Annual Financial Report
Summary by AI BETAClose X
30 April 2026
Africa Opportunity Fund Limited (AOF LN)
Announcement of Annual Results for the Year ended 31 December 2025
The Board of Africa Opportunity Fund Limited ("AOF", the "Company" or the "Fund") is pleased to announce its audited results for the year ended 31 December 2025. The Company's full annual report and financial statements will shortly be sent to shareholders and will be available to view and download from the Company's website at: www.africaopportunityfund.com.
The following text and financial information does not constitute the Company's annual report but has been extracted from the annual report and financial statements for the year ended 31 December 2025.
For further information please contact:
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Africa Opportunity Fund Limited |
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Francis Daniels |
Tel: +2711 684 1528 |
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Shore Capital (Corporate Broker) |
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Gillian Martin |
Tel: +44 20 7408 4050 |
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Anita Ghanekar Matthew Walton
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The Company
Africa Opportunity Fund Limited ("AOF" or the "Company") is a Cayman Islands incorporated closed-end investment company traded on the Specialist Fund Segment ("SFS") of the London Stock Exchange ("LSE"). AOF's net asset value as at 31 December 2025 was $17.3 million (2024: $13.8 million) and its market capitalisation was $7.5 million (2024: $7.5 million).
Investing objective
The investing objective of the Company is to earn superior returns by investing in businesses that it believes can flourish in Africa and, in doing so, aiding capital formation and the mobilisation of savings with the intention of growing wealth and productivity in Africa's economies. The Company may invest in equity, quasi-equity or debt instruments, debt issued by African sovereign states and government entities, and real estate interests.
The Directors and Africa Opportunity Partners LLC (the "Manager") believe in the long-term attractiveness of investing in Africa, and that the holdings of the Company require a long-term perspective to realise full value and that maintaining an active investment approach will maximise long-term value.
Summary of Investment Strategy and Investment Policies and Restrictions
New investment policy (Effective 15 July 2024)
A change in investment strategy was deemed necessary due to the Directors' and Shareholders' determination that the Company should re-establish itself as a "going concern" with an indefinite life as opposed to the prior status during the liquidation phase as a "not going concern" with a finite life. Consistent with the 15 July 2024 adoption of the New Investment Policy as approved at the Company's extraordinary general meeting ("EGM"), the Directors considered it to be in the best interests of the Company and its shareholders to terminate the liquidation strategy adopted effective 1 July 2019 and that the Company's investment policy be changed to generate capital growth and income through value investments in the continent of Africa. The Company's investments will be focused on industries and companies that the Investment Manager believes have scope for substantial profitable growth with the capacity to thrive even in stressed macro-economic or macro-political settings. Shareholders approved the adoption of the New Investment Policy effective 15 July 2024.
The Manager adheres to the following policies and restrictions:
Geographical focus. The Company makes investments in companies or assets with a material portion of their value derived from or located in Africa. Such companies may be domiciled in Africa or outside Africa or, if listed, listed either on an African stock exchange or a non-African stock exchange. The geographic mix of investments varies over time depending on the relative attractiveness of opportunities among countries and regions.
Type of investments. The Company may invest in equity, quasi-equity debt instruments or real estate interests which may or may not represent shareholding or management control, and debt issued by African sovereign states and government entities. Investments may be made directly or through special purpose vehicles, joint venture, nominee or trust structures.
Borrowings. The Company may use overdraft and other short-term borrowing facilities to satisfy short-term working capital needs, including to meet any expenses or fees payable by the Company. Borrowings may be utilised for investment purposes with the prior approval of the Board. The Company has no borrowing or gearing limits in its Articles but gearing, represented by borrowings as a percentage of Net Asset Value, will not exceed 30% at the time of drawdown.
Dividend policy
The Company has been accepted into the UK Reporting Fund Status regime.
Upon Shareholder approval at the 15 July 2024 EGM, the Company initiated a change to the dividend distribution policy.
While the Company intends to continue to meet the requirements of the UK Reporting Fund Status regime, it is the current intention of the Directors to reinvest any income received from investee companies as well as the net proceeds of any realisations in the Company's portfolio rather than distribute dividends. However, the Directors may consider the payment of dividends (or other methods of returning net proceeds to Shareholders in a tax efficient manner) in the future when, in their view, the Company has sufficient distributable profits after taking into account the working capital needs of, and investment opportunities available to, the Company.
Life of the Company
The Company does not have a fixed life. Consistent with the 15 July 2024 adoption of the New Investment Policy as approved at the Company's EGM, the Company will no longer propose continuation votes.
CHAIRPERSON'S STATEMENT
Africa Opportunity Fund Limited
Chairperson's Statement
2025 Review
2025 was a superb year for African stock markets.
Africa Opportunity Fund Limited (the "Fund" or "AOF") had a comparatively modest 2025, as its net asset value rose 26% to $1.510 per share.[1] This is against a backdrop of South Africa rising 61%, Nigeria 67%, Kenya 51%, and Egypt 46%. In non-African emerging markets, China rose 26%, Brazil 51%, and India 5%. Developed markets also did well, the US rising 18%, Japan 29%, Europe 36%, and the UK 35%.[2] African indices also performed well. The MSCI EFM Africa index rose 74%, and the S&P Africa Top 40 Index rose 71%.[3]
Sub-Saharan Africa's macro-economy experienced solid economic growth in 2025, with both its median country gross domestic product ("GDP") growth rate and inflation rate at 4%.[4] The 2% fall in the 2025 UN Food and Agricultural Organization World Food Price index stabilised the cost of food for the average African household.[5] With respect to where the Fund has investments, Kenya's oil import outflows diminished following the oil price decline from $75 a barrel in 2024 to $61 per barrel in 2025; while Ghana's balance of payments were buoyed by a windfall in foreign exchange receipts caused primarily by a 65% rise in the gold price. These two countries enjoyed a 2025 macro-economic spring as fiscal stress abated, currencies appreciated against the Dollar, and nominal interest rates fell. The sovereign debt crisis and foreign exchange pressures that stalked Ghana and Kenya, ceased to occupy the front row of investor attention. As sovereign spreads compressed for both countries, they received ratings upgrades while their stock markets soared in value. Kenya Power - the Fund's Kenyan investment - experienced a total return of 206% in 2025 as it declared its first interim and final dividends in nine years and reported solid profits.[6]
As mentioned, Ghana experienced a solid 2025 with real GDP at 6%.[7] Complementing that growth was an inflation rate that collapsed from 24% in December 2024 to 5% in December 2025,[8] a large current account surplus equal to 8% of Ghana's GDP,[9] and a 40% appreciation of the Cedi against the Dollar. Expanding gold and cocoa production, coupled with high prices of both commodities, accounted for the elevated surplus. Ghana's new administration set, and adhered to, a tone of fiscal sobriety by targeting and attaining a budgetary primary surplus in 2025. It made significant strides on both its economic and debt restructuring fronts. The Bank of Ghana cut its monetary policy rate sharply in response to inflation rate trends. These developments helped the shares of Enterprise Insurance rise 147% and MTN Ghana rise 127%.[10]
Zimbabwe experienced a year of recovery marked by declining inflation, rising real interest rates,[11] and 6% GDP growth.[12] It also benefited from a strong gold price, increased output of platinum group metals ("PGMs"), and favorable rains causing higher agricultural and hydro-power production. Rising real interest rates tend to smother commercial real estate valuations. Consequently, the aggregate ZiG market capitalisation of First Mutual Properties and Mashonaland Holdings, in 2025, fell 25% in local currency.[13]
The Fund's new investments were all in companies that generate hard currency-denominated revenues - Anglogold Ashanti, Valterra, and Seplat. Except for trimming its Anglogold Ashanti holding, AOF did not make any disposals in 2025.
2026 Outlook
Following year-end, AOF successfully sold its second largest Zimbabwe holding, First Mutual Properties, repatriating the USD proceeds thereafter. Holdings such as Enterprise Group have continued to appreciate, and at the time of writing this Chairperson's Statement in April 2026, AOF's unaudited NAV is $2.43.
Since the Fund's launch in 2007, Africa has faced economic turmoil and outbreaks of war, but its underlying economies have grown and the stock of capital has deepened. The recent conflict in the Middle East adds a new element of uncertainty, yet periods of turmoil create opportunities for the Fund to make investments on attractive terms. We are optimistic about the Fund's outlook, despite the current macroeconomic backdrop.
Africa market valuations, as captured by indices like the MSCI EFM Africa Index, have continued their recovery from post Global Financial Crisis historical lows.[14] The Fund will target investments among companies that generate hard currency-denominated revenues, raise the productivity of African consumers and producers, or increase the stock of long-term domestic African financial capital.
In closing, I wish to extend my thanks to our shareholders for their continued support.
Dr. Myma Belo-Osagie
Chairperson
April 2026
MANAGER'S REPORT
2025 marked the eighteenth full year of operation of Africa Opportunity Fund Limited (the "Fund" or "AOF"). Its ordinary shares had an annual return of 26%. At year-end, Africa Opportunity Fund, L.P., - the investment subsidiary of AOF, held $136,000 in cash, and $18 million in equity securities. The Fund's principal underlying end-of-year holdings were in Ghana, Kenya, Mauritius, and Zimbabwe.
The balance of this report will discuss a few of the Fund's holdings.
The Fund's Zimbabwean property holdings (Mashonaland Holdings and First Mutual Properties) turned in decent returns. Zimbabwe's currency enjoyed a placid 2025 with very little devaluation or depreciation in the official or unofficial foreign exchange markets. The total value of the Fund's Zimbabwe portfolio fell 3.4% from $7.6 million at the end of December 2024 to $7.3 million at the end of December 2025.[15] Shortly after year-end, we exited First Mutual Properties for a consideration of $2.2 million. Measured against the $2.3 million aggregate cost of our purchases of First Mutual Properties shares, this investment is hardly one that deserves celebration. Our hopes for an economic recovery in Zimbabwe proved far too optimistic. But we did learn a valuable lesson about the ability of real assets to preserve value in an inflationary environment, and we are pleased to have successfully achieved an exit.
Enterprise Group's shares delivered a total return of 156% in 2025, of which the Cedi's appreciation against the Dollar accounted for 40%. Its December 2025 audited equity attributable to shareholders, year-on-year, rose 16% in Cedis and 62% in Dollars to $128 million.[16] In Cedis, Enterprise's 2025 insurance revenues climbed 10% to 1.75 billion Cedis while its insurance service results after reinsurance jumped 74% to 494 million Cedis.[17] However, its net insurance service results plummeted 76% to 46 million Cedis after absorbing a 398% increase to 448 million Cedis in net insurance finance expense.[18] Ghana's strong macro-economic improvements, exemplified by the collapse of its year-on-year inflation from 23.8% in December 2024 to 5.4% in December 2025[19] and steep declines in short-term and long-term Cedi interest rates,[20] lowered discount rates used to calculate Enterprise's insurance liabilities with the effect of increasing the net present value of those liabilities. Those effects are included in Enterprise's spike in 2025 net insurance finance expense.
Enterprise's audited 2025 net profit attributable to its shareholders, year-on-year, fell 10% in Cedis to 218 million Cedis and rose 6% to $17 million.[21] Its net cash generated from operating activities fell 8% in Cedis to 692 million Cedis and rose 6% in Dollars to $55 million. Our initial impressions are Enterprise probably lost some pricing power as it faced more intense competition in its core Ghanaian markets in 2025 and ceded more of its general insurance business to reinsurers. Enterprise had a respectable year in both Cedis and Dollars. Valued on a P/E ratio of 3.35x, a dividend yield of 3.6%, and a P/B ratio of 0.45x, Enterprise's end-of-year $57 million market capitalisation remained cheap[22]. By the end of Q1 2026, its market capitalisation had soared to $187 million, placing it on a P/E ratio of 9.5x, a dividend yield of 1.1% and a P/B ratio of 1.54x. .
