• TSL Limited has announced plans to voluntarily delist from ZSE and migrate to VFEX by way of introduction, with trading on the ZSE ending 24 June 2026
• The company joins the likes of Econet, and First Mutual in citing inadequate valuation on the ZSE’s ZWG pricing mechanism
• The move, costing USD 66,250 with no new capital raised, shows broader structural challenges for the ZSE in attracting and retaining USD-revenue generating companies

Harare- TSL Limited, the diversified agriculture, logistics, and property group incorporated in Zimbabwe since 1957, has issued an Abridged Circular to shareholders seeking approval for the voluntary termination of its listing on the Zimbabwe Stock Exchange and its subsequent listing on the Victoria Falls Stock Exchange by way of Introduction. The Extraordinary General Meeting is scheduled for 19 June 2026. The last day of trading in TSL shares on the ZSE will be 24 June 2026. The ZSE listing terminates on 26 June 2026.

TSL is estimated to begin trading on the VFEX on 30 June 2026. No new shares will be issued, Nno capital will be raised. Existing shareholders retain their proportional ownership in exactly the same numbers they currently hold. The company is not restructuring, recapitalising, or seeking new investors. It is simply moving from one exchange to another, and the reason its board has given for doing so is the same reason that Econet Wireless, Proplastics, and First Mutual Holdings have each cited in their own encounters with the ZSE valuation question: the exchange is not reflecting what these companies are actually worth.

That accumulation of the same complaint from a growing list of substantial, well-governed, USD-revenue-generating companies is the most significant story in Zimbabwe's capital markets in 2026, and TSL's migration circular is the document that crystallises it most precisely. TSL's board states directly that the Company's current market valuation in Zimbabwe Gold does not adequately reflect the intrinsic value of the Group's asset base or the predominantly USD-based nature of its revenue streams.

That sentence is the analytical core of the entire circular. TSL generated USD 45.6 million in revenue in the year ended 31 October 2025, up from USD 36.9 million in 2024. It generated EBITDA of USD 17.7 million and profit after tax of USD 10.5 million. Its total assets are USD 99.4 million, total equity is USD 68.4 million, with over 97% of its revenues are denominated in US dollars.

Yet it is listed on an exchange that prices its shares in Zimbabwe Gold, a currency whose relationship to the US dollar has been volatile across the company's recent operating history, and the ZSE's ZWG price discovery mechanism is producing a valuation that the board of a company with USD 68.4 million in equity and USD 10.5 million in annual profit considers inadequate. The board is not complaining about a temporary mispricing that market efficiency will correct, it is paying USD 66,250 to physically move the company to a different exchange, which is the most emphatic form of valuation complaint available in the capital markets toolkit.

TSL's three-year audited financial trajectory provides the context for understanding why the undervaluation complaint is analytically credible rather than merely self-serving. Revenue grew from USD 36.7 million in FY2023 to USD 36.9 million in FY2024 and USD 45.6 million in FY2025, a 23.6% increase in the most recent year. EBITDA grew from USD 13.5 million in FY2023 to USD 9.96 million in FY2024 before recovering strongly to USD 17.7 million in FY2025, the highest in the three-year period. Profit after tax from continuing operations grew from USD 6.96 million in FY2023 to USD 10.53 million in FY2025, a 51.4% increase across the period.

Total assets grew from USD 84.2 million to USD 99.4 million, while cash and bank balances grew from USD 3.73 million to USD 8.62 million, with operating cash flow reaching USD 10.22 million in FY2025 against USD 4.26 million in FY2023, a 139.6% improvement. Investment property stands at USD 37.77 million and property, plant and equipment at USD 35.23 million, giving TSL a combined hard asset base of USD 73 million before working capital.

These are the financial characteristics of a business that is growing, generating cash, building its asset base, and delivering improving returns on that base, and the problem is not the business itself but the pricing mechanism. A ZWG-denominated share price applied to a company generating 97% USD revenues produces a valuation that oscillates with the ZWG's monetary dynamics as much as with the company's commercial performance.

When the ZWG is under pressure, the USD equivalent of the ZSE share price falls regardless of what TSL's USD revenues are doing. When ZWG liquidity is tight, as it has been through the RBZ's aggressive monetary tightening that has produced the 35% policy rate, the pool of ZWG capital available to bid for ZSE shares is constrained, suppressing prices below the level that USD-denominated fundamental analysis would assign them.

