The Centum Memo: An Open Agenda for Our X Spaces Engagement with James Mworia
Tomorrow, Thursday, June 4th, at 8:00 PM EAT, he will be appearing live on the Mwango Capital X Spaces platform (”Bonga Na CEO”) to address the market.
Following my recent market updates and analysis on Centum Investment Company PLC’s structural trajectories, Group CEO James Mworia has reached out and formally agreed to engage directly on the issues raised.
As I indicated to him in our preliminary correspondence, I am not presenting an isolated personal view during this session. Instead, I am acting as a conduit for our broader shareholder community—aggregating the urgent, unvarnished queries of retail investors, professional financial analysts, and institutional observers who have watched Centum’s public market capitalization languish at a profound ~80% discount to its stated Net Asset Value (NAV).
Below is the definitive baseline agenda for tomorrow’s session. I am calling on all shareholders, analysts, and followers to review this draft immediately. Please use the comments section below to drop your specific numbers, critiques, or follow-up metrics so I can aggregate them onto the ledger before we go live.
@boardlotsultan
Financial Analyst & Publisher, The Boardlot Sultan Brief
[Link to Substack / Contact Details]
Date: June 3, 2026
To:
James Mworia,
Chief Executive Officer,
Centum Investment Company PLC
Nairobi, Kenya
Subject: Shareholder Dossier: Strategic & Governance Queries Ahead of Our Engagement Session
Dear James Mworia,
I hope this email finds you well.
Following my recent market updates and the subsequent outreach from your office, I am writing to formally submit a comprehensive dossier of strategic and governance queries. As I indicated in my initial response, rather than presenting an isolated personal view, I have actively aggregated these questions directly from our broader shareholder community—including retail investors, professional financial analysts, and institutional observers.
The market is deeply invested in Centum’s long-term trajectory. However, a persistent ~80% discount to Net Asset Value (NAV) and extended capital cycles have created a profound information vacuum. To ensure our upcoming engagement session is highly productive, structured, and addresses the genuine, unvarnished pulse of the market, I request detailed, data-backed responses to the following six thematic areas:
1. Debt Architecture at Group vs. Subsidiary Level, Cost, and Sustainability
While management frequently highlights minimal debt at the parent/Group company level, there is severe market anxiety regarding heavily encumbered underlying subsidiaries.
Asset-Liability Maturity Mismatch: The Group’s borrowings are currently structurally positioned as short-to-medium-term instruments (1–5 years). However, these facilities have been utilized to finance long-term real estate projects. For example, observations of current payment structures at Two Rivers and Vipingo indicate that properties are being sold with payment plans spanning 48 months. When combined with baseline development timelines, the total project realization cycle extends up to 9 years. This presents a massive, fundamental maturity mismatch between the short-term duration of the debt and the long-term cash generation of the financed assets. Was this structural mismatch executed by design, or was it an accidental oversight? Furthermore, how does management plan to exit this debt fix, given that it is clear to us shareholders that this asset-liability mismatch represents an existential risk to the Group?
Consolidated and Subsidiary Profiles: What is the exact consolidated debt load across all subsidiaries versus the parent company, what is the weighted average cost of capital (WACC) at both levels, and what are the specific debt-to-equity levels across each major subsidiary?
The Consolidation vs. Communication Disparity: Group consolidated borrowings have increased to KES 17,854,674,000 in FY25 from KES 16,590,542,000 in FY24. Given that management’s public reporting and investor updates consistently emphasize a systematic reduction in debt, how does the executive team reconcile this communication narrative with the reality of an increasing consolidated debt burden?
Elevated Subsidiary Borrowing Costs: The financing structures of Johari Credit and Longhorn Publishers both sit at significantly elevated rates compared to prevailing market baselines. Why are these specific operating entities borrowing at such high premiums?
Group Credit Standing: Has the wider Group’s credit rating deteriorated to junk level, thereby obstructing access to conventional tier-1 banking lines and forcing subsidiaries to rely on high-yield, alternative, or distressed capital pools?
The 25% Threshold: What specific commercial conditions, risk profiles, or default clauses triggered borrowing costs at alternative financing levels (reportedly scaling up toward 25% p.a. with funders like Vantage Capital and Nedbank)? Are these rates standard coupons or do they include penalty interest?
TRIFIC Finance Cost Deep-Dive: Under the Two Rivers International Finance & Innovation Centre (TRIFIC) / Special Economic Zone disclosures for FY25, the company recognizes a massive interest expense line item of KES 1,005,254,000. Can management explicitly clarify:
What exact percentage or portion of this KES 1B+ expense relates directly to the senior Nedbank facility versus the alternative mezzanine facility provided by Vantage Capital?
How much of this KES 1B+ represents actual cash-pay interest that exited the business during FY25, and how much is non-cash capitalized interest (such as Payment-in-Kind adjustments) that has been tacked onto the principal debt balance?
Refinancing Risk: Given current portfolio yields are structurally outpaced by these double-digit financing costs, how sustainable is this debt architecture before it triggers asset liquidations or equity dilution?
