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 |
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Strategic Report for the year ended 31 December 2025 | 3 |
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Statement of Directors' responsibilities in respect of the in respect of the Strategic Report, the Directors' Report and the financial statements | 18 |
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Directors' Report | 19 |
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Independent Auditor's report to the members of Lango Real Estate Limited | 22 |
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Consolidated statement of profit or loss and other comprehensive income | 26 |
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Consolidated statement of financial position | 27 |
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Consolidated statement of changes in equity | 29 |
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Consolidated statement of cash flows | 30 |
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Notes to the Consolidated Financial Statements | 32 |
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Parent Company's separate statement of financial position | 82 |
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Parent Company's separate statement of changes in equity | 83 |
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Parent Company's notes to the Financial Statements | 84 |
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Unaudited INREV reconciliations | 91 |
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Corporate information and professional advisers | 93 |
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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 | % |
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Ghana | $408m | 51% | Office | $336m | 42% |
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Nigeria | $281m | 35% | Retail | $429m | 53% |
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Zambia | $92m | 11% | Land | $29m | 4% |
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Mauritius | $2m | 1% | Other | $2m | 1% |
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Angola | $13m | 2% |
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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 |
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| 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. |
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• | 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. |
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• | 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 |
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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 |
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INREV NAV* | 420,053 | 449,511 |
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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. |
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• | 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. |
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• | 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. |
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• | 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 |
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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; |
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• | make judgements and estimates that are reasonable, relevant, reliable and prudent; |
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• | 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; |
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• | for the Group financial statements, state whether they have been prepared in accordance with UK-adopted international accounting standards; |
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• | assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and |
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• | 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 |
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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 |
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Eric Hendrik Weirich | 26 June 2024 |
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Bernadette Sibusisiwe Mzobe | 18 December 2024 |
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Craig Campbell McKenzie | 18 December 2024 |
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Estienne Konrad de Klerk | 18 December 2024 |
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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; |
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• | Acquisition of strategic assets or portfolio; |
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• | Reduction of debt leverage; |
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• | Investment in people, systems, and processes; |
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• | Continued operational efficiency; and |
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• | 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 |
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Date: | 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; |
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• | the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; |
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• | the parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and |
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• | 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. |
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• | Financial assets at amortised cost: Trade and other receivables and cash and cash equivalents. |
Financial liabilities classified at amortised cost include:
• | Interest bearing borrowings, |
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• | Trade and other payables, |
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• | Tenant deposits, |
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• | Borrowings from related parties, and |
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• | Tranche A of the convertible loan notes. |
Financial liabilities classified at fair value includes:
• | Tranche B of the convertible loan notes, and |
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• | 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. |
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• | 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. |
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• | 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 |
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• | 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. |
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• | 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. |
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• | 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. |
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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. |
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• | Base interest rates are projected to decrease to approximately 3.40% (US Dollar SOFR) with no further reductions in the period. |
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• | 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. |
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• | Interest rates are assumed to increase by approximately 1% relative to current levels compared to the base case assumptions. |
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• | Rental income reductions are applied on an asset-specific basis, including: |
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- | approximately 20% reductions applied to retail line shop tenants across the portfolio; |
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- | approximately 50% reductions on renewal of anchor tenants in Ghana and Zambia; |
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- | approximately 20% reductions on office lease renewals, with performing tenants assumed to continue paying contractual rent' |
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- | 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. |
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• | 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. |
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• | 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 |