The ZSE Migration Pattern and What It Reveals About the Exchange's Structural Condition

TSL's migration does not arrive in isolation. It arrives as part of a pattern that is now sufficiently well-established to constitute a structural signal about the ZSE's competitive position rather than a series of company-specific decisions. Econet Wireless, Zimbabwe's largest telecoms company and one of the ZSE's most important listed entities by market capitalisation and revenue, has raised the undervaluation concern explicitly in its engagement with shareholders and analysts, noting that a company generating USD-denominated revenues and assets should command a USD-denominated market price rather than a ZWG proxy. Proplastics, the plastic pipes and fittings manufacturer, has cited the ZSE's inability to reflect its USD asset value in its market price as a material shareholder concern. First Mutual Holdings, the diversified financial services group, has similarly raised the valuation adequacy question in the context of its ZWG listing relative to its USD asset base.

The common thread across all four companies is not sector-specific or size-specific. TSL is an agricultural logistics and property group. Econet is telecommunications. Proplastics is industrial manufacturing. First Mutual is financial services. They span four of Zimbabwe's most important economic sectors, operate at different scales, and have different capital structures and investor bases. What they share is a predominantly USD revenue base, hard assets valued in USD, and a listing on an exchange that prices them in a currency whose relationship to the dollar is administratively managed and historically volatile.

The ZSE's ZWG pricing mechanism is not a problem for companies whose operations, revenue, costs, and assets are all ZWG-denominated. For companies whose economic substance is overwhelmingly USD, the ZSE's pricing mechanism introduces a currency translation layer between the company's actual value and its market price that systematically suppresses the valuation that USD-based fundamental analysis would produce.

The VFEX, established in 2020 specifically to address this structural gap, currently has seventeen listed securities. For a company like TSL, whose shareholder base includes institutional investors with USD return requirements and foreign investors who need to repatriate dividends and capital without mandatory liquidation requirements, the VFEX's structural advantages are fundamental to whether the company can attract and retain the investor quality that its financial performance warrants.

The USD 66,250 Transaction Cost Is the Most Revealing Number in the Circular

The costs of implementing the migration are estimated at USD 66,250, comprising advisory fees of USD 25,000, sponsoring broker fees of USD 5,750, legal fees of USD 10,000, transfer secretaries' fees of USD 7,000, ZSE and VFEX application and document review fees of USD 8,500, and printing and distribution costs of USD 10,000. The board has confirmed that this expenditure, USD 66,250, does not impair TSL's working capital for the next twelve months and that the company's financial position is unaffected by the transaction. At USD 10.53 million in annual profit after tax, USD 66,250 represents 0.6% of a single year's earnings.

However, the analytical significance of that proportion is not in its smallness, but in what it reveals about the cost-benefit calculation the board has made. TSL is spending 0.6% of one year's profit to permanently migrate to an exchange it believes will provide a more accurate, more stable, and more internationally comparable valuation of its USD 68.4 million equity base. That is a cost-benefit ratio so favourable that the decision's commercial logic is essentially self-evident, and the fact that the board characterises it as such in the circular, noting that the working capital impact is negligible, is itself a statement about how lopsided the analysis is.

The only reason not to migrate, given these cost parameters, is regulatory delay, shareholder resistance, or the possibility that the VFEX cannot deliver the liquidity improvement the board anticipates. The circular addresses the first through the EGM timeline, the second through the 75% special resolution threshold, and the third through the observation that VFEX's seventeen current listings have contributed to a notable increase in trading activity and enhanced liquidity.

What the ZSE Must Reckon With

The departure of TSL, following the valuation complaints of Econet, and other companies constitutes a structural challenge to the ZSE as an institution that goes beyond the immediate market capitalisation loss of any individual departure. The ZSE's value proposition to listed companies has always rested on two pillars: price discovery and capital access. The price discovery pillar is the one under direct challenge. If the exchange's ZWG pricing mechanism systematically undervalues USD-revenue-generating companies to the point where multiple substantial, long-established listed entities are willing to pay exit fees to leave, the exchange has a price discovery problem that is structural rather than cyclical and that no amount of improved trading infrastructure or enhanced disclosure requirements can fix without addressing the fundamental currency denomination question.

The capital access pillar faces a related but distinct problem. The ZSE's pool of investable capital is constrained by the ZWG liquidity environment that the RBZ's 35% policy rate has deliberately tightened. Investors holding ZWG need to deploy it into ZSE securities to access local equities, but the total pool of ZWG available for securities investment is limited by the monetary framework that has produced Zimbabwe's single-digit inflation achievement. The VFEX, by contrast, draws on USD capital from both local free funds and international investors who face no exchange control barriers to entry or exit.

The EGM on 19 June 2026 will almost certainly produce the 75% special resolution majority that the TSL board has recommended shareholders vote in favour of. The directors will collectively vote their own shareholdings in favour. The institutional logic of the migration is as clear to TSL's institutional shareholders as it is to its board. By 30 June 2026, if the conditions precedent are met on schedule, a company incorporated in Zimbabwe in 1957, listed on the ZSE for decades, and generating USD 45.6 million in annual revenue will begin trading on the VFEX in USD.

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