The Nairobi Stock Exchange Allshare Index enjoyed a 2025 total return, in both Kenyan shillings and Dollars, of 51%.[23] Kenya Power's ordinary shares enjoyed an excellent 2025 performance, with a total return of 206%, as it resumed the declaration of dividends after a nine-year hiatus. Its market capitalisation rose from $72 million at 2024 year-end to $205 million, while enterprise value climbed from $760 million to $826 million. Its heavy debt burden creates a setting in which Kenya Power's shares can re-rate materially if its regulators continue to allow it to charge cost-reflective tariffs while earning a return that covers both debt service and dividends to shareholders.
Its customers have surpassed 10 million, and it reached a record peak electricity demand of 2439 megawatts in December. Reserve margin, on the other hand, collapsed from the prudent international norm of 15% to 2.3%,[24] with the inevitable attendant increase in blackouts. It reported, for its June-December 2025 period, a 11% increase in purchased electricity units, a 7% rise in revenues to $890 million (vs. $833 million in H1 2024/5), a modest 2% climb in operating profit to $124 million (vs. $121 million in H1 2024/25), and a 4% step up to $80 million of net profit (vs. net profit of $77 million in H1 2024/5). A gratifying note was that free cashflow (before debt amortisation) rose by 35% to $26 million (vs. $20 million in H1 2024/5).
In these times of high crude oil prices, Kenya Power remains vulnerable to a steep depreciation of the Kenyan shilling that would raise the Kenyan shilling value of its Dollar and Euro denominated loans and power purchase agreements. We doubt that the plan to reduce that vulnerability through a transfer of those loans to its sister company - Kenya Transmission Company("Ketraco") - in consideration for the sale of its transmission lines to Ketraco will occur. Ketraco is battling for its very existence in a Kenyan court case brought by a Spanish contractor that acquired rights to enforce an arbitral award against Ketraco in favor of another insolvent Spanish contractor. Kenya Power continues to be hobbled by other handicaps. Reducing its vulnerability to a steep depreciation of the Kenyan shilling remains its most urgent challenge. Kenya Power's current $244 million market capitalization and $867 million enterprise value are attractive: a P/E ratio of 1.3x, a dividend yield of 6.8%, and a P/B ratio of 0.27x.[25] Despite its many challenges, we remain cautiously optimistic that Kenya Power can continue its current path of recovery.
The Fund targeted all its new investments among hard currency exporters: Anglogold Ashanti ("Anglogold"), Valterra, and Seplat. Anglogold's total return of 179% was the Fund's second highest return of 2025. We offloaded 10% of the Fund's holding in mid-October 2025. We must admit, though, that we did not fully foresee last year's dramatic appreciation of the gold price. We invested 2.3% of the Fund's February net asset value in shares of Anglogold. It owns 10 mines on three continents - Africa, Australia, and South America - plus some exploration assets in North America. Its market capitalisation, at the time of investment, was $15.9 billion and its enterprise value was $18.4 billion. By the end of December, Anglogold's market capitalisation and enterprise value had risen, respectively, to $43.0 billion and $44 billion.[26] Anglogold's 36.5 million gold ounce mineral reserves have a 12-year life. It has benefited handsomely from the combination of record gold prices, rising production, subdued cost increases, and accretive acquisitions. Its 2025 profits attributable to shareholders soared 163% from $1.0 billion in 2024 to $2.6 billion[27] on a 16% increase of sold gold from 2.679 million ounces in 2024 to 3.105 million ounces in 2025.[28] Average gold price per ounce received by Anglogold was $3468 and all-in sustaining costs per ounce was $1709.[29] Consequently, cash generated from operations approximated $5.4 billion[30] and it ended 2025 with $879 million of adjusted net cash.[31] It is noteworthy that Anglogold has also steadily expanded the size of its gold resources in the new "Beatty" gold district in southern Nevada with a maiden reserve estimate of 4.9 million ounces for the Arthur gold project.[32]
The volatile gold price, with its attendant leveraged effects on the share prices of miners like Anglogold, is a major source of anxiety for shareholders. Anglogold's improving operational and cost profile, the growing interest of central banks in purchasing gold for the non-Dollar monetary assets share of their foreign exchange reserves, its rising dividend yield and relative undervaluation when compared against other large gold producers provide some support to Anglogold's current valuation.
The Fund reassessed its valuation methodology for determining the fair value of Sand Tech Holding Limited. The methodology changed from a valuation based on recent share transactions involving Sand Tech shares to a valuation based on adjusted Net Asset Value. The change resulted in a reduction in Sand Tech's fair value.
We shall strive to enhance the value of the Fund in this fog of doubts and uncertainty. We continue to believe that the Fund's holdings are undervalued.
Francis Daniels
Africa Opportunity Partners
April 2026
AFRICA OPPORTUNITY FUND LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Notes |
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2025 |
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2024 |
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USD |
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USD |
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Income |
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Net gains on investment in subsidiaries at fair value |
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through profit or loss |
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6(a) |
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4,151,033 |
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4,428,175 |
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4,151,033 |
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4,428,175 |
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Expenses |
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Management fees |
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5(a) |
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350,000 |
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131,963 |
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Other operating expenses |
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62,205 |
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104,657 |
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Directors' fees |
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12 |
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69,999 |
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70,001 |
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Audit and professional fees |
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124,609 |
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220,419 |
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606,813 |
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527,040 |
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Income for the year attributable to equity holders* |
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3,544,220 |
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3,901,135 |
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Earnings per share attributable to equity holders** |
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11 |
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0.309 |
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0.340 |
* There is no other comprehensive income for the year.
** The Earnings per share attributable to equity holders have been calculated based on the weighted average number of shares in accordance with IAS 33.
AFRICA OPPORTUNITY FUND LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Notes |
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2025 |
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2024 |
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USD |
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USD |
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ASSETS |
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Cash and cash equivalents |
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8 |
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8,838 |
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205,356 |
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Other receivables and prepayments |
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7 |
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20,952 |
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9,507 |
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Investment in subsidiaries at fair value through profit or loss* |
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6(a) |
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17,387,935 |
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13,686,902 |
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17,417,725 |
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13,901,765 |
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Total assets |
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EQUITY AND LIABILITIES |
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LIABILITIES |
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Other payables |
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10 |
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94,323 |
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122,583 |
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94,323 |
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122,583 |
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Total liabilities |
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17,323,402 |
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13,779,182 |
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Net assets attributable to shareholders |
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Ordinary share capital |
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9 (a), 9(b) |
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114,689 |
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114,689 |
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Share premium |
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9(b) |
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5,810,553 |
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5,810,553 |
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Retained earnings |
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11,398,160 |
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7,853,940 |
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17,323,402 |
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13,779,182 |
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Total equity |
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Net assets value per share: |
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- Ordinary shares |
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1.510 |
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1.201 |
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*The investment in subsidiaries at fair value through profit or loss include the investment in the Master Fund - |
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AFRICA OPPORTUNITY FUND LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Share |
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Share |
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Retained |
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Capital |
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Premium |
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Earnings |
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Total |
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USD |
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USD |
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USD |
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USD |
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At 1 January 2024 |
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114,689 |
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5,810,553 |
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3,952,805 |
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9,878,047 |
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OPERATIONS: |
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Income/total comprehensive income for the year |
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- |
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- |
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3,901,135 |
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3,901,135 |
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114,689 |
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5,810,553 |
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7,853,940 |
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13,779,182 |
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At 31 December 2024 |
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Share |
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Share |
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Retained |
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Capital |
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Premium |
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Earnings |
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Total |
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USD |
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USD |
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USD |
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USD |
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At 1 January 2025 |
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114,689 |
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5,810,553 |
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7,853,940 |
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13,779,182 |
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OPERATIONS: |
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Income/total comprehensive income for the year |
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- |
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- |
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3,544,220 |
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3,544,220 |
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114,689 |
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5,810,553 |
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11,398,160 |
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17,323,402 |
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At 31 December 2025 |
AFRICA OPPORTUNITY FUND LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Notes |
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2025 |
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2024 |
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USD |
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USD |
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Operating activities |
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|
|
|
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Income for the year |
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3,544,220 |
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3,901,135 |
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Adjustment for non-cash items: |
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Net (gains) on investment in subsidiaries at |
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fair value through profit or loss |
6(a) |
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(4,151,033) |
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(4,428,175) |
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|
|
|
|
|
|
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Cash used in operating activities |
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(606,813) |
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(527,040) |
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|
|
|
|
|
|
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Net changes in operating assets and liabilities |
|
|
|
|
|
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Reduction in investments in subsidiaries at fair value |
|
|
|
|
|
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through profit or loss |
6(a) |
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450,000 |
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740,000 |
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(Increase)/decrease in other receivables and prepayments |
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(11,445) |
|
1,531 |
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Decrease in other payables |
|
|
(28,260) |
|
(38,102) |
|
|
|
|
|
|
|
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Net cash generated from operating activities |
|
|
410,295 |
|
703,429 |
|
|
|
|
|
|
|
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Net (decrease)/increase in cash and cash equivalents |
|
|
(196,518) |
|
176,389 |
|
|
|
|
|
|
|
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Cash and cash equivalents at 1 January |
205,356 |
|
28,967 |
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|
|
|
|
|
|
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Cash and cash equivalents at 31 December |
|
|
8,838 |
|
205,356 |
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Africa Opportunity Fund Limited (the "Company") was launched with an Alternative Market Listing "AIM" in July 2007 and moved to the Specialist Funds Segment "SFS" in April 2014.
Africa Opportunity Fund Limited is a closed-ended fund incorporated with limited liability and registered in Cayman Islands under the Companies Law on 21 June 2007, with registered number MC-188243. The Company is exempted from registering with CIMA under the Private Funds Act of the Cayman Islands given that it is listed on the Specialist Funds Segment of the London Stock Exchange which is approved by CIMA.
The Company had a limited life, and was not deemed a going concern, for the 2024 period through 14 July 2024. The Company has been deemed a going concern for the period from 15 July 2024 through 31 December 2025. Shareholders ratified the adoption of the New Investment Policy at a 15 July 2024 EGM, as the Directors and shareholders considered it to be in the best interests of the Company and its shareholders to terminate the liquidation strategy previously adopted effective 1 July 2019. The shareholders also ratified the removal of the continuation vote policy at the EGM. This ratification, and the transition from a liquidation strategy to a continuing investment policy, dictated that the Company be deemed to have an indefinite life and be considered a going concern. See Note 4 for additional details regarding the going concern status.
The Company aims to earn superior returns by investing in businesses that it believes can flourish in Africa and, in doing so, aiding capital formation and the mobilisation of savings with the intention of growing wealth and productivity in Africa's economies. The Company has the ability to invest in a wide range of asset classes including real estate interests, equity, quasi-equity or debt instruments and debt issued by African sovereign states and government entities.
The Company's investment activities are managed by Africa Opportunity Partners LLC, a limited liability company incorporated in Delaware, United States and acting as the investment manager pursuant to an Amended and Restated Investment Management Agreement dated 21 June 2024.
To ensure that investments to be made by the Company and the returns generated on the realisation of investments are both effected in the most tax efficient manner, the Company has established Africa Opportunity Fund L.P. ("the Master Fund") as an exempted limited partnership in the Cayman Islands. All investments made by the Company are made through the limited partnership. The limited partners of the limited partnership are the Company and AOF CarryCo Limited. The general partner of the limited partnership is Africa Opportunity Fund (GP) Limited. Africa Opportunity Fund Limited holds 100% of Africa Opportunity Fund (GP) Limited.
The financial statements for the Company for the year ended 31 December 2025 were authorised for issue in accordance with a resolution of the Board of Directors on 30 April 2026.
Presentation currency
The financial statements are presented in United States dollars ("USD"). All figures are presented to the nearest dollar.
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES
The material accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied from the prior year to the current year for items which are considered material in relation to the financial statements.
