss allowances are recognised based on Expected Credit Losses (“ECLs”) on the trade receivables, with focus on the below:

 

The Group assumes that the credit risk on a financial asset has increased significantly if its repayment terms has lapsed.

 

 

The Group considers a financial asset to be in default when the trade receivable is unlikely to pay its obligations to the Company in full, without recourse by the Company to any legal actions.

 

The estimated fair value of all classes of receivables is the same as their carrying amounts due to their short-term nature.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

 

2025

2024

 

$000s

$000s

 

 

 

Rental debtors

23,084

25,228

Loss allowance

(7,801)

(11,502)

Trade receivables - net

15,283

13,726

 

 

 

Prepaid expense

1,453

701

Sundry debtors

13,601

12,712

VAT receivable

5,551

5,766

Withholding tax certificates

12,751

8,655

Other receivables

33,356

27,834

Total trade and other receivables

48,639

41,560

 

 

 

Classification of trade and other receivables

 

 

Current assets

48,639

41,560

 

Sundry debtors include amounts in withholding taxes paid to local authorities on interest paid on interest bearing borrowings, receivable from the lenders.

 

The following table provides information about the exposure to credit risk and ECLs for trade receivables as at 31 December 2025 and 31 December 2024.

 

 

 

 

2025

 

 

 

2024

 

 

Weighted- average loss rate %

 

Loss allowance

$000s

Gross carrying a amount

$000s

Weighted- verage loss rate %

 

Loss allowance

$000s

Gross carrying amount

$000s

 

 

 

 

 

 

 

 

 

Ageing of trade receivables

 

 

 

 

 

 

 

 

Current

9

%

438

4,723

13

%

265

2,098

30 days

32

%

462

1,427

21

%

487

2,352

60 days -90 days

25

%

187

741

33

%

808

2,424

90 days - 365 days

31

%

6,714

16,193

33

%

2,811

7,674

Due for more than a year (365 days+)

-

 

-

-

40

%

7,131

10,680

Trade receivables

34

%

7,801

23,084

46

%

11,502

25,228

 

During the year ended 31 December 2025, the Group undertook a review of trade receivables and wrote off balances deemed irrecoverable. As a result, there is no outstanding balance above 365 days ageing bucket in the current period.

 

Credit and market risks, and impairment losses information about the Group's exposure to credit and markets risks, and impairment losses for trade receivables is included in note 24.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

18.     Cash and cash equivalents

 

 

2025

$000s

2024

$000s

 

 

 

Cash at bank

17,477

22,140

Petty cash

3

3

 

17,480

22,143

 

The estimated fair value of all classes of cash and cash equivalents is the same as their carrying amounts due to their short-term nature. The maximum exposure to credit risk at the reporting date is the fair value of cash and cash equivalents mentioned above.

 

Non-cash investing and financing activities

 

 

2025

$000s

2024

$000s

 

 

 

Investing activities

 

 

Issue of shares

2,626

-

Financing activities

 

 

Convertible loan notes issued

-

60,276

 

2,626

60,276

 

There are no cash and cash equivalents not available for use by the Company (2024: $Nil).

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

19.     Share capital

 

(i)     Class A shares

 

During the year, the Company issued 655,801 Class A Shares of $0.01 to the previous owners of the AttAfrica portfolio to compensate for the delay in raising committed capital of $85m before 31 December 2024, which has lowered the INREV NAV per share from $4.19 to $4.00. The shares were issued at a premium of $3.99 per share as the INREV NAV per share was $4.00 at 31 December 2024 and there was a contractual agreement as per the share purchase agreement in place for the issue of the shares at a premium. More details have been provided in note 13.

 

The Company further issued 33,419 shares with $0.01 nominal value at a price of $3.83 at 31 December 2025.

 

During the year ended 31 December 2024, the Company issued 84,468,071 Class A Shares of $1 at a premium of $3.01 to the holders of the participating shares in Lango Real Estate Limited (Mauritius) for the Group re-organisation. The Company subsequently proceeded to a reduction in its share capital from $84.5m to $0.845m by reducing the nominal value of each of the 84,468,071 issued Class A Shares of $1 to $0.01. The reduced capital, along with the share premium were transferred to retained earnings. The share capital for the Group for the comparative year is thus presented on the basis that Company was the parent of the Group from the beginning of the comparative year as disclosed in note 4.

 

Class A shares

 

 

2025

2024

2025

 

The table below shows the number and value of

Class A shares in issue:

Number of

shares

Number of

shares

$000s

2024

$000s

 

 

 

 

 

Authorised allocated Class A shares

 

 

 

 

Balance at beginning of year

84,468,071

70,311,364

845

70,311

Shares issued during the year (note 13)

689,300

14,156,707

7

14,157

Capital reduction during the year

-

-

-

(83,623)

Balance at end of year

85,157,371

84,468,071

852

845

 

Class A shares have voting rights, and each shareholder is entitled to one vote for every share held. The shares are not redeemable, and distributions shall be made to Class A shareholders in the form of dividends as participation in equity.

 

All declarations or payments of distributions or dividends by the Company shall be in accordance with the Distribution Policy of the Board of Directors as may be amended from time to time. The shares will be realised through disposal either through a private secondary transaction or, following a Qualifying Initial Public Offering (IPO), on a recognised exchange.

 

In the event that a Qualifying IPO has not been achieved by the date six calendar months after 31 December 2025 (the “Final Listing Date”), the Company shall cease to make any new investments and shall work to realise or otherwise exit the investments of the Company with a view to maximising shareholder value, provided that if the Directors, supported by a written opinion of an independent third party financial adviser delivered not more than six calendar months preceding any Final Listing Date, has determined that financial market conditions are not suitable to achieving a Qualifying IPO, taking into consideration financial market conditions including tradability and the potential for the achievement of a market related total shareholders return, then the Board of Directors may on one or more occasions extend the Final Listing Date by a period of up to six calendar months with a view to achieving a Qualifying IPO, provided that:

 

(i)

the Board shall promptly follow any such extension inform the Advisory Committee of its intended course of action to achieve a Qualifying IPO within such period; and

 

 

(ii)

such extension shall not extend the Final Listing Date beyond 30 June 2028.

 

In the event of a Qualifying IPO, the shareholder agreement will be terminated.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

RMB has been appointed IPO advisor by the Group. RMB has provided a report dated 12 February 2026 that proceeding with an IPO at this stage would not optimise tradability or a market-related total shareholder return. As such, RMB has recommended an extension in pursuing an IPO to allow for continued delivery on Lango's primary strategic initiatives thus enhancing the likelihood of achieving those outcomes through a Qualifying IPO in the future. The Board of Directors have approved a first extension of the IPO based on RMB's recommendation on 23 March 2026.

 

(ii)     Ordinary Management Shares

 

The Company had 2 ordinary management shares at $1 each at 31 December 2024. The ordinary management shareholders did not have any right to vote on any resolutions or other matters affecting the Company and were not entitled to any dividends. The ordinary management shares were redeemed during the year ended 31 December 2025 as per the constitution of the Company. There are presently no ordinary management shares in issue.

 

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

20.     Interest bearing borrowings

 

The Group classifies interest bearing borrowings at amortised cost on initial recognition and interest rates are calculated using the effective interest method. Interest bearing borrowings are classified as current liabilities unless the Group has the right to defer settlement of the liability for at least twelve months after the end of the reporting period. The right to defer settlement should be based on substance and must exist at the reporting date.

 

 

2025

2024

 

$000s

$000s

 

 

 

Non-current liabilities

 

 

Capital portion

197,161

257,101

Facility fee capitalised

(536)

(938)

 

196,625

256,163

Current liabilities

 

 

Capital portion

183,320

119,880

Facility fee capitalised

(9)

(23)

 

183,311

119,857

 

 

 

 

2025

2024

Movement for the year

$000s

$000s

 

 

 

Balance at beginning of the year

376,020

299,168

Arising through business combination (note 13) - non-cash

-

76,518

Amortisation of loan issue costs - non-cash

416

354

Proceeds from interest bearing borrowings - cash

3,500

-

Interest accrued for the period - non-cash

37,903

35,957

Interest paid - cash

(37,897)

(32,192)

Interest accrued but unpaid at end of the year- non-cash

(6)

(3,785)

Balance at end of the year

379,936

376,020

 

Terms of facility

 

Lender

2025

$000s

Base rate

Margin

Credit

Adjustment Spread (CAS)

% Fixed

Initial facility

Maturity date

 

 

 

 

 

 

 

 

Senior debt - Tranche 1

120,019

3-month Term SOFR

5.30%

0%

100%

$120m

Feb 2028

Senior debt - Tranche 2

120,019

3-month Term SOFR

5.30%

0.261610%

17%

$120m

Apr 2026

Senior debt - Tranche 3

60,010

Overnight SOFR

5.90%-6.10%

0.261610%

83%

$60m

Apr 2026

Rand Merchant Bank/ Standard Bank of South Africa

76,388

3-month Term SOFR

3.95%-6.15%

0.0%

105%

$76m

Feb 2027

Revolving credit facility

3,500

Overnight SOFR

5.25%-5.45%

0%

0%

$25m

Sep 2026

Total

379,936

 

 

 

 

 

 

 

Lender

2024

$000s

Base rate

Margin

Credit

Adjustment Spread (CAS)

% Fixed

Initial facility

Maturity date

 

 

 

 

 

 

 

 

Senior debt - Tranche 1

120,659

3-month Term SOFR

5.30%-5.50%

0.261610%

83%

$120m

Feb 2028

Senior debt - Tranche 2

119,880

Overnight SOFR

5.65%-5.85%

0.261610%

83%

$120m

Mar 2025

Senior debt - Tranche 3

59,940

Overnight SOFR

5.90%-6.10%

0.261610%

83%

$60m

Feb 2026

Rand Merchant Bank

76,502

SOFR

3.95%-6.38%

0.0%

144%

$76m

Feb 2027

Revolving credit facility

-

30-day USD Libor

5.50%

0.261610%

0%

$25m

Sep 2026

Total

376,981

 

 

 

 

 

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

The base rate used is the Secured Overnight Financing Rate for the year ended 31 December 2025.The maturity of borrowings is as follows:

 

 

2025

$000s

2024

$000s

 

 

 

Less than 1 year

183,529

119,880

Between 1 and 2 years

76,388

59,940

Between 2 and 5 years

120,019

197,161

Total

379,936

376,981

 

Senior lenders are defined as Standard Bank of South Africa Limited, Stanbic IBTC Bank Plc, Stanbic Bank Ghana Limited and RMB International (Mauritius) Limited. The revolving credit facility amounts to a total committed funding line of $25m with RMB International (Mauritius) Limited and Standard Bank of South Africa Limited. The facility is for a 24-month period and was entered into on 16 September 2020 and subsequently renegotiated in September 2022 with a revised expiry of September 2026. The debt of $76.5m in the ex-AttAfrica portfolio was also extended from February 2025 to February 2027 prior to the acquisition.