2. Real Estate Concentration, Cash Flow Realization, and Revenue Mismatches
Centum’s balance sheet remains heavily concentrated in highly illiquid real estate (CentumRE, Two Rivers, Vipingo). While data indicates that 80% of residential units have been sold, the market is deeply concerned about thin collection tails and a sharp deceleration in revenue recognition.
Portfolio Concentration and Unwinding Timeline: The Group’s assets are currently highly concentrated in Real Estate (accounting for approximately 80% of the portfolio). Real estate is clearly not pumping out the operational and financial results we expected and were used to in the past. Given that real estate is inherently a long-term play, what is management’s explicit strategic timeline to unwind this concentration down to more acceptable, diversified levels (such as 50%)?
The TRIFIC I-REIT Strategy, Execution, and Proceeds: We have noted the introduction of the Income Real Estate Investment Trust (I-REIT) on TRIFIC, which is a commendable mechanism. The shareholder community views this development through two distinct lenses: First, does management view REITs as the ultimate structural solution to Centum’s chronic asset illiquidity problem? Second, how is this rollout performing so far, and are you planning subsequent REIT structures to liquidate additional illiquid property holdings? Crucially, can shareholders expect a direct distribution from this particular TRIFIC REIT, or is management planning to prioritize using the proceeds to pay down expensive Group debt?
The Residential Cash Burn: With 80% of the portfolio already sold, there is only KES 6.4 billion left to be collected against an estimated KES 3.7 billion in outstanding costs to complete. Can management provide a detailed aging analysis and clear collection timelines for this remaining KES 6.4 billion cash buffer?
Development Rights Exhaustion: Under development rights, KES 8.7 billion in sales have been closed with KES 6.8 billion already collected, leaving very little room for future cash generation from this segment. Where will alternative, immediate liquid cash flows be generated once this remainder is exhausted?
The Revenue Recognition Cliff: In terms of revenue recognition from completed residential units, FY26 projections sit at KES 600 million compared to a robust KES 2.2 billion in FY25. How does management plan to sustain the Group’s operational overhead and overall liquidity as real estate revenues sharply decline by over 72% in FY26?
Receivables and Commitments Matrix: To clear the information vacuum, please populate the following operational disclosure tables prior to our meeting:
Matrix A: Residential Units & Development Rights Remaining Cash Flows
Real Estate SegmentClosed Sales To Date (KES)Cash Collected To Date (KES)Outstanding Receivables (KES)Committed Cost to Complete (KES)Net Projected Cash Position (KES)Residential Portfolio (80% Sold)[To be confirmed][To be confirmed]6.4 Billion3.7 Billion+2.7 BillionDevelopment Rights8.7 Billion6.8 Billion1.9 Billion[To be confirmed][To be confirmed]
Matrix B: Projected Receivables Aging & Timelines
Receivables CategoryTotal Outstanding (KES)Current (0–30 Days)31–90 Days91–180 Days181+ Days (Aged/At Risk)Projected FY26 CollectionResidential Receivables6.4 BillionDevelopment Rights1.9 Billion
Product-Market Fit: Why has CentumRE historically prioritized slow-moving, high-density residential apartments over lower-density, premium standalone developments (e.g., half-acre plots) which inherently enjoy faster execution, quicker collections, and higher demand from the expatriate and diplomatic community?
3. Centum 5.0: Asset Disposals, Value Destructuring, and Future Strategy (Private Equity)
The market is expressing deep skepticism regarding the “Centum 5.0” strategic arc, perceiving that the company has systematically dismantled its most reliable, cash-generating, defensive assets to bankroll an illiquid real estate framework. Crucially, there is a massive valuation disconnect: the total investment portfolio is carried at KES 49 Billion, while the public market capitalization languishes at just KES 9 Billion. This KES 40 Billion disparity highlights a profound crisis in market perception regarding asset valuations.
Isuzu East Africa, Strategic Divestments, and the Liquidity Runway: Isuzu East Africa is arguably the highest-performing, premium asset remaining in our portfolio. Does management have active plans to exit this investment to unlock short-term liquidity, or is there a strategic intent to increase our stake? Furthermore, the recent exits of GenAfrica and Sidian Bank—two high-income, cash-pumping pillars—have been poorly received by shareholders. The corporate justifications linking these exits to urgent Group liquidity needs are highly concerning. Given these dynamics, can management present a clear breakdown of how the wider Group Liquidity currently sits relative to our operational, debt-servicing, and capital obligations over the next 24 months?
Unlisted Financial Transparency: Because performance data for unlisted holdings is not readily accessible to public shareholders, we require detailed Profit and Loss (P&L) statements, underlying cash flow generation, and debt-carrying levels for the following specific Private Equity holdings to properly evaluate management’s allocation strategy:
Isuzu East Africa
NAS Servair
TRIFIC (Two Rivers International Finance & Innovation Centre)
Johari Credit
Green Blade Ventures
Ace Holdings
Strategy Evaluation: Given the persistent public market discount, does management still maintain that the asset disposal and capital allocation framework under Centum 5.0 is functioning as intended? Is this strategy still actively in place?
