Annual Report 2021 Integrated annual report and consolidated financial statements Sydney Level 13, 95 Pitt Street NSW 2000+61 2 7906 2000 info@irongategroup.com.auMelbourne Brisbane irongategroup.com.auIrongate Group Contents 01 02 Overview FY21 highlights Introduction from the chairperson and the CEO Business review Strategy Portfolio overview Acquisitions Leasing activity Tenant base Valuations Third party funds management 03 Financial management FY21 highlights Balance sheet management Funds from operations 04 Environmental, social and governance Risk management Directors of the Responsible Entity Remuneration report 02 03 8 9 12 13 14 15 17 20 21 22 25 27 29 05 06 Irongate Group consolidated financial statements prepared in accordance with the Corporations Act 2001 and ASX Listing Rules Directors’ report Directors’ declaration Auditor’s independence declaration Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Independent auditor’s report 36 39 40 41 42 43 44 45 71 Irongate Group consolidated financial statements prepared in accordance with the regulatory requirements under JSE Listings Requirements Directors’ responsibility statement Directors' responsibility on financial controls Report of the audit and risk committee Directors’ report Independent auditor’s report to the securityholders of Irongate Group Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Segmental analysis Notes to the consolidated financial statements 07 Other information Securityholder information Corporate information Glossary of terms 78 79 80 81 86 91 92 93 94 95 98 124 126 127 01 — Overview Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 FY21 highlights FFO Distributions 9.26 cps 8.92 cps Portfolio value1 NTA per security A$1.237b A$1.43 Portfolio occupancy2,3 Portfolio WALE2,3 97.5% Gearing 27.8% 4.7 years Funding cost 2.84% Acquisition of management rights from Investec Group to create an internally managed REIT Rebranding to Irongate Group Establishment of a third-party funds management business Contracted to acquire four industrial properties in Brisbane for A$60.6 million Significant valuation uplift driven by positive leasing outcomes and tightening of capitalisation rates 99.6% of rent collected over the financial year demonstrating the resilience of the portfolio 1. Excludes the acquisition of 57–83 Mudgee Street and Lot 24 Dunhill Crescent which were announced post the reporting date. 2. Weighted by gross property income. 3. Excludes signed HoAs. / 02 / 02 Introduction from the chairperson and the CEO The past financial year has been transformational for IAP, having completed the acquisition of management rights from Investec Group, and evolving to become an internally managed REIT rebranded as Irongate Group. The internalisation transaction has also provided IAP with a third party funds management platform to supplement its existing portfolio of office and industrial properties Richard Longes Independent non-executive chairperson Graeme Katz CEO S S e e c c t t i i o o n n 0 0 1 1 S S e e c c t t i i o o n n 0 0 2 2 S S e e c c t t i i o o n n 0 0 3 3 S S e e c c t t i i o o n n 0 0 4 4 S S e e c c t t i i o o n n 0 0 5 5 S S e e c c t t i i o o n n 0 0 6 6 S S e e c c t t i i o o n n 0 0 7 7 Properties (#) Portfolio value (A$b) Area (m²) Occupancy (%)2, 3 WALE (years)2, 3 WARR (%)2, 3 WACR (%)4 WADE (years) WASE (years) Hedged position (%) Year in review 20211 32 1.237 2020 30 1.085 345,787 333,889 97.5 4.7 3.4 6.02 6.1 7.0 78.3 99.0 4.5 3.3 6.57 7.4 8.3 95.8 IAP entered the financial year with a defensive property portfolio and strong balance sheet, which ensured the business remained resilient in the face of the challenges posed by the COVID-19 pandemic. During the year, IAP transitioned from being an externally managed REIT to an internally managed REIT. In doing so, IAP’s long standing ties to Investec Group came to an end. This latest development in the evolution of IAP is cause to reflect on the achievements of the Fund since its initial listing on the JSE in October 2013. When IAP listed on the JSE in October 2013 it comprised eight properties valued at A$130 million. The mandate was to acquire quality properties with medium to long-term leases, situated in well-located precincts, with limited or no short-term capex requirements, with contracted rental growth which provided sustainable income supported by strong tenant covenants. IAP also provided South African investors with exposure to Australian and New Zealand real estate via their local stock exchange and the opportunity to earn income and capital returns in Australian dollars. The opportunity resonated with South African investors, given the initial public offering was more than four times oversubscribed. Over time, IAP grew its portfolio organically by focusing on metropolitan office markets in close proximity to critical infrastructure where competitive occupancy costs could be offered to tenants, and on established industrial markets with good transport connectivity. Having a diversified mandate allowed IAP to pivot into sectors and markets where it identified relative value, including acquiring properties where it was able to enhance income or improve capital value by utilising the inhouse asset management skills of the management team. During this period, IAP undertook a number of capital raisings at or above NTA to promote the growth of the portfolio, which was aided by the support of the Fund’s financiers, Westpac, ANZ and PGIM. In 2019 IAP became dual listed on the ASX and the JSE. This was a milestone achievement for the Fund which gave it access to two capital markets and a better cost of capital. The quality of the underlying portfolio, together with the diligent and unwavering efforts of a committed and skilful management team, have allowed IAP to consistently deliver distribution growth to securityholders, increase the underlying value of the portfolio and outperform both the SAPY index in South Africa and the S&P ASX 300 REIT index in Australia since the Fund’s respective listing in those markets. The performance of IAP over the past seven and a half years has provided the platform for the Fund to deliver a strong financial result in FY21 in the face of the challenges posed by the COVID-19 pandemic. The Fund’s portfolio now comprises 32 quality properties valued at A$1.237 billion1 across the office and industrial sectors in Australia and New Zealand with sound underlying operational performance. The balance sheet remains in a strong position with gearing at 27.8% and A$93.5 million of undrawn debt facilities available. 1. Excludes the acquisition of 57–83 Mudgee Street and Lot 24 Dunhill Crescent which were announced post the reporting date. 2. Weighted by gross property income. 3. Excludes signed HoAs. 4. Weighted by property valuation. / 03 / 03 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Introduction from the chairperson and the CEO Continued We believe IAP is well positioned to take advantage of the exciting opportunities being originated by the management team. Portfolio performance Market commentary The Australian property market remained resilient throughout 2020 despite the COVID-19 pandemic. Australia has been regarded as a world leader in its response to the pandemic, recording record GDP growth in the second half of 2020 after experiencing its first recession in close to three decades in the first half. For the property sector, an acceleration of trends including workplace flexibility and increased consumer demand for e-commerce has had varied impacts on each sub sector. The industrial market has performed strongly with yields reaching record lows as investors chase assets with strong covenants and long WALEs. The office and retail sectors experienced short-term disruption as the government restricted movement and operations, reducing occupancy and footfall. Despite early predictions, both sectors remained resilient and are already showing signs of returning to pre- pandemic levels. Looking forward, underlying demand and favourable economic conditions should support continued growth in 2021. Financial result We are pleased to announce that IAP is delivering a final distribution of 4.53 cps for the six months ended 31 March 2021. This brings the total distribution for FY21 to 8.92 cps. Whilst no distribution guidance was given for FY21, the result is in line with the forecast set out in the explanatory memorandum and notice of meeting dated 20 October 2020 prepared in relation to the internalisation transaction. IAP’s exposure to metropolitan office and industrial properties, two of the best performing sectors through the COVID-19 pandemic, has resulted in significant valuation uplift over the past 12 months. The portfolio is now valued at A$1.237 billion1, up from A$1.085 billion at 31 March 2020 and the WACR has tightened to 6.02% from 6.57% at 31 March 20202. NTA has increased from A$1.32 per security at 31 March 2020 to A$1.43 per security at 31 March 2021. As a result of the internalisation transaction, IAP now recognises an intangible asset and reports NTA rather than NAV. The increase in NTA is largely related to the valuation uplift in the property portfolio offset by the intangible asset related to the management rights acquired and related transaction costs incurred as part of the internalisation transaction. As a result of the structure of the internalisation transaction, the Fund’s financial statements have been prepared for the period 3 September 2020 to 31 March 2021. Further details on the basis of reporting can be read in the directors’ reports in sections 5 and 6 of the annual report. The full year financial statements for IPF I are available on the website at irongategroup.com.au. During the year, a key focus for the Fund was preserving rental income while supporting those tenants that required assistance due to the impacts of the COVID-19 pandemic. IAP agreed rent support arrangements with 35 tenants, the majority of which were small retail tenants occupying premises at the base of some of the Fund’s larger office properties. In aggregate, IAP provided A$0.7 million of rent support and A$1.1 million of rent deferrals and no tenants are currently receiving rent support from the Fund. The quality of the tenant base was evident in the level of rent collections received over the financial year, with 99.6% of rent collected excluding rent support arrangements, and 98.3% of rent collected including rent support arrangements. More than ever, maintaining strong relationships with tenants is key to the underlying performance of the Fund. The management team’s active, hands-on approach to asset management has again delivered excellent leasing outcomes in a market where there has been considerable uncertainty around business sustainability and occupancy requirements. Since 31 March 2020, 64,145m² of space has been contracted. As a result of the leasing activity during the period, only 10,880m² of space remains vacant at the date of the annual report, the portfolio WALE is 4.7 years3 and 38.9%3 of leases expire after five years. Since the beginning of the financial year, the Fund has announced the acquisition of four industrial properties in Brisbane for a combined value of A$60.6 million. The acquisitions were sourced off-market and are consistent with IAP’s strategy of acquiring good quality industrial properties with strong tenant covenants and long lease terms. These acquisitions have increased IAP’s exposure to industrial property to 34% by value. At the start of the financial year, the Fund also completed the sale of 757 Ann Street in Brisbane for A$94 million, 11% above book value. Third party funds management The internalisation transaction has provided IAP with a third party funds management platform that focuses on providing investment opportunities to wholesale investors through unlisted real estate private equity funds, joint ventures and separately managed accounts. The management team has a long and successful track record in managing third party capital dating back to 2006, and have successfully deployed capital across a range of asset classes, including commercial office, industrial, residential, retail, hotel and self-storage as well as different strategies including core, value-add, opportunistic, development and both performing and distressed debt. The main focus of IAP’s third party capital business is currently TAP. TAP is an unlisted Australian opportunity fund, launched in December 2019 that seeks to invest in opportunistic real estate transactions in Australia and New Zealand which require active management. There is no overlap in the investment mandate of TAP and IAP’s direct real estate activities. TAP is intending to raise up to A$300 million to deliver on its strategy, having raised A$140 million to date, with a target return hurdle of 15% to 18% IRR before fees and taxes. To date, TAP has made five investments across a range of real estate opportunities. 1. Excludes the acquisition of 57–83 Mudgee Street and Lot 24 Dunhill Crescent which were announced post the reporting date. 2. Weighted by property value. 3. Weighted by gross property income. / 04 / 04 Guidance Distribution growth in FY22 is expected to be between 2% and 3% pre WHT. IAP’s policy is to payout between 80% and 100% of FFO, with an expectation for FY22 to be in the middle of the target range1. Acknowledgements We would like to thank the Board and management team who have been instrumental in the Fund’s successes over the past year, including the tremendous amount of work associated with the internalisation transaction. We start this financial year with much greater clarity and confidence in both our business and general market conditions. The Board and management team are committed to ensuring that the business takes advantage of the considerable amount of work undertaken over the past 12 months and that IAP continues to perform for all securityholders. Richard Longes Independent non-executive chairperson Graeme Katz CEO IAP currently has over A$1.750 billion of assets under management and, over time, intends to expand its third party funds management platform. Environment, social and governance ESG is becoming an increasingly important consideration for all of the Fund’s stakeholders, and the Board and management team take their responsibilities in this regard seriously. As a result of the internalisation transaction, IAP has had the opportunity to reassess ESG as it relates to all of its activities. This has resulted in the production of IAP’s first sustainability report, which is available on the website at irongategroup.com.au. In addition, the Fund has committed to obtaining a GRESB rating and CDP score. The Fund is committed to driving improvements in the way its properties are managed and occupied in an effort to improve the overall sustainability of the portfolio. A number of initiatives were either concluded or commenced during the year in this respect, and it was pleasing to see the average NABERS energy and water ratings increase from those previously reported. The Fund has also committed to achieving net zero carbon omissions by 2030 and will be undertaking several initiatives in this regard. IAP has set certain diversity targets which are set out in the Fund’s diversity policy, which is available on the website at irongategroup.com.au. It is pleasing to note that the Fund has exceeded its targets for FY21 in respect of gender diversity across all levels of the business. The Fund will continue to review these targets to ensure it is adhering to accepted industry practices. The Fund also acknowledges its responsibility to the communities within which is operates. IAP is proud to continue its association with selected charitable organisations that have special meaning to IAP. The Board and management team are committed to upholding the requirements of disclosure and transparency prescribed by applicable rules, guidelines, regulations and statutes, including the JSE Listings Requirements and the King IV Code in South Africa and the ASX Listing Rules and the ASX Guidelines in Australia. The Board has adopted a corporate governance statement and a board charter which formally recognises the codes of corporate practice and conduct under which the Board operates. The Board is satisfied that it has fulfilled its responsibilities under the board charter for the reporting period. Changes to the Board As part of the internalisation transaction, Sam Leon and Hugh Martin retired from the Board. The Board now comprises five directors, four of whom are non-executive and three of whom are independent. Sam and Hugh both made significant contributions to the Board and brought their extensive experience to assist IAP in delivering on its growth strategy over a number of years. We would like to personally thank Sam and Hugh for their contributions and wish them well with their future endeavours. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 1. The forecast is based on the assumptions that the macro-economic environment will not deteriorate markedly, no tenant failures will occur and budgeted renewals will be concluded. Budgeted rental income is based on in force leases, contractual escalations and market-related renewals. / 05 / 05 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 This page has intentionally been left blank. / 06 / 06 02 — Business review Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Strategy The Fund’s strategy is to invest in office, industrial and retail properties in major metropolitan cities or established commercial precincts in Australia and New Zealand and to grow its third party funds management platform The objectives of the Fund are to: • deliver income and capital returns to securityholders over time • grow and diversify its asset base • maintain a strong corporate governance framework The Fund’s investment philosophy, whether on balance sheet or for third party funds, focuses on making investment decisions based on sound underlying property fundamentals, enhancing the quality of the underlying real estate and identifying opportunities to unlock value through active asset management. The Fund adheres to this philosophy by utilising the skills of an experienced and well-connected management team with a presence in the Fund’s key geographies of Sydney, Melbourne and Brisbane, and through a commitment to sound balance sheet management. Focused property fundamentals • Purchasing quality assets • Right asset at the right price • Focus on properties that deliver affordable occupancy solutions for tenants • Focus on properties located near critical infrastructure Active asset management • Track record in managing third party capital • Providing investment opportunities through unlisted real estate private equity funds, joint ventures and managed accounts • Skills and experience across multiple asset classes • Co-investment to promote alignment of interest Balance sheet • Specialists in local market • Strong relationships with key stakeholders • Passionate and driven • Extensive industry experience 01 • Sustainable revenue stream • Long-term focus • Location and quality of real estate • Strong tenants 02 03 04 05 06 Acquisition strategy • Active hands-on asset management • Track record of letting activity • High level of service to tenant base • Early engagement with tenants to improve portfolio WALE • Capital expenditure projects focused on achieving capital value uplift or income-generating improvements Trusted fund manager • Conservative but opportunistic balance sheet management • Hedging strategy in place to mitigate downside risk • Manage funding costs Management team / 8 / 8 Portfolio overview The Fund’s portfolio has grown 9.5 times since listing on the JSE in October 2013 and now comprises 32 properties with an area of 345,787m² valued at A$1.237 billion1 32 properties 345,787m2 area Properties (#) Valuation (A$b) Area (m2) Occupancy (%)2, 3 WALE (years)2, 3 Leases expiring after 5 years (%)2, 3 WARR (%)2, 3 WACR (%)4 TOTAL1 OFFICE INDUSTRIAL 32 1.237 345,787 97.5 4.7 38.9 3.4 6.02 12 0.820 136,320 97.9 4.4 27.4 3.4 6.12 20 0.417 209,467 96.6 5.3 63.9 3.3 5.83 The Fund focuses on identifying properties that are located in precincts supported by significant existing or planned infrastructure that provide affordable occupancy costs for tenants and where management can utilise its asset management skills to enhance yield and/or add value. The management team has demonstrated an ability to adjust strategy and shift focus to take advantage of prevailing market conditions. The Fund has taken a measured, disciplined and value-based approach to portfolio growth, and has a proven track record of completing acquisitions. The portfolio has grown in value by 9.5 times since the Fund listed on the JSE, demonstrating the management team’s ability to identify and secure acquisitions. 1.5 b $ A 1.2 0.9 0.6 0.3 0.0 3 6 0 . 1 9 9 0 . 1 5 8 0 . 1 0 0 1 . 1 0.24 0.25 0.33 0.32 9 9 0 . 3 1 0 . 1 0.22 0.24 7 3 2 . 1 0.42 1 8 0 . 8 7 0 . 0.18 0.19 4 5 0 . 9 4 0 . 0.16 0.16 8 3 0 . 4 3 0 . 0.10 0.13 8 1 . 0 0.25 5 1 - r a M 0.25 5 1 - p e S 0.34 6 1 - r a M 0.37 6 1 - p e S 0.60 0.63 7 1 - r a M 7 1 - p e S 0.77 8 1 - r a M 0.77 8 1 - p e S 0.82 9 1 - r a M 0.85 0.76 0 2 - r a M 9 1 - p e S 0.77 0.82 0 2 - p e S 1 2 - r a M 4 6 6 10 6 12 7 12 8 12 11 13 12 13 12 14 12 15 13 15 13 18 12 18 12 12 18 20 10 16 18 19 20 24 25 26 27 28 31 30 30 32 5 1 . 0 3 1 . 0 0.05 0.05 0.05 0.08 0.11 0.13 3 4 4 1 1 1 - - - t p r c a e O M S ) g n i t s i l S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 A$1.237b portfolio value E S J ( Office Industrial Total # of properties1 2 6 8 3 6 9 1. Excludes the acquisition of 57–83 Mudgee Street and Lot 24 Dunhill Crescent which were announced post the reporting date. 2. Weighted by gross property income. 3. Excludes signed HoAs. 4. Weighted by property value. / 9 / 9 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 NT 1 Portfolio overview Continued The portfolio comprises 32 properties sectorially and geographically diversified and currently valued at A$1.237 billion1. The Fund has focused on constructing a portfolio with the following characteristics: • strategically located industrial properties that typically provide longer term sustainable income • suburban office properties located in close proximity to key infrastructure such as main arterial roads and railway stations with affordable occupancy costs for tenants • CBD office properties in select markets with the opportunity to enhance income and/or capital value through active asset management WA 2 SA 2 VIC 2 3 Sectoral spread1 Area Valuation Income 39% 61% Office Industrial 66% 34% Office Industrial 68% 32% Office Industrial 1. Excludes the acquisition of 57–83 Mudgee Street and Lot 24 Dunhill Crescent which were announced post the reporting date. / 10 / 10 12 20 NZ 1 QLD NSW ACT 2 4 5 4 2 4 Geographic spread1 Area Valuation Income 29% 17% 14% 10% 8% 11% 4% 7% NSW VIC QLD ACT WA SA NT NZ 38% 18% 13% 9% 5% 3% 2% 12% NSW VIC QLD ACT WA SA NT NZ 37% 16% 14% 10% 5% 3% 3% 12% NSW VIC QLD ACT WA SA NT NZ S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 11 / 11 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Acquisitions The Fund continues to seek out value and focus its efforts on properties in established office or industrial precincts supported by key infrastructure and where the management team can optimise returns through active asset management. Since the beginning of the financial year the Fund has announced the acquisition of four industrial properties in Brisbane for a combined value of A$60.6 million. The acquisitions were sourced off-market and are consistent with IAP’s strategy of acquiring good quality industrial properties with strong tenant covenants and long lease terms. The acquisitions increase IAP’s exposure to the strongly performing industrial sector. 197 BELCONNEN CRESCENT, BRENDALE QLD 153 MAIN BEACH ROAD, PINKENBA QLD 57–83 MUDGEE STREET, KINGSTON QLD1 LOT 24 DUNHILL CRESCENT, MORNINGSIDE QLD1 Purchase price (A$) 15,624,0002 24,750,000 14,320,0003 5,932,0004 Initial yield (%)5 Area (m²) Occupancy (%)6 WALE at acquisition (years)6 WARR (%)6 Tenants 6.25 9,300 100 6.0 2.8 4WD Supacentre 5.29 1,852 100 7.0 3.5 Grays 5.73 5,520 100 8.8 2.8 Construction Sciences Waco Kwikform 6.02 1,016 100 10.0 3.0 3M 153 MAIN BEACH ROAD, PINKENBA QLD 1. Announced post the reporting date. 2. Represents ‘as if complete’ value including land acquisition cost of A$3,885,000. 3. Represents ‘as if complete’ value including land acquisition cost of A$3,050,000. 4. Represents ‘as if complete’ value including land acquisition cost of A$1,252,000 5. Pre transaction costs. 6. Weighted by gross property income. / 12 / 12 Leasing activity At the date of the annual report, the portfolio is 97.5% occupied with a WALE of 4.7 years1, 2,3 Since 31 March 2020, 64,145m2 of space has been contracted by way of signed leases or signed HoAs. At the date of the annual report only 10,880m² of space remains vacant, of which 7,650m2 is subject to signed HoAs. The management team is committed to managing upcoming vacancy and is actively engaged with all of the Fund’s tenants on a regular basis in this regard. Since 31 March 2020 the Fund has completed the following leasing transactions: Review type1,2,3 Office 6% 22% 62% 4% 5% 1% Fixed 2.5–2.99% Fixed 3.0–3.49% Fixed 3.5–3.99% Fixed 4.0% + Market review CPI Industrial 3% 57% 23% 12% 0% 5% Fixed 2.5–2.99% Fixed 3.0–3.49% Fixed 3.5–3.99% Fixed 4.0% + Market review CPI Key expiries1,2,3 FY22 Government Property NSW Paynter Dixon FY23 Commonwealth of Australia Toll FY24 Probe Coil Steels FY25 Carsales.com Commonwealth of Australia % 1.8 1.1 3.0 1.3 2.3 1.7 4.5 3.6 FY26 State Government of Victoria 2.8 Ricoh Australia 2.4 SIGNED LEASES COUNT (#) AREA (M²) WALE (YEARS)1 WARR (%)1 Office Renewal New tenant Total office Industrial Renewal New tenant Total industrial Total signed leases 22 10 32 3 0 3 35 27,106 7,402 34,508 14,229 0 14,229 48,737 4.8 years 8.1 years 5.6 years 4.3 years 0.0 years 4.3 years 5.4 years 3.13% 2.89% 3.08% 3.72% 0.00% 3.72% 3.14% SIGNED HOAS COUNT (#) AREA (M²) WALE (YEARS)1 WARR (%)1 Office Renewal New tenant Total office Industrial Renewal New tenant Total industrial Total signed HoAs Total Lease expiry profile1, 2,3 % 4 3 7 1 1 2 9 44 1,321 1,481 2,802 5,246 7,360 12,606 15,408 64,145 4.2 years 5.6 years 5.0 years 12.5 years 15.0 years 13.2 years 10.8 years 6.7 years 2.96% 3.20% 3.09% 3.25% 3.00% 3.18% 3.15% 3.15% % 9 8 3 . % 6 . 1 2 % 1 . 9 1 % 2 0 2 . % 7 8 1 . % 5 6 . % 0 7 . % 5 6 . % 4 9 . % 1 . 7 % 5 9 . % 6 . 1 1 % 6 8 . % 5 . 1 % 5 % 2 0 . 1 . % 0 0 . Vacant FY22 % 4 2 . % 4 2 . % 5 2 . % 0 3 . FY23 Office FY24 Industrial FY25 Total FY26 FY27+ 40 35 30 25 20 15 10 5 0 1. Weighted by gross property income. 2. Excludes signed HoAs. 3. Excludes the acquisition of 57–83 Mudgee Street and Lot 24 Dunhill Crescent which were announced post the reporting date. / 13 / 13 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Tenant base The Fund has maintained a diversified tenant base across both industries and tenant types, with no single tenant (excluding government tenants) accounting for more than 4.5% of the Fund’s income. The Fund’s limited exposure to tenants in the retail and consumer discretionary sectors, combined with a high proportion of the Fund’s tenants being government, listed or multinationals, means that the Fund has been able to navigate the impacts of the COVID-19 pandemic with minimal disruption. TOP 10 TENANTS1, 2,3 Commonwealth of Australia Carsales.com Honeywell Vulcan Steel CTI Freight Systems Northline State Government of Victoria Pharmaxis Toll Transport Ricoh Australia TENANT TYPE1, 2,3 Australian Corporate Foreign Listed Australian Listed Multinational Federal Government SME State Government Foreign Government Not for Profit INDUSTRY TYPE1, 2,3 Government Technology Industrials Health Care Financials/Professionals Consumer Staples Materials Real Estate Consumer Discretionary Retail Energy Communication Services Other 9.1% 4.5% 3.4% 3.0% 2.9% 2.8% 2.8% 2.6% 2.4% 2.4% 35.9% TOTAL 23.9% 23.2% 15.0% 9.3% 9.1% 7.8% 5.1% 5.0% 1.6% OFFICE INDUSTRIAL 17.1% 27.0% 11.6% 5.9% 13.2% 8.2% 7.5% 7.3% 2.2% 38.8% 15.1% 22.7% 16.6% 0.0% 6.8% 0.0% 0.0% 0.0% 100.0% 100.0% 100.0% TOTAL OFFICE INDUSTRIAL 19.2% 17.0% 15.4% 13.4% 11.2% 6.6% 6.5% 4.2% 4.0% 1.0% 0.6% 0.6% 0.3% 28.1% 22.9% 2.8% 15.7% 16.3% 1.9% 0.2% 6.1% 2.5% 1.4% 0.9% 0.9% 0.3% 0.0% 4.1% 42.9% 8.2% 0.0% 16.8% 20.1% 0.0% 7.7% 0.0% 0.0% 0.0% 0.2% 100.0% 100.0% 100.0% 1. Weighted by gross property income. 2. Excludes signed HoAs. 3. Excludes the acquisition of 57–83 Mudgee Street and Lot 24 Dunhill Crescent which were announced post the reporting date. / 14 / 14 Valuations During the year 23 properties were externally valued with all other properties subject to directors’ valuations Basis for valuation The basis of valuation of investment properties is fair value. Fair values are based on market values, being the price that would be received to sell an asset in an orderly transaction between market participants at balance date. IAP’s policy is to value investment properties at each reporting period, with independent valuations performed on a rotational basis to ensure each property is valued at least once every 24 months by an independent external valuer (in compliance with IAP’s debt facility). Where a property is not due for an independent valuation, internal valuations are undertaken at the end of reporting period. The valuation methods include the discounted cash flow method and income capitalisation method. External valuations External valuations were conducted for 23 properties in the portfolio for the second half of the year. External valuations were conducted by Colliers International, Urbis, Savills and CBRE who are all registered as Certified Practising Valuers with the Australian Property Institute. Directors’ valuations At 31 March 2021, there were eight properties where fair value was based on directors’ valuations. At each reporting date, the directors update their assessment of the fair value of each property in accordance with the Fund’s valuation policy. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 15 / 15 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Valuations Continued Valuation summary The table below details the fair value movements of the Fund’s properties from 31 March 2020 to 31 March 2021, including the valuations adopted at the interim reporting date on 30 September 2020. FY21 (A$) HY21 (A$) FY20 (A$) HY21–FY21 FY20–FY21 MOVEMENT (%) PROPERTY 47 Sawmill Circuit, Hume ACT 57 Sawmill Circuit, Hume ACT 24 Sawmill Circuit, Hume ACT 44 Sawmill Circuit, Hume ACT 2–8 Mirage Road, Direk SA 30–48 Kellar Street, Berrinba QLD 165 Newton Road, Wetherill Park NSW 24 Spit Island Close, Newcastle NSW 67 Calarco Drive, Derrimut VIC 66 Glendenning Road, Glendenning NSW 85 Radius Drive, Larapinta QLD 54 Miguel Road, Bibra Lake WA 24 Rodborough Road, Frenchs Forest NSW 6–8 and 11 Siddons Way, Hallam VIC 36–42 Hydrive Close, Dandenong South VIC 103 Welshpool Road, Welshpool WA 46–70 Grand Trunkway, Gillman SA D E E D D E E E E E E E E E E E E 12,700,000 E 12,200,000 D 11,100,000 13,900,000 E 9,900,000 D 9,500,000 14,500,000 E 9,500,000 D 9,050,000 10,500,000 E 10,400,000 D 10,400,000 8,750,000 E 8,750,000 D 8,750,000 9,500,000 D 8,650,000 E 8,400,000 33,500,000 D 25,700,000 D 25,250,000 12,000,000 D 10,900,000 E 10,600,000 12,300,000 D 10,700,000 E 10,150,000 38,250,000 D 29,500,000 D 29,400,000 19,500,000 D 18,000,000 E 17,500,000 33,000,000 D 31,000,000 D 30,100,000 24,500,000 D 22,250,000 E 22,250,000 23,750,000 D 20,000,000 E 20,000,000 25,700,000 D 20,500,000 D 20,150,000 30,000,000 D 26,600,000 D 25,900,000 29,000,000 D 25,650,000 D 25,200,000 16 Dawson Street, East Arm NT D 29,400,000 D 29,100,000 D 28,100,000 Acquisitions/developments during period 197 Belconnen Crescent, Brendale QLD 153 Main Beach Road, Pinkenba QLD 11,600,000 24,750,000 Total Industrial 417,100,000 329,300,000 321,800,000 449 Punt Road, Cremorne VIC 35–49 Elizabeth Street, Richmond VIC 2404 Logan Road, Eight Mile Plains QLD 186 Reed Street, Greenway ACT 21–23 Solent Circuit, Baulkham Hills NSW 266 King Street, Newcastle NSW 113 Wicks Road, Macquarie Park NSW 324 Queen Street, Brisbane QLD 20 Rodborough Road, Frenchs Forest NSW 2 Richardson Place, North Ryde NSW 100 Willis Street, Wellington NZ1 24 Wormald Street, Symonston ACT Total Office Total Portfolio E E D D E D E D E E E E 61,500,000 D 59,200,000 D 58,800,000 104,500,000 D 94,000,000 D 93,000,000 17,000,000 E 17,500,000 D 18,150,000 25,250,000 E 25,750,000 D 25,650,000 68,000,000 D 63,100,000 D 61,500,000 81,500,000 D 78,500,000 E 77,000,000 33,000,000 D 30,400,000 E 29,000,000 79,000,000 D 79,000,000 E 76,750,000 66,000,000 D 62,500,000 E 62,500,000 110,000,000 D 99,900,000 D 97,150,000 143,605,774 D 131,500,652 E 134,507,578 30,500,000 D 29,750,000 D 29,150,000 819,855,774 771,100,652 763,157,578 1,236,955,774 1,100,400,652 1,084,957,578 E External valuation D Directors’ valuation 1. Converted at spot rate of 1.0877 at 31 March 2021. 