 

Covenant Compliance

 

The Group is required to comply with the following covenants:

 

Historic Interest cover ratio to be not less than 1.50;

 

 

Forward-looking Interest cover ratio to be not less than 1.5;

 

 

Net Asset Value more or equal to $200m; and

 

 

Loan to Value (LTV) ratio not more than 55%

 

The component entities other than those acquired as part of the AttAfrica transaction are required to comply with the following covenants:

 

Historic Interest cover ratio to be not less than 1.00;

 

 

Forward-looking Interest cover ratio to be not less than 1.575;

 

The Group has complied with all debt covenants for the years ended 31 December 2025 and 31 December 2024. There has been no default of any loan interest payable during the year (31 December 2024: Nil).

 

The Group is currently negotiating the re-financing of Tranches 2 and 3 with the lenders, which were originally set to mature in February 2026. As part of the re-financing exercise, the tranches have been extended on the same terms and conditions to 10 April 2026 as the Group reaches an agreement on the new terms and conditions with the lenders relating to the tranches.

 

The Group re-financed Tranche 1 of the Senior Debt expiring in February 2024 with current lenders during the year ended 31 December 2024. This tranche was extended as an interest only facility with a maturity date of 29 February 2028.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

A reconciliation of changes in liabilities to cash flows from financing activities is as follows:

 

 

Interest bearing

borrowings

Convertible loan

notes

Minority partner

borrowings

 

 

 

 

 

$000s

$000s

$000s

 

 

 

 

Balance at 1 January 2024

299,168

-

36,400

 

 

 

 

Changes from financing cash flows

 

 

 

Repayment of borrowings from non-controlling interests

-

-

(581)

Finance expenses paid

(32,192)

-

-

 

 

 

 

Other changes

 

 

 

Finance expense

35,957

-

4,220

Arising through business combination

76,518

-

3,654

Interest accrued but unpaid at end of the year

(3,785)

-

-

Convertible notes issued during the year

-

60,276

-

Other changes

354

-

(133)

Balance at 31 December 2024

376,020

60,276

43,560

 

 

 

 

Balance at 1 January 2025

376,020

60,276

43,560

Changes from financing cash flows

 

 

 

Repayment of borrowings from non-controlling interests

-

-

(1,364)

Tax indemnities paid

-

(1,270)

-

Loan drawn down

3,500

-

-

Finance expenses paid

(37,897)

-

-

Other changes

 

 

 

Finance expense

37,903

-

4,659

Other changes

410

-

-

Termination payment adjustment

-

(7,056)

-

Balance at 31 December 2025

379,936

51,950

46,855

 

21.     Deferred tax assets and liabilities

 

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. Deferred tax assets and liabilities are attributable to the following:

 

 

Deferred tax assets

Deferred tax liabilities

Net deferred tax liabilities

 

2025

2024

2025

2024

2025

2024

 

$000s

$000s

$000s

$000s

$000s

$000s

 

 

 

 

 

 

 

Investment property and plant and equipment

-

-

(33,817)

(56,081)

(33,817)

(56,081)

Excess interest carried forward

(9,377)

(7,058)

-

-

(9,377)

(7,058)

Unrealised foreign exchange gains

-

-

(3,456)

-

(3,456)

-

Provision for bad debts

-

-

(46,373)

-

(46,373)

-

Others

8,033

5,436

133,077

104,335

141,110

109,771

Net of tax liabilities / (assets)

(1,344)

(1,622)

49,431

48,254

48,087

46,632

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Movements in deferred tax during the year

 

 

2025

2024

 

$000s

$000s

 

 

 

At start of the year - Net deferred tax liability

46,632

18,026

 

 

 

Charge for the year

1,455

27,232

 

 

 

Arising through business combination (note 13)

-

1,374

At end of the year - Net deferred tax liability

48,087

46,632

 

Tax losses available for the Group

 

 

2025

2024

Tax losses for the year

$000s

$000s

 

 

 

Expiry date

 

 

 

 

 

December 2024

-

14,899

December 2025

-

22,741

December 2027

1,512

4,397

December 2028

3,704

27,676

December 2029

26,777

48,051

December 2030

33,891

-

Post 2023

29,205

-

No expiry

62,629

60,717

 

157,718

178,481

 

Factors that may affect the Group's future tax charge include the spread of profits earned by the subsidiary companies which is in turn partly driven by changes in tax legislation and tax rates in the jurisdictions where the Group's companies operate.

 

Deferred tax assets of $39.4m arising from tax losses have not been recognised in the financial statements (2024: $44.6m) as it is unlikely that future taxable profits will be available for some entities to utilise these tax losses.

 

22.     Trade and other payables

 

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

 

 

2025

2024

Trade and other payables

$000s

$000s

 

 

 

Due within one year

 

 

Trade creditors and accrued expenses

9,336

9,107

Related party deposits*

3,353

3,353

Indirect taxes

9,998

2,086

Sundry creditors

2,880

7,272

Dividends payable to NCI

320

-

Interest payable

731

3,785

Trade and other payables

26,618

25,603

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

 

2025

2024

Tenant deposits

$000s

$000s

 

 

 

Due within one year

 

 

Tenant deposits

2,721

5,560

 

2,721

5,560

Due after more than one year

 

 

Tenant deposits

3,002

-

Total tenant deposits

5,723

5,560

 

 

2025

2024

Deferred income

$000s

$000s

 

 

 

Due within one year

 

 

Deferred income

9,913

8,593

 

9,913

8,593

Due after more than one year

 

 

Deferred income

1,325

6,267

Total deferred income

11,238

14,860

 

* Refer to note 27 for more details.

 

Indirect taxes

 

Our two Nigerian subsidiaries Oando Wings Development Limited (“OWDL”) and Osapa-Lekki SPV Limited (“Osapa”) are currently undergoing separate tax audit exercises by the Nigerian Revenue Service (NRS) for the periods 2019 to 2022 and 2017 to 2022 financial years respectively. In our opinion, withholding tax on interest prior to 1 January 2025, is payable when the obligation for the underlying transaction (interest) is paid. This is on the premise that the withholding tax deduction on interest should be accounted for on cash basis and not on accrual basis. NRS' position is that withholding tax on interest on related-party loans becomes due at the earliest of when the interest is credited, or when it is actually paid. At year end, the Group has not remitted withholding tax on interest on shareholder loans for the two Nigerian entities as the NRS has not yet confirmed whether the taxes can be settled in Naira. The total liability accounted under indirect taxes of $7.2m includes a provision of $5.5m for OWDL and $905k for Osapa Lekki in respect of our tax exposure relating to the above-mentioned audits.

 

Our Ghanaian subsidiary Junction Shopping Mall Limited (“Junction”) is also going through a tax audit exercise by the Ghana Revenue Authority (“GRA”). We have included an amount of $609k in respect of this ongoing investigation.

 

The amounts ultimately paid may differ from the amount accrued and could therefore impact our overall profitability and cash flows in future periods.

 

23.     Convertible loan notes and Termination Payment

 

In 2016, Lango Real Estate Limited (Mauritius) appointed an asset manager, Lango Real Estate Management Limited (“the Asset Manager or LREML”) to operate and manage the Group's investment portfolio. During the prior year, the Board and the Asset Manager agreed to the termination of the management agreement. Termination by mutual consent was provided for in the agreement with the termination conditions and settlements amounts detailed in the Company's Shareholders Agreements.

 

As the termination of the Management Agreement was originally envisaged to occur at or after the time of the initial public offering (IPO), both parties agreed to settle the termination payment through the issuance of a convertible loan note in the prior year. In line with this, the Company opted for convertible notes that are expected to convert into Lango shares. The termination payment of $60,275,973 was settled through the issuance of a Tranche A convertible loan note amounting to $48,672,169 and a Tranche B convertible loan note of $11,603,804 payable to the Asset Manager.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

The note holders can convert the notes into Lango shares at any time and the Company can settle the loan in cash upon the note holders' election. In the event of neither of those events occurring, the notes will convert into shares in the Company by default upon the earlier of:

 

a Qualifying IPO; or

the Final Listing Date,

 

The notes shall automatically convert into fully paid Class A Shares in the Company at the Conversion Price whereby the "Conversion Price" means in respect of:

 

(i)

Qualifying IPO, the listing price per Class A Share payable in relation to such Qualifying IPO; or

(ii)

any Voluntary Redemption, Voluntary Conversion or the occurrence of the Final Listing Date, the most recently reported NAV per Class A Share on the date of such Voluntary Redemption, Voluntary Conversion, or Final Listing Date.