Statement of compliance
The financial statements are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
Basis of preparation
The Company satisfied the criteria of an investment entity under IFRS 10: Consolidated Financial Statements. As such, its interest in the subsidiaries has been classified as financial assets at fair value through profit or loss, and measured at fair value. This consolidation exemption has been applied and more details of this assessment are provided in Note 4 "critical accounting judgements, estimates and assumptions." The financial statements have been prepared under the historical cost convention except for financial assets and financial liabilities measured at fair value through profit or loss.
Although these estimates are based on management's knowledge of current events and actions, actual results ultimately may differ from those estimates. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise its judgment in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are material to the financial statements are disclosed in Note 4.
The Company presents its statement of financial position in order of liquidity. An analysis regarding recovery within 12 months (current) and more than 12 months after the reporting date (non-current) is presented in Note 14.
The Company's financial statements include disclosure notes on the Master Fund, Africa Opportunity Fund L.P., given that the net asset value of the Master Fund is a significant component of the Investment in subsidiaries at fair value through profit or loss, of the Company. These additional disclosures are made in order to provide the users of the financial statements within an overview of the Master Fund performance.
Please refer to Note 1 and Note 4 for additional details regarding the going concern status of the Company.
Foreign currency translation
(i) Functional and presentation currency
The Company's financial statements are presented in USD which is the functional currency, being the currency of the primary economic environment in which the Company operates. The Company determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency of the Company is USD. The Company chooses USD as the presentation currency.
(ii) Transactions and balances
Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of the exchange ruling at the reporting date. All differences are taken to profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Classification
(i) Financial assets at fair value through profit or loss
For the Company, financial assets classified at fair value through profit or loss upon initial recognition include investment in subsidiaries.
Investment in subsidiaries
In accordance with the exception under IFRS 10 Consolidated Financial Statements, the Company does not consolidate subsidiaries in the financial statements. Investments in subsidiaries are accounted for as financial instruments at fair value through profit or loss in accordance with IFRS 9 - Financial Instruments.
Management concluded that the Company meets the definition of an investment entity as it invests solely for returns from capital appreciations, investment income or both, and measures and evaluates the performance of its investments on a fair value basis. Accordingly, consolidated financial statements have not been prepared.
The Company measures the investment in subsidiaries at fair value through profit or loss at fair value. Subsequent changes in the fair value of these investments are recorded in 'Net gain or loss on investment in subsidiaries at fair value through profit or loss.
(ii) Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the following conditions are met:
· The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows
· The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding
(iii) Other financial assets and liabilities
This category includes all financial assets and liabilities, which are carried at amortised cost. The Company includes in this category amounts relating to other receivables and other payables.
(a) Initial recognition
The Company recognises a financial asset or a financial liability when, and only when, it becomes a party to the contractual provisions of the instrument.
Purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the marketplace are recognised directly on the trade date, i.e., the date that the Master Fund commits to purchase or sell the asset.
(b) Initial measurement
Financial assets and liabilities at fair value through profit or loss are recorded in the statement of financial position at fair value. All transaction costs for such instruments are recognised directly in profit or loss.
(c) Subsequent measurement
Financial assets and liabilities at amortised costs are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
(e) Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised where:
· The rights to receive cash flows from the asset have expired; or
· The Company has transferred its rights to receive cash flows from the asset.
The Company derecognises a financial liability when the obligation under the liability is discharged, cancelled or expires.
Impairment of financial assets
The Company recognises an allowance for expected credit losses (ECLs) for all financial assets measured at amortised cost. When measuring ECL, the Company uses reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other. Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the entity would expect to receive, taking into account cash flows from credit enhancements. The Company considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
At the reporting date, there was no receivable from related party. As a result, no ECL has been recognised.
Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Determination of fair value
The Company, at the feeder level, measures its investments in subsidiaries at net asset value (NAV) at each reporting date. Please refer to Note 6 for additional details.
For investments at the master fund level, 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. The fair value measured is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Company. The fair value for financial instruments traded in active markets at the reporting date is based on their quoted price without any deduction for transaction costs.
For all other financial instruments at the master level that are not traded in an active market, the fair value is determined by using appropriate valuation techniques. Valuation techniques include: using recent arm's length market transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models making as much use of available and supportable market data as possible. An analysis of fair values of financial instruments and further details as to how they are measured is provided in Note 6.
The Company uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation technique:
· Level 1: quoted (unadjusted) market prices in active markets for identical assets and liabilities.
· Level 2: valuation techniques for which the lowest level input that is material to the fair value measurement is directly or indirectly observable.
· Level 3: valuation techniques for which the lowest level input that is material to the fair value measurement is unobservable.
Net gain or loss on financial assets at fair value through profit or loss
This item includes changes in the fair value of financial assets held for trading or 'at fair value through profit or loss' and excludes expenses.
Unrealised gains and losses comprise changes in the fair value of financial instruments for the year and from reversal of prior year's unrealised gains and losses for financial instruments which were realised in the reporting period.
Classification of financial instruments, liabilities and equity.
The shares are classified as equity if those shares have all the following features:
(a) It entitles the holder to a pro rata share of the Company's net assets in the event of the Company's liquidation.
The Company's net assets are those assets that remain after deducting all other claims on its assets. A pro rata share is determined by:
(i) dividing the net assets of the Company on liquidation into units of equal amount; and
(ii) multiplying that amount by the number of the shares held by the shareholder.
(b) The shares are in the class of instruments that is subordinate to all other classes of instruments. To be in such a class the instrument:
(i) has no priority over other claims to the assets of the Company on liquidation, and
(ii) does not need to be converted into another instrument before it is in the class of instruments that is subordinate to all other classes of instruments.
(c) All shares in the class of instruments that is subordinate to all other classes of instruments must have an identical contractual obligation for the issuing Company to deliver a pro rata share of its net assets on liquidation.
In addition to the above, the Company must have no other financial instrument or contract that has:
(a) total cash flows based substantially on the profit or loss, the change in the recognised net assets or the change in the fair value of the recognised and unrecognised net assets of the Company (excluding any effects of such instrument or contract) and
(b) the effect of substantially restricting or fixing the residual return to the shareholders.
The shares satisfy the above conditions and thus meet the requirements to be classified as equity. Movement in fair value is shown in the Statement of Profit or Loss and Other Comprehensive Income as an 'income/(loss) for the year attributable to equity holders'.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank. Cash and cash equivalents are measured at amortised cost. The statement of cash flows presents cash and cash equivalents as at the bank balances of the reporting date.
3. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Company applied for the first-time the below standards and amendments, which are effective for annual periods beginning on or after 1 January 2025. A number of new and amended standards became effective during the financial year. Management has concluded that none of these standards were relevant to the Company.
3.1 ACCOUNTING STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE
The following relevant standards, amendments to existing standards and interpretations were in issue but not yet effective. The Company will adopt these standards, if applicable, when they become effective. No early adoption of these standards and interpretations is intended by the Board of directors.
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Effective for |
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Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments |
1 January 2026 |
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Amendments to IFRS 18: Presentation and Disclosure in Financial Statements |
1 January 2027 |
The Company is currently assessing and identifying the aspects of these amendments that will impact the financial statements and notes to the financial statements. The Directors are of opinion that the above standards are not expected to have an impact on the Company's financial statements.
4. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts recognised in the financial statements and disclosure of contingent liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Judgements
In the process of applying the Company's accounting policies, management has made the following judgements, which have the most material effect on the amounts recognised in the financial statements:
Going concern
The Company had a limited life, and was not deemed a going concern, for 2024 period through 14 July 2024. The Company has been deemed a going concern for the period from 15 July 2024 through 31 December 2025. At the Extraordinary General Meeting ("EGM") of the Company held on 15 July 2024, the shareholders voted in favor of a New Investment Policy which ended the liquidation strategy and the process of periodic shareholder continuation votes. The shareholders also ratified the removal of the continuation vote policy at the EGM. This ratification, and the transition from a liquidation strategy to a continuing investment policy, dictated that the Company be deemed to have an indefinite life and be considered a going concern.
Below is a brief synopsis of the investment strategy as approved with the adoption of the New Investment Policy and consistent with the Company's Circular dated 24 June 2024:
The Investment Manager, relying on the extensive experience of the management team, selects a limited number of investment opportunities. In selecting those investment opportunities, the Investment Manager will adhere to an analytical process, elements of which include: classifying each investment opportunity in the appropriate categories of an asset-based equity opportunity, an earnings-based equity opportunity, distressed debt, corporate debt, African sovereign debt, arbitrage, or special situations.
The Company will screen potential investee companies according to its value investing principles. It will seek to invest in investee companies valued at substantial discounts to their intrinsic value. In terms of industries, the Company's search will include companies with a record of profitable exports from Africa, catalysts for productivity growth in Africa, companies participating in the growth of long-term real savings, companies managing the growth, and operations, of African infrastructure and networks, and companies able to lower profitably the real prices of goods and services consumed by African consumers.
The assessment of equity investment opportunities involves:
· in the case of an asset-based equity opportunity, determining whether the equity securities of the company or entity under consideration commands a valuation which is materially lower than the Investment Manager's estimate of that company's or entity's intrinsic value. The determination of a company's or entity's intrinsic value is based on a variety of standards such as comparing the book value of the assets of the company or entity against the price the Investment Manager believes would be paid for a similar asset in a private transaction, or the valuations of listed peers of that company or entity;
· in the case of an earnings-based equity opportunity, determining whether the equity securities of the company or entity under consideration possesses both a high real return on assets and earnings yield higher than the local currency denominated government debt of the country in which the assets of that company are located;
· comparing the valuation of the company or entity in question against valuations of its listed and private peers (where possible) in different parts of Africa, non-African emerging markets and developed markets;
· understanding the industry in which the company or entity under consideration operates, the prospects of that industry and the prospects of competitors of the company or entity in question. This aspect will frequently require discussions with industry participants;
· comparing each security issued by the relevant company or entity against its other classes of issued securities to determine which security offers the best risk-reward ratio to the Group; and
· estimating the product of the probability of loss and the quantum of loss of an investment opportunity to set off against the product of the probability of gain and the quantum of gain of that investment to determine the risk-adjusted potential return on that investment opportunity. As a general proposition, the higher the anticipated probability of loss of an investment, the smaller the likely investment.
Provided the investment opportunity falls within the investment policy of the Group, the Investment Manager will have, on behalf of the Group, the discretion to make and dispose of investments. However, in the event that an investment will constitute more than 20% of Net Asset Value at the time of investment the prior approval of the Board will be required. Before any investment is undertaken by the Group, all appropriate due diligence will be undertaken, and this will include checking the United States's sanctions list. Special consideration will also be given to money laundering and terrorist financing risks and any and all politically exposed persons who may be a part of, or have close links with, any target company.
Determination of functional currency
The determination of the functional currency of the Company is critical since recording of transactions and exchange differences arising thereon are dependent on the functional currency selected. As described in Note 2, the directors have considered those factors therein and have determined that the functional currency of the Company is the United States Dollar.
Assessment for an investment entity
An investment entity is an entity that:
(a) Obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services;
(b) Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and
(c) Measures and evaluates the performance of substantially all of its investments on a fair value basis.
An investment entity must demonstrate that fair value is the primary measurement attribute used. The fair value information must be used internally by key management personnel and must be provided to the entity's investors. In order to meet this requirement, an investment entity would:
· Elect to account for investment property using the fair value model in IAS 40 Investment Property
· Elect the exemption from applying the equity method in IAS 28 for investments in associates and joint ventures, and
· Measure financial assets at fair value in accordance with IFRS 9.
In addition, an investment entity should consider whether it has the following typical characteristics:
· It has more than one investment, to diversify the risk portfolio and maximise returns;
· It has multiple investors, who pool their funds to maximise investment opportunities;
· It has investors that are not related parties of the entity; and
· It has ownership interests in the form of equity or similar interests.