4.1 40.4 52.6 1.0 0.0 9.8 30.4 10.1 15.0 29.7 8.3 6.5 10.1 18.8 25.4 12.8 13.1 1.0 15.6 3.9 11.2 (2.9) (1.9) 7.8 3.8 8.6 0.0 5.6 10.1 9.2 2.5 6.3 9.1 14.4 46.3 60.2 1.0 0.0 13.1 32.7 13.2 21.2 30.1 11.4 9.6 10.1 18.8 27.5 15.8 15.1 4.6 18.3 4.6 12.4 (6.3) (1.6) 10.6 5.8 13.8 2.9 5.6 13.2 6.8 4.6 7.4 10.7 / 16 / 16 Third party funds management IAP’s third party funds management platform is focused on providing investment opportunities to wholesale investors through unlisted real estate private equity funds, joint ventures and separately managed accounts. The management team has a long and successful track record in managing third party capital—both institutional and high net worth—with unlisted funds management capabilities dating back to 2006. Since that time, the management team has managed a number of wholesale funds, numerous joint ventures and separate mandates. The management team has successfully deployed capital across a range of asset classes, including commercial office, industrial, residential, retail, hotel and self-storage as well as different strategies including core, value-add, opportunistic, development and both performing and distressed debt. Investors in our wholesale funds as well as our joint venture partners benefit from: • on-the-ground access with offices in Australia’s three largest cities • assets under management in all of Australia’s main commercial centres and in New Zealand • in-house property management, asset management and project management capabilities • diverse team skillset including both direct and indirect real estate activities • strong in-house legal, tax and execution skills IAP currently has over A$1.750 billion of assets under management, and its third party funds management activities comprise the following: TAP MELBOURNE RESIDENTIAL LAND SUBDIVISION INVESTEC GROUP REAL ESTATE ASSETS Type Unlisted real estate opportunity fund Single asset syndication Third party management of real estate portfolio Equity under management A$140m Co-investment A$30m Start Term IAP role December 2019 7–8 years Investment manager and asset manager A$33m nil June 2019 6–7 years N/A nil December 2020 4 years Investment manager Asset manager Fees to IAP Investment management fee Investment management fee Asset management fee 0.8% on equity under management A$700,000 per annum 0.38125% on equity under management Performance fee 20% over 8% hurdle (26.25% share) Asset management fee At market rates dependent on asset type S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 17 / 17 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Third party funds management Continued TAP TAP is an unlisted Australian opportunity fund, launched in December 2019. TAP seeks to invest in opportunistic real estate transactions in Australia and New Zealand which require active management. There is no overlap in the investment mandate of TAP and IAP’s direct real estate activities. TAP is intending to raise up to A$300 million to deliver on its strategy, having raised A$140 million to date. TAP has a target return hurdle of 15% to 18% IRR before fees and taxes and has currently invested in the following opportunities: Industrial | Self storage Equity committed A$15.2m Type First mortgage Target return 13% IRR Office | Future development Equity committed A$25.1m Type Equity JV Target return 22% IRR Description Two bridge construction loans for self storage facilities with guaranteed take-outs Description Development of luxury hotel and high end residential apartments in the Sydney CBD Location Queensland Location New South Wales Retail | Value-add Equity committed A$50.3m Type Equity JV Target return 19% IRR Residential | Development Equity committed A$4.5m Type Equity JV Target return 22% IRR Description Repositioning of high quality retail centre in the Adelaide CBD Description Residential land development in Melbourne growth area Location South Australia Location Victoria Melbourne residential land subdivision IAP manages A$33 million of third party capital invested in the development of The Grove residential land subdivision in Tarneit in Melbourne’s western growth corridor in partnership with Frasers Property Australia. On completion, The Grove will be home to 8,000 residents across over 1,700 dwellings. The site has easy access to Tarneit train station and is bounded by Davis Creek and Werribee River. The community is already well-established with more than 1,200 land lots sold. Investec Group real estate assets IAP provides asset management services to Investec Group in respect of certain real estate assets in which Investec Group has an interest. These include: • Life, Point Cook, a residential land development in joint venture with Frasers Property Australia • other legacy real estate assets of Investec Group which include land subdivision developments at Bargara Beach, Burrum Heads and Townsville as well as an urban renewal project in Newcastle / 18 / 18 03 — Financial management Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 FY21 highlights FFO AFFO 9.26 cps 8.64 cps Distributions 8.92 cps NTA per security A$1.43 WADE WASE 6.1 years 7.0 years Hedged 78.3% Gearing 27.8% Key metrics Investment property (A$b) Investments (A$m) Total debt (A$m) Gearing (%) All-in funding cost (%) Hedge position (%) % of debt fixed (%) WADE (years) WASE (years) Annual interest cover ration/covenant (times) Loan to value ratio/covenant (%) FY21 1.237 6 342 27.8 2.84 78.3 43.9 6.1 7.0 6.6/2.0 28.2 FY20 1.085 – 258 22.2 3.05 95.8 58.1 7.4 8.3 5.2/2.0 23.5 / 20 / 20 Balance sheet management NTA bridge $ A 1.50 1.40 1.30 1.20 1.10 1.00 1.32 0 2 0 2 h c r a M 1 3 NTA increased from $1.32 to $1.43 at 31 March 2021. As a result of the internalisation transaction, the Fund now recognises an intangible asset and reports NTA rather than NAV. The increase in NTA is largely related to the revaluation of investment properties, offset by the intangible asset and transaction costs associated with the internalisation transaction. Gearing as at the reporting date is 27.8%, which is an increase of 5.6% since 31 March 2020. This is largely the result of the costs associated with the internalisation transaction and the two property acquisitions completed during the year. IAP’s look through gearing is 27.8%, all in cost of funding is 2.84% (2020: 3.05%) and the WADE is 6.0 years (2020: 7.4 years). NTA per security A$1.43 (prior year A$1.32) 0.09 (0.09) 0.19 (0.06) (0.02) l e b a t u b i r t s D i e m o c n i s n o i t u b i r t s D i l e b a y a p / d a p i y t r e p o r P s n o i t a u a v e r l t n e m e g a n a M d e r i u q c a s t h g i r n e t t i r w s t s o c n o i t c a s n a r T i ) s n o i t i s u q c a w e n d n a n o i t c a s n a r t n o i t a s i l a n r e t n i ( f f o 1.43 1 2 0 2 h c r a M 1 3 8.1% Debt and swap expiry profile Gearing 27.8% (prior year 22.2%) 5.6% Funding cost 2.84% (prior year 3.05%) 21bps m $ A 160 140 120 100 80 60 40 20 0 FY22 FY23 FY24 FY25 FY26 FY27 FY28 FY29 FY30 Drawn Undrawn Fixed rate debt Swap / 21 / 21 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Funds from operations The Responsible Entity targets distributions of between 80% and 100% of the Fund’s FFO each year, and will report distributions as a percentage of FFO and AFFO. FFO is calculated in accordance with the Property Council Guidelines, determined by adjusting statutory net profit (under AAS) for non-cash and other items such as property revaluations, derivative mark-to-market impacts, amortisation of tenant incentives, gain/loss on sale of investment properties, straightline rental revenue adjustments, non-FFO tax expenses/benefits and other unrealised and one-off items. AFFO is calculated in accordance with the Property Council Guidelines, being FFO adjusted for maintenance capital expenditure, cash and cash equivalent incentives (including rent free incentives) given to tenants during the period and other one-off items which have not been adjusted in determining FFO. A reconciliation of the statutory profit to FFO and AFFO is set out below for the year ended 31 March 2021. The reconciliation also includes a comparison to IPF I (known then as Investec Australia Property Fund) for the year ended 31 March 2020. UNAUDITED A$,000 Profit after tax Adjusted for: IPF I interim results for the period to 30 September 2020 IPF I profit for the period to 1 October 2020 to 29 November 2020 Total profit after tax Adjusted for Non-FFO tax Fair value adjustments Equity accounted earnings Straight-line rental revenue adjustment Amortisation of incentives Cost on sale of investment property Other one off items5 FFO Maintenance capital expenditure Leasing fees and cash incentives AFFO Weighted average securities Basic and diluted earnings per security (cps) FFO (cps) AFFO (cps) Distributions paid or provided for during the year (cps) Distribution as a percentage of FFO Distribution as a percentage of AFFO FY21 110,7391 38,3442 10,3153 159,3984 (2,957) (110,740) 707 (1,208) 1,376 2,013 8,045 56,634 (1,833) (2,004) 52,796 611,298 26.08 9.26 8.64 8.92 96.3% 103.3% FY20 58,956 – – – – (5,524) – (4,407) 1,531 – 5,339 55,895 (2,138) (1,345) 52,412 571,380 10.32 9.78 9.17 8.886 90.8% 96.8% Details about distribution components under the AMIT regime (only relevant for the full year distribution) including “Fund Payment” amounts (only relevant for foreign holders) and AMIT cost base adjustments are included in the distribution announcements and will also be made available on the website at irongategroup.com.au on or before the relevant distribution date. IPF I (then known as Investec Australia Property Fund) reviewed interim results for the six months to 30 September 2020. 1. As per the consolidated statement of profit or loss and other comprehensive income. 2. 3. The results of IPF I for the period 1 October 2020 to 29 November 2020, prior to the internalisation transaction and consolidation of IPF II and IPF I. 4. The consolidated comprehensive income of IPF I and IPF II for the period 1 April 2020 to 31 March 2021. 5. FY21 relates to costs associated with the internalisation transaction included within ‘Transaction costs’ in the consolidated profit or loss and other comprehensive income. FY20 relates to costs in relation to the ASX listing process. 6. Annualised distribution as a result of the Fund listing on the ASX part way through a distribution period, where a special distribution was paid to securityholders for the period 1 April 2019 to 27 May 2019 (as disclosed in the product disclosure statement issued in May 2019 as part of the ASX listing). / 22 / 22 04 — Environmental, social and governance Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Environmental IAP is continually working towards improving the impact of its properties on the physical environment. In this regard, IAP’s key objectives are to: • create and maintain efficient buildings that reduce operating costs • measure against recognised sustainability standards • undertake projects to contribute to more efficient operations • engage tenants to reduce energy, water and waste in ways that enhance profitability and reduce our environment footprint • achieve net zero emissions by 2030 FY21 highlights The key environmental highlights for the year include: • improving both the average NABERS energy and average NABERS water ratings for the office portfolio • implementing the Envizi environmental sustainability platform to record, manage and report on sustainability data • installing a 2x99kW rooftop solar photovoltaic system at 2 Richardson Place, North Ryde • installing a 99kW rooftop solar photovoltaic system at 67 Calarco Drive, Derrimut • participating in Earth Hour by switching off all non- essential lighting • embarking on a GRESB gap analysis with a view to obtaining a GRESB rating • participating in the CDP environmental disclosure questionnaire with a view to obtaining a CDP score • committing to achieve net zero omissions across the portfolio by 2030 Social The Fund aims to create a meaningful social and economic impact to help sustain the communities it is a part of. FY21 highlights The key social highlights for the year include: • implementing a number of initiatives to support the health and wellbeing of employees • supporting various charitable organisations and events including Cystic Fibrosis Australia and Bush Heritage Australia • exceeding gender diversity targets across all levels of the business FY21 highlights The governance highlights for the year include: • completing the internalisation transaction which facilitated an enhanced corporate governance framework • maintaining a majority independent Board and exceeding Board and employee diversity targets • greater transparency in relation to governance and remuneration matters to ensure that the Fund aligns, as far as practicable, with the best practice procedures of public listed companies in accordance with the relevant obligations under the Corporations Act and the ASX Listing Rules Governance The Responsible Entity recognises the importance of strong corporate governance and is committed to a high standard of compliance. This is achieved through the Responsible Entity determining appropriate governance arrangements for the Fund, having adequate arrangements in place to manage conflicts and continually monitoring those arrangements. The Fund’s compliance with the ASX Guidelines and the King IV Code principles is set out in the corporate governance statement and further details on IAP’s corporate governance framework can be found in the sustainability report, both of which are available on the website at irongategroup.com.au. IAP’s ESG report is available on the website at irongategroup.com.au / 24 / 24 Risk management Philosophy and approach The Board is responsible for the entire risk management process and the systems of internal control. The management team is responsible for identifying risks and implementing appropriate mitigation processes and controls. The Audit and Risk Committee, accountable to the Board, is responsible for establishing, reviewing and monitoring the process of risk management. The Audit and Risk Committee participates in the management team’s process of setting risk tolerance levels, formulating and implementing the risk management plan and reports on the plan adopted by the management team to the Board. The risk management objectives are to: • ensure the business operates within the Board stated risk appetite • support long-term sustainability by providing an established, independent framework for identifying, evaluating, monitoring and mitigating risk • set, approve and monitor adherence to risk parameters and limits and ensure they are implemented and adhered to consistently • aggregate and monitor exposure across risk classes • coordinate risk management activities across the business • give the Board reasonable assurance that the risks the business is exposed to are identified and, to the best extent possible, managed and controlled • establish appropriate risk committees, as mandated by the Board The risks set out in the table below, which may result in reduction of earnings and/or loss of value should they materialise, are of primary importance: RISK STRATEGIC • Reputational • Fund tax status IMPACT MITIGATION • Investor uncertainty • Customer uncertainty • Management meetings • Quarterly Audit and Risk Committee and Board reporting • Budgeting and forecasting process • Crisis management control GOVERNANCE • Fund governance • Investment • Negative tax implications to investors • Financial loss • Reputational damage • Investor detriment • Potential regulatory sanctions OPERATIONAL • Legal and regulatory • Technology • People • Outsourcing • Fraud • Conduct • Workplace health and safety MARKET/INVESTMENT • Investment governance—product selection/oversight • Adverse market conditions • Counterparty risk (failure) • Investment governance— valuation and pricing • Funding risk LIQUIDITY • Liquidity management— Responsible Entity level • Liquidity management— Fund level • Breach of regulation • ASIC sanctions/undertaking • Potential loss of licence • Financial loss • Reputational damage • Inefficient business processing • Internal and external fraud • Workplace health and safety • Reduction in income • Reduction in portfolio value • Breach of covenants • Loss of investors • Failure to meet constitutional requirements • Unable to pay debts when they fall due • Default on loans • Potential default under leases • Inability to pay distributions • Board comprising independent directors • Board sign-off of investments • External audit and biannual review • External tax review on biannual distributions • Related party disclosure • JSE and ASX disclosure requirements • Sponsor oversight • Quarterly Audit and Risk Committee and Board reporting • External audit and biannual review • Annual review of internal processes • Third party systems and IT support • SLAs for external technology providers • BCP/disaster recovery testing • Controls in place for payments and role segregation • Employee training • Policies and procedures • Lease documentation (contractual requirements) • Due diligence on tenant financials • Security under the leases (bank guarantees) • Arrears reporting • Biannual fair value assessment of portfolio against industry benchmarks • Requirement for external valuations every 24 months • Monthly cash flow forecasting • Covenant reporting • Adherence of Board mandated gearing levels S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 25 / 25 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Risk