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• | 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. |
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• | By 30 June 2026: 50% settlement, 50% cancelled. |
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• | After 30 June 2026: full cancellation, no settlement. |
Based on investor approval processes and delays, management assessed probabilities as:
• | 0% for full settlement, |
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• | 66% for partial settlement, |
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• | 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, |
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• | Use of proxy discount rate, |
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• | 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 |
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Revenue from contracts with tenants as per IFRS 16 |
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Contractual rental income | 60,775 | 45,447 |
Parking income | 2,139 | 1,830 |
Straight-line lease income adjustments | (552) | (177) |
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Recoverable property expenses and other income as per IFRS 15 |
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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 |
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Ghana | 18,436 | 9,108 |
Nigeria | 15,870 | 5,684 |
Zambia | 9,291 | 7,931 |
Total | 43,597 | 22,723 |
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| Office | |
| 2025 | 2024 |
| $000s | $000s |
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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 |
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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 |
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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 | % | % | ||
Agridev Real Estates Limited | Ordinary | Ground Floor Shop G16 Stanbic Heights, Airport City, L15 South Liberation Road, Accra, Ghana | % | % | ||
AIHI Ikeja | Ordinary | Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
AttAfrica Ltd | Class A & B | Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
BMR Gestao De Empreendimentos | Ordinary | Rua Samuel Bernando No. 13/15 Municipio da Ingombota, Luanda, Angola | % | % | ||
Ordinary | Unit IH-00-01-01-OF-01, Level 1, IH-00-01-CP-05, Dubai International Financial Centre | % | % | |||
Clubhouse Ghana Limited | Ordinary | G16 Stanbic Heights, Airport City, 215 South Liberation Road, Accra, Ghana | % | % | ||
Clubhouse Mauritius Limited | Ordinary | Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
Delico Achimota Ghana Limited | Ordinary | Block 11, Section 158, CNR Nsawam, St Johns, Dome Road, Accra, PO Box CT 3295, Accra, Ghana | % | % | ||
Delico Property Developments Ltd | Ordinary | Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
Delico Property Investments Ghana Ltd | Ordinary | House Number 50A, Dunkonah, Mango Link, Accra, Ghana | % | % | ||
Delico Kumasi Limited | Ordinary | House Number 8, OSU Sir Charles Quist Road, Accra, Ghana | % | % | ||
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 | % | % | ||
Gardens Development Mauritius Limited | Ordinary | Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
GIAP Ghana I Ltd | Ordinary | Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
Hyprop Ikeja Mall Ltd | Ordinary | Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
Lango Mauritius Limited | Ordinary | Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
Lango Zambia I Ltd | Ordinary | Office 1, 1st Floor, DEKK Complex, P.O Box 456, Plaisance, Mahe, Republic of Seychelles | % | % | ||
Greystone One Limited | Ordinary | 6 Broad Street, Lagos State, Nigeria | % | % | ||
Greystone One Holdings Limited | Ordinary | Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
Greystone Two Holdings Limited | Ordinary | Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
Gruppo Investment Nigeria Limited | Ordinary | Centre Management Office, Ikeja City Mall, 176/194 Obafemi Awolowo Way, Ikeja, Lagos State, Nigeria | % | % | ||
Icon Properties Ltd | Ordinary | Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
Junction Shopping Mall Limited | Ordinary | Ground Floor, Shop G16, Stanbic Heights, Airport City, South Liberation Link, Accra, La Dade-Kotopon, Ghana | % | % | ||
Lango Management Services Limited | Ordinary | Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
Lango Management UK Limited | Ordinary | Suite 1, 7th Floor, 50 Broadway, London, United Kingdom | % |
| % | |
Luanda Two | Ordinary | Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
Manda Hill Centre Limited | Class A & B | Plot 19255 Great East Road Lusaka, Zambia | % | % | ||
Oando Wings Development Limited | Ordinary | 17A, Ozumba Mbadiwe Avenue, Victoria Island, Lagos, Nigeria | % | % | ||
Osapa -Lekki SPV Limited | Ordinary | No. 3, Hon. Yaya Dosunmu Way, Lekki Epe Express Way, Lekki Lagos, Nigeria | % | % | ||
Patriota Mauritius Limited | Ordinary | Level 5, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
SB Wings Development Limited | Ordinary | Unit IH-00-01-01-OF-01, Level 1, IH-00-01-CP-05, Dubai International Financial Centre | % | % | ||
Tema Retail Development Company Limited | Ordinary | Level 3, Alexander House, 35, Cybercity, Ebene, Mauritius | % | % | ||
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 | |||
Ordinary | 2nd Floor, Cradocks Heights, 21 Cradock Avenue, Rosebank, 2193, South Africa | % | % | |||
West Hills Mall Limited | Ordinary | House Number 50A, Dunkomah, Mango Link, Accra, Ghana | % | % | ||
Ordinary | Unit IH-00-01-01-OF-01, Level 1, IH-00-01-CP-05, Dubai International Financial Centre | % | % | |||
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 |
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• | 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 |
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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 |
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Financial assets |
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Trade and other receivables1 | - | 28,884 | 28,884 | - | - |
Cash and cash equivalents | - | 17,480 | 17,480 | - | - |
Total financial assets | - | 46,364 | 46,364 |
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Financial liabilities |
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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 |
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Financial assets |
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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 | - |
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Financial liabilities |
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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 |
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Level 2 | Derivative Financial Instruments | 25 |
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Level 3 | Investment properties | 12 |
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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 |
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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 |
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Current assets |
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Interest rate swaps | - | 1,944 |
| - | 1,944 |
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Non-current assets |
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Interest rate swaps | - | 969 |
| - | 969 |
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Current liabilities |
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Interest rate swaps | 12 | - |
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Non-current liabilities |
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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 |
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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 |
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Due for payment |
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Derivative instruments | 1,636 | - | 12 | 424 | 1,200 | - | 1,636 |
Total | 1,636 | - | 12 | 424 | 1,200 | - | 1,636 |
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| 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 |
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Due for receipt |
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Derivative | 2,913 | - | 1,944 | 969 | - |
| 2,913 |
instruments |
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Total | 2,913 | - | 1,944 | 969 | - |