The Board considers that the Company continues to meet the definition of an investment entity as it invests solely for returns from capital appreciations, investment income or both, and measures and evaluates the performance of its investments in subsidiaries on a fair value basis. In addition, the Company has more than one investor and the major investors are not related parties of the Company. Accordingly, consolidated financial statements have not been prepared. IFRS 10 Consolidated Financial Statements provides "investment entities' an exemption from the consolidation of particular subsidiaries and instead require that an investment entity measures the investment in each eligible subsidiary at fair value through profit or loss in accordance with IFRS 9 Financial Instruments.
Assumptions and Estimates
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a material risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur. When the fair value of financial assets and financial liabilities recorded in the statement of financial position cannot be derived from active markets, their fair value is determined using a variety of valuation techniques that include the use of mathematical models.
Fair value of financial instruments
The Company's investment manager considers the valuation techniques and inputs used in valuing the subsidiaries as part of its due diligence, to ensure they are reasonable and appropriate. The NAV of the subsidiary is used to measure fair value. In measuring this fair value, the NAV of the subsidiary is adjusted, as necessary, to reflect restrictions on redemptions, future commitments, and other specific factors of the subsidiary and Investment Manager. Given that the Company controls the Master Fund, no adjustment has been deemed necessary to the NAV of the Master Fund to reflect any restrictions that may have been applicable had the Company held a minority stake in the Master Fund. Moreover, given that the Master Fund invests more than 95% in quoted securities, the Company has classified its investments in subsidiary as level 2.
IFRS 13 requires disclosures relating to fair value measurements using a three-level fair value hierarchy. The level within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is material to the fair value measurement in its entirety as provided in Note 6. Assessing the significance of a particular input requires judgement, considering factors specific to the asset or liability. To assess the significance of a particular input to the entire measurement, the Company performs sensitivity analysis or stress testing techniques.
5a. AGREEMENTS
Investment Management Agreement
Effective 15 July 2024, the Company and the Investment Manager have, upon the approval of the Reorganisation Resolution at the EGM in July 2024, entered into the Amended and Restated Investment Management Agreement which amends the fees payable to the Investment Manager as follows:
Management fees
A fixed management fee equal to USD 350,000 per annum. The management fee charged during 2025 was USD 350,000 per annum (2024: USD 163,013).
Realisation fees
The Investment Manager was entitled to the following realisation fees during the period of 1 January 2024 to 15 July 2024 from the net proceeds of all portfolio realisations (including any cash returned by way of a Compulsory Redemption):
On distributions of cash to Shareholders: 1 per cent of the net amounts realised.
Effective 15 July 2024, with the adoption of the New Investment Policy at the July 2024 EGM, the realisation fee was terminated.
The revisions to the arrangements with the Investment Manager, constitute a related party transaction under the Company's related party policy, and in accordance with that policy, the Company was required to obtain: (i) the approval of a majority of the Directors who are independent of the Investment Manager; and (ii) a fairness opinion or third-party valuation in respect of such related party transaction from an appropriately qualified independent adviser.
The aggregate realisation, management and performance fees for the financial year ended 31 December 2025 amounted to USD 350,000 management and performance fees for the year ended 31 December 2024 were USD 163,013 of which USD 163,013 relates to management fees.
Administrative Agreement
Effective 01 January 2025, NAV Fund Services (Cayman) Ltd. was appointed to serve as the Administrator for the Company. Prior to 01 January 2025, SS&C Technologies Inc. served as the Administrator for the Company. Administrative fees are expensed at the Master Fund level and have been included in the NAV of the subsidiary.
Custodian Agreements
A Custodian Agreement has been entered into by the Master Fund and Standard Chartered Bank (Mauritius) Ltd, whereby Standard Chartered Bank (Mauritius) Ltd ("SCB") would provide custodian services to the Master Fund and would be entitled to a custody fee of between 18 and 25 basis points per annum of the value of the assets held by the custodian and a tariff of between 10 and 45 basis points per annum of the value of assets held by the custodian. The custodian fees are expensed at the Master Fund level and have been included in the NAV of the subsidiary.
Following the exit of SCB from the Zimbabwe market in 2024, Custodial Agreements were entered into by the Master Fund and FBC Bank Limited ("FBC"), whereby FBC would provide custodian services and hold direct custody of Zimbabwe securities and would be entitled to a custody fee of 10 basis points per annum on the market value of the assets held by the custodian. The custodian fees are expensed at the Master Fund level and have been included in the NAV of the subsidiary.
5b. SUMMARY OF MATERIAL ACCOUNTING POLICIES AT THE MASTER FUND LEVEL
Africa Opportunity Fund LP (the "Master Fund") is incorporated in the Cayman Islands and is not subject to regulatory review. Management has voluntarily disclosed all the policies and notes to the accounts of the Master Fund to provide shareholders of the Company with a better insight.
The primary accounting policies are similar as in Note 2. Those policies which only relate to the Master Fund's financial statements are set out below. These policies have been consistently applied from the prior year to the current year for items which are considered material in relation to the financial statements.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(a) Classification
The Master Fund classifies its financial assets and liabilities in accordance with IFRS 9 into the following categories:
(i) Financial assets at fair value through profit or loss
These include equity securities that are not held for trading. These financial assets are classified at FVTPL on the basis that they are part of a group of financial assets which are managed and have their performance evaluated on a fair value basis, in accordance with risk management and investment strategies of the Company, as set out in each of their offering documents. The financial information about the financial assets is provided internally on that basis to the Investment Manager and to the Board of Directors.
Derivatives - Options
Derivatives are classified as held for trading (and hence measured at fair value through profit or loss) unless they are designated as effective hedging instruments (however the Company does not apply any hedge accounting). The Master Fund's derivatives relate to option contracts.
Options are contractual agreements that convey the right, but not the obligation, for the purchaser either to buy or sell a specific amount of a financial instrument at a fixed price, either at a fixed future date or at any time within a specified period.
The Master Fund purchases and sells put and call options through regulated exchanges and OTC markets. Options purchased by the Master Fund provide the Master Fund with the opportunity to purchase (call options) or sell (put options) the underlying asset at an agreed-upon value either on or before the expiration of the option. The Master Fund is exposed to credit risk on purchased options only to the extent of their carrying amount, which is their fair value.
Options written by the Master Fund provide the purchaser the opportunity to purchase from or sell to the Master Fund the underlying asset at an agreed-upon value either on or before the expiration of the option.
Options are generally settled on a net basis.
Derivatives relating to options are recorded at the level of the Master Fund. The financial statements of the Company do not reflect the derivatives as they form part of the net asset value (NAV) of the Master Fund which is fair valued.
(ii) Financial assets at amortised cost
The Master Fund measures financial assets at amortised cost if both of the following conditions are met:
· The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows.
· The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified, or impaired. The Master Fund's financial assets at amortised cost comprise 'trade and other receivables' and 'cash and cash equivalents in the statement of financial position.
(iii) Other financial assets and liabilities
This category includes all financial assets and liabilities, which are carried at amortised cost. The Master Fund includes in this category amounts relating to trade and other payables.
(a) Recognition
The Master Fund recognises a financial asset or a financial liability when, and only when, it becomes a party to the contractual provisions of the instrument.
Purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the marketplace are recognised directly on the trade date, i.e., the date that the Master Fund commits to purchase or sell the asset.
(b) Initial measurement
Financial assets at fair value through profit or loss are recorded in the statement of financial position at fair value. All transaction costs for such instruments are recognised directly in profit or loss.
Financial assets at amortised cost and financial liabilities (other than those classified as held for trading) are measured initially at their fair value plus any directly attributable incremental costs of acquisition or issue.
(c) Subsequent measurement
The Master Fund measures financial instruments which are classified at fair value through profit or loss at fair value. Subsequent changes in the fair value of those financial instruments are recorded in 'Net gain or loss on financial assets at fair value through profit or loss. Interest earned elements of such instruments are recorded separately in 'Interest revenue'. Dividend expenses related to short positions are recognised in 'Dividends on securities sold not yet purchased'. Dividend income/distributions received on investments at FVTPL is recorded in "Net gain or loss on financial assets at fair value through profit or loss".
Financial assets and liabilities at amortised costs are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
(d) Subsequent measurement
The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Master Fund estimates cash flows considering all contractual terms of the financial instruments but does not consider future credit losses. The calculation includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts.
(e) Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised where:
· The rights to receive cash flows from the asset have expired; or
· The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and
Either (a) the Master Fund has transferred substantially all the risks and rewards of the asset, or (b) the Master Fund has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset. When the Master Fund has transferred its rights to receive cash flows from an asset (or has entered a pass-through arrangement) and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Master Fund's continuing involvement in the asset.
The Master Fund derecognises a financial liability when the obligation under the liability is discharged, cancelled or expires.
Determination of fair value
The Master Fund measures its investments in financial instruments, specifically equities, at fair value at each reporting date.
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. The fair value measured is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Master Fund. The fair value for financial instruments traded in active markets at the reporting date is based on their quoted price without any deduction for transaction costs.
For all other financial instruments not traded in an active market, the fair value is determined by using appropriate valuation techniques. Valuation techniques include: using recent arm's length market transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models making as much use of available and supportable market data as possible. An analysis of fair values of financial instruments and further details as to how they are measured is provided in Note 6.
The Master Fund uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation technique:
· Level 1: quoted (unadjusted) market prices in active markets for identical assets and liabilities.
· Level 2: valuation techniques for which the lowest level input that is material to the fair value measurement is directly or indirectly observable.
· Level 3: valuation techniques for which the lowest level input that is material to the fair value measurement is unobservable.
Impairment of financial assets
The Master Fund recognises an allowance for expected credit losses (ECLs) for all financial assets measured at amortised cost. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Master Fund expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised either on a 12-month or lifetime basis. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
The Master Fund considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Master Fund may also consider a financial asset to be in default when internal or external information indicates that the Master Fund is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Master Fund. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
For trade receivables, the Master Fund applies a simplified approach in calculating ECLs. Therefore, the Master Fund does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. At the reporting date, the assessment of the Master Fund's debt instruments which include other receivables and cash and cash equivalents were considered as de minimis. As a result, no ECL has been recognised as any amount would have been insignificant.
Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Net gain or loss on financial assets and liabilities at fair value through profit or loss
This item includes changes in the fair value of financial assets and liabilities held for trading or designated upon initial recognition as 'at fair value through profit or loss' and excludes interest and expenses. At the Master Fund Level, the fair value gains and losses exclude interest and dividend income.
Unrealised gains and losses comprise changes in the fair value of financial instruments for the year and from reversal of prior year's unrealised gains and losses for financial instruments which were realised in the reporting period.
Realised gains and losses on disposals of financial instruments classified as 'at fair value through profit or loss' are calculated using the Average Cost (AVCO) method. They represent the difference between an instrument's initial carrying amount and disposal amount, or cash payments or receipts made on derivative contracts (excluding payments or receipts on collateral margin accounts for such instruments).
Due to and due from brokers
Amounts due to brokers are payables for securities purchased (in a regular way transaction) that have been contracted for but not yet delivered on the reporting date at the Master Fund level. Refer to the accounting policy for financial liabilities, other than those classified at fair value through profit or loss for recognition and measurement.
Amounts due from brokers include margin accounts and receivables for securities sold (in a regular way transaction) that have been contracted for but not yet delivered on the reporting date. Refer to accounting policy for financial assets at amortised cost for recognition and measurement.
Interest revenue and expense
Interest revenue and expense are recognised in profit or loss for all interest-bearing financial instruments using the effective interest method.
Dividend revenue
Dividend revenue is recognised when the Master Fund's right to receive the payment is established. Dividend revenue is presented gross of any non-recoverable withholding taxes, which are disclosed separately in profit or loss of the Master Fund.
6. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
6(a). Investment in subsidiaries at fair value
The Company has established Africa Opportunity Fund L.P., an exempted limited partnership in the Cayman Islands to ensure that the investments made and returns generated on the realisation of the investments made and returns generated on the realisation of the investments are both effected in the most tax efficient manner. All investments made by the Company are made through the limited partner which acts as the master fund. At 31 December 2025, the limited partners of the limited partnership are the Company (96%) and AOF CarryCo Limited (4%). The general partner of the limited partnership is Africa Opportunity Fund (GP) Limited. Africa Opportunity Fund Limited holds 100% of Africa Opportunity Fund (GP) Limited.
|
|
|
2025 |
|
2024 |
|
|
|
USD |
|
USD |
|
|
|
|
|
|
|
Investment in Africa Opportunity Fund L.P. |
|
17,381,745 |
|
13,682,218 |
|
Investment in Africa Opportunity Fund (GP) Limited |
|
6,190 |
|
4,684 |
|
|
|
|
|
|
|
Total investment in subsidiaries at fair value |
|
17,387,935 |
|
13,686,902 |
|
|
|
|
|
|
|
Fair value at 01 January |
|
13,686,902 |
|
9,998,727 |
|
Reduction in investment in subsidiaries* |
|
(450,000) |
|
(740,000) |
|
Net gain on investment in subsidiaries at fair value |
|
4,151,033 |
|
4,428,175 |
|
|
|
|
|
|
|
Fair value at 31 December |
|
17,387,935 |
|
13,686,902 |
|
|
|
|
|
|
* The reduction in investment in subsidiaries relates to capital withdrawn from the Master Fund by the Company.
6(b). Fair value hierarchy
The Company uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation technique:
Level 1: quoted (unadjusted) market prices in active markets for identical assets and liabilities.
Level 2: valuation techniques for which the lowest level input that is material to the fair value measurement is directly or indirectly observable.
Level 3: valuation techniques for which the lowest level input that is material to the fair value measurement is unobservable.
Note: The assets and liabilities of the Master Fund have been presented but do not represent the assets and liabilities of the Company as the Master Fund has not been consolidated.
· Fair value hierarchy of the Company
|
|
|
31 December |
|
|
|
|
|
|
|
|
|
2025 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
COMPANY |
|
USD |
|
USD |
|
USD |
|
USD |
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries |
|
17,387,935 |
|
- |
|
17,387,935 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December |
|
|
|
|
|
|
|
|
|
2024 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
COMPANY |
|
USD |
|
USD |
|
USD |
|
USD |
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries |
|
13,686,902 |
|
- |
|
13,686,902 |
|
- |
|
|
|
|
|
|
|
|
|
|
· Fair value hierarchy of the Master Fund
The Company has investment in Africa Opportunity Fund L.P., the Master Fund, amounting to USD 17,387,935. The underlying investments of the Master Fund amounts to USD 18,287,575. Details on the financial assets of the Master Fund and fair value hierarchy are as follows:
|
|
|
31 December 2025 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
MASTER FUND |
|
|
|
USD |
|
USD |
|
USD |
|
|
|
|
|
|
|
|
|
|
|
Financial assets at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
18,287,575 |
|
10,451,253 |
|
7,340,938 |
|
495,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
18,287,575 |
|
10,451,253 |
|
7,340,938 |
|
495,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2024 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
MASTER FUND |
|
|
|
USD |
|
USD |
|
USD |
|
|
|
|
|
|
|
|
|
|
|
Financial assets at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
13,031,893 |
|
3,302,361 |
|
9,729,532 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
13,031,893 |
|
3,302,361 |
|
9,729,532 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6(c). The valuation technique of the investment in subsidiaries at Company level is as follows:
The Company's investment manager considers the valuation techniques and inputs used in valuing these funds as part of its due diligence, to ensure they are reasonable and appropriate. The NAV of the subsidiary is used to measure fair value. In measuring this fair value, the NAV of the subsidiary is adjusted, as necessary, to reflect restrictions on redemptions, future commitments, and other specific factors of the subsidiary and Investment Manager. Given that the Company controls the Master Fund, no adjustment has been deemed necessary to the NAV of the Master Fund to reflect any restrictions that may have been applicable had the Company held a minority stake in the Master Fund. Moreover, given that the Master Fund invests more than 95% in quoted securities, the Company has classified its investments in subsidiary as level 2.
6(d). The valuation techniques of the investments at Master Fund level are as follows:
Equity investments
These pertain to equity investments which are quoted for which there is a market price. As a result, they are classified within level 1 of the hierarchy except for the valuation of listed on the Zimbabwe Stock Exchange which have been classified as level 2 given that their quoted share price has been discounted as at 31 December 2025 as follows:
Valuation of investments listed on the Zimbabwe Stock Exchange
The total carrying value of the investments held by the Master Fund amounted to USD 18,287,575 as at 31 December 2025 (Note 6(b)), of which USD 7,340,929 (2024: USD 7,603,652) represents investments listed on the Zimbabwe Stock Exchange. Based on quoted prices on the Zimbabwe Stock Exchange, these investments would have been valued at USD 9,324,255 (2024: USD 12,170,608). However, owing to the ongoing market instability, hyperinflationary economy and difficulty repatriating ZiG currency to USD, a discount has been applied to the market price to arrive at the fair value of USD 7,340,929 (2024: USD 7,603,652).
In April 2024, the Governor of the Reserve Bank of Zimbabwe introduced the Zimbabwe Gold Notes and Coins ("ZiG") as the new currency of Zimbabwe. The intent of the recalibrated monetary policy is to address the state of price and exchange rate instability in the economy. The structured currency introduced is anchored by a composite basket of foreign currency and precious metals (primarily gold) held as reserves by the Reserve Bank. The starting exchange rate was determined by the prevailing closing interbank exchange rate as at 5 April and the London PM Fix price of gold as at 4 April 2024. The intervening exchange rate is determined by the inflation differential between ZiG and the USD inflation rates and the movement in the price of the basket of precious minerals held as reserves. In prior years, the Company discounted the ZiG, as it had previously done with the ZWL, due to the perceived inability to repatriate funds at, or close to, the official rate. The Company adjusted the official exchange rate by utilising the inflation differential with the US Dollar. The Company adjusted its model to reflect a 20% surrender requirement on the basis that the reported CPI captured only 80% of actual inflation, as it had done with the previous ZWL discount. This discount factor changes every month.
As at reporting date, an alternate valuation procedure has been performed, and it was concluded that the utilisation of the parallel rate is more representative of market conditions. The Company weighed a potential inability to access investment proceeds in USD, to experience a foreign exchange loss while awaiting repatriation or of being tendered Zimbabwe T-Bills in lieu of USD as more significant a risk. Based on quoted price on the Zimbabwe stock exchange, these investments would have been valued at USD 9,324,255. After much deliberation and consideration of the inherent subjectivity of these risks, management acquiesced to the utilisation of the parallel rate which was 33 at the reporting date (the official rate was 25.98), reducing the discount to 21.3%. The value of the Zimbabwe investments recorded in the books of the Company, after applying this revised discount factor, was USD 7,340,929.
Unquoted equity investments
Sand Technology Holdings ("Sand Tech") (formerly known as African Leadership University) is a global solutions company with expertise in enterprise and industrial artificial intelligence. The Investment Manager valued Sand Tech on the basis of an observable arms-length transaction between existing shareholders selling a portion of their shares and an unaffiliated third party. The transactions were agreed via an omnibus share purchase agreement dated 28 September 2022 with dates of the agreements evidencing the first, second, third, and fourth tranches, respectively, 30 September 2022, 5 December 2022, 6 March 2023 and 5 June 2023 (the fourth tranche was converted to partial purchases in June and September 2023, the overall number of shares remaining consistent), and thus were utilised as the basis of the valuation as at 31 December 2024. During the year, the directors have re-assessed the valuation approach and determined that a Net Asset Value ("NAV") approach would be used to determine fair value, which resulted in a write down of approximately $1.6 million. The NAV approach relies on company-specific financial information and the determination of fair value does not apply market multiples.
Unquoted equity investments
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
|
|
|
|
|
|
Investment in Sand Tech Holdings |
|
495,384 |
|
2,125,800 |
|
|
|
|
|
|
|
Financial asset and liabilities at fair value at fair value through profit or loss |
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
Investment in Sand Tech Holdings: |
|
|
|
|
|
At 1 January |
|
2,125,800 |
|
2,125,800 |
|
Change in unrealised loss |
|
(1,630,416) |
|
- |
|
At 31 December |
|
495,384 |
|
2,125,800 |
|
|
|
|
|
|
|
Total loss included in the statement of profit or loss and other comprehensive |
|
|
|
|
|
income of Africa Opportunity Fund L.P. for asset held at the end of the |
|
(1,630,416) |
|
- |
|
reporting period. |
|
|
|
|
Valuation techniques
The Company invests in a private company which is not quoted in an active market. Transactions in such investments do not occur on a regular basis. The Company uses the net asset value technique for these positions.
Valuation Process
Valuations are the responsibility of the Board of Directors of the Company. The valuation workings are based on the business plans received from the portfolio companies, with adjustments made if deemed necessary. The assumptions in the business plan are reviewed for reasonableness, to the extent possible with available market information. The appropriateness of the valuation methodology used is also considered.
Changes in valuation techniques
There was a change in valuation technique during the year and it was determined that NAV is the basis to be used to measure fair value.
Quantitative information of significant unobservable inputs - Level 3
|
|
Fair Value |
Fair Value |
Valuation Techniques |
Unobservable Inputs |
Sensitivity Analysis (+5%/-5%) |
|||
|
Description |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
|
|
|
|
|
|
|
|
|
|
|
Sand Tech |
|
|
|
|
NAV per |
|
24,769 / |
|
|
Holdings Limited |
495,384 |
2,125,800 |
NAV |
Recent Price |
Share |
N/A |
(24,769) |
N/A |
6(e). Statement of profit or loss and other comprehensive income of the Master Fund for the year ended 31 December 2025.
The net gain on financial assets at fair value through profit or loss amounting to USD 4,151,033 (2024: net gain of USD 4,428,175) is due to the gains arising at the Master Fund level and can be analysed as follows:
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
Income |
|
|
|
|
|
Dividend revenue |
|
480,709 |
|
257,104 |
|
Interest revenue |
|
369 |
|
- |
|
Net gains on financial assets and liabilities at fair value |
|
|
|
|
|
through profit or loss |
|
4,032,573 |
|
4,550,614 |
|
|
|
|
|
|
|
|
|
4,513,651 |
|
4,807,718 |
|
Expenses |
|
|
|
|
|
Net foreign exchange loss |
|
16,438 |
|
10,654 |
|
Custodian fees, brokerage fees, commission and administration |
97,446 |
|
167,905 |
|
|
Professional fees |
|
3,132 |
|
- |
|
Other operating expenses |
|
2,245 |
|
9,433 |
|
|
|
|
|
|
|
|
|
119,261 |
|
187,992 |
|
|
|
|
|
|
|
Operating profit before tax |
|
4,394,390 |
|
4,619,726 |
|
|
|
|
|
|
|
Less withholding tax |
|
(51,354) |
|
(9,840) |
|
|
|
|
|
|
|
Total Comprehensive profit for the year |
|
4,343,036 |
|
4,609,886 |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
AOF Limited (direct interests) |
|
4,149,528 |
|
4,426,751 |
|
AOF Limited (indirect interests through AOF (GP) Ltd) |
|
1,505 |
|
1,424 |
|
|
|
4,151,033 |
|
4,428,175 |
|
AOF CarryCo Limited (NCI) |
|
192,003 |
|
181,711 |
|
|
|
|
|
|
|
|
|
4,343,036 |
|
4,609,886 |
|
|
|
|
|
|
The financial assets and liabilities of the Master Fund are analysed as follows:
(i) Net gains on financial assets and liabilities at fair value through profit or loss held by Africa Opportunity Fund L.P.