management Continued Internal audit The Responsible Entity does not have an internal audit function. The Audit and Risk Committee is responsible for establishing, reviewing and monitoring the process of risk management. The management team is responsible for the implementation of risk management and internal control processes on a continual basis and are subject to the oversight of the Audit and Risk Committee. External audit KPMG is the external auditor of the Fund. The independence of the external auditor is reviewed by the Audit and Risk Committee each year. The Audit and Risk Committee meets with the external auditor to review the scope of the external audit, budgets, the extent of non-audit services rendered and all other audit matters. The external auditor is invited to attend Audit and Risk Committee meetings and have access to the chairperson of the Audit and Risk Committee. Business rescue The Board will consider business rescue proceedings or other turnaround mechanisms if the Fund becomes financially distressed. In this regard the Board will ensure the Fund’s solvency and liquidity are continuously monitored. Compliance Compliance risk is managed through internal policies and procedures, which include legal, regulatory and operational requirements relevant to the Fund. In addition to monitoring compliance with the provisions prescribed by the respective regulatory authorities, the Fund has a compliance plan which outlines its obligations as a registered Managed Investment Scheme established in accordance with the requirements of the Corporations Act. The compliance plan is audited annually. The key areas of focus for the year were: • conduct risk • managing compliance risk brought about by the arrangements necessitated by the COVID-19 pandemic • training and competency The key areas of focus for the next year are: • conduct risk • managing compliance risk brought about by regulatory change and other external influences • training and competency / 26 / 26 Directors of the Responsible Entity S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Richard Longes Chairperson Chairperson of the Nomination and Remuneration Committee Member of the Audit and Risk Committee Graeme Katz Executive director and CEO Sally Herman Chairperson of the Audit and Risk Committee Member of the Nomination and Remuneration Committee Appointed: 28 February 2005 Appointed: 31 March 2009 Appointed: 24 July 2013 Professional experience Professional experience Professional experience Graeme joined the Investec Group to head up the Australian property business in 2006. Prior to that, he was general manager of investment sales at Mirvac Group where he was the key person and responsible officer for the Mirvac Group real estate licence dealing with their registered and unregistered schemes. Graeme is a director of a number of companies within the Irongate Group. He was previously a director of the Property Investors Association of Australia. Richard was a co-founder of Investec Wentworth (Pty) Ltd (formerly Wentworth Associates) and was previously a partner in the law firm, Freehills. He holds, or has held, positions with government advisory boards, including the review of the National Museum and the funds management committee for the IIF programme, and not for profit organisations. Richard was previously chairperson of Investa Office Fund, MLC Limited, GPT Group and Investec Australia Limited and a non-executive director of Metcash Limited, Boral Limited and Lend Lease Corporation Limited. Richard is currently the chairperson and independent non- executive director of Liberty Financial Group Limited. Sally has had a long career in financial services in both Australia and the United States. In late 2010, she transitioned from an executive career to expand her non- executive portfolio. Prior to that, she had spent 16 years with the Westpac Group, running business units in most operating divisions of the Westpac Group, including the institutional bank, wealth management and the retail and business banking division. Sally is currently a non-executive director, sitting on both for-profit and not- for-profit boards, and is actively involved in the community, with a particular interest in the arts, education and human rights . Her other commercial boards are in the financial services, manufacturing and retail sectors and include four publicly listed companies—Premier Investments Limited, Breville Group Limited, Suncorp Limited and E&P Financial Group Limited. Sally is also a member of Chief Executive Women. Qualifications Qualifications Qualifications Bachelor of Arts; Bachelor of Laws; Masters of Business Administration Bachelor of Social Science (Economics) Bachelor of Arts; Graduate of the Australian Institute of Company Directors / 27 / 27 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Directors of the Responsible Entity Continued Georgina Lynch Member of the Audit and Risk Committee Member of the Nomination and Remuneration Committee Stephen Koseff Non-executive director Member of the Nomination and Remuneration Committee Appointed: 1 July 2019 Appointed: 7 July 2014 Professional experience Professional experience Georgina has over 28 years’ experience in the financial services and property industry. She is currently the non- executive chairperson of Cbus Property, an independent non-executive director and member of the audit and risk committee of Waypoint REIT and chairperson of the remuneration committee and an independent non-executive director and member of the remuneration and nomination committee of Tassal Group Limited. Georgina has significant global experience in corporate transactions, capital raisings, initial public offerings, funds management, corporate strategy and acquisitions and divestments. Stephen is the former chief executive officer of Investec Group. Stephen was with Investec Group for 39 years in various capacities and CEO from 1996 to 2018. In 2017, Stephen was awarded an Honorary Doctor of Commerce Degree by the University of the Witwatersrand. He is a former non-executive director of the South African Banking Association, The Bidvest Group Limited and the JSE Limited, a former board member of Business Leadership South Africa, former non-executive director and chairperson of the South African Banking Association, a former member of the Financial Markets Advisory Board and former chairperson of the Independent Bankers Association. Stephen is chairperson of BidCorp Limited, Bud Group (Pty) Ltd, IEP Group (Pty) Ltd, Innovation Africa SA NPC, EDT Trust INL Investments (PTY) Ltd, co-chairperson of Youth Employment Service (YES) and a non-executive director of Investec Limited, Investec PLC and Bravo Transport Holdings Ltd. Qualifications Qualifications Bachelor of Arts; Bachelor of Laws Bachelor of Commerce (Chartered Accountant South Africa); Masters in Business Administration; Higher Diploma in Business data processing; Honorary Doctor of Commerce / 28 / 28 Remuneration report This Remuneration Report presents remuneration arrangements for KMP for the year ended 31 March 2021. The report has been prepared in accordance with the requirements of the ASX Listing Rules and the JSE Listings Requirements. The quantum and nature of the remuneration of directors and other KMP required under section 300A of the Corporations Act has been disclosed and will be subject to an advisory vote at the annual general meeting. Due to the structure of the Fund, the remuneration report is not required to be audited, and accordingly the Remuneration Report has not been audited. Letter from the chairperson of the Nomination and Remuneration Committee On behalf of the Nomination and Remuneration Committee and the Board, I am pleased to present this Remuneration Report for the year ended 31 March 2021. FY21 business changes FY21 remuneration framework Given FY21 is IAP’s first reporting year following the internalisation transaction, IAP is currently in the process of making a transition to a more market practice remuneration framework, to ensure it is able to attract and retain key talent moving forward. In FY21, the remuneration components provided to KMP were fixed remuneration and a STI for the period 30 November 2020 to 31 March 2021. FY22 remuneration changes The Board recognises that the key to our ongoing success lies in retaining and attracting high performing people. Accordingly, following the internalisation transaction, the Nomination and Remuneration Committee is undertaking a comprehensive review of IAP’s remuneration policy and underlying executive remuneration, supported by input on market practice insights and trends in relation to executive remuneration approaches from an external remuneration consultant. This review is being undertaken in consideration of the new internalised management structure and to ensure our remuneration framework is aligned with the best practice remuneration principles. More details on the LTI plan will be disclosed in the upcoming notice of meeting for the annual general meeting, where securityholder approval will be sought for the CEO’s LTI grant, as a matter of good governance practice. I hope you find this Remuneration Report informative and on behalf of the Board and the Nomination and Remuneration Committee, I look forward to welcoming you and receiving your feedback at the annual general meeting. Richard Longes Chairperson, Nomination and Remuneration Committee IAP’s remuneration priorities for the year ended 31 March 2021 were driven by the internalisation of the management function previously undertaken by Investec Group, which took effect from 30 November 2020. Prior to 30 November 2020, all employees involved in the management of IAP were employed under employment contracts with IAL, the Australian operating entity of Investec Group. As part of the internalisation transaction, all permanent employees accepted new employment contracts with IAP (on materially the same terms as their previous contracts), effective 30 November 2020. Prior to the internalisation transaction, as an externally managed fund with no employees, the Responsible Entity was not obliged to have a nomination and remuneration committee. However, the Board decided to establish a nomination and remuneration committee in early 2020 comprising of non-executive directors. Function of the Nomination and Remuneration Committee The Nomination and Remuneration Committee makes recommendations on remuneration policies and practices (including LTI and STI plans, gender diversity, remuneration budget, annual salary reviews and non-executive director remuneration) to the Board. The Board and the Nomination and Remuneration Committee are responsible for overseeing the remuneration policy for IAP. Specific responsibilities of the Board and Nomination and Remuneration Committee are detailed in their respective charters which are available on the website at irongategroup.com.au. FY21 performance The key challenges and achievements in 2021 included: • Internalisation: Management assisted the independent committee of the Board with in the implementation of the internalisation of the management function. The internalisation transaction largely comprised of stand-alone IT and payroll functions (and associated data migration) and corporate policies. • Portfolio management: The management team’s hands-on approach and maintaining strong relationships with tenants, which delivered excellent leasing outcomes in a market where there has been considerable uncertainty about business sustainability and occupancy requirements. • Acquisitions: Announcing the acquisition of four industrial properties in Brisbane consistent with IAP’s strategy of acquiring good quality industrial properties with strong tenant covenants and long lease terms. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 29 / 29 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Remuneration report Continued (i) KMP This Remuneration Report discloses the remuneration arrangements and outcomes for the individuals listed below, being individuals who are been determined as KMP as defined by AASB 124 Related party Disclosures. NAME Directors Independent non-executive Richard Longes Sally Herman Georgina Lynch Hugh Martin Non-independent non-executive Stephen Koseff Sam Leon Executive KMP Graeme Katz Zach McHerron Kristie Lenton ROLE KMP PERIOD Chairperson Lead Independent Director Director Director Director CEO Fund Manager CFO Full year Full year Full year Resigned 30 November 2020 Full year Resigned 30 November 2020 From 30 November 20201 From 30 November 20201 From 30 November 20201 Generally, the employee must remain employed by IAP as at each relevant vesting date, and satisfy the following performance conditions, for the retention payment to vest: • no formal conduct issues having been raised in relation to the employee; • IAP having maintained its brand and reputation within its target market; and • in the case of the CEO only, succession plans being in place for key people within the team. The Board has discretion to make a payment under the retention scheme in case of cessation of employment because of disability or death. In case of redundancy, the unvested retention payments will vest immediately subject to satisfaction of the performance conditions, unless the employee: • accepts an offer of a comparable alternative position and the employer has assumed the obligations under the retention scheme, in which case the employee will remain eligible to receive the retention payments subject to assessment and vesting in the ordinary course; or • rejects an offer of a comparable alternative position, in which case all unvested retention payments will automatically lapse. The Board will also have discretion to reduce the retention payments in certain circumstances, including where the Board considers that the employee has engaged in misconduct, failed to adhere to policies or procedures or failed to act in the best interest of IAP. (ii) Remuneration policy for executive KMP Prior to 30 November 2020, all employees involved in the management of IAP were employed under employment contracts with IAL, the Australian operating entity of the Investec Group on materially the same terms as their current contracts. From time to time, the Nomination and Remuneration Committee may seek external remuneration advice to ensure that it is fully informed when making decisions, including on recent market trends and practices and other remuneration-related matters. In FY21, no remuneration recommendations were received from remuneration consultants. (iii) FY21 remuneration structure STI As a result of the implementation of the internalisation occurring on 30 November 2020, eight months into IAP’s financial year, the assessment of STI was for the four month period to 31 March 2021, and as a result the FY21 STI was not based on a formal STI scorecard. It is intended that a formal STI assessment approach will be adopted for FY22, which will be disclosed in next year’s remuneration report. Retention scheme The executive KMP participated in a one-off retention scheme established by IAL, to ensure the retention of key talent during internationalisation process. The participants in the retention scheme are entitled to a cash payment which vests on two vesting dates, being 1 April 2022 and 1 April 2023. IAP has agreed to assume the obligations of IAL under the retention scheme in respect of the retention payments vesting on 1 April 2022 and 1 April 2023. Once the retention payments vesting on 1 April 2022 and 1 April 2023 have been paid (or otherwise lapsed), there will be no further offer or retention payments under or in connection with the existing retention scheme assumed by IAP. 1. Date of the internalisation transaction. / 30 / 30 (iv) FY22 remuneration changes LTI As outlined in the explanatory memorandum issued in relation to the internalisation transaction, the Board recognises the need to motivate, attract and retain employees to deliver sustainable and superior business performance. In addition to the retention scheme, the Board will adopt an LTI plan that is designed to align remuneration with employee accountability and securityholder interests, by providing an opportunity for those employees to receive equity interests in IAP. Under the LTI plan, IAP expects to make offers of performance rights to eligible employees (including KMP) in July 2021. It is expected that the first offer of performance rights under the LTI plan will be determined in July in respect of FY22. Performance rights awarded under the LTI plan which vest will entitle the employee to receive securities on vesting. More details on the LTI plan will be disclosed in the notice of meeting for the annual general meeting, where securityholder approval will be sought for the CEO’s LTI grant, as a matter of good governance practice. (v) Remuneration disclosure