 

All the loan notes shall rank Pari Passu, equally and rateably, without discrimination or preference and as unsecured obligations of the Company. The Group and the Company have classified the entire loan note as debt within these consolidated financial statements. The Company has no intention to settle these loan notes in the short to medium term and intend to hold the notes until a qualifying IPO is achieved at which point the notes will be fully settled through the issuance of new Lango shares.

 

The convertible loan notes have also been classified as current liabilities in the consolidated financial statements as the notes are convertible at the request of the noteholders.

 

Tranche A convertible loan notes

 

The Group and the Company classify convertible loan Tranche A notes as initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

 

 

2025

2024

 

$000s

$000s

 

 

 

Convertible notes at start of the year

48,672

-

Convertible notes issued during the year

-

48,672

Total

48,672

48,672

 

There was no material difference between the fair value of the obligation at inception and its amortised cost.

 

Tranche B Notes

 

The Group and the Company measure convertible loan Tranche B notes at fair value given the nature and variability of the obligation falling due. The notes were measured at fair value at inception, and the Group continues to measure them at fair value as they are subject to a "Termination Payment Adjustment" whereby the amount of the Termination Payment may be reduced by the Termination Payment Adjustment Amount in the event that, upon the earlier of:

 

(i)

completion of a Qualifying IPO; and

 

 

(ii)

31 December 2025, any commitment to subscribe for Class A Shares has remained unfunded for a period of greater than one (1) year.

 

There was an obligation with regards to Tranche B Convertible Loan Notes subject to the Group cashing in the unfunded commitment of USD 85m prior to 31 December 2025. During the year, the Group extended the cut-off date for the funding of such commitments, absent completion of a Qualifying IPO, from 31 December 2025 to:

 

(i)

in respect of 50% of the principal amount of the Tranche B Notes, to 31 March 2026; and

 

 

(ii)

in respect of the remainder of the Tranche B Notes, to 30 June 2026.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Management has undertaken an assessment of the likelihood of receiving the unfunded committed funds, which is contingent upon external factors including:

 

Status of negotiations

 

 

Signed agreements

 

 

Historical behaviour in similar funding structures.

 

 

Legal or contractual obligations binding to payment.

 

 

Credit analysis, including sovereign risk indicators, where applicable.

 

The fair value of Tranche B of the convertible loan notes reflects the expected value of the contingent consideration. In accordance with IFRS 13 - Fair Value Measurement, the fair value must represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Tranche B is based on the probability of receipt of the funds from the cornerstone investor and at year end, the probability of receipt of the funds is a possible risk variable that may have significant impact on profit or loss for the Group and the Company.

 

The table below analyses the impact on the consolidated statement of profit or loss and other comprehensive income based on the probability of receipt of funds from the cornerstone investor. This value must also be adjusted for the time value of money, in line with IFRS 13 requirements. The present value of the expected amount should be derived using an appropriate discount rate that reflects the time horizon and market conditions.

 

Tranche B Notes

 

Cash flow date

Value

Probability of

receipt

Amount

Discount rate

Present Value

 

$000s

$000s

$000s

 

$000s

 

 

 

 

 

 

March 2026

11,604

0%

-

11.76%

-

May 2026

5,802

33%

1,915

11.76%

1,466

June 2026

5,802

33%

1,915

11.76%

1,812

Fair value as at 31 December 2025

 

 

 

 

3,278

 

There was no material difference between the fair value of the obligation at inception and its amortised cost. No sensitivity analysis has been disclosed on the discount rate as Management considers the obligation would be fulfilled in less than six months from the reporting date.

 

 

2025

2024

 

$000s

$000s

 

 

 

Convertible notes at start of year

11,604

-

Convertible notes issued during the year

-

11,604

Tax indemnities paid during the year

(1,270)

-

Fair value adjustments during the year (note 8)

(7,056)

-

Convertible notes payable at end of the year

3,278

11,604

 

All the loan notes shall rank Pari Passu, equally and rateably, without discrimination or preference and as unsecured obligations of the Company. The Group and the Company have classified the entire loan note as debt within these consolidated financial statements. The Company has no intention to settle these loan notes in the short to medium term and intend to hold the notes until a qualifying IPO is achieved at which point the notes will be fully settled through the issuance of new Lango shares.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

The convertible loan notes have also been classified as current liabilities in the consolidated financial statements as the notes are convertible at the request of the noteholders.

 

Termination Payment

 

The termination payment is equal to Asset Manager's EBITDA multiplied by a multiple.

 

The Asset Manager EBITDA is 12 times the gross revenues of the Asset Manager for the calendar month immediately prior to the date of its removal multiplied by 50%, less the annual operating expenses incurred by the Asset Manager in the ordinary course of business as provided for in the Management Agreement on a normalised standalone basis excluding any gains or losses in respect of interest, taxes, depreciation, amortisation and any other cash item, provided that:

 

In the event of any termination of the Asset Manager, the Asset Manager EBITDA shall be deemed to be no less than the Asset Manager EBITDA as at the completion of such Qualifying IPO; and

 

 

The Asset Manager EBITDA shall be deemed to be no less than the Normalised Asset Manager EBITDA.

 

Multiple is the inverse of the average capitalisation rate of all the income producing assets of the Group for the last accounting period. The average capitalisation rate is calculated as the sum of the full year net property income of each income producing asset of the Group divided by the combined valuation of the income producing assets.

 

Normalised Asset Manager EBITDA is 12 times the gross revenues of the Asset Manager for the calendar month immediately prior to the date of its removal, multiplied by 50%.

 

In the prior year, a detailed review was undertaken by the Company to determine if the termination payment would result in the recognition of an intangible asset in line with the guidance in IAS 38 and concluded that there would be no intangible asset recognition due to the following:

 

(i)

The termination payment does not constitute a business combination as the Company does not benefit from any shares, debentures or any other item in the Asset Manager following the termination.

 

 

(ii)

No synergies arise between the Company and the Asset Manager following the termination.

 

The termination payment has thus been recognised as an expense in the consolidated financial statements in the prior year.

 

24.     Financial risk management objectives and policies

 

The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Group uses different methods to measure and manage the various types of risk to which it is exposed. These methods are explained below.

 

The financial instruments of the Group consist mainly of cash and cash equivalents, long-term borrowings, derivative instruments, trade and other receivables, trade and other payables, tenant deposits and loans granted. The Group purchases or issues financial instruments to finance operations and to manage the interest rate risks that arise from these operations and the source of funding. The Group has exposure to the following risks from its use of financial instruments:

 

Market risk (interest rate risk, foreign currency risk and market price risk).

Credit risk.

Liquidity risk.

 

Market risk

 

Market risk is the risk of loss that results from changes in market prices, such as foreign currency exchange rates and interest rates which will affect the Group's income, cash flows and the value of its financial assets and liabilities. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

(i)     Foreign currency risk

 

The Group is exposed to transactional currency risk on transactions denominated in currencies other than the underlying functional currency. The Group's primary functional currency is USD. Transactional risk is the risk that the functional currency value of cash flows will vary as a result of movements in exchange rates.

 

The Group has currency exposure with regards to operations costs. The material portion of the rental income is pegged to the USD regardless of settlement currency with local costs being passed through and recovered from tenants. The material foreign currency risk relates to the convertibility of cash balances held in local currency back to USD.

 

The table below details the Group's foreign currency exposure, by foreign currency, and calculates the impact on total comprehensive income and net assets of a reasonably possible equal shift of the foreign currency against the USD.

 

31 December 2025

Profit or loss

Equity, net of tax

 

Strengthening

Weakening

Strengthening

Weakening

 

$000s

$000s

$000s

$000s

 

 

 

 

 

Angolan Kwanza (1% movement)

-

-

-

-

Ghanaian Cedi (27% movement)

(464)

464

(348)

348

Mauritian Rupee (2% movement)

(30)

30

(25)

25

Nigerian Naira (7% movement)

(50)

50

(35)

35

Zambian Kwacha (21% movement)

(50)

50

(34)

34

 

31 December 2025

Profit or loss

Equity, net of tax

 

Strengthening

Weakening

Strengthening

Weakening

 

$000s

$000s

$000s

$000s

 

 

 

 

 

Angolan Kwanza (10% movement)

-

-

-

-

Ghanaian Cedi (24% movement)

(182)

182

(137)

137

Mauritian Rupee (7% movement)

(8)

8

(7)

7

Nigerian Naira (63% movement)

(661)

661

(463)

463

Zambian Kwacha (8% movement)

(3)

3

(2)

2

 

The Group is exposed to volatility in the foreign exchange rate in the countries in which it operates, especially in Ghana, Zambia and Nigeria as a result of the foreign exchange regulations placed by the Central Banks.

 

The Zambian Kwacha and Ghanaian Cedi experienced volatility during the year ended 31 December 2025 compared to the prior period as a result of the intervention of the Central Bank of Zambia / Ghana in the money market to stabilise their local currency. The Group saw a stabilisation of the Nigerian Naira compared to last year.

 

Each individual entity within the group has determined its functional currency to be United States Dollar (USD). This determination has been made based on the primary economic environment in which each entity operates, consistent with the guidance in IAS 21 The Effects of Changes in Foreign Exchange Rates. In accordance with IAS 29, we have considered whether any of the jurisdictions in which the Group operates are currently classified as hyperinflationary.

 

Although the Group operates in jurisdictions where the volume of foreign currency transactions in USD is at times limited, no parallel market exchange rates are currently utilised that affect the Group's operations. The impact of the new standard on the Group is thus not material. The Group will continue to monitor developments in this area and will apply the requirements of the amendment should such circumstances arise in the future.