Core Portfolio Definition: Following the high-profile exits from cash-positive sectors like banking, which specific subsidiaries does Centum intend to hold, defend, and scale going forward? What is the definitive criteria for a “core” asset now?
Strategic Reversal: Is management open to a complete strategic pivot—specifically, fully divesting from real estate and returning to Centum’s original core philosophy of holding high-yield, liquid, and valuable operating companies?
4. The Share Buyback Plan: Capital Allocation vs. Debt Reduction
The market is highly critical of the timing and underlying logic behind Centum’s open-market share buyback program.
Strategic Alignment & Non-Core Capital Drains: Looking closer at our current holdings, there are certain subsidiaries that increasingly look like square pegs in round holes—most notably Longhorn Publishers. It has become distinctively clear to the market that Centum has no remaining capacity to support Longhorn operationally. From a capital allocation standpoint, is management prepared to take the tough but necessary decisions to cut off or fully divest from subsidiaries that continuously drain capital without a clear turnaround plan, even if it means crystallizing a loss on exit?
Strategic Purpose: What was the primary objective of committing to buy back 60+ million shares from the open market at a time when the broader corporate ecosystem is facing intense, high-interest debt pressures?
Opportunity Cost: From a strict capital allocation standpoint, why was this cash utilized to support a heavily discounted share price rather than being aggressively deployed to pay down expensive subsidiary debt, which carries guaranteed double-digit interest savings?
Liquidity Cushion: Has this program materially reduced the company’s operating liquidity at a time when underlying cash-generating asset sales and recognized revenues have slowed down?
5. Executive Compensation, Share Accumulation, and Value Alignment
Over the last five years, minority shareholders have endured severely compressed dividends (dropping to KES 0.32) and a heavily depressed stock price, while executive fixed compensation and the CEO’s personal equity holding have moved upward.
The Growth vs. Payout Disconnect: How does management justify a permanent +31.8% structural upward adjustment in fixed baseline executive pay (scaling up to KES 60M annually) during a multi-year cycle of capital destruction and flatlined payouts for the owners?
CEO Shareholding Ledger (5.7M Shares by 2025): Records show the CEO’s shareholding expanded significantly from its 2015 baseline to 5.7 million shares in 2025. Can management provide the exact audit ledger separating how many of these shares were acquired via direct personal open-market cash purchases versus how many were issued via the reinvestment or capitalization of executive performance bonus pools?
Historical vs. Forward-Looking KPIs: Historically, executive bonuses were anchored to clearing a strict 15% Net Asset Value (NAV) compounding return hurdle. Given that paper NAV has completely decoupled from market reality and recognized revenues are declining, what are the specific, quantifiable performance indicators (KPIs) management must hit to earn bonuses today and going forward?
6. Asset Write-Downs and Risk Management Governance
Sequential asset write-downs and impairments across mega-projects have signaled systemic underwriting failures to the market. Specifically, the total amounts at risk across Akira Geothermal and Amu Power combined sit at an alarming KES 4 Billion. Furthermore, as of March 2025, the underlying inventory at Longhorn Publishers was carried at KES 519 Million. These massive balance-sheet vulnerabilities indicate that high-stakes strategic risks have fully crystallized at the executive level.
Longhorn Inventory Risk: Given the severe headwinds facing educational publishing and traditional models, does management expect further impairments or inventory write-downs on this KES 519 Million book value moving forward?
Project Status and Recovery Realism: Does management see any viable chances of recovery for the capital sunk into the energy developments, or are Akira and Amu Power now officially closed?
Underwriting Disconnect: What went wrong with the initial demand forecasting, political risk underwriting, and due diligence models for these multi-billion shilling projects prior to authorization?
Governance Checks & Balances: What does the internal risk management architecture look like at the decision-making level? Is the Risk Committee fully independent of the executive team’s strategic preferences?
“Pulling the Plug” and Rear-View Risk Management: The market is deeply concerned that our governance framework only “pulls the plug” in the rear-view mirror—acting after the fact rather than preemptively. Looking squarely at the wrong decisions made regarding Akira, Amu Power, and Longhorn which directly culminated in these massive asset write-downs, who within Centum’s current governance structure has the absolute, proactive authority to halt a failing investment or intercept a flawed executive decision before hundreds of millions of shillings are permanently impaired?
As an alumnus of the market and a representative voice for a significant block of capital, my goal is to facilitate an objective, transparent, and rigorous dialogue. Shareholders are looking for concrete timelines, mathematical justifications, and structural clarity—not public relations talking points.
Please let me know how much time your team requires to compile these data points, extract the requested unlisted P&L metrics, and populate the provided real estate matrices so we can finalize the schedule for our engagement session.
Yours sincerely,
Boardlot Sultan
Financial Analyst & Publisher, The Boardlot Sultan Brief