for the period ended 31 March 2021 Executives were designated KMP from 30 November 2020 (date of the internalisation transaction). Prior to this date, executives were employees of IAL. Accordingly, the table below shows fixed remuneration for the period 30 November 2020 to 31 March 2021 and variable remuneration for the same period. FIXED VARIABLE UNAUDITED SALARY SUPERANNUATION ANNUAL AND LONG SERVICE LEAVE OTHER BENEFITS Graeme Katz Zach McHerron Kristie Lenton TOTAL A$ 186,096 125,871 105,647 417,614 A$ 7,231 7,231 7,231 21,693 A$ – – – – Remuneration for the period ended 31 March 2020 TOTAL CASH STI TOTAL A$ A$ A$ 210,044 110,000 320,044 141,463 95,000 236,463 122,368 95,000 217,368 A$ 16,717 8,361 9,490 34,568 473,875 300,000 773,875 AT RISK ELEMENT % – – – – KMP for the period ended 31 March 2020 do not include any executives as neither IPF I or IPF II had any employees (other than the directors of the Responsible Entity). Executives were remunerated by IAL, the Australian operating entity of Investec Group. Other information (a) Interests in securities The table below outlines the securities held by executive KMP during the period ended 31 March 2021. UNAUDITED 2021 Graeme Katz BALANCE 30 NOVEMBER 2020 ON MARKET PURCHASES ON MARKET DISPOSALS 229,296 41,000 – OTHER – BALANCE 31 MARCH 2021 270,296 (b) Employment contracts and termination entitlements In connection with the internalisation transaction, the executive KMP entered new employment contracts dated 12 November 2020. Notice periods applicable to termination at the executive KMP’s election vary as follows: CEO—6 months; CFO—4 months; and fund manager—4 months. IAP may terminate an executive KMP’s service at any time without notice if serious misconduct has occurred. Where termination with cause occurs the executive KMP is only entitled to remuneration up to the date of termination. (c) Other transactions with executive KMP There were no loans made, guaranteed or secured, directly or indirectly, by IAP to executive KMP or their related parties during the period. There were no other transactions between IAP and any executive KMP or their related parties during the period. / 31 / 31 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Remuneration report Continued (vi) Remuneration policy for non-executive directors Objective With effect from the date of the internalisation transaction, the Nomination and Remuneration Committee is responsible for making recommendations to the Board on the remuneration arrangements for the non-executive directors. The Board and the Nomination and Remuneration Committee periodically assesses, with the benefit of independent advice as required, the appropriateness of the nature and amount of remuneration of non-executive directors by reference to market rates with the overall objective of attracting and retaining Board members with an appropriate combination of industry and specialist functional knowledge and experience. Remuneration structure Under the constitution of the Responsible Entity, the Board may decide the remuneration to which each director is entitled for his or her services as a director. However, the total amount provided to all directors for their services as directors must not exceed in aggregate in any financial year the amount fixed by IAP. This amount has been fixed at A$1,000,000 per annum. Annual fees payable, inclusive of superannuation, to non-executive directors during 2021 were as follows: UNAUDITED ROLE A$ Chair Member BOARD A$ 120,000 80,000 AUDIT AND RISK COMMITTEE A$ NOMINATION AND REMUNERATION COMMITTEE A$ 30,000 15,000 5,000 5,000 Additionally, directors are entitled to reimbursement of travel and other out of pocket expenses which totalled nil in the year ended 31 March 2021. (vii) Details of non-executive director fees and other information Details of non-executive directors’ fees and security interest are set out below. Remuneration for the period 30 November 2020 to 31 March 2021 UNAUDITED A$ Richard Longes1 Sally Herman Georgina Lynch2 Stephen Koseff3 Total 2021 BASE FEE A$ SUPERANNUATION A$ 38,917 35,803 31,133 26,463 132,316 3,697 3,401 2,958 2,514 12,570 TOTAL A$ 42,614 39,204 34,091 28,977 114,886 For the period 1 April 2020 to 29 November 2020, Sally Herman, Hugh Martin (resigned 30 November 2020) and Georgina Lynch were non-Investec Group associated and non-executive directors of the Responsible Entity. Fees paid by Investec Australia Limited for the period 1 April 2020 to 29 November 2020 totalling $222,792 were reimbursed by the Fund to the Investec Group (Sally Herman—$80,000, Georgina Lynch—$66,667 and Hugh Martin—$76,125). For the period 1 April 2020 to 29 November 2020, Richard Longes, Stephen Koseff and Sam Leon (resigned 30 November 2020) received fees for their services to the Investec Group. No fees for their services to the Responsible Entity during this period were reimbursed by the Fund. 1. Through Gemnet Pty Ltd. 2. Through G Lynch Investments Pty Ltd. 3. Through Sheryl Koseff and SK Employee Trust. / 32 / 32 Other information (a) Interests in securities The number of securities held during the period by each non-executive director of the Responsible Entity, including their personally related parties, are set out below: 2021 Richard Longes Sally Herman Georgina Lynch Stephen Koseff BALANCE 30 NOVEMBER 2020 ON MARKET PURCHASES ON MARKET DISPOSALS OTHER BALANCE 31 MARCH 2021 56,819 37,879 67,493 170,733 65,000 – – – – – – – – – – – 121,819 37,879 67,493 170,733 (b) Other transactions with directors There were no loans made, guaranteed, or secured, directly or indirectly, by IAP to any director or their related parties during the year. There were no other transactions between IAP and any director or their related parties during the period. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 33 / 33 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 This page has been left intentionally blank. / 34 / 34 05 — Irongate Group consolidated financial statements prepared in accordance with the Corporations Act 2001 and ASX Listing Rules Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Company secretary The company secretary for the period 3 September 2020 up to the date of the annual report was Lucy Spenceley. Principal activities As a result of the internalisation transaction effective 30 November 2020, the principal activities of the Group have diversified. In addition to investing in real estate assets, the Group has taken the first step towards growing its third-party capital and wholesale funds management business with the acquisition of the management rights of IPF I and becoming the manager of a fund comprised of Templewater Australia Property I L.P., Templewater Australia Property Fund I Head Trust and various sub trusts that have been established (or may be established from time to time) (TAP). The Group undertakes investment and asset management services as part of the broadening of the principal activities associated with the internalisation transaction. Group objectives and investment philosophy The Group’s strategy is to invest in office, industrial and retail properties in major metropolitan cities or established commercial precincts in Australia and New Zealand. As a result of the internalisation transaction, IPF II provides investment and asset management services as part of a combined economic group consolidated with IPF I. The Group also provides investment and asset management services in relation to TAP. The objectives of the Group are to: • deliver income and capital returns to securityholders over time • grow and diversify its asset base • maintain a strong corporate governance framework The Group’s investment philosophy, whether on balance sheet or for third party funds, focuses on making investment decisions based on sound underlying property fundamentals, enhancing the quality of the portfolio and identifying opportunities to unlock additional value through active asset management. The Group adheres to this philosophy by utilising the skills of an experienced and well- connected management team with a presence in the Group’s key geographies of Sydney, Melbourne and Brisbane, and through a commitment to sound balance sheet management. Review of operations A detailed review of operations is included in the introduction from the chairperson and the CEO on page 3 of the annual report. Directors’ report The directors of Irongate Funds Management Limited (formerly Investec Property Limited) (ABN 93 071 514 246), the responsible entity (Responsible Entity) of Irongate Group (IAP or the Group), present their report together with the consolidated financial statements of the Group for the period from 3 September 2020 to 31 March 2021. Irongate Group is a stapled group consisting of Irongate Property Fund I (IPF I) and Irongate Property Fund II (IPF II). The financial statements of the Group comprise IPF I, IPF II and their respective controlled entities. IPF II was established on 3 September 2020 and stapled to IPF I on 27 November 2020. The implementation date of the management internalisation1 was 30 November 2020 prior to which the Group was known as Investec Australia Property Fund. Effective 7 December 2020, Investec Australia Property Fund changed its name to IPF I and Investec Australia Property Fund II changed its name to IPF II. Refer to Significant changes in state of affairs for further details. IPF I was listed on the exchange operated by JSE Limited (JSE) on 23 October 2013, was listed on the exchange operated by ASX Limited (ASX) on 28 May 2019 and following this was dual primary listed on the ASX and JSE. Following the stapling of IPF I and IPF II, the Group continues to be dual primary listed on the ASX and JSE. The security code on both the JSE and the ASX is IAP and the ISIN is AU0000046005. Securities in IPF I and IPF II are quoted on both the JSE and the ASX and can be moved between the South African sub- register and the Australian sub-register. Securityholders can elect where their securities are traded by holding their security on either the South African sub-register or the Australian sub-register. Directors of the Responsible Entity The following persons were directors of the Responsible Entity during the period from 3 September 2020 up to the date of the annual report, unless otherwise stated: Richard Longes Independent non-executive chairperson Sally Herman Lead independent non-executive director and chairperson of the audit and risk committee of the board of the Responsible Entity (Audit and Risk Committee) Georgina Lynch Independent non-executive director Stephen Koseff Non-executive director Graeme Katz Executive director Hugh Martin Independent non-executive director (resigned 30 November 2020) Sam Leon Non-executive director (resigned 30 November 2020) Directors of the Manager The following persons were directors of Irongate Property Management Pty Limited (formerly Investec Property Management Pty Limited) (Manager) during the period from 3 September 2020 up to the date of the annual report: Graeme Katz Executive director Zach McHerron Executive director Kristie Lenton Executive director 1. A management internalisation is a transaction where a fund’s unitholders acquire the externally owned responsible entity (and other related management entities) that operate and manage the fund. / 36 / 36 Financial result Outlook and guidance For accounting purposes, IPF II has been identified as the parent of the consolidated group. IPF II was established on 3 September 2020 in preparation for the internalisation of the management function. IPF II was dormant between the date of establishment and the implementation date of 30 November 2020. The consolidation of IPF II and IPF I became effective on 30 November 2020 which is the implementation date of the internalisation transaction. The following table summarises the statutory profit for the period 3 September 2020 to 31 March 2021. A$’000 Total revenue and other income Total expenses Net operating income Fair value adjustments Profit before tax Income tax expense Profit after tax 3 SEPTEMBER 2020 TO 31 MARCH 2021 32,224 (21,952) 10,272 97,510 107,782 2,957 110,739 As at 31 March 2021, the Group’s net tangible assets attributable to securityholders was A$1.43 per security. Interests of the Responsible Entity Prior to the internalisation transaction, the Responsible Entity had delegated the management of IPF I to the Manager, which was a wholly owned subsidiary of Investec Group (comprising Investec Limited and Investec plc, being the head entities of the dual listed companies structure, and each of their subsidiaries (Investec Group)). The Responsible Entity was not paid fees during the year. The following fees were paid to the Manager for the period from 1 April 2020 up to the date of the internalisation transaction on 30 November 2020: These fees are not reflected in the statement of profit or loss and other comprehensive income but it is reflected in the net assets of IPF I upon the stapling. Following the internalisation, the fees are paid to a controlled entity of IPF II and are eliminated on consolidation of the Group. A$ Asset management fee Property management fee 2021 3,808,008 1,135,884 The Group is targeting distribution growth of between 2% and 3% for FY2022, with the higher end of the range dependent on securing additional commitments and deployment for TAP. The Group’s policy is to pay out between 80% and 100% of FFO, with an expectation for FY2022 to be in the middle of the target range. This forecast is based on the assumptions that the macro-economic environment will not deteriorate markedly, no tenant failures will occur and budgeted renewals will be concluded. Budgeted rental income is based on in force leases, contractual escalations and market-related renewals. Subsequent events to reporting date On 19 April 2021 the Group announced that it had entered into agreements to acquire two industrial facilities on a fund-through basis, being 57–83 Mudgee Street, Kingston QLD for a total land consideration of A$3.1 million which is expected to be completed in December 2021 and Lot 24 Dunhill Crescent, Morningside QLD for a total land consideration of A$1.3 million which is expected to be completed in November 2021. The Group is committed to invest up to A$30.0 million in TAP representing 21.4% of the total equity of TAP (current committed equity of A$140 million). At 31 March 2021, A$6.5 million had been contributed. On 19 April 2021, the Group invested an additional A$9.7 million bringing the total investment to A$16.2 million. Other than the above matters, there is no other item, transaction or event of a material or unusual nature likely that have arisen since the end of the financial year and up until the date of the annual report which significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent years. Significant changes in state of affairs An implementation deed between Investec Group and the Responsible Entity was executed on 15 October 2020, providing a clear framework for the internalisation of management to the Group which was ultimately approved by securityholders on 17 November 2020, and completed on 30 November 2020. In connection with the internalisation transaction, the Group paid A$40 million to Investec Group and related expenses totalling approximately A$7.7 million were incurred. None of these non-recurring costs form part of distributable earnings. There were no other significant changes in the state of affairs of the Group that occurred during the period. Directors’ interest in securities The Investec Group securityholding in the Group at reporting date is as follows: The directors’ interest in securities is set out in Note 23 to the consolidated financial statements. Investec Bank Limited 2021 – During the period, Investec Bank Limited sold its investment in the Group. Property portfolio A detailed review of the property portfolio is included from page 9 of the annual report. Note 12 to the consolidated financial statements describes the basis for determining fair value of the Group’s properties. Directors’ remuneration Directors’ remuneration is set out in the remuneration report on page 32 of the annual report, for the purpose of meeting the requirements of the ASX Listing Rules. Contracts with directors Post the internalisation transaction on 30 November 2020, the Group has put in place contracts with the directors of the Responsible Entity and the employees of the Manager. The details are set out in the remuneration report (which has not been audited) on page 32 of the annual report. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 37 / 37 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Directors’ report Continued Corporate governance The Group’s corporate governance framework is set out from page 24 of the annual report. Audit and Risk Committee The Audit and Risk Committee comprising independent non-executive directors meets regularly with the management team and the external auditor to consider the nature and scope of the assurance activities and the effectiveness of the risk and control systems. Auditor Directors have considered the non-audit services and other assurance services provided by the auditor during the financial year. In accordance with advice received from the Audit and Risk Committee, the directors are satisfied that the provision of non-audit services is compatible with, and did not compromise, the general standard of auditor independence imposed by the Corporations Act 2001 for the following reasons: • all non-audit services have been reviewed by the Audit and Risk Committee to ensure they do not impact the impartiality and objectivity of the auditor • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants KPMG has been appointed by the Responsible Entity as auditor of the Group. Environmental regulation Subsidiaries The Group has a number of wholly-owned trusts which hold the Group’s property assets. Details of subsidiaries are set out in Note 24 to the consolidated financial statements. Major securityholders The Group’s major securityholders are set out on page 124 of the annual report. Insurance and indemnification of officers and auditors The Group has paid premiums in respect of a contract insuring all directors and officers of the Group and its related entities against certain liabilities incurred in that capacity. The insurance policies cover former directors and officers of the Responsible Entity. Disclosure of the nature of the liability covered by the insurance and premiums paid is subject to confidentiality requirements under the contract of insurance. The Responsible Entity has entered a deed of indemnity with each of its directors, Graeme Katz (Chief Executive Officer), Kristie Lenton (Chief Financial Officer), Zach McHerron (Fund Manager), Adam Broder (Third Party Capital) and Lucy Spenceley (Company Secretary) providing these persons with an indemnity, to the fullest extent permitted by law, against all losses and liabilities incurred in their respective role for the Group and its related entities. The deeds also require the Group to grant the indemnified person with access to certain Group documents and insure the indemnified persons. In addition, the Group’s and the Responsible Entity’s constitutions provide for the indemnity of officers of the Group/Responsible Entity or its related bodies corporate from liability incurred by a person in that capacity. As a landlord, the operations of the Group are subject to a range of environmental laws and regulations under Commonwealth, State and Territory law. However, the leases attaching to the majority of the properties owned by the Group require the tenant to use reasonable endeavours to prevent contamination at each site and indemnify the Group for any contamination caused by their operations. The Group’s operations are not subject to any significant environmental regulation under Commonwealth, State or Territory legislation. Rounding off The Group is of a kind referred to in ASIC Class Order 2016/191 dated 24 March 2016 and in accordance with that ASIC Class Order, amounts in the consolidated financial statements and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act is set out on page 40 of the annual report. Additional financial report As a result of the Group being dual primary listed on both the JSE and ASX, the Group’s financial report for the year ended 31 March 2021 is required to be audited by auditors in both Australia and South Africa to meet the regulatory requirements in both jurisdictions. Due to the varying reporting requirements in Australia and South Africa, two sets of consolidated financial statements have been prepared, where the differences in the two are largely presentation driven. Both copies of the consolidated financial statements are included in the annual report. No indemnity payment has been made under any of the documents referred to above during, or since the end of, the financial year. Signed in accordance with a resolution of the directors of the Responsible Entity. The Group has not during or since the end of the financial year indemnified or agreed to indemnify an auditor of the Group or of any related body corporate against a liability incurred in their capacity as an auditor. Provision for non-audit service by auditor The Group may decide to employ the auditor, KPMG, on assignments in addition to their statutory audit duties. Details of the amounts paid to the auditor, which includes the amounts paid for non-audit services and other assurance services, are set out in Note 27 to the consolidated financial statements. Richard Longes Independent non-executive chairperson Graeme Katz CEO 5 May 2021 5 May 2021 / 38 / 38 Directors’ declaration 1. In the opinion of the directors of Irongate Funds Management Limited, the responsible entity of Irongate Property Fund I and Irongate Property Fund II: (a) the consolidated financial statements and notes that are set out on pages 41 to 70 are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 31 March 2021 and of its performance, for the financial period ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Group will be able to pay their debts as and when they become due and payable. 2. The directors draw attention to Note 1.1 to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. Signed in accordance with a resolution of the directors of Irongate Funds Management Limited: Dated at Sydney this 5th day of May 2021. Richard Longes Independent non-executive chairperson S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 39 / 39 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of Irongate Funds Management Pty Ltd (formerly Investec Property Limited), the Responsible Entity of Irongate Group. I declare that, to the best of my knowledge and belief, in relation to the audit of Irongate Group consisting of Irongate Property Fund II (formerly Investec Property Australia Fund II) (as the deemed parent presenting the stapled security arrangement of the Irongate Group), Irongate Property Fund I (formerly Investec Property Australia Fund I) and their respective controlled entities for the financial period 3 September 2020 to 31 March 2021 there have been: i. ii. KPM_INI_01 KPMG no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. Paul Thomas Partner Sydney 5 May 2021 PAR_SIG_01 PAR_NAM_01 PAR_POS_01 PAR_DAT_01 PAR_CIT_01 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. / 40 / 40 Consolidated statement of profit or loss and other comprehensive income For the period from 3 September 2020 to 31 March 2021 A$’000 Property revenue Interest income Other income Share of equity accounted profit/(loss) Total revenue and other income Property expenses Finance costs Other expenses Transaction costs Total expenses Fair value adjustments Profit before tax Income tax benefits Profit after tax Total comprehensive income attributable to: Owners of the group Non-controlling interests Total comprehensive income attributable Basic and diluted earnings per security—Group (cents) The Notes on pages 45 to 70 are an integral part of these consolidated financial statements. NOTE 4 15 5 9 6 7 8 10 3 SEPTEMBER 2020 TO 31 MARCH 2021 31,692 12 1,227 (707) 32,224 (7,330) (3,017) (3,890) (7,715) (21,952) 97,510 107,782 2,957 110,739 (7,395) 118,134 110,739 18.12 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 41 / 41 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Consolidated statement of financial position As at 31 March 2021 A$’000 ASSETS Non-current assets Investment properties Investment property under development Property, plant and equipment Intangible assets Equity accounted investments Deferred tax assets Current assets Cash and cash equivalents Receivables and other assets Total assets EQUITY AND LIABILITIES Equity Contributed equity—owners of the group Retained earnings—owners of the group Non-controlling interests Non-current liabilities Long-term borrowings Trade and other payables Financial instruments held at fair value Current liabilities Trade and other payables Distributions payable Total equity and liabilities Number of securities in issue—Group (‘000) Weighted average number of securities in issue—Group (‘000) Net tangible asset value per security—Group (A$)1 The Notes on pages 45 to 70 are an integral part of these consolidated financial statements. 1. Net tangible asset value per security is calculated by dividing net tangible assets by the number of securities in issue. NOTES 2021 12 13 14 15 10 17 16 18 19 20 21 21 11 1,285,909 1,225,356 11,600 661 39,528 5,807 2,957 13,067 7,405 5,662 1,298,976 913,033 46,723 (7,395) 873,705 348,925 339,063 9,026 836 37,018 9,322 27,696 1,298,976 611,298 611,298 1.43 / 42 / 42 Consolidated statement of changes in equity For the period from 3 September 2020 to 31 March 2021 OWNERS OF THE GROUP CONTRIBUTED EQUITY RETAINED EARNINGS TOTAL – 46,723 NON-CONTROLLING INTEREST – – TOTAL – 46,723 – 783,267 783,267 – – – A$’000 Balance as at 3 September 2020 Issue of capital Net assets of IPF I on stapling to IPF II Total comprehensive income attributable to securityholders 3 September 2020 to 31 March 2021 Distributions paid/payable to ordinary securityholders – 46,723 – – – Balance at 31 March 2021 46,723 (7,395) 39,328 The Notes on pages 45 to 70 are an integral part of these consolidated financial statements. (7,395) (7,395) – – 118,134 (27,696) 873,705 110,739 (27,696) 913,033 / 43 / 43 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 NOTES 22 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Consolidated statement of cash flows For the period 3 September 2020 to 31 March 2021 A$’000 Cash flows from operating activities Rental income received Other income received Property expenses Operating expenses Cash generated from operations Finance income received Finance costs paid Distribution paid to securityholders Net cash (used in) operating activities Cash flows (used in) investing activities Investment property acquired Investment property under development acquired Acquisition costs and capital expenditure—investment properties Acquisition cost and capital expenditure—investment property under development Management rights platform acquired Transaction cost on management internalisation Cash balance of IPF I on stapling to IPF II Equity accounted investment acquired Net cash outflow used in investing activities Cash flows from financing activities Borrowings raised Repayment of loans Net cash inflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period The Notes on pages 45 to 70 are an integral part of these consolidated financial statements. 2021 31,414 785 (5,479) (4,055) 22,665 12 (3,923) (26,832) (8,078) (24,750) (3,886) (4,369) (4,698) (40,000) (7,715) 40,008 (6,514) (51,924) 71,907 (4,500) 67,407 7,405 – 7,405 / 44 / 44 Notes to the consolidated financial statements For the period from 3 September 2020 to 31 March 2021 Corporate information Working capital management Irongate Group was formed by stapling of two entities: Irongate Property Fund II (IPF II) (formerly Investec Australia Property Fund II) and Irongate Property Fund I (IPF I or the Trust) (formerly Investec Australia Property Fund) which are collectively referred to as Irongate Group (the Group or IAP). The Group utilises its monthly cash flows to pay down its debt facility whilst maintaining the facility limit. The Group will draw this cash back from the debt facility in order to pay the final distribution in June 2021. This results in the most efficient use of the Group’s cash flows. IPF II was established on 3 September 2020 and stapled to IPF I on 27 November 2020. The implementation date of the management internalisation was 30 November 2020 prior to which the Group was known as Investec Australia Property Fund. Effective 7 December 2020, Investec Australia Property Fund changed its name to IPF I and Investec Australia Property Fund II changed its name to IPF II. The financial report of the Group for the period from 3 September 2020 to 31 March 2021 was authorised for issue in accordance with a resolution of the directors of the Responsible Entity on 5 May 2021. The Group is domiciled in Australia. The Responsible Entity is incorporated and domiciled in Australia. The nature of the operations and principal activities of the Group are described in the directors’ report. The registered office of the Responsible Entity is located at: Level 13, 95 Pitt Street Sydney NSW 2000 Australia Going concern The financial statements have been prepared on a going concern basis. The Board have considered the impacts of the COVID-19 pandemic on the tenants in the Groups’ investment properties, investments, debt and capital markets, investment property valuations and the broader economic environment and concluded none of these represent material uncertainty that may cast doubt upon the Groups’ ability to continue as a going concern. The Group is in a net current liability position of A$24.0 million as at 31 March 2021. The net current liability position is principally due to the final distribution declared. It is anticipated that it will be paid from the undrawn debt under the current loan facility (refer to Note 20 Borrowings). The Group has prepared a cashflow forecast 15 months from issuance of the financial statements which indicates that the Group is expected to have positive ongoing cashflows. Therefore notwithstanding the net current liability position at 31 March 2021, the Group considers the going concern assumption to be appropriate and is confident that the Group will be able to pay all liabilities as and when they become due and payable. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 45 / 45 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 1. Accounting policies and basis of preparation 1.1 Basis of preparation 1.1.1 Statement of compliance The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AAS) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standard (IFRS) adopted by the International Accounting Standards Board (IASB). 1.1.2 Cross stapling A stapled security comprises one IPF I unit ‘stapled’ to one unit in IPF II to create a single listed security traded on the ASX and the JSE. The stapled securities cannot be traded or dealt with separately. The stapled security structure will cease to operate on the first of: • IPF I or IPF II resolving by special resolution in a general meeting, and in accordance their respective constitutions, to terminate the stapled security structure; or • IPF I or IPF II commencing winding up. 1.1.3 Reporting entity In accordance with AASB 3 Business Combinations and AASB 10 Consolidated Financial Statements, one of the stapled entities is required to be identified as the parent entity for the purpose of preparing consolidated financial reports. In accordance with this requirement, IPF II has been identified as the parent entity of the consolidated group and deemed acquirer of IPF I in the stapling arrangement. The financial report includes consolidated financial statements for IPF II comprising IPF II and its controlled entities and IPF I and its controlled entities, for the period from 3 September 2020 to 31 March 2021. IPF I and IPF II are both Australian registered managed investment schemes under the Corporations Act 2001. Both IPF I and IPF II are for profit entities. 1.1.4 Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position: • derivative financial instruments are measured at fair value; • investment property is measured at fair value; and • investments accounted as equity accounted investments. 1.1.5 Functional and presentation currency The consolidated financial statements are presented in Australian dollars (A$), which is IAP’s functional currency. IAP is of a kind referred to in ASIC Class Order 2016/191 dated 24 March 2016 and in accordance with that ASIC Class Order, all financial information presented in A$ has been rounded to the nearest thousand unless otherwise stated. 1.1.6 Use of estimates and judgements The preparation of the consolidated financial statements in conformity with IFRS requires the board of the Responsible Entity to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or the period of the revision and future periods if the revision affects both current and future periods. Intangible assets acquired by the Group, which have a indefinite life are recognised initially at cost. Subsequent to initial recognition the recoverable amount is estimated at each reporting date. Refer to Note 14 to the consolidated financial statements for the information on best estimates on the recoverable amount of intangible assets. Derivative financial instruments are valued based on broker quotes and are tested for reasonableness at each reporting date. Estimation uncertainty at balance date, that may have a significant risk of resulting in a material adjustment to the carrying amounts of assets within the next financial year relates to the valuation of investment properties. Refer to Note 12 to the consolidated financial statements for information on best estimates used in the valuation of investment properties. 