 

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Interest rate risk

 

The Group is exposed to interest rate risk as the cash flows associated with floating rate borrowings will fluctuate with changes in interest rates. Considering the floating USD 3 month and daily Secured Overnight Financing Rate (SOFR), the Group deemed it appropriate entering into “pay fixed and receive variable” interest rate swaps, ensuring that at more than 58% of the Group's exposure to changes in interest rates on long term borrowings is on a fixed rate basis. All such transactions are carried out with approval from the Board of Directors. As a consequence, the Group is exposed to fair value interest rate risk in respect of the fair value of its financial instruments. Short-term receivables and payables are not directly exposed to interest rate risk.

 

The table below depicts the percentage of long-term interest-bearing borrowings that were fixed.

 

 

2025

2024

 

% Fixed

Weighted average years

% Fixed

Weighted average years

Group

58%

0.71 years

85%

1.21 years

 

The application of a parallel shift in interest rates of 50 basis points on floating rate drawn loan balances extent at those dates would result in an expense before tax of as per the table below:

 

 

Profit or loss

Equity, net of tax

 

2025

2024

2025

2024

 

$000s

$000s

$000s

$000s

 

 

 

 

 

Increase of 50 basis points

(359)

(342)

(359)

342

 

 

 

 

 

Decrease of 50 basis points

359

342

359

342

 

Credit Risk

 

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. It arises principally from long-term loans granted, derivative assets, cash and cash equivalents and trade and other receivables. Credit risk is managed on a Group basis. The carrying amounts of financial assets represent the maximum credit exposure:

 

 

2025

2024

 

$000s

$000s

 

 

 

Rental debtors net of loss allowance (note 17)

15,283

13,726

Other debtors (note 17)1

13,601

12,712

Cash and cash equivalents (note 18)

17,480

22,143

 

46,364

48,581

 

1Prepayments of $1,453k (31 December 2024: $701k), VAT receivable of $5,551k (31 December 2024: $5,766k), withholding tax receivable of $12,751k (31 December 2024: $8,655k) are excluded from other debtors.

 

Measurement of Expected Credit Losses (ECLs)

 

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e., the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset. The credit loss calculation is determined by the components listed below:

 

Component

Definition

Probability of default (PD)

Credit quality is assessed when determining the credit risk and PD. The Group has allocated a default internal mapping to all tenants and then mapped to the S&P external ratings equivalent.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Rental debtors

Rental discounts provided to tenants, including rental discounts that are highly likely to occur, were recognised. The Group's exposure to credit risk is mainly in respect of tenants and is influenced by the individual characteristics of each tenant.

 

Management has established a credit policy under which each new tenant is analysed individually for creditworthiness before the Group's standard payment terms and conditions are offered which include, in the majority of cases, the provision of a deposit of at least one month's rental.

 

The Group allocates each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss (including but not limited to external ratings, audited consolidated financial statements, management accounts and cash flow projections and available press information about customers) and applying experienced credit judgement.

 

An expected credit loss (ECL) rate is calculated for each category of rental debtors, as indicated in the table below, which is based on delinquency status and actual credit losses experienced in the past.

 

All balances are impaired in terms of the expected credit loss provisions as indicated below by category. An overlay has been performed on the ECL provision to capture any bad debts from tenants which were not factored into the ECL model. This has been done on a qualitative basis through discussion with the respective asset managers to assess any tenants which are at risk of default for example breach of any tenant covenants, volume of concessions requested and overall trading performance where applicable.

 

Concentration of rental debtors

 

 

2025

2024

 

Rental debtors

%

Rental debtors

%

Geographical location

$000s

 

$000s

 

 

 

 

 

 

 

 

 

 

 

Ghana

10,644

46%

13,364

53%

Nigeria

12,141

53%

11,386

45%

Zambia

299

1%

478

2%

 

23,084

100%

25,228

100%

 

Nigerian exposure is materially driven by exposure to a single tenant amounting to $9.2m. This receivable represents $6.4m of arrears associated with unremitted withholding tax certificates and $2.8m of accrued interest on arrears. The Group has fully provided for the interest accruals on the arrears within these accounts.

 

Other debtors

Other debtors comprise mainly of sundry debtors, VAT receivable and withholding tax receivable. These debtors are tested for impairment on a yearly basis based on their recoverable amounts and their book values adjusted accordingly.

 

Cash and cash equivalents

Credit risk associated with the cash at bank is mitigated through the Group maintaining its bank accounts with a reputable and large financial institution. The Group's main transactional banking partner is Standard Bank of South Africa Limited through its subsidiaries (Moody's investor services credit rating: Ba2) in Mauritius, Ghana, Nigeria, and Zambia for the years ended 31 December 2025 and 31 December 2024.

 

Loans receivable

Total receivables from loans granted by the Group amounted to $72.4m as at 31 December 2025 (31 December 2024: $65.9m). The loans have been tested for impairment, and the Group has fully impaired the loan balance due from PMN Investments Limited. In addition to that, the Group has impaired interest income of $6.5m (2024: $6.4m) on the loan for the year ended 31 December 2025. The loan is secured by the future cash flows from Osapa Lekki SPV resulting in the Group having 100% of the economic interest in Osapa Lekki SPV Ltd and the property in Royal Gardens Mall Ltd.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

 

2025

2024

 

$000s

$000s

 

 

 

Total gross loans receivable

72,389

65,908

Impairment on loans receivable

(72,389)

(65,908)

Net loans receivable

-

-

 

Derivative assets

Exposure to credit risk is limited by entering into derivative financial instruments with counterparties that have a high percentage tier-one capital and strong credit ratings assigned by international credit rating agencies such as Fitch Ratings and Moody's Investor Services.

 

Expected Credit Loss Provisions

 

The provision for impairment is calculated as an expected credit loss on trade and other debtors in accordance with IFRS 9.

 

 

2025

2024

 

$000s

$000s

 

 

 

Rental debtors' cumulative loss allowance

7,801

11,502

Loans granted cumulative loss allowance

72,389

65,908

 

80,190

77,410

 

The table above represents the impact of expected credit losses recognised as at 31 December 2025 and 31 December 2024 respectively for the Group. The movements for the year as disclosed in the consolidated statement of profit or loss and other comprehensive income amounted to $1.3m (31 December 2024: $1.8m).

 

Movements in the allowance for impairment in respect of financial assets at amortised cost

 

The movement in the allowance for impairment in respect of financial assets at amortised cost during the year was as follows:

 

 

2025

2024

 

$000s

$000

 

 

 

At start of the year

77,410

63,436

Charge for the year

1,251

2,238

Net remeasurement of loss allowance

1,529

11,736

At end of the year

80,190

77,410

 

Liquidity risk

 

Liquidity risk represents the risk that the Group is unable to meet all its contractual commitments as they fall due. Liquidity risk is monitored daily with cash flow forecasts amended as appropriate and adjustments made to the funding plan or business plan if required. The interest-bearing borrowing amounts are gross, undiscounted and include contractual interest payments. Convertible loan notes of $51,950k (2024: $60,276k) are excluded from the below analysis as they are expected to be settled through the issue of shares.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

 

 

 

 

Contractual cash flows

 

 

 

Carrying amount

Repayable on demand

Within 1 year

More than 1 year but less than 2 years

More than 2 years but less than 5 years

More than

5 years

Total

2025

$000s

$000s

$000s

$000s

$000s

$000s

$000s

 

 

 

 

 

 

 

 

Due for payment

 

 

 

 

 

 

 

Interest bearing borrowings

379,936

-

205,856

210,954

-

-

416,810

Derivative financial

1,636

-

12

424

1,200

-

1,636

instruments

 

 

 

 

 

 

 

Borrowings from related

46,854

46,854

-

-

-

-

46,854

parties

 

 

 

 

 

 

 

Trade and other payables*

22,343

22,343

-

-

-

-

22,343

Total

450,769

69,197

205,868

211,378

1,200

-

487,643

 

* Indirect taxes of $9,998k and income billed in advance $11,238k are excluded from trade and other payables.

 

 

 

 

 

Contractual cash flows

 

 

 

Carrying amount

Repayable on demand

Within 1

year

More than 1 year but less than 2 years

More than 2 years but less than 5 years

More than

5 years

Total

2024

$000s

$000s

$000s

$000s

$000s

$000s

$000s

 

 

 

 

 

 

 

 

Due for payment

 

 

 

 

 

 

 

Interest bearing borrowings

376,020

-

149,318

80,922

212,374

-

442,614

Borrowings from related

43,560

43,560

-

-

-

-

43,560

parties

 

 

 

 

 

 

 

Trade and other payables**

29,077

29,077

-

-

-

-

29,077

Total

448,657

72,637

149,318

80,922

212,374

-

515,251

 

**Indirect taxes of $2,086k are excluded from trade and other payables.

 

Capital risk management

 

The Group's objectives when managing capital are:

 

to safeguard the Group's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and

 

 

to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. The Group set the amount of capital in proportion to risk.

 

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

The debt-to-capital ratios at 31 December 2025 and at 31 December 2024 were as follows:

 

 

2025

2024

 

$000s

$000s

 

 

 

Total debt

431,886

436,296

Less cash and cash equivalents

(17,480)

(22,143)

Net debt

414,406

414,153

Total Equity

228,648

250,985

Total equity plus debt

643,054

665,138

Debt to Equity ratio

64.4%

62.3%

 

There were no changes in the Group's approach to capital risk management during the year. The Group does not have any externally exposed capital requirements.

 

Classification of financial assets and liabilities

 

The carrying amount of all the financial assets and financial liabilities of the Group approximate their fair values.