| 2,913 |
25a Cashflow hedge reserve
| 2025 | 2024 |
| $000s | $000s |
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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 |
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| date | $000s | $000s |
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| Dec-25 | 50,000 | - |
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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
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| Interest expense |
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| accrued during: | Loan balance | ||
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| 2025 | 2024 | 2025 | 2024 |
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| $000s | $000s | $000s | $000s |
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Loans from related parties |
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Loans payable by | Non-controlling interests |
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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 |
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Lango Mauritius Limited (formerly known as GIAP Western Portfolio Ltd until 28th August | Luanda One | 64 | 63 | 670 | 606 |
2023) |
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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
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| 2025 | 2024 |
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| $000s | $000s |
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Tenant Deposits |
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Deposit payable to | To minority shareholder |
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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 |
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| 2025 | 2024 |
| $000s | $000s |
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Loan receivable |
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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 | - | - |
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Lango Real Estate Management Limited |
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(Asset Manager) |
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| 2025 | 2024 |
| $000s | $000s |
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Asset Management fees |
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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 |
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| 2025 | 2024 |
| $000s | $000s |
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Development Management fees |
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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 | - | - |
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| 2025 | 2024 |
| $000s | $000s |
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Convertible Notes |
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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
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| 2025 | 2024 |
| Notes | $000s | $000s |
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Assets |
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Non-current assets |
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Investment in subsidiary | 5 | ||
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Current assets |
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Receivables | 9 | ||
Cash and cash equivalents | 7 | - | |
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Total assets |
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Liabilities and equity |
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Current liabilities |
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Convertible loan notes | 11 | ||
Other payables | 10 | ||
Total liabilities |
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Equity |
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Share capital | 8 | ||
Share premium | 8 | - | |
Retained Earnings |
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Total equity |
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Total equity and liabilities |
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The loss after taxation for the year ended 31 December 2025 was $24.9m (period from
The Financial Statements of Lango Real Estate Limited (registration number
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
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| Share Capital | Share premium | Retained | Total Equity |
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| Earnings |
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| Notes | $000s | $000s | $000s | $000s |
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At |
| - | - | - | - |
Loss for the period |
| - | - | ( | ( |
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Transaction with owners: |
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Class A shares issued | 19 | - | |||
Share Capital Reduction | 19 | ( | - | - | |
Share premium transferred to Retained Earnings | 19 | - | ( | - | |
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At |
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At 1 January 2025 |
| - | |||
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Loss for the year |
| - | - | ( | ( |
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Transaction with owners: |
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Issue of shares | 19 | - | |||
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At 31 December 2025 |
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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
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.
• | the requirements of IAS 1 ‘Presentation of Financial Statements' to provide a statement of cash flows; |
• | 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; |
• | 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; |
• | 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; |
• | the requirements of paragraph 17 of IAS 24 to disclose key management personnel compensation; |
• | the requirements of paragraphs 91-99 of IFRS 13 ‘Fair Value Measurement' to disclose information of fair value valuation techniques and inputs |
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 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 | - | |
Audit fees (below) |
| ||
Legal fees |
| - | |
Other administrative costs |
| ||
Total administrative expenses |
|
Disclosure of Auditor's Remuneration per Companies Act (section 494)
| 2025 | 2024 |
| $000s | $000s |
|
|
|
Audit of these financial statements | ||
Total fees payable |
3. Dividend income
The Company earned following dividend income from its subsidiary during the year:
| 2025 | 2024 |
| $000s | $000s |
|
|
|
Dividend income | - |
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 | - |
5. Investment in subsidiary
| 2025 | 2024 |
| $000s | $000s |
|
|
|
At start of the year / period | - | |
Acquisition of subsidiary | - | |
Issue of shares by subsidiary during the year / period (note 9) | - | |
Impairment for the year / period | ( | ( |
At end of the year / period |
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 | 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 | 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 | ( | ( |
Tax charge for year/period based on statutory rate of | ( | ( |
Effects of: |
|
|
Exempt income | ( | - |
Unrecognised deferred tax asset during the year | - | |
Expenses not deductible for tax purposes | ||
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 |
|
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 | - | |
| - |
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 | - | - | ||
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 |
The characteristics of the Class A shares are disclosed in note 19 of the consolidated financial statements. The Company had 2
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 | ||
Total receivable | ||
|
|
|
Classification of trade and other receivables |
|
|
Current assets | 578 |
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 | ||
Total |
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 | - | |
Total | - |
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 | - | |
Total | - |
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 | - | |
Post employment benefits (pension contributions) | - | |
Total | - |
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.
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
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 |