1.2 Basis of consolidation 1.2.1 Controlled entities The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of controlled entities are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. All subsidiaries are 100% owned companies and trusts and controlled by the Group with no restrictions. 1.2.2 Transactions eliminated on consolidation Intra-Group balances and transactions, and any unrealised income and expenses arising from intra-Group transactions, are eliminated. 1.3 Segmental reporting Determination and presentation of operating segments. The Group has the following operating segments: • office properties; • industrial properties; and • property funds management. The above segments are derived from the way the business of the Group is structured, managed and reported to the chief operating decision-makers. The Group manages its business in the office and industrial property sectors where resources are specifically allocated to each sector in achieving the Group’s stated objectives. Segment results include revenue and expenses directly attributable to a segment and the relevant portion of enterprise revenue and expenses that can be allocated on a reasonable basis to a segment. Segment assets comprise those assets that are directly attributable to the segment on a reasonable basis. Segment capital expenditure is the total cost incurred during the period on investment property in each segment. 1.4 Revenue recognition The Group recognises revenue that depict the transfer of promised good or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. / 46 / 46 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) Rental income Revenue from investment property in terms of leases comprises gross rental income and recoveries of operating costs, net of goods and services tax (GST). Rental income is recognised in profit or loss on a straightline basis over the term of the rental agreement where the revenue under the lease terms is fixed and determinable. For leases where revenue is determined with reference to market reviews or inflationary measures, revenue is not straightlined and is recognised in accordance with lease terms applicable for the period. Recoverable outgoings Within the Group’s lease arrangements, certain services are provided to tenants (such as utilities, cleaning and maintenance) which are accounted for within IFRS 15 Revenues from Contracts with Customers. As the Group has the primary responsibility in delivering these services revenues are recognised on a gross basis. A portion of the consideration within the lease arrangements are allocated to revenue for the provision of services based on the standalone selling method. The service revenue is recognised over time as services are provided and based on the annual estimates, with the estimates reconciled at least annually. These are invoiced monthly based on an annual estimates basis. The consideration is due 30 days from the invoiced date. 1.5 Lease incentives and commissions Any lease incentives provided to a tenant under the terms of a lease such as fit-outs or cash incentives are first capitalised to investment property and then recognised as an expense or reduction in revenue on a straightline basis over the term of the lease. Leasing commissions paid to agents on signing of lease agreements are recognised as an expense on a straightline basis over the term of the lease. 1.6 Finance income Finance income includes interest earned on cash invested with financial institutions which are recognised in the profit or loss on an accrual basis using the effective interest method. 1.7 Finance costs Finance costs include interest expense and other borrowing costs which are recognised in the profit or loss on an accrual basis using the effective interest method. 1.8 Earnings per security Basic earnings per security is determined by dividing the profit or loss of the Group by the weighted average number of securities outstanding during the financial year. There are no instruments in issue that could potentially result in a dilution in earnings per security in the future. 1.9 Financial instruments The Group recognises financial instruments when it becomes party to the contractual provisions of the instrument. Financial instruments are initially recognised at their fair value plus, for financial assets or financial liabilities not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial assets or financial liabilities. All other transaction costs are recognised in profit or loss immediately. Any gains or losses on these instruments arising from fair value adjustments, where appropriate, do not affect distributable earnings. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. 1.9.1 Trade and other receivables Trade and other receivables are subsequently measured at amortised cost using the effective interest method, less any allowance under the expected credit loss (ECL) model. At each reporting period, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit-impaired when one or more events that has a detrimental impact on the estimated future cash flows of the financial asset have occurred (as described below). The Group recognises loss allowances at an amount equal to lifetime ECL on trade and other receivables. Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of the trade receivables and are a probability-weighted estimate of credit losses. Credit losses are measured as the difference between cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive. The Group analyses the age of outstanding receivable balances and applies historical default percentages adjusted for other current observable data as a means to estimate lifetime ECL, including: • significant financial difficulty of a tenant; and • default or delinquency by a tenant. The Group also incorporates forward-looking information by considering economic data and market outlook views by external valuers. Debts that are known to be uncollectable are written off when identified. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or significant delinquency in payments (more than 90 days past due) are considered indicators that the trade receivable is impaired, given all these events would impact the estimated future cashflows of the Group’s trade receivables. The Group may write off financial assets which are still subject to enforcement activity when there is no reasonable expectation of recovery. 1.9.2 Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in fair value. Cash and cash equivalents are subsequently measured at amortised cost. 1.9.3 Trade and other payables Trade and other payables are subsequently measured at amortised cost using the effective interest method. Any gains or losses on derecognition of trade and other payables are recognised in profit or loss. 1.9.4 Derivative financial instruments The Group utilises derivative financial instruments to hedge its exposure to interest rate risk arising from its financing activities. The Group does not hold or issue derivative financial instruments for trading purposes. Derivatives are not designated as hedges for accounting purposes and are accounted for at fair value. After initial recognition, all derivative instruments are subsequently recorded in the statement of financial position at fair value, with gains and losses recognised in profit or loss. / 47 / 47 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 1.9.5 Borrowings Long-term borrowings are subsequently measured at amortised cost using the effective interest method. Borrowings are classified as non-current unless they are repayable within 12 months. 1.10 Investment properties When the Group acquires property or a group of properties either directly or by obtaining control of entities that own investment properties, an evaluation is performed as to whether such acquisitions should be accounted for as business combinations or asset acquisitions of investment properties. An acquisition is not considered to be a business combination if at the date of the acquisition of the entity/property, it does not meet the definition of a business (i.e. inputs, processes and outputs). In particular where the integrated activities (i.e. processes) deemed necessary to generate outputs are not present. Properties held by the Group which are held for rental income or capital appreciation are classified as investment properties. Investment properties are initially recognised at cost including transaction costs. Investment properties are subsequently measured at fair value, with fair value gains and losses recognised in profit or loss. Investment property consists of land and buildings, installed equipment that is an integral part of the building and land held to earn rental income. The fair value of investment property also includes components relating to lease incentives and straightline rental receivables. Costs incurred subsequent to initial acquisition are capitalised when it is probable that future economic benefits will flow to the Group those costs can be reliably measured. An investment property is classified as held for sale as it will be recovered principally through a sale transaction rather than through continuing use. The asset is available for sale in its present condition subject only to terms that are usual and customary for sales of such assets. Basis of valuation of property held for sale is conditional sales contract. The sale is considered to be highly probable and expected to settle within the next 12 months. A property interest under an operating lease is classified and accounted for as an investment property when it is held to earn rental income. Any such property interest under an operating lease classified as investment property is carried at fair value. Should any properties no longer meet the Group’s investment criteria and are sold, any profits or losses will be recognised in profit or loss. Investment property is maintained, upgraded and refurbished where necessary, in order to preserve or improve the capital value as far as it is possible to do so. Maintenance and repairs which neither materially add to the value of the properties nor prolong their useful lives are recognised in profit or loss as an expense. Independent valuations are obtained on a rotational basis, ensuring that every property is valued at least once every 24 months by an external independent valuer. The directors value the remaining properties that have not been independently valued semi-annually on an open market basis. Directors’ valuations are prepared by considering the aggregate of the net annual rental receivable from the properties and where relevant, associated costs, using the discounted cash flow method and the capitalisation rate method. The directors believe that their valuations accurately represent the fair value. Note 12 to the consolidated financial statements describes the basis for determining fair value of the Group’s properties. Gains or losses on subsequent measurement or disposals of investment properties (calculated as the difference between the net proceeds from disposal and the carrying amount) are recognised in profit or loss. Such gains or losses are excluded from the calculation and determination of distributable earnings. Investment properties under development are stated at fair value at each balance date. Fair value is assessed with reference to reliable estimate future cash flows, status of the development and the associated risk profile. Finance costs incurred on properties undergoing development are included in the cost of the development. 1.11 Intangible assets The management right acquired by the Group is accounted for as an intangible asset and are not amortised as they are assumed to have an indefinite life, given they are expected to be used beyond any foreseeable horizon where a platform of funds under management is being acquired which gives rise to contractual of other legal rights and they are routinely renewed at minimal cost and on broadly similar terms. Intangible assets are initially measured at cost. Subsequent expenditure on intangible assets is capitalised only if it is probable that it will increase the future economic benefits associated with the specific asset. Intangibles with an indefinite useful life are tested for impairment annually. After initial recognition, intangible assets are measured at cost less impairment losses, if any. Impairment losses are recognised to statement of profit or loss and other comprehensive income when incurred. 1.12 Investments accounted for using equity method The Group’s investments in associates are accounted for using the equity method of accounting in the consolidated financial statements. An associate is an entity in which the Group has significant influence but not control over the financial and operating polices. The financial statements include the Group’s share of income and expense of equity accounted investees from the date that significant influence commences until the date that significant influence ceases. Investments in associates are carried at the lower of the equity accounted carrying amount and the recoverable amount. When the Group’s share of losses exceeds its interest in an entity accounted investee, the carrying amount of that interest reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payment on behalf of the investee. Dividends from associates represent a return on the Group’s investment and, as such, are applied as a reduction to the carrying value of the investment. Unrealised gains arising from transactions with equity accounted investments are eliminated against the investment in the associate to the extent of the Group’s interest in the associate. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Other movements in associates’ reserves are recognised directly in the Group’s consolidated reserves. 1.13 Lease agreements as lessor A finance lease is a lease that transfers substantially all of the risks and rewards incidental to ownership of an asset. An operating lease is a lease other than a financial lease. The Group is party to numerous lease agreements in the capacity as lessor of the investment properties. All agreements are operating leases. Where classified as operating leases, lease payable/receivable are charged/credited in the profit or loss on a straightline basis over the lease term. Contingent lease (if any) are accrued to the statement of profit or loss and other comprehensive income when incurred. / 48 / 48 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) Initial direct costs incurred in negotiating and arranging an operating lease are recognised in profit or loss over the term of the lease. 1.14 Lease agreements as lessee All leases are accounted for by recognising a lease liability and corresponding right-of-use asset with the exception of low value asset leases and short-term leases that run for less than twelve months, which are expensed on a straightline basis in the consolidated statement of profit and loss and other comprehensive income. Lease liabilities are initially measured at the present value of future lease payments, discounted using the interest rate of the Group’s incremental borrowing rate. Lease liabilities are subsequently increased by interest expense on lease liabilities and reduced by the lease payments. Lease modifications also have impact on the carrying amount of lease liabilities. Interest expense on the lease liabilities and any variable lease payments not included in the measurement of the lease liabilities are recognised in the consolidated statement of profit and loss and other comprehensive income in the period to which they relate. Right-of-use assets are initially measured at cost less depreciation and impairment and subsequently adjusted for any remeasurement of the lease liability. Cost includes the amount of the initial lease liability, adjusted for any related lease prepayments or incentives received, any initial indirect costs incurred and make good costs. Right-of-use assets that do not meet the definition of investment property are depreciated on a straightline basis from commencement date to the earlier of the end of lease term of its useful life. The lease term includes the periods of any options to extend only when considered reasonably certain to be exercised. 