 

 

Fair value

Amortised cost

Total

Fair value measurement Level 2

Fair value measurement Level 3

2025

$000s

$000s

$000s

$000s

$000s

 

 

 

 

 

 

Financial assets

 

 

 

 

 

Trade and other receivables1

-

28,884

28,884

-

-

Cash and cash equivalents

-

17,480

17,480

-

-

Total financial assets

-

46,364

46,364

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Borrowings from related parties

-

46,854

46,854

-

-

Derivative financial instruments

1,636

-

1,636

1,636

-

Convertible loan notes

3,278

48,672

51,950

-

3,278

Interest-bearing borrowings

-

379,936

379,936

-

-

Trade and other payables2

-

22,343

22,343

-

-

Total financial liabilities

4,914

497,805

502,719

1,636

3,278

 

 

Fair value

Amortised cost

Total

Fair value measurement Level 2

Fair value measurement Level 3

2024

$000s

$000s

$000s

$000s

$000s

 

 

 

 

 

 

Financial assets

 

 

 

 

 

Derivative financial assets**

2,913

-

2,913

2,913

-

Trade and other receivables1

-

26,438

26,438

-

-

Cash and cash equivalents

-

22,143

22,143

-

-

Total financial assets

2,913

48,581

51,494

2,913

-

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Interest-bearing borrowings

-

376,020

376,020

-

-

Borrowings from related parties

-

43,560

43,560

-

-

Convertible loan notes

11,604

48,672

60,276

-

11,604

Trade and other payables2

-

29,077

29,077

-

-

Total financial liabilities

11,604

497,329

508,933

-

11,604

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

**Derivative assets are accounted for as hedging instruments in cash flow hedges.

1Prepayments of $1,453k (31 December 2024: $701k), VAT receivable of $5,551k (31 December 2024: $5,766k), withholding tax receivable of $12,751k (31 December 2024: $8,655k) are excluded from trade and other receivables.

2indirect taxes of $9,998k (31 December 2024: $2,086k) and income billed in advance $11,238k (31 December 2024: $14,860k) are excluded from trade and other payables.

 

Fair value measurement

In determining the fair value of financial assets and financial liabilities, the Group utilises market data or assumptions that market participants would use in setting a price for the asset or liability. Where quoted market prices are not available, the Group uses valuation techniques to determine the fair values of these instruments. Inputs to the valuation technique can be observable and readily obtainable, market corroborated or generally unobservable. The Group endeavours to use the best available information by utilising valuation techniques that maximise the use of observable inputs and minimise the use of unobservable inputs.

 

Fair value hierarchy

Fair value measurements are categorised into the different levels in the fair value hierarchy based on the inputs to the valuation techniques used. The determination of the classification gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to those fair values determined with reference to significant unobservable inputs (level 3 measurement). There were no changes in the valuation techniques applied. The hierarchy levels are defined as follows:

 

Level 1 - Quoted prices are available in active markets for identical assets and liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 instruments are primarily exchange traded derivatives.

 

Level 2 - Quoted prices are not available; however, pricing inputs are either directly or indirectly observable at the reporting date. Level 2 instruments include those valued using industry standard models and valuation techniques. Substantially all the inputs or assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable transaction prices executed in the marketplace. Level 2 instruments include non-exchange traded derivatives such as forward contracts, swaps, and options.

 

Level 3 - Valuation techniques or models include significant inputs that are generally less observable. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. Level 3 instruments include those that may be more structured or individually tailored. At each reporting date, the Group performs an analysis of all assets and liabilities at fair value and includes in level 3 of those whose fair value is derived using significant unobservable inputs.

 

Further information about the assumptions made in measuring fair value is included in the following notes:

 

Level

Classification of assets and liabilities

Reference to Note

 

 

 

Level 2

Derivative Financial Instruments

25

 

 

 

Level 3

Investment properties

12

 

 

 

Level 3

Convertible loan notes (Tranche B only)

23

 

The following tables show, according to their level within the fair value hierarchy, the Group's assets and liabilities that were accounted for at fair value at the reporting date. It should be noted that derivative financial instruments and investment properties are carried at fair value. Assets and liabilities are classified in their entirety based on the lowest level input that is significant to the fair value measurement as a whole. The Group's assessment of the significance of a particular input to the fair value measurement requires judgement and may affect the valuation of financial assets and financial liabilities and their placement within the fair value hierarchy.

 

The following table shows a reconciliation of changes in the fair value of the investment properties and convertible loan notes classified as level 3 in the fair value hierarchy:

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

 

2025

2024

 

$000s

$000s

 

 

 

Fair value at start of the year

697,846

564,700

Arising through business combination (note 13)

-

177,489

Additions during the year

2,179

(10,486)

Fair value movements

(30,854)

(33,857)

Termination payment adjustments

7,056

-

Fair value at end of the year

676,227

697,846

 

Changing one or more of the less observable inputs within a valuation model is not expected to materially change the fair value of the instruments as reported.

 

The carrying amounts of financial assets and financial liabilities measured at amortised cost in the consolidated financial statements are approximately equal to their fair values.

 

Significant transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy:

 

There were no significant transfers between Level 1 and Level 2 (31 December 2024: $Nil) or between Level 2 and Level 3 (31 December 2024: $Nil) of the fair value hierarchy in the current period.

 

Sensitivity of fair values to changing significant assumptions to reasonably possible alternatives:

 

All derivatives are valued in accordance with the techniques outlined in the fair value hierarchy disclosure above. The impact of varying the unobservable parameters as at 31 December 2025 and at 31 December 2024 are disclosed in note 12: Investment Properties and note 23: Convertible loan notes at fair value through profit or loss.

 

25.     Derivative financial instruments

 

All interest rate and foreign currency derivatives that are not part of a hedging relationship are recognised in the consolidated statement of financial position at fair value with movements in fair value recognised in the consolidated statement of comprehensive income. The Group has prepared the documentation required by IFRS 9 defining the hedging strategy, hedging instrument, hedged item and hedge effectiveness testing methodology used for each of these hedging strategies.

 

All movements in equity related to cash flow hedges are recognised in the cash flow hedge reserve presented in equity. The Group entered into interest rate swaps to fix $50m (31 December 2024: $320m) of its floating daily USD SOFR / USD 3-month SOFR risk. The following tables show further information on the fair value of held-for-trading derivatives:

 

 

2025

2024

 

$000s

$000s

 

 

 

Current assets

 

 

Interest rate swaps

-

1,944

 

-

1,944

 

 

 

Non-current assets

 

 

Interest rate swaps

-

969

 

-

969

 

 

 

Current liabilities

 

 

Interest rate swaps

12

-

 

 

 

Non-current liabilities

 

 

Interest rate swaps

1,624

-

 

1,624

-

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

The total fair value of outstanding derivative contracts designated in hedge relationships was as follows:

 

 

2025

2024

 

$000s

$000s

 

 

 

Cash flow hedges

-

2,913

 

 

Carrying amount

Less than 1 month

More than 1 month but less than 12 months

More than 1 year but less than 2 years

More than 2 years but less than 5 years

More than 5 years

Total

31 December 2025

$000s

$000s

$000s

$000s

$000s

$000s

$000s

 

 

 

 

 

 

 

 

Due for payment

 

 

 

 

 

 

 

Derivative instruments

1,636

-

12

424

1,200

-

1,636

Total

1,636

-

12

424

1,200

-

1,636

 

 

 

 

 

 

 

 

 

Carrying amount

Less than 1 month

More than 1 month but less than 12 months

More than 1 year but less than 2 years

More than 2 years but less than 5 years

More than 5 years

Total

31 December 2024

$000s

$000s

$000s

$000s

$000s

$000s

$000s

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due for receipt

 

 

 

 

 

 

 

Derivative

2,913

-

1,944

969

-

 

2,913

instruments

 

 

 

 

 

 

 

Total

2,913

-

1,944

969

-

 

2,913

 

25a     Cashflow hedge reserve

 

 

2025

2024

 

$000s

$000s

 

 

 

Fair value of derivatives at start of the year

2,913

7,421

Fair value of derivatives matured during the year recognised in the consolidated statement of profit

(1,690)

(4,138)

or loss and other comprehensive income

(1,690)

(4,138)

Arising through business combination (note 13)

-

642

Additions during the year

-

593

Net gains and losses recognised in the consolidated statement of profit or loss and other comprehensive income

(1,223)

(1,605)

Fair value at end of year

-

2,913

 

The ineffective portion of gains and losses on derivative instruments designated in cash flow hedges that was recognised in the consolidated statements of comprehensive income were $1,636k (31 December 2024: $Nil). The Group monitors the ineffective portion of gains and losses on a quarterly basis.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Maturity analysis of swaps

 

 

 

Nominal USD

Fair value

 

Maturity

 

 

 

date

$000s

$000s

 

 

 

 

 

Dec-25

50,000

-

 

 

 

 

Lango Mauritius Limited

Feb-28

90,000

(911)

 

Feb-26

20,000

(12)

 

Feb-28

30,000

(289)

Delico Kumasi Limited

Mar-27

20,000

(104)

AIHIIkeja

Mar-27

15,000

(80)

Hyprop Ikeja Mall Limited

Mar-27

45,000

(240)

Total

 

270,000

1,636

 

26.     Commitments and contingencies

 

Contingent liabilities

 

The Group has provided the following guarantees:

 

Senior debt guarantee

The Group and its subsidiaries have entered into a joint and several guarantees with its senior lenders as defined in note 20. The guarantee requires each guarantor to ensure prompt, complete and full payment of all interest payments as per the senior debt agreements as and when it falls due. The Group also undertakes to settle overdue interest on behalf of the originals lenders as if the Guarantor were the principal lender under the facility agreements. The Guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Group to the senior lenders.

 

At 31 December 2025 and as at the date of the approval of these consolidated financial statements, the debt provider has not called on this guarantee.

 

It is anticipated that no material liabilities will arise from these contingencies since the guarantees have been provided to subsidiaries within the Group. Furthermore, there are no indications of default by the borrowers as at the reporting date.