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
|
|
|
|
|
|
|
|
|
Net gains on fair value of financial assets at fair value |
|
|
|
||||
|
through profit or loss |
4,032,573 |
|
4,550,614 |
||||
|
|
|
|
|
|
|
|
|
|
Net gains |
|
|
|
|
4,032,573 |
|
4,550,614 |
|
|
|
|
|
|
|
|
|
(ii) Financial asset and liabilities at fair value through profit or loss held by Africa Opportunity Fund L.P.
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
Held for trading assets: |
|
|
|
|
|
|
|
|
At 1 January |
|
|
|
|
13,031,893 |
|
8,727,712 |
|
Additions |
|
|
|
|
1,623,596 |
|
1,475 |
|
Disposal |
|
|
|
|
(400,487) |
|
(247,908) |
|
Net gains on financial assets at fair value through profit or loss |
|
4,032,573 |
|
4,550,614 |
|||
|
|
|
|
|
|
|
|
|
|
At 31 December (at fair value) |
|
|
|
18,287,575 |
|
13,031,893 |
|
|
|
|
|
|
|
|
|
|
|
Analysed as follows: |
|
|
|
|
|
|
|
|
- Listed equity securities |
|
|
|
|
17,792,191 |
|
10,906,093 |
|
- Unquoted equity securities |
|
|
|
495,384 |
|
2,125,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,287,575 |
|
13,031,893 |
(iii) Net changes on fair value of financial assets at fair value through profit or loss
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
|
|
|
|
|
|
|
|
|
|
Realised |
|
|
|
|
|
34,759 |
|
88,877 |
|
Unrealised |
|
|
|
|
|
3,997,814 |
|
4,461,737 |
|
|
|
|
|
|
|
|
|
|
|
Total gains |
|
|
|
|
4,032,573 |
|
4,550,614 |
|
|
|
|
|
|
|
|
|
|
|
7. OTHER RECEIVABLES AND PREPAYMENTS
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
|
|
|
|
|
|
|
|
|
Other receivables and prepayments |
|
|
20,952 |
|
9,507 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,952 |
|
9,507 |
|
|
|
|
|
|
|
|
|
8. CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
|
|
|
|
|
|
|
|
|
Cash at bank |
|
|
|
|
8,838 |
|
205,356 |
|
|
|
|
|
|
|
|
|
9(a). ORDINARY SHARE CAPITAL
Company
|
|
|
|
2025 |
|
2025 |
|
2024 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
USD |
|
Number |
|
USD |
|
Authorised share capital |
|
|
|
|
|
|
|
||
|
Ordinary shares with a par value of |
|
|
|
|
|
|
|
||
|
USD 0.01 |
|
|
1,000,000,000 |
|
10,000,000 |
|
1,000,000,000 |
|
10,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Issued share capital |
|
|
|
|
|
|
|
|
|
|
Ordinary shares with a par value of |
|
|
|
|
|
|
|
||
|
USD 0.01 |
|
|
11,468,907 |
|
114,689 |
|
11,468,907 |
|
114,689 |
|
|
|
|
|
|
|
|
|
|
|
The directors have the general authority to repurchase the ordinary shares in issue subject to the Company having funds lawfully available for the purpose. However, if the market price of the ordinary shares falls below the Net Asset Value, the directors will consult with the Investment Manager as to whether it is appropriate to instigate a repurchase of the ordinary shares.
The Company intends to report or pay dividends in order to remain an UK Reporting Fund, however, there is no assurance that the Company will be able to pay dividends. In compliance with the current investment strategy, which does not anticipate the payment of dividends, Directors retain the right to return cash through compulsory redemptions, by way of dividend or any other distribution as permitted by the Listing Rules.
9(b). SHARE CAPITAL AND SHARE PREMIUM
|
|
|
Share |
|
Share |
|
Ordinary |
|
|
|
Capital |
|
Premium |
|
Shares |
|
|
|
USD |
|
USD |
|
Number |
|
|
|
|
|
|
|
|
|
At 1 January 2024 |
|
114,689 |
|
5,810,553 |
|
11,468,907 |
|
Changes during the period: |
|
|
|
|
|
|
|
Redemption of ordinary shares |
|
- |
|
- |
|
- |
|
At 31 December 2024 |
|
114,689 |
|
5,810,553 |
|
11,468,907 |
|
|
|
|
|
|
|
|
|
Changes during the period: |
|
|
|
|
|
|
|
Redemption of ordinary shares |
|
- |
|
- |
|
- |
|
At 31 December 2025 |
|
114,689 |
|
5,810,553 |
|
11,468,907 |
|
|
|
|
|
|
|
|
Mandatory Redemption
The Directors, at their sole discretion, can effect a compulsory redemption of the Ordinary Shares on an ongoing basis and can therefore undertake a staged return of capital to shareholders. During the years ended 31 December 2025, and 31 December 2024, there were no redemptions. As at 31 December 2025 and 31 December 2024 the Company had 11,468,907 Ordinary Shares in issue.
Ordinary and C share Merger, Issuance of Contingent Value Rights
In 2014, AOF closed a Placing of 29.2 million C shares of US$0.10 each, at a placing price of US$1.00 per C share, raising a total of $29.2 million before the expenses of the Issue. The placing was closed on 11 April 2014 with the shares commencing trading on 17 April 2014. AOF's Ordinary Shares and the C Shares from the April placing were admitted to trading on the LSE's Specialist Fund Segment ("SFS") effective 17 April 2014.
The Fund merged the C share class and the ordinary shares as contemplated in the April 2014 issuance of the C share class, and with the consent of the Board of Directors, on 23 August 2017. The C Class shares were converted into ordinary shares.
The Shoprite arbitral award issued in 2016. The arbitral award resulted in AOF not being considered legal owner of the specific Shoprite Holdings, therefore, the Shoprite investment was written off. To effectuate this merger, Contingent Value Rights certificates for any residual rights with respect to Shoprite shares listed on the Lusaka Stock Exchange were issued to the ordinary shareholders of record on 21 August 2017. Information regarding the merger was distributed and released to the market prior to, and upon execution of, the merger. This information and information relative to the CVRs can be found on the Fund's website.
10. OTHER PAYABLES
|
|
|
Notes |
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
|
|
|
|
|
|
|
|
Management Fee Payable |
|
|
241 |
|
241 |
|
|
Directors Fees Payable |
|
12 |
|
17,500 |
|
17,501 |
|
Other Payables |
|
|
|
76,582 |
|
104,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
94,323 |
|
122,583 |
|
|
|
|
|
|
|
|
Other payables are non-interest bearing and have an average term of six months. The carrying amounts of other payables approximates their fair value.
11. EARNINGS PER SHARE
The earnings per share (EPS) is calculated by dividing the increase or decrease in net assets attributable to shareholders by the number of ordinary shares. The EPS for 2025 and 2024 represent both the basic and diluted EPS.
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares |
|
Ordinary shares |
|
|
|
|
|
|
|
|
Earnings per share attributable to equity holders |
USD |
|
3,544,220 |
|
3,901,135 |
|
|
|
|
|
|
|
|
Number of shares in issue |
|
|
11,468,907 |
|
11,468,907 |
|
|
|
|
|
|
|
|
Change in net assets attributable to shareholders per share |
USD |
|
0.309 |
|
0.340 |
|
|
|
|
|
|
|
|
Weighted Average number of shares in issue |
|
|
11,468,907 |
|
11,468,907 |
|
|
|
|
|
|
|
|
Change in net assets attributable to shareholders per share |
USD |
|
0.309 |
|
0.340 |
|
|
|
|
|
|
|
12. RELATED PARTY DISCLOSURES
The Directors consider Africa Opportunity Fund Limited (the "Company") as the ultimate holding company of Africa Opportunity Fund (GP) Limited and Africa Opportunity Fund L.P.
|
|
|
|
|
% equity |
|
% equity |
|
|
|
Country of |
|
interest |
|
interest |
|
Name |
|
incorporation |
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
Africa Opportunity Fund (GP) Limited |
|
Cayman Islands |
|
100.00 |
|
100.00 |
|
|
|
|
|
|
|
|
|
Africa Opportunity Fund L.P. |
|
Cayman Islands |
|
95.66 |
|
96.00 |
|
|
|
Type of |
|
Nature of |
|
Volume |
|
Balance at |
|
Name of related parties |
|
relationship |
|
transaction |
|
USD |
|
31 Dec 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
|
|
|
|
|
|
|
|
|
Africa Opportunity Partners LLC |
|
Investment Manager |
|
Management fee expense |
|
350,000 |
|
241 |
|
|
|
|
|
|
|
|
|
|
|
NAV Consulting Inc. |
|
Administrator |
|
Administration fees |
|
15,881 |
|
2,500 |
|
|
|
|
|
|
|
|
|
|
|
Directors |
|
Directors |
|
Directors' fees |
|
69,999 |
|
17,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of |
|
Nature of |
|
Volume |
|
Balance at |
|
Name of related parties |
|
relationship |
|
transaction |
|
USD |
|
31 Dec 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
|
|
|
|
|
|
|
|
|
Africa Opportunity Partners LLC |
|
Investment Manager |
|
Management fee expense |
|
131,963 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
SS&C Technologies |
|
Administrator |
|
Administration fees |
|
75,413 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Directors |
|
Directors |
|
Directors' fees |
|
70,001 |
|
17,501 |
The terms and conditions of the amount with related parties are as follows:
(i) Unsecured interest free and settlement occurs in cash;
(ii) No guarantees have been given or received on these balances
Key Management Personnel (Directors' fee)
Except for Robert Knapp who has waived his fees, each director has been paid a fee of USD 35,000 per annum plus reimbursement for out-of pocket expenses during both 2025 and 2024.
Robert Knapp, who is a director of the Company, also forms part of the executive team of the Investment Manager. Details of the agreement with the Investment Manager are disclosed in Note 5a. He has a beneficiary interest in AOF CarryCo Limited.
Details of investments in the Company by the Directors are set out below:
|
|
|
|
|
|
|
No of shares held |
|
Direct interest held % |
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
6,453,386 |
|
56.27 |
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
|
|
6,254,094 |
|
54.53 |
13. TAXATION
Under the current laws of Cayman Islands, there is no income, estate, transfer sales or other Cayman Islands taxes payable by the Company. As a result, no provision for income taxes has been made in the financial statements.
Dividend revenue is presented gross of any non-recoverable withholding taxes, which are disclosed separately in the statement of comprehensive income for the Master Fund (see footnote 6(e)). Withholding taxes are not separately disclosed in the statement of cash flows as they are deducted at the source of the income.
A reconciliation between tax expense and the product of accounting profit multiplied by the applicable tax rate is as follows:
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
|
|
|
|
|
|
|
Total comprehensive gain |
|
|
3,544,220 |
|
3,901,135 |
|
Income tax expense calculated at 0% |
|
|
- |
|
- |
|
Withholding tax suffered outside Cayman Islands |
|
|
- |
|
- |
|
Income tax expense recognized in profit or loss |
|
|
- |
|
- |
|
|
|
|
|
|
|
* Withholding taxes are borne at the master fund level and amounted to USD 51,354 (2024: USD 9,840). These have been included in the NAV of the subsidiary.
14. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
14(a). AT THE COMPANY'S LEVEL
Introduction
The Company's objective in managing risk is the creation and protection of shareholder value. Risk is inherent in the Company's activities. It is managed through a process of ongoing identification, measurement, and monitoring, subject to risks limits and other controls. The process of risk management is critical to the Company's continuing profitability. The Company is exposed to market risk (which includes currency risk, interest rate risk and price risk), credit risk and liquidity risk arising from the financial instruments it holds.
Risk management structure
The Investment Manager is responsible for identifying and controlling risks. The Board of Directors supervises the Investment Manager and is ultimately responsible for the overall risk management approach of the Company.