1.15 Property, plant and equipment Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts in incurred. Similarly, when each major inspection is performed. Its cost is recognised in the carrying amount of plant and equipment as replacement only if it is eligible for capitalisation. Depreciation is provided on a prime cost value basis on all property, plant and equipment and is based on their useful lives. The assets’ residual values, useful lives and amortisation methods are reviewed, adjusted if appropriate, at each financial year end. 1.16 Provisions, contingent liabilities and contingent assets Provisions are liabilities of uncertain timing or amount, and are recognised as soon as the Group has a legal or constructive obligation which will lead to an outflow of economic resources to settle the obligation as a result of a past event and a reliable estimate can be made of the amount of the obligation. Contingent assets and contingent liabilities are not recognised. Provisions are measured by at the best estimate of expenditure to settle the present obligation. 1.17 Employee benefits Short-term benefits Short-term employee benefits obligations are measured on an undiscounted basis and are expensed as the related service is provided. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount of past service provided by the employee and the obligation can be estimated reliably. Termination benefits Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting period, the are discounted to their present value. 1.18 Taxation Taxation of the Group Securityholders may receive attribution managed investment trust (AMIT) distributions from the Group. IPF I Under current income tax legislation, IPF I (as a REIT, which is a flow-through structure) is not subject to Australian income tax on any of the net income derived by IPF I, provided that its activities are limited to deriving rental income from real property directly or indirectly held by the IPF I and deriving gains from sale of real property held for rental purposes; and it fully distributes its distributable income(as defined in the IPF I’s constitution), subject to amounts permitted to be retained, to investors year-on-year during or within three months after the relevant income year. Furthermore, IPF I and management arrangements are structured to meet the required criteria to be classified as an AMIT for Australian tax purposes. As an AMIT, IPF I will be required to withhold tax in Australia at a concessional rate of 15% on distributions to individual and institutional investors in South Africa (including distributions of capital gains) to the extent that it is not a ‘tax deferred distribution’, a distribution of interest income or non-Australian sourced income. A ‘tax deferred distribution’ is the excess of cash distributed over the securityholders’ proportionate share of the Australian taxable income of the IPF I. As the IPF I is an AMIT, the Responsible Entity will be required to withhold tax in Australia at 10% on Australian sourced interest income. The New Zealand sourced income is subject to the corporate tax rate in New Zealand of 28%, and is not subject to Australian withholding tax IPF II IPF II is considered to be a public trading trust and therefore it is taxed as a company under current income tax legislation and taxed at the corporate tax rate of 30%. Corporate tax paid by IPF II will generate franking credits, which should be available to distribute to Australian resident and foreign resident securityholders by way of franked dividends. To the extent a dividend is unfranked, a final withholding tax of 15% would generally apply from dividends paid to individual investors in South Africa. Income tax expense comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that they related to a business combination, or items recognised directly in equity or in other comprehensive income. Current and deferred tax Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted at reporting date, and any adjustment to tax payable in respect of prior year. Deferred tax is recognised in respect of temporary differences between the / 49 / 49 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss and taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that have been enacted by balance date and are expected to apply when the related deferred income asset is realised, or the deferred income tax liability is settled. Deferred income tax liabilities and assets—recognition Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets are reviewed each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax liabilities are recognised for all taxable temporary differences. Net deferred tax assets or liabilities Deferred tax assets and liabilities are offset when there is legally enforceable right to offset current tax assets and liabilities, when the deferred tax balances related to the same taxation authority and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Tax relating to equity items Current and deferred tax balances attributable to amount recognised directly in equity are recognised directly in equity. GST GST is a tax levied or imposed in Australia pursuant to the GST Act 1999 or otherwise on a supply. Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the consolidated statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST components of investing and financing activities, which are disclosed as operating cash flows. 1.19 Unit capital Ordinary unit capital Units are classified as equity when the units are redeemable only at the Responsible Entity’s option, and any distributions are discretionary. The issued unit capital represents the amount of consideration received for units issued in IPF I and IPF II. Transaction costs of an equity transaction are accounted for as a deduction from equity. All securities are fully paid. The securityholders are entitled to receive distributions as declared from time-to-time and are entitled to one vote per stapled security at the annual general meeting of IAP. All securities rank equally with regard to IAP’s residual assets. 1.20 New accounting standards adopted by the Group The Group applied the following accounting standards amendments that became mandatory for the first time during the reporting period: AASB 2018-6 amends AASB 3 Business Combinations to clarify the definition of a business. The amendments to AASB 3 applies to transactions that are either business combinations or asset acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 January 2020. The standard requires business to determine whether a transaction or other event is a business combination by applying the definition in this standard, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, the reporting entity shall account for the transaction or other event as an asset acquisition. The Group has elected to apply the optional concentration test to the recent acquisition of the funds management platform by IPF II, and determined that IAP can account the acquisition as an asset acquisition rather a business combination. 1.21 Accounting standards applicable to the Group not yet effective AASB 2020-3 Amendments to Australian Accounting Standards Annual Improvements 2018–2020 and Other Amendments This amendment adds to AASB 3 a requirement that, for transactions and other events within the scope of AASB 137 or IFRIC 21, an acquirer applies AASB 137 or IFRIC 21 (instead of the Conceptual Framework) to identify the liabilities it has assumed in a business combination and explicit statement that an acquirer does not recognise contingent assets acquired in a business combination. AASB 2020-1 Amendments to Australian Accounting Standards— Classification of liabilities as current or non-current (Amendments to AASB 101) Under existing AASB 101 requirements, companies classify a liability as current when they do not have an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period. As part of its amendments, the Board has removed the requirement for a right to be unconditional and instead, now requires that a right to defer settlement must have substance and exist at the end of the reporting period. It is expected that the changes will have minimal impact to the Group. 2. Business combination During the period, the proposal to internalise IPF I’s management function was approved by the securityholders, and implemented on 30 November 2020. In connection with the internalisation transaction, the Group paid A$40 million to Investec Group. A$39.5 million is presented as an intangible asset in the consolidated statement of financial position (refer to Note 14). Related expenses of A$7.7 million is included in the consolidated statement of profit or loss and other comprehensive income (refer to Note 7). None of these non-recurring costs form part of distributable earnings. The internalisation transaction was treated as an asset acquisition rather than a business combination because the Group elected to apply and met the optional concentration test under AASB 3 (refer to Note 1.20). As at 30 November 2020 the units in IPF I were stapled to the units in IPF II which was then known as IAP (refer to Note 18). The Group deemed IPF II as the parent in the stapling arrangement with IPF I. The equity attributable to other entities stapled to the parent (i.e. IPF I) is presented as non-controlling interests (NCI) in the statement of financial position of the Group (refer to Note 19 for further details on NCI). The Group also deemed that IPF II is a trading public trust and therefore it is taxed under current income tax legislation (refer to Notes 1.18 and 10). / 50 / 50 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 3. Segment information The Group has determined the reportable segments to be on three separate segments, being office assets, industrial assets, and property funds management: 1. The Group’s investment properties are made up of office and industrial assets. This is the first segment basis determined to be relevant to report and is consistent with the sectoral spread disclosure of the portfolio in the Group’s property landscape (refer to Section 1 of the Annual Report—Overview). 2. The Group’s investment properties are geographically spread over the states of Australia and New Zealand. These disclosures are consistent with the geographical spread disclosure of the portfolio in the Group’s property landscape (refer to Section 1 of the Annual Report—Overview). 3. The property funds management segment comprises investment management services and property management services. The primary measure of performance of each operating segment is net property and other income. The Group’s operating segment results are reported monthly to the Group’s chief executive officer, who is the chief operating decision maker. A$’000 OFFICE INDUSTRIAL PROPERTY FUNDS MANAGEMENT Statement of profit or loss and other comprehensive income for the period 3 September 2020 to 31 March 2021 21,657 253 21,910 (5,946) 15,964 45,255 – (4,864) – 9,527 255 9,782 (1,384) 8,398 49,104 3,016 – – 56,355 60,518 – – – – – – – – (707) (707) Revenue from external customers, excluding straight-line rental revenue adjustment Straight-line rental revenue adjustment Property revenue Property expenses Net property income Fair value adjustments—investment properties Fair value adjustments—Investment property under development Fair value adjustments—foreign currency revaluation Share of equity accounted losses Total segment results Other expenses Transaction costs Fair value adjustment on interest rate swaps Fair value adjustment on foreign currency Finance costs Finance income Other income Profit before tax for the period 3 September 2020 to 31 March 2021 TOTAL 31,184 508 31,692 (7,330) 24,362 94,359 3,016 (4,864) (707) 116,166 (3,890) (7,715) 3,360 1,639 (3,017) 12 1,227 107,782 Statement of financial position extract at 31 March 2021 Investment properties at 31 March 2021 819,856 405,500 Investment property under development at 31 March 2021 Equity accounted investments at 31 March 2021 Intangible assets Other assets not managed on a segmental basis Total assets as at 31 March 2021 – – – 11,600 – – – – 5,807 39,528 1,225,356 11,600 5,807 39,528 16,685 1,298,976 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 51 / 51 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 A$’000 VICTORIA QUEENSLAND SOUTH AUSTRALIA Statement of profit or loss and other comprehensive income for the period 3 September 2020 to 31 March 2021 WESTERN AUSTRALIA NEW SOUTH WALES AUSTRALIAN CAPITAL TERRITORY NORTHERN TERRITORY NEW ZEALAND MANAGEMENT TOTAL PROPERTY FUNDS Revenue from external customers, excluding straight-line rental revenue adjustment Straight-line rental revenue adjustment Revenue Property expenses Net property income Fair value adjustments–investment properties Fair value adjustments–Investment property under development Fair value adjustments–foreign currency revaluation Share of equity accounted losses Total segment results Other expenses Transaction costs Fair value adjustment on interest rate swaps Fair value adjustment on foreign currency Finance costs Finance income Other income Profit before tax for the period 3 September 2020 to 31 March 2021 Statement of financial position extracts at 31 March 2021 Investment properties at 31 March 2021 Investment property under development at 31 March 2021 Equity accounted investments at 31 March 2021 Intangible assets Other assets not managed on a segmental basis Total assets as at 31 March 2021 5,169 155 5,324 (1,098) 4,226 22,529 – – – 2,964 10 2,974 (1,261) 1,713 117 3,016 – – 1,056 (37) 1,019 (98) 921 3,387 – – 26,755 4,846 4,308 6,788 50,483 12,504 1,148 10,041 – – – 227,750 – – – 149,750 11,600 – – 37,750 – – – 63,000 466,750 107,350 29,400 143, 606 1,667 79 1,746 (276) 1,470 5,318 12,100 273 12,373 (2,470) 9,903 40,580 3,112 (108) 3,004 (450) 2,554 9,950 – – – – – – – – – – – – – – – – – – – – – 902 62 964 (54) 910 238 – – – – – – – 4,214 74 4,288 (1,623) 2,665 12,240 (4,864) – – – – – – – – – – – – – – – (707) (707) – – 5,807 39,528 31,184 508 31,692 (7,330) 24,362 94,359 3,016 (4,864) (707) 116,166 (3,890) (7,715) 3,360 1,639 (3,017) 12 1,227 107,782 1,225,356 11,600 5,807 39,528 16,685 1,298,976 / 52 / 52 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) A$’000 VICTORIA QUEENSLAND SOUTH AUSTRALIA Statement of profit or loss and other comprehensive income for the period 3 September 2020 to 31 March 2021 Revenue from external customers, excluding straight-line rental revenue adjustment Straight-line rental revenue adjustment Fair value adjustments–investment properties Fair value adjustments–Investment property under development Fair value adjustments–foreign currency revaluation Share of equity accounted losses Revenue Property expenses Net property income Total segment results Other expenses Transaction costs Finance costs Finance income Other income Fair value adjustment on interest rate swaps Fair value adjustment on foreign currency Profit before tax for the period 3 September 2020 to 31 March 2021 Statement of financial position extracts at 31 March 2021 Investment properties at 31 March 2021 Investment property under development at 31 March 2021 Equity accounted investments at 31 March 2021 Intangible assets Other assets not managed on a segmental basis Total assets as at 31 March 2021 5,169 155 5,324 (1,098) 4,226 22,529 – – – – – – – 2,964 10 2,974 (1,261) 1,713 117 3,016 – – – 149,750 11,600 – – 1,056 (37) 1,019 (98) 921 3,387 – – – – – – WESTERN AUSTRALIA NEW SOUTH WALES AUSTRALIAN CAPITAL TERRITORY NORTHERN TERRITORY NEW ZEALAND PROPERTY FUNDS MANAGEMENT 1,667 79 1,746 (276) 1,470 5,318 – – – 12,100 273 12,373 (2,470) 9,903 40,580 – – – 3,112 (108) 3,004 (450) 2,554 9,950 – – – 902 62 964 (54) 910 238 – – – 26,755 4,846 4,308 6,788 50,483 12,504 1,148 4,214 74 4,288 (1,623) 2,665 12,240 – (4,864) – 10,041 – – – – – – – – – – – – – (707) (707) – TOTAL 31,184 508 31,692 (7,330) 24,362 94,359 3,016 (4,864) (707) 116,166 (3,890) (7,715) 3,360 1,639 (3,017) 12 1,227 107,782 227,750 37,750 63,000 466,750 107,350 29,400 143, 606 – – – – – – – – – – – – – – – – – 5,807 39,528 1,225,356 11,600 5,807 39,528 16,685 1,298,976 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 53 / 53 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 4. Property revenue A$’000 Contracted rental income Recoverable outgoings Revenue, excluding straightline rental revenue adjustment Straightline rental revenue adjustment 5. Property expenses A$’000 Statutory expenses Electricity Insurance Cleaning Building management Repairs and maintenance Amortisation of fitout expenses Tenant rechargeable expenditure Air-conditioning Fire protection Lift and escalators Emergency generators Leasing fee Legal and marketing expenses Non recoverable property expenses Other property expenses 6. Other expenses A$’000 Depreciation expenses Employee benefits expenses Other expenses 7. Transaction costs A$’000 Transaction costs on management internalisation Total transaction costs 3 SEPTEMBER 2020 TO 31 MARCH 2021 27,198 3,986 31,184 508 31,692 3 SEPTEMBER 2020 TO 31 MARCH 2021 (2,600) (533) (988) (421) (770) (332) (259) (173) (189) (132) (177) (145) (168) (146) (91) (206) (7,330) 3 SEPTEMBER 2020 