 

Tax audits

The Group is currently subject to several tax audits in Nigeria and Ghana. Following discussions with the respective tax authorities and based on management's assessment of the likely outcome, necessary provisions have been recognized in the financial statements to cover potential exposures arising from these audits. While the final resolution of these matters remains uncertain, management believes that the provision recorded represents a reasonable estimate of the obligations that may result. Any additional liabilities may have an impact beyond the provision already booked.

 

27.     Related party transactions

 

The following transactions were carried out with related parties for the year ended 31 December 2025. The nature, volume of transactions and the balances with the related parties are as follows:

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

 

 

Interest expense

 

 

 

 

accrued during:

Loan balance

 

 

2025

2024

2025

2024

 

 

$000s

$000s

$000s

$000s

 

 

 

 

 

 

Loans from related parties

 

 

 

 

 

Loans payable by

Non-controlling interests

 

 

 

 

Osapa Lekki SPV Limited

PMN Investments limited

4,036

3,985

42,344

38,430

Delico Achimota Ghana Limited

Nasek Investments Limited

40

40

420

383

Junction Shopping Mall Limited

Kofi Jacquaye Estate Limited

-

-

-

365

Delico Property Developments Ltd

Nasek Investments Limited

 

-

211

211

West Hills Mall

SNITT

519

132

3,209

3,565

Loans payable by

Equity-accounted investee

 

 

 

 

Lango Mauritius Limited (formerly known as GIAP Western Portfolio Ltd until 28th August

Luanda One

64

63

670

606

2023)

 

 

 

 

 

Total

 

4,659

4,220

46,854

43,560

 

The loans payable to related parties are repayable on demand but classified as non-current liabilities in the consolidated statement of financial statement as the Group has the right to defer settlement of these loans.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

 

 

2025

2024

 

 

$000s

$000s

 

 

 

 

Tenant Deposits

 

 

 

Deposit payable to

To minority shareholder

 

 

Agridev Real Estates Limited

Agricultural Development Bank

(3,353)

(3,353)

Total

 

(3,353)

(3,353)

 

Tenant deposit of $3.4m is payable to Agricultural Development Bank as at 31 December 2025 and 31 December 2024 in respect of the leased premises occupied by the latter at Accra Financial Centre.

 

PMN Investments Limited

 

 

 

 

 

 

2025

2024

 

$000s

$000s

 

 

 

Loan receivable

 

 

Loan receivable at start of the year

-

-

Interest income during the year

6,480

6,379

Impairment during the year

(6,480)

(6,379)

Loan receivable at end of the year

-

-

 

 

 

Lango Real Estate Management Limited

 

 

(Asset Manager)

 

 

 

 

 

 

2025

2024

 

$000s

$000s

 

 

 

Asset Management fees

 

 

Asset Management fees payable at start of year

2,393

1,899

Asset Management fees charged during the year

-

8,541

Asset Management fees paid during the year

-

(8,047)

Asset Management fees payable at end of year

2,393

2,393

 

 

 

 

2025

2024

 

$000s

$000s

 

 

 

Development Management fees

 

 

Development management fees payable at start of year

-

70

Development management fees during the year

-

(70)

Development management fees receivable / (payable) at end of year

-

-

 

 

 

 

2025

2024

 

$000s

$000s

 

 

 

Convertible Notes

 

 

Convertible notes at start of year

60,276

-

Convertible notes issued during the year

-

60,276

Tax indemnities paid during the year

(1,270)

-

Fair value adjustments during the year

(7,056)

-

Convertible notes payable at end of the year

51,950

60,276

 

Lango Real Estate Management Limited (a company incorporated in Guernsey) was the previous Asset Manager of the Group. Lango Real Estate Management Limited was responsible for the performance of the investment management functions of the Company, inclusive of the administrative duties as set out in the Management agreement.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

For the year ended 31 December 2025, no asset management fees (31 December 2024: $8.5m) were incurred due to the termination of the asset manager agreement.

 

Transactions with key management personnel

 

Directors' remuneration

 

No director fees were paid to executive directors Thomas James Reilly and Eric Hendrik Weirich for the year ended 31 December 2025 and 2024. The Directors are employees of one of the subsidiaries of the Group and no additional compensation is provided to them for their director duties, except for their contractual employee benefits. More details on the employee benefits for the Group have been disclosed in note 7.

 

The Company's Directors, Thomas James Reilly and Eric Hendrik Weirich were also directors and officers of the Asset Manager during the prior year. Directorship services provided by the company directors Thomas James Reilly and Eric Hendrik Weirich were included within the asset management fees paid to the Asset Manager, Lango Real Estate Management Ltd during the year ended 31 December 2024. More details regarding the asset management fees paid during the prior year are disclosed in the related party disclosures within the same note. The executives, asset managers, investment managers, and finance personnel of the Asset Manager were considered key management personnel, as they are collectively responsible for the strategic, operational, and financial oversight of the real estate asset manager. During the year, due to the termination of the asset manager agreement, the Asset Manager were paid fees amounting to $Nil (31 December 2024: $2.6m) to key management personnel. The remuneration of key management personnel for the year ended 31 December 2025 is disclosed in note 12 of the parent company financial statements.

 

Director fees paid to non-executive directors of the parent company of the Group

 

Fees amounting to $0.2m were paid to the non-executive directors (2024: $0.05m). More details are disclosed in note 12 of the parent company financial statements.

 

28.     Events after reporting date and going concern

 

Subsequent to the balance sheet date, the Group executed a Second Deferral Letter in respect of its financing arrangements. Under this agreement, the repayment dates for Tranche 2 and Tranche 3 have each been extended until 10 April 2026. This post-reporting date event provides the Group with extended repayment flexibility and impacts the timing of cash outflows related to its financing obligations. The Group has received an offer from existing lenders to extend Tranche 2 to a 4-year tenor and Tranche 3 to a 3-year tenor at improved terms.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Parent Company's separate statement of financial position

As at 31 December 2025

 

 

 

2025

2024

 

Notes

$000s

$000s

 

 

 

 

Assets

 

 

 

Non-current assets

 

 

 

Investment in subsidiary

5

276,557272,119

 

 

276,557272,119

 

 

 

 

Current assets

 

 

 

Receivables

9

57834,476

Cash and cash equivalents

7

15

-

 

 

59334,476

Total assets

 

277,150306,595

 

 

 

 

Liabilities and equity

 

 

 

Current liabilities

 

 

 

Convertible loan notes

11

51,95060,276

Other payables

10

1,462442

Total liabilities

 

53,41260,718

 

 

 

 

Equity

 

 

 

Share capital

8

852845

Share premium

8

2,748

-

Retained Earnings

 

220,138245,032

Total equity

 

223,738245,877

Total equity and liabilities

 

277,150306,595

 

The loss after taxation for the year ended 31 December 2025 was $24.9m (period from 26 June 2024 (date of incorporation) to 31 December 2024: $92.9m).

 

The Financial Statements of Lango Real Estate Limited (registration number 15804453) were approved and authorised for issue by the Board of Directors on 01 April 2026 and signed on behalf by:

 

 

 

 

 

 

Thomas James Reilly

Eric Hendrik Weirich

Chief Executive Officer

Chief Financial Officer

 

The notes on pages 84 to 90 form an integral part of the Parent Company Financial Statements.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Parent Company's separate statement of changes in equity

For the year ended 31 December 2025

 

 

 

Share Capital

Share premium

Retained

Total Equity

 

 

 

 

Earnings

 

 

Notes

$000s

$000s

$000s

$000s

 

 

 

 

 

 

At 26 June 2024

 

-

-

-

-

Loss for the period

 

-

-

(92,856)

(92,856)

 

 

 

 

 

 

Transaction with owners:

 

 

 

 

 

Class A shares issued

19

84,468254,265

-

338,733

Share Capital Reduction

19

(83,623)

-

83,623

-

Share premium transferred to Retained Earnings

19

-

(254,265)

254,265

-

 

 

845

-

337,888338,733

At 31 December 2024

 

845

-

245,032245,877

 

 

 

 

 

 

At 1 January 2025

 

845

-

245,032245,877

 

 

 

 

 

 

Loss for the year

 

-

-

(24,894)

(24,894)

 

 

 

 

 

 

Transaction with owners:

 

 

 

 

 

Issue of shares

19

72,748

-

2,755

 

 

 

 

 

 

At 31 December 2025

 

8522,748220,138223,738

 

 

 

The notes on pages 84 to 90 form an integral part of the Parent Company Financial Statements.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Parent Company's notes to the Financial Statements

For the year ended 31 December 2025

 

1.     Basis of preparation

 

The Parent Company's financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101'). The financial statements have been prepared on a going concern basis under the historical cost convention, in accordance with the Companies Act 2006 and were approved for issue by the Board on 01 April 2026.

 

In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards (IFRS) but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.

 

Under section 408 of the Companies Act 2006, the Company is exempt from the requirement to present its own profit and loss account. The Company has taken advantage of the following disclosure exemptions under FRS 101:

 

the requirements of IAS 1 ‘Presentation of Financial Statements' to provide a statement of cash flows;

true

the requirements of IAS 1 to provide a statement of compliance with IFRS;

the requirements of IAS 1 to disclose information on the management of capital;

true

the requirements of paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors' to disclose new IFRSs that have been issued but are not yet effective;

true

the requirements in IAS 24 ‘Related Party Disclosures' to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member;

true

the requirements of paragraph 17 of IAS 24 to disclose key management personnel compensation;

true

the requirements of paragraphs 91-99 of IFRS 13 ‘Fair Value Measurement' to disclose information of fair value valuation techniques and inputs

true

 

The financial statements are presented in United States Dollars (“$”) and all values are rounded to the nearest USD thousand (“$000”) unless otherwise stated.