Fair value
The carrying amount of financial assets and liabilities at fair value through profit or loss are measured at fair value at the reporting date. The carrying amount of cash and cash equivalents and other payables approximates their fair value due to their short-term nature.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices and includes interest rate risk, foreign currency risk and equity price risk. The Company is not directly exposed to market risk. The Company holds investments in subsidiaries, Africa Opportunity Fund L.P. (Master Fund) and Africa Opportunity Fund (G.P.) Limited which are valued at their net asset value. The Company is thus exposed to market risk indirectly through investments held by the Master Fund.
Equity price risk
Equity price risk is the risk that the fair value of equities decreases as a result of changes in the levels of the equity indices and the values of individual stocks. The equity price risk of the Company arises from the net asset value (NAV) of the underlying funds, the Master Fund and AOF GP. The effect on equity would have the same impact on the profit for the year. The equity price risk at Company level is analysed as follows:
|
|
|
|
|
Effect on |
|
Company |
|
Change in |
|
Equity |
|
|
|
NAV price |
|
2025 |
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
|
|
|
|
|
Investment in subsidiaries at fair value through profit or loss |
|
10% |
|
1,738,794 |
|
|
|
-10% |
|
(1,738,794) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect on |
|
Company |
|
Change in |
|
Equity |
|
|
|
NAV price |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
|
|
|
|
|
Investment in subsidiaries at fair value through profit or loss |
|
10% |
|
1,368,690 |
|
|
|
-10% |
|
(1,368,690) |
Currency risk
All of the Company's financial assets and financial liabilities are denominated in its functional currency and, accordingly, the Company is not directly exposed to currency risk.
The Company is indirectly exposed to currency risk through its investment in the Master Fund. The Master Fund's investments are denominated in various currencies. The effect of a change in USD against other currencies at the Master Fund level will have the same impact at the Company level and will form part of the NAV of the subsidiary (refer to note 14(b)).
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial instruments. The Company's financial assets and liabilities are non-interest bearing; therefore, the Company is not exposed to interest rate risk and thus, no sensitivity analysis has been presented.
Credit risk
The Company takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Financial assets that potentially expose the Company to credit risk consist principally of cash and cash equivalent balances. The extent of the Company's exposure to credit risk in respect of these financial assets approximates their carrying values as recorded in the Company's statement of financial position.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
Company |
|
Company |
|
|
|
|
|
|
|
Carrying |
|
Carrying |
|
|
|
|
|
|
|
amount |
|
amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes |
|
|
|
USD |
|
USD |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
8 |
|
|
|
8,838 |
|
205,356 |
The cash and cash equivalents assets of the Company are maintained with Standard Chartered Bank (Mauritius) Ltd. Standard Chartered Bank has an A3 Senior Unsecured Debt issuer rating from Moody's rating agency, a Baa2 Subordinated Debt rating from Moody's rating agency, a BBB+ long-term issuer credit rating from Standard and Poor's rating agency, and an A-2 short-term credit rating from Standard and Poor's rating agency.
Concentration risk
The Company does not have any concentration risk as at 31 December 2025. Given that the Company has invested in Africa Opportunity Fund L.P (the Master Fund) which holds investments in various countries in Africa, the concentration risk therefore arises primarily at the Master Fund Level.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows. The table below illustrates the maturity profile of the Company's financial liabilities based on undiscounted payments.
|
Year 2025 |
|
|
|
|
Due |
|
Due |
|
Due |
|
|
|
|
|
|
Due |
|
Between 3 |
|
Between 1 |
|
greater |
|
|
|
|
Due on |
|
within 3 |
|
and 12 |
|
and 5 |
|
than 5 |
|
|
|
|
demand |
|
Months |
|
Months |
|
years |
|
years |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
USD |
|
USD |
|
USD |
|
USD |
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Other payables |
- |
|
94,323 |
|
- |
|
- |
|
- |
|
94,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
- |
|
94,323 |
|
- |
|
- |
|
- |
|
94,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year 2024 |
|
|
|
|
Due |
|
Due |
|
Due |
|
|
|
|
|
|
Due |
|
Between 3 |
|
Between 1 |
|
greater |
|
|
|
|
Due on |
|
within 3 |
|
and 12 |
|
and 5 |
|
than 5 |
|
|
|
|
demand |
|
Months |
|
Months |
|
years |
|
years |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
USD |
|
USD |
|
USD |
|
USD |
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Other payables |
- |
|
122,583 |
|
- |
|
- |
|
- |
|
122,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
- |
|
122,583 |
|
- |
|
- |
|
- |
|
122,583 |
Capital Management
Total capital is considered to be the total equity as shown in the statement of financial position.
The Company is a closed-end fund and repurchase of shares in issue can be done with the consent of the Board of Directors. The Company is not subject to externally imposed capital requirements.
The objectives for managing capital are:
· To invest the capital in investment meeting the description, risk exposure and expected return indicated in the admission document.
· To achieve consistent capital growth and income through investment in value, arbitrage and special situations opportunities derived from the African continent.
· To maintain sufficient size to make the operation of the Company cost effective.
The primary objective of the Company's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.
14(b). AT THE MASTER FUND'S LEVEL
The financial risks at Master Fund Level are described as follows:
Fair value
The carrying amount of financial assets and liabilities at fair value through profit or loss held at Master Fund level are measured at fair value at the reporting date. The carrying amount of other receivables, cash and cash equivalents, trade and other payables and amount payable to related party at Master Fund levels approximates their fair value due to their short-term nature.
Market risk
The market risk lies primarily at the Master Fund level. Short selling involves borrowing securities and selling them to a broker-dealer. The Master Fund has an obligation to replace the borrowed securities at a later date. Short selling allows the Master Fund to profit from a decline in market price to the extent that such decline exceeds the transaction costs and the costs of borrowing the securities, while the gain is limited to the price at which the Fund sold the security short. Possible losses from short sales may be unlimited as the Master Fund has an obligation to repurchase the security in the market at prevailing prices at the date of acquisition.
With written options, the Master Fund bears the market risk of an unfavourable change in the price of the security underlying the option. Exercise of an option written by the Master Fund could result in the Master Fund selling or buying a security at a price significantly different from its fair value.
A contract for difference creates, as its name suggests, a contract between two parties speculating on the movement of an asset price. The term 'CFD' which stands for 'contract for difference' consists of an agreement (contract) to exchange the difference in value of a particular currency, commodity share or index between the time at which a contract is opened and the time at which it is closed. The contract payout will amount to the difference in the price of the asset between the time the contract is opened and the time it is closed. If the asset rises in price, the buyer receives cash from the seller, and vice versa. The Master Fund bears the risk of an unfavourable change on the fair value of the CFD. The risk arises mainly from changes in the equity and foreign exchange rates of the underlying security.
The Master Fund's financial assets are susceptible to market risk arising from uncertainties about future prices of the instruments. Since all securities investments present a risk of loss of capital, the Investment Manager moderates this risk through a careful selection of securities and other financial instruments. The Master Fund's overall market positions are monitored on a daily basis by the Investment Manager.
The directors have based themselves on past and current performance of the investments and future economic conditions in determining the best estimate of the effect of a reasonable change in equity prices, currency rate and interest rate.
Equity price risk
Equity price risk is the risk that the fair value of equities decreases as a result of changes in the levels of the equity indices and the values of individual stocks.
The equity price risk exposure arises from the Master Fund's investments in equity securities, from equity securities sold short and from equity-linked derivatives (the written options). The Master Fund manages this risk by investing in a variety of stock exchanges and by generally limiting exposure to single investments and to industry sectors, as possible.
Management's best estimate of the effect on the profit or loss for a year due to a reasonably possible change in equity indices, with all other variables held constant is indicated in the table below. There is no effect on 'other comprehensive income' as the Master Fund have no assets classified as 'available-for-sale' or designated hedging instruments.
In practice, the actual trading results may differ from the sensitivity analysis below and the difference could be material. An equivalent decrease in each of the indices shown below would have resulted in an equivalent, but opposite impact.
|
|
|
|
|
Effect on net assets |
|
|
|
|
|
attributable to |
|
Master Fund |
|
Change in |
|
Shareholders |
|
|
|
NAV price |
|
2025 |
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss |
|
10% |
|
1,828,758 |
|
|
|
-10% |
|
(1,828,758) |
|
|
|
|
|
|
|
|
|
|
|
Effect on net assets |
|
|
|
|
|
attributable to |
|
Master Fund |
|
Change in |
|
Shareholders |
|
|
|
NAV price |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss |
|
10% |
|
1,303,189 |
|
|
|
-10% |
|
(1,303,189) |
Currency risk
The Master Fund's investments are denominated in various currencies as shown in the currency profile below. Consequently, the Company is exposed to the risk that the exchange rate of the United States Dollar (USD) relative to these various currencies may change in a manner which has a material effect on the reported values of its assets denominated in those currencies. To manage its risks, the Master Fund may enter into currency arrangements to hedge currency risk if such arrangements are desirable and practicable.
The following table details the Master Fund's sensitivity to a possible change in the USD against other currencies. The percentage applied as sensitivity represents management's assessment of a reasonably possible change in foreign currency denominated monetary items by adjusting the translation at the year-end for the change in currency rates at the Master Fund level. A positive number below indicates an increase in profit where the USD weakens against the other currencies. In practice, actual results may differ from estimates and the difference can be material. The effect of a change in USD against other currencies at the Master Fund level as per the table below will have the same impact at the company level and will form part of the NAV of the subsidiary.
The sensitivity analysis shows how the value of a financial instrument will fluctuate due to changes in foreign exchange rates against the US Dollar, the functional currency of the Company.
|
Currency Risk - Year 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect on net assets attributable to |
||
|
|
|
|
Currency |
|
shareholders in (USD) |
||
|
Master Fund |
|
|
|
|
|
|
|
|
Change: |
|
|
|
|
30% |
|
-30% |
|
|
|
|
Ghana Cedi |
|
(1,693,588) |
|
1,693,588 |
|
|
|
|
Kenyan Shilling |
|
(766,220) |
|
766,220 |
|
|
|
|
South African Rand |
|
(280,434) |
|
280,434 |
|
|
|
|
Zimbabwe Zig |
|
(444) |
|
444 |
|
|
|
|
|
|
|
|
|
|
Change: |
|
|
|
|
5% |
|
-5% |
|
|
|
|
Great British Pound |
|
(19,857) |
|
19,857 |
|
|
|
|
|
|
|
|
|
|
Currency Risk - Year 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect on net assets attributable to |
||
|
|
|
|
Currency |
|
shareholders in (USD) |
||
|
Master Fund |
|
|
|
|
|
|
|
|
Change: |
|
|
|
|
30% |
|
-30% |
|
|
|
|
Ghana Cedi |
|
(686,086) |
|
686,086 |
|
|
|
|
Kenyan Shilling |
|
(268,720) |
|
268,720 |
|
|
|
|
South African Rand |
|
(31,530) |
|
31,530 |
|
|
|
|
|
|
|
|
|
|
Change: |
|
|
|
|
5% |
|
-5% |
|
|
|
|
Great British Pound |
|
(565) |
|
565 |
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial instruments. The fair values of the Master Fund's debt securities fluctuate in response to changes in market interest rates. Increases and decreases in prevailing interest rates generally translate into decreases and increases in fair values of those instruments.
The investments in debt securities have fixed interest rate and the income and operating cash flows are not exposed to interest rate risk. The change in fair value of investments based on a change in market interest rate (a 50 basis points change) is not material and has not been disclosed.
Credit risk
Financial assets that potentially expose the Master Fund to credit risk consist principally of cash balances and interest receivable. The extent of the Master Fund's exposure to credit risk in respect of these financial assets approximates their carrying values as recorded in the Master Fund's statement of financial position (note 15). The Master Fund takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
|
|
Master Fund |
|
|
Master Fund |
|
|
|
|
|
Carrying |
|
|
Carrying |
|
|
|
|
|
amount |
|
|
amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
USD |
|
|
|
|
|
|
|
|
|
|
Other receivables, excluding |
|
|
|
|
|
|
|
|
prepayments |
|
|
|
178,939 |
|
|
159,056 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
135,626 |
|
|
1,522,662 |
Concentration risk
At 31 December 2025 the Master Fund held investments in Africa which involves certain considerations and risks not typically associated with investments in other developed countries. Future economic and political developments in Africa could affect the operations of the investee companies.
Analysed by geographical distribution of underlying assets:
|
|
|
|
|
Master Fund |
|
Master Fund |
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
Equity Securities |
|
|
|
|
|
|
|
Ghana |
|
|
|
5,645,289 |
|
2,288,751 |
|
Zimbabwe |
|
|
|
7,342,411 |
|
7,605,127 |
|
Kenya |
|
|
|
2,554,067 |
|
895,734 |
|
Other |
|
|
|
1,414,298 |
|
2,125,800 |
|
South Africa |
|
|
|
948,820 |
|
116,481 |
|
Nigeria |
|
|
|
382,690 |
|
- |
|
Total |
|
|
|
18,287,575 |
|
13,031,893 |
Analysed by industry of underlying assets:
|
|
|
|
Master Fund |
|
Master Fund |
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
USD |
|
USD |
|
Equity Securities |
|
|
|
|
|
|
Real Estate |
|
|
7,340,929 |
|
7,603,651 |
|
Financial Services |
|
|
5,772,764 |
|
2,406,708 |
|
Utilities |
|
|
2,554,067 |
|
895,734 |
|
Other |
|
|
1,415,780 |
|
2,125,800 |
|
Materials |
|
|
821,345 |
|
- |
|
Energy |
|
|
382,690 |
|
- |
|
Total |
|
|
18,287,575 |
|
13,031,893 |
Maturity Analysis
All figures are expressed in USD.
|
As at 31 December 2025 |
|
Within 12 Months |
|
|
After 12 Months |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
135,626 |
|
|
- |
|
|
135,626 |
|
Other receivables |
|
184,072 |
|
|
- |
|
|
184,072 |
|
Equity securities |
|
17,792,191 |
|
|
- |
|
|
17,792,191 |
|
Unquoted equity securities |
|
- |
|
|
495,384 |
|
|
495,384 |
|
Total assets |
|
18,111,889 |
|
|
495,384 |
|
|
18,607,273 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other payables |
|
429,530 |
|
|
- |
|
|
429,530 |
|
Total liabilities |
|
429,530 |
|
|
- |
|
|
429,530 |
|
|
|
|
|
|
|
|
|
|
All figures are expressed in USD.
|
As at 31 December 2024 |
|
Within 12 Months |
|
|
After 12 Months |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
1,522,662 |
|
|
- |
|
|
1,522,662 |
|
Other receivables |
|
159,056 |
|
|
- |
|
|
159,056 |
|
Equity securities |
|
10,906,093 |
|
|
- |
|
|
10,906,093 |
|
Unquoted equity securities |
|
- |
|
|
2,125,800 |
|
|
2,125,800 |
|
Total assets |
|
12,587,811 |
|
|
2,125,800 |
|
|
14,713,611 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other payables |
|
428,904 |
|
|
- |
|
|
428,904 |
|
Total liabilities |
|
428,904 |
|
|
- |
|
|
428,904 |
15. ANALYSIS OF NAV OF MASTER FUND ATTRIBUTABLE TO ORDINARY SHARES
|
|
|
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
USD |
|
ASSETS |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
135,626 |
|
|
1,522,662 |
|
Other receivables |
|
|
184,072 |
|
|
159,056 |
|
Financial assets at fair value through profit or loss |
|
|
18,287,575 |
|
|
13,031,893 |
|
Total assets |
|
|
18,607,273 |
|
|
14,713,611 |
|
|
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Other payables |
|
|
429,530 |
|
|
428,904 |
|
Total liabilities |
|
|
429,530 |
|
|
428,904 |
|
|
|
|
|
|
|
|
|
Net assets attributable to members' account |
|
|
18,177,743 |
|
|
14,284,707 |
|
|
|
|
|
|
|
|
16. SEGMENT INFORMATION
For management purposes, the Company is organised in one main operating segment, which invests in equity securities, principally via the Master Fund. All of the Company's activities are interrelated, and each activity is dependent on the others. Accordingly, all material operating decisions are based upon analysis of the Company as one segment. The financial results from this segment are equivalent to the financial statements of the Company as a whole.
For geographical segmentation at the Master Fund level, please refer to Note 14.
17. PERSONNEL
The Company did not employ any personnel during the year (2024: nil).
18. COMMITMENTS AND CONTINGENCIES
There are no commitments or contingencies at the reporting date.
19. EVENTS AFTER REPORTING DATE
As at the date of the approval of these financial statements, the directors are aware of the recent geopolitical tensions and armed conflicts in the Middle East and do not underestimate the seriousness of these events and the impact this will have on the global economy. The directors continue to assess the impact on the Company, as the impact on global energy markets, the increased burden on African consumers from an inflationary environment and the impact on countries with significant sovereign indebtedness, are all areas for analysis and concern. While the Company does not have any transactions with countries in the affected regions, the ongoing conflict has global implications. At this time, the directors have determined that the events do not have a material impact on the financial statements. Nevertheless, due to the uncertainty surrounding the duration and extent of the conflict and the potential for broader economic impacts, management will continue to monitor the situation closely.
Other than the above, the directors are not aware of any material event since the end of the reporting date which would require additional disclosure or adjustment to the financial statements for the year ended 31 December 2025.
SHARE PRICE
Prices of Africa Opportunity Fund Limited are published daily in the Daily Official List of the London Stock Exchange. The shares trade under Reuters symbol "AOF.L" and Bloomberg symbol "AOF LN".
MANAGER
Africa Opportunity Partners LLC.
COMPANY INFORMATION
Africa Opportunity Fund Limited is a Cayman Islands incorporated closed-end investment company admitted to trading on the SFS operated by the London Stock Exchange.
CAPITAL STRUCTURE
The Company has an authorized share capital of 1,000,000,000 ordinary shares of US$0.01 each of which 11,468,907 are issued and fully paid.
REGISTERED NUMBER
Registered in the Cayman Islands number MC-188243.
Website
www.africaopportunityfund.com
[1] The Fund's unaudited year-end net asset value per share released in January 2026 climbed from $1.308 to $1.510 because the Fund's auditors deemed the prevailing parallel Dollar rate of the ZiG to be more relevant than the ZiG currency discount calculated by the Fund's internal ZiG currency model. Zimbabwe had one local currency in 2025 called the Zimbabwe investment Gold currency (known as the "ZiG"). This change produced material currency gains that were partially offset by a reduction in the fair value of Sand Tech Holdings for the net asset value of $1.510 per share.
[2] Reference indices are calculated in US Dollars using: Nigeria NSE Allshare Index, South Africa FTSE/JSE Africa Allshare Index, Nairobi NSE Allshare Index, Egypt Hermes Index, Moex Russia Index (previously known as Russia MICEX Index), Brazil IBOV Index, the Shanghai Shenzen 300 CSI Index, the India SENSEX Index, the S&P 500, the Stoxx Europe 600 Index, the FTSE 100 and the Nikkei 225. Source is Bloomberg.
[3] Bloomberg.
[4] International Monetary Fund, Regional Economic Outlook Sub-Saharan Africa, Oct 2025, Table SA1, p.12
[5] Bloomberg.
[6] Bloomberg.
[7] Bank of Ghana, Summary of Macroeconomic and Financial Data, February 2026, Table 2-Real Sector Indicators, Note 1, page 2.
[8] Bank of Ghana, Summary of Macroeconomic and Financial Data, January 2026, Table 1-Year-on-Year Inflation, page 1.
[9] Bank of Ghana, Summary of Macroeconomic and Financial Data, January 2026, Table 6-External Developments (Cumulative), Balance of Payments, page 7.
[10] Bloomberg.
[11] Reserve Bank of Zimbabwe website (www.rbz.co.zw), inflation rates, ZiG consumer price indices; annualized inflation rates for April 2025 was 86% and 15% for December 2025. Reserve Bank of Zimbabwe, Monetary Policy Statement at a Glance, 27 February 2026, p.0, paragraph 14, and p.5ii. Base Policy Rate maintained at 35% from September 2024. Therefore, real Base Policy Rate rose from 35%-86%(-51%) in April 2025 to 35%-15% (+20%) in December 2025.
[12] International Monetary Fund, Zimbabwe 2025 Article IV Report, Table 1, p. 10, IMF Country Report No. 25/282
[13] The combined market capitalizations of First Mutual Properties and Mashonaland Holdings on December 31, 2024, was ZiG 321,321,600 and, on December 31, 2025, was ZiG 241,776,000.
[14] Bloomberg, MSCI EFM Africa Index (MXFMEAF Index) Price/Cash Flow multiples of 7.38x (2022), 7.76x (2023), 9.64 (2024), and 11.56 (2025) .
[15] The Fund's unaudited net asset value per share released in January 2026 climbed from $1.308 to $1.510 because the Fund's auditors deemed the prevailing parallel Dollar rate of the ZiG to be more relevant than the ZiG currency discount calculated by the Fund's internal ZiG currency model. This change produced material currency gains that were partially offset by a reduction in the fair value of Sand Tech Holdings for the net asset value of $1.510 per share..
[16] The Cedi's value against the Dollar on December 31, 2025, December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021, were, respectively 10.47 Cedis, 14.7 Cedis, 11.95 Cedis, 10.15 Cedis, 6.18 Cedis, and 5.87 Cedis.
[17] Enterprise Group's numbers are extracted from PR. No. 171/2026 Enterprise Group PLC Annual Report and Financial Statements for the Year Ended 31 December 2025, published by the Ghana Stock Exchange on April 28, 2026 and from Enterprise Group PLC Annual Report and Financial Statements for the Year Ended 31 December 2024.
[18] The net effect of discounting, interest accretion, and financial remeasurement on insurance and reinsurance contract balances of Enterprise Group during a financial year.
[19] Bank of Ghana Summary of Economic and Financial Data, 27 January 2026, p.3.
[20] Ibid., pps. 1 and 3, Table 1 (Year-on-Year Inflation (%) and Table 3a (Interest Rates (Percent per Annum)-Monetary Policy Rate and Treasury Instruments. The Bank of Ghana's Monetary Policy Rate fell from 27% in December 2024 to 18% in December 2025. Treasury Instruments. 364-Day Bill (interest equivalent) fell from 29.95% in December 2024 to 12.92% in December 2025.
[21] Average 2024 Cedi/$ rate was 14.48 Cedis/$; average 2025 Cedi/$ rate was 12.56 Cedis/$. Bloomberg.
[22] Bloomberg, December 31, 2025 is the date of valuation of Enterprise.
[23] Bloomberg
[24] Peter Twesigye, Research Lead: Power Market Reforms and Regulation, University of Cape Town; The Conversation, Power Cuts are the new normal in Kenya-what went wrong and how to fix it. https://theconversation.com/power-cuts-are-the-new-normal-in-kenya-what-went-wrong-and-how-to-fix-it-276611.
[25]Bloomberg, March 31, 2025 is the date of valuation of Kenya Power.
[26] Bloomberg
[27] Anglogold Ashanti 2025 Annual Report, p.156
[28] Anglogold Ashanti Q4 2025 and Full Year Earnings Release, p.7
[29] Ibid, p.7.
[30] Anglogold Ashanti 2025 Annual Report, p.159
[31] Anglogold Ashanti Q4 2025 and Full Year Earnings Release, p.2
[32] Anglogold Ashanti 2025 Mineral Resource and Mineral Reserve Report as of December 31, 2025, p.8
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