 

a.     Going concern

 

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons.

 

The Company has total assets of $278m (31 December 2024: $307m) and net assets of $225m (31 December 2024: $246m) at 31 December 2025 and has incurred a loss for the year of $24.1m (period ended 31 December 2024: $92.9m). The Directors manage the Group's strategy and risks on a consolidated basis, rather than at an individual entity level. In making the going concern assessment, on a consolidated basis, the Directors have considered the Group's principal risks and their impact on financial performance. Further details of the Group's going concern assessment, including the key assumptions applied, is set out in note 4 on page 41. Based on these considerations, the Directors continue to adopt a going concern basis in preparing the financial statements for the year ended 31 December 2025.

 

b.     Investment in subsidiary

 

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.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

In the Company's financial statements, investments in subsidiaries are initially recognised at cost and subsequently tested for impairment at each reporting period in accordance with IAS 36 “Impairment of assets”. Where the carrying amount of an investment is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount, being the higher of the fair value less costs to sell and value in use, and the difference in charged to the statement of profit or loss and other comprehensive income as “impairment”.

 

The Company uses net asset value of the subsidiary, adjusted for the impact of any economic benefits due to disproportionate shareholder loans of investments in indirect subsidiaries, as a reliable estimate of its fair value less costs to sell. Any assessment of the fair value less costs to sell is driven mainly by investment property, held within the subsidiaries' portfolio, which is measured using fair value hierarchy in accordance with IFRS 13. Refer to note 12 of the consolidated financial statements for further details.

 

To the extent that the assessment of the recoverable amount improves due to changes in economic conditions or estimates, impairment provisions are reversed, with all provision movements recognised in the statement of profit or loss and other comprehensive income.

 

Critical accounting judgements and key sources of estimation uncertainty

 

The key source of estimation uncertainty relates to the Company's investment in subsidiary. In estimating the requirement for impairment of the investment in subsidiary, the Directors make assumptions and judgements on the value of these investments using inherently subjective underlying asset valuations, supported by independent valuers with reference to investment properties held by the underlying subsidiary which are held at fair value. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. Details relating to the uncertainty about these assumptions and estimates are disclosed in note 4 of the consolidated financial statements.

 

The Directors do not consider there to be any other critical accounting judgements in the preparation of the Company's financial statements.

 

c.     Share capital and share premium

 

The Company has issued Class A shares with voting rights. 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.

 

Details regarding shares issued by the Company are disclosed in note 8.

 

d.     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. Convertible loan notes are derecognised when and only when they are extinguished, i.e., when the obligation specified in the contract is discharged or cancelled. Any exchange, however, between an existing borrower and lender of this instrument with substantially different terms shall be accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The Company may elect to recognise a portion of the convertible loan notes at fair value.

 

Interest related to the financial liability is recognised in the consolidated statement of profit or loss and other comprehensive income. Convertible loan notes are classified as current liabilities if and only if there are conditions in place within the next twelve months leading to its extinguishment of the liability.

 

e.     Receivables

Receivables are initially recognised at fair value and subsequently measured at amortised cost.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

2.     Administrative and other expenses

 

Administrative and other expenses include mainly audit fees, legal fees and director fees as follows:

 

 

Note(s)

2025

2024

 

 

$000s

$000s

 

 

 

 

Administrative expenses

 

 

 

Directors' fees

11

224

-

Audit fees (below)

 

603440

Legal fees

 

264

-

Other administrative costs

 

3943,941

Total administrative expenses

 

1,485441

 

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

 

 

2025

2024

 

$000s

$000s

 

 

 

Audit of these financial statements

603440

Total fees payable

603440

 

3.     Dividend income

 

The Company earned following dividend income from its subsidiary during the year:

 

 

2025

2024

 

$000s

$000s

 

 

 

Dividend income

2,200

-

 

4.     Issue of shares on bargain purchase

 

The Company issued shares amounting to $2.6m during the year ended 31 December 2025. Please refer to note 13 of the consolidated financial statements for more details.

 

 

2025

2024

 

$000s

$000s

 

 

 

Loss on bargain purchase

2,626

-

 

5.     Investment in subsidiary

 

 

2025

2024

 

$000s

$000s

 

 

 

At start of the year / period

272,119

-

Acquisition of subsidiary

-

304,258

Issue of shares by subsidiary during the year / period (note 9)

34,476

-

Impairment for the year / period

(30,038)

(32,139)

At end of the year / period

276,557272,119

 

The Directors consider the net asset value of the subsidiary to be a reasonable approximation of the fair value of the subsidiary. As a result, an assessment was performed on the cash generating unit, Lango Mauritius Limited at year end and a net impairment of $30.0m (period ended 31 December 2024: $32.1m) was booked.

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

The impairment for the year ended 31 December 2025 was driven by the fair value losses on the value of the investment properties ($30.8m), along with the termination payment adjustment on the convertible loan notes and interest rate swaps ($1.6m).

 

The net asset value of the subsidiary is dependent on the net asset values on the underlying investments. The impairment during the year ended 31 December 2024 was driven by the devaluation on the Nigerian Naira and the corresponding impact on unrealised capital gains on the Nigerian Investments. Due to the currency devaluation in the prior year, the underlying investment holding companies recognised a material local currency fair value gain, even though the USD valuations remained materially unchanged, which attracted a deferred tax charge. The tax assessment is performed annually resulting in a material deferred tax liability being recognised at year end and reducing the net asset value of the underlying investments. The increase in the Nigerian deferred tax liability amounted to $24.6m. The underlying entities additionally recognised trade receivable impairments at year end, predominantly within the newly acquired portfolio, amounting to $2.7m and the fair value of interest rate hedges reduced by $0.9m in the December 2024.

 

The Company also holds shares in an entity domiciled in the United Kingdom, Lango Management UK Limited. The value of the investment at 31 December 2025 was $Nil (2024: $Nil). A list of the indirect subsidiaries of the Company is disclosed on note 16 on page 58.

 

Sensitivity analysis based on assumptions used in the valuation of investment properties

 

The impairment charge is sensitive to the assumptions used in the valuation of the investment properties. Investment property valuation is measured using the fair value hierarchy. Refer to note 12 of the consolidated financial statements for further detail. Details about the valuation of the underlying investment properties and sensitivity to changes in significant unobservable input in measuring the fair value of the investment properties are disclosed in note 12 of the consolidated financial statements.

 

The following table indicates the approximate change in the total impairment charge recognised through the Company's profit/ (loss) for the period, total comprehensive income and equity in response to reasonably possible changes in net assets of underlying investments in case of changes in the discount rates and reversionary capitalisation rates.

 

 

 

Impact on impairment charge

 

 

Change in discount rate

Change in exit cap

 

31 December 2025

-50 bps

+50 bps

-50 bps

+50 bps

 

$000s

$000s

$000s

$000s

$000s

 

 

 

 

 

 

Investment in subsidiary

276,557

20,691

(19,348)

22,740

(20,121)

 

 

 

Impact on impairment charge

 

 

Change in discount rate

Change in exit cap

 

31 December 2024

$000s

-50 bps

$000s

+50 bps

$000s

-50 bps

$000s

+50 bps

$000s

 

 

 

 

 

 

Investment in subsidiary

272,119

13,755

(25,290)

18,863

(16,815)

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

6.     Tax

 

The Company is incorporated and resident in the United Kingdom and as such is taxable on its worldwide profits. The main rate of corporation tax is 25% for companies with profits in excess of GBP 250,000.

 

For the year ended 31 December 2025, the Company incurred a loss before tax of $24.1m (period ended 31 December 2024: $92.9m) and thus was not liable to tax in United Kingdom. As at 31 December 2025 and 31 December 2024, the Company had no tax liability. Tax losses incurred in an income year may be carried forward to be set off against future taxable profits indefinitely. The tax on the loss before tax differs from the standard applicable corporation tax rate in United Kingdom of 25%. The differences are explained below:

 

 

2025

2024

 

$000s

$000s

 

 

 

Loss before tax

(24,894)

(92,856)

Tax charge for year/period based on statutory rate of 25% (United Kingdom)

(6,224)

(23,214)

Effects of:

 

 

Exempt income

(1,764)

-

Unrecognised deferred tax asset during the year

479

-

Expenses not deductible for tax purposes

7,50923,214

Actual charge for the period

-

-

 

Exempt income refers to the termination payment adjustment of $7.1m (2024: $Nil) for the year ended 31 December 2025.

 

Expenses not deductible for tax purposes includes the impairment charge on the investment in subsidiary of $30.0m (2024: $32.1m) as disclosed in note 5, along with termination payment of $60.3m during the year ended 31 December 2024.

 

The Company has not recognised any deferred tax asset amounting to $15.6m (31 December 2024: $15.2m) at the end of the year / period as the Company currently only has two subsidiaries and is not generating any income to offset the tax loss. This is not expected to change in the foreseeable future.

 

Tax losses for the period on which deferred tax asset has been recognised

2025

$000s

2024

$000s

 

 

 

Expiry date

 

 

No expiry

62,629

60,717

 

62,62960,717

 

7.     Cash and cash equivalents

 

The Company has cash and cash equivalents in the form of bank deposits with reputable institutions with Standard Chartered Bank and Revolut UK. There is currently no balance held with Standard Chartered Bank. Revolut UK holds a banking license and is regulated by competent authorities in United Kingdom. Thus, there is no credit exposure on the recoverability of the cash and cash equivalents at 31 December 2025.

 

 

2025

2024

 

$000s

$000s

 

 

 

Cash and cash equivalents

15

-

 

15

-

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

8.     Share capital

 

The share capital of the Company is as follows:

 

 

2025

Number of

2024

Number of

2025

2024

 

shares

shares

$000s

$000s

 

 

 

 

 

Authorised allocated Class A shares

 

 

 

 

Balance at beginning of year / period

84,468,071

-

845

-

Shares issued during the year / period

689,300

84,468,071

7

84,468

Capital reduction during the year / period

-

-

-

(83,623)

Balance at end of year / period

85,157,37184,468,071852845

 

The characteristics of the Class A shares are disclosed in note 19 of the consolidated financial statements. The Company had 2 ordinary management shares in issue at 31 December 2024, which was redeemed during the year ended 31 December 2025. Please refer to note 19 of the consolidated financial statements.

 

9.     Receivables

 

The estimated fair value of all classes of receivables is the same as their carrying amounts due to their short-term nature.

 

 

2025

2024

 

$000s

$000s

 

 

 

Receivable from subsidiaries

57834,476

Total receivable

57834,476

 

 

 

Classification of trade and other receivables

 

 

Current assets

578

34,476

 

During the re-domicile of the parent company from Lango Real Estate Limited (Mauritius) to Lango Real Estate Limited (United Kingdom), a balance of $34.5m due from Lango Mauritius Limited was assigned to Lango Real Estate Limited (United Kingdom). The balance has been settled through the issuance of shares in the subsidiary in April 2025.

 

10.     Other payables

 

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

 

 

2025

2024

 

$000s

$000s

 

 

 

Due within one year

1,462442

Total

1,462442

 

11.     Convertible loan notes and termination payment

 

Details on the convertible loan notes is disclosed in note 23 of the consolidated financial statements.

 

12.     Related party transactions

 

The Company entered into the following transactions during the year / period:

 

 

2025

2024

 

$000s

$000s

 

 

 

Transactions with subsidiaries:

 

 

Dividends received from Lango Mauritius Limited

2,200

-

Total

2,200

-

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

 

2025

2024

 

$000s

$000s

 

 

 

Amounts due from subsidiaries:

 

 

Receivable from Lango Management UK Limited

578

-

Total

578

-

 

Key personnel renumeration

 

Directors and members of the Lango Group Executive Committee are considered to be key management personnel and have the authority and responsibility for planning, directing and controlling the activities of the Company. No direct fees were paid to the Executive Directors of the Company as they are employed by a subsidiary Lango Management UK Limited and Lango Management SA Pty Ltd. The remuneration for the highest paid director for the year ended 31 December 2025 was $727k inclusive of pension contributions of $43k (2024: nil).

 

 

2025

2024

 

$000s

$000s

 

 

 

Key management personnel compensation (inclusive of Group companies)

 

 

Short term employee benefits

1,900

-

Post employment benefits (pension contributions)

76

-

Total

1,976

-

 

Fees incurred for non-executive directors was as $249k for the period (2024: nil).

 

13.     Guarantee

 

In respect of the financial year ended 31 December 2025, the Company provided a guarantee in accordance with section 479C of the Companies Act 2006 of the United Kingdom in respect of the outstanding liabilities to which its subsidiary, Lango Management UK Limited with registration number 16120564, is subject at the end of that financial year, until they are satisfied in full.

 

The guarantee was provided solely for the purpose of enabling the subsidiary to claim exemption from audit under section 479A of the Companies Act 2006.

true

 

14.     Events after reporting date

 

There have been no material events after the reporting year, which would require disclosure to the separate financial statements for the year ended 31 December 2025.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Unaudited INREV reconciliations

 

Consistent with industry best practice for the sector, alternative performance measures have been provided to supplement IFRS based on European Association for Investors in Non-Listed Real Estate Vehicles (“INREV”) guidelines. All metrics below refer to IFRS metrics, unless otherwise stated. A comprehensive reconciliation between INREV and IFRS results can be found in the INREV section presented following the Consolidated Financial Statements as disclosed in this Annual Report.

 

Net asset value

The differences between the IFRS NAV and the INREV NAV is listed below. This comparison is performed for the NAV for the Group.

Reference to INREV Guidelines

Description

2025

2024

 

 

$000s

$000s

 

 

 

 

 

Equity attributable to owners of the Company

228,648

250,985

NAV05

Unpaid subscriptions

85,000

85,000

NAV04 (j)

Revaluation to fair value of financial assets and liabilities

6,898

6,898

NAV04 (p)

Deferred tax assets derecognised

(673)

(826)

NAV04 (k)

Investment related expenses capitalised

503

853

NAV04 (p)

Deferred tax liabilities derecognised

46,091

46,325

NAV04 (a)

Convertible loan notes

51,950

60,276

NAV04 (a)

Derivative financial instruments derecognised

1,636

-

 

INREV NAV

420,053

449,511

 

INREV NAV per share (USD per share)

3.33

3.83

 

INREV guidelines

The consolidated financial statements are drafted in accordance with INREV guidelines, as published by INREV, the Association for Investors in Non-listed Real Estate Vehicles. As described in further detail below, set-up costs and acquisition expenses should be capitalised and amortised. The rationale for these adjustments is to spread these costs over a defined period of time to smooth the effect of the write-off of costs on the vehicle's performance. Furthermore, it is a simple mechanism to spread costs between different investor groups entering or leaving the vehicle's equity at different times

 

Assets Under Management (AUM)

AUM is based on INREV valuation principles and include investment properties at fair value and gross of leverage, plant and equipment, debt investments and cash and cash equivalents.

Set-up costs (organisational expenses and management fees prior to first acquisition)

Such costs should be capitalised and amortised over the first five years of the term of the vehicle for INREV purposes but expensed under IFRS. The rationale for capitalising and amortising set-up costs is to better reflect the duration of the economic benefits to the vehicle.

 

Acquisition expenses

Property acquisition expenses should be capitalised and amortised over the first five years after acquisition of the property vehicle for INREV purposes but expensed under IFRS. The rationale for capitalising and amortising set-up costs is to better reflect the duration of the economic benefits to the vehicle.

 

Deferred tax assets

The adjustment represents the impact on the NAV of the difference between the amount determined in accordance with IFRS and the estimate of deferred tax which takes into account the expected manner of settlement i.e., the intended method of disposal. Management does not expect to derive any economic benefit from the disposal of deferred tax assets at present and derecognised the deferred tax assets from the INREV NAV as at 31 December 2024. Management recognised that all deferred tax liabilities represent the fair value of the tax obligations that would realise on disposal of assets and have been included in the INREV NAV at year end.

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Distributable income

 

The Group generated distributable income for the year ended 31 December 2025. The rationale for capitalising and amortising set-up costs is to better apportion economic benefits over time.

 

 

2025

2024

 

$000s

$000s

 

 

 

Description

 

 

Total comprehensive loss for the year

(33,316)

(96,382)

 

 

 

Add back non-cash items:

 

 

Fair value movement including investment properties, financial instruments, and equity-accounted investees

27,389

33,041

Deferred and other tax adjustments

5,678

29,218

Depreciation

320

347

Lease incentives amortised

487

298

Straight lining of leases

552

189

Facility fee amortised

637

872

Reverse interest on loans from non-controlling interests

4,659

4,358

Utilisation of tax credits

996

958

Reversal of gains from associates

-

(875)

Distributable income from associates

1,203

854

Impact from effective date of acquisitions

-

1,402

Share of loss / (profit) attributable to minority shareholders

(956)

2,569

 

7,649

(23,151)

Impact of hedge accounting for interest rate and foreign currency swaps

2,913

5,743

(Loss) / Gain on bargain purchase

2,626

(49,826)

Termination of management agreement

-

60,276

INREV Distributable income

13,188

(6,958)

Remedial amount

-

9,884

Foreign exchange

(3,789)

9,220

Distributable income

9,399

12,146

Distributable income per share (USD cents per share)

7.45cps

16.35cps

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Corporate information and professional advisers

 

Registered Office

 

Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB

 

Main Banking Partners

 

Standard Chartered Bank

 

Revolut

 

Standard Bank of South Africa Limited

 

First Rand Bank Limited

 

RMB International (Mauritius) Limited

 

Stanbic IBTC Bank

 

Standard Bank (Mauritius) Limited

 

Investec Bank (Mauritius) Limited

 

The Mauritius Commercial Bank Limited

 

Absa Bank (Mauritius) Limited

 

AfrAsia Bank Mauritius

 

Independent Auditor

 

KPMG

15, Canada Square,

Canary Wharf,

London,

United Kingdom

 

Lango Real Estate Limited

 

Consolidated Financial Statements for the year ended 31 December 2025

Parent Company Financial Statements for the year ended 31 December 2025

 

Glossary of terms

 

AUM

Assets Under Management based on INREV valuation principles

 

 

Board

Board of Directors

 

 

Companies Act

Companies Act of 2006

 

 

Company or Parent Company

Lango Real Estate Limited

 

 

COVID-19

Coronavirus disease 2019

 

 

cps

cents per share

 

 

Distributable income

Distributable income refers to realised profits or earnings that are available for distribution to shareholders after accounting for significant non-recurring expenses or gains to include the economic interest of contracts

 

 

ECL

Expected Credit Losses

 

 

ESG

Environmental, social and governance

 

 

FRS

Financial Reporting Standards

 

 

GAV

Gross Asset Value

 

 

GLA

Gross Lettable Area

 

 

Group

Lango Real Estate Limited and its subsidiaries

 

 

ICR

Interest Cover Ratio

 

 

IFRS

International Financial Reporting Standard

 

 

Libor

London Interbank Offer Rate

 

 

LSE

London Stock Exchange

 

 

LTV

Loan-to-value

 

 

Asset Manager

Lango Real Estate Management Limited

 

 

NAV

Net asset value

 

 

WACD

Weighted average cost of debt

 

 

WALE

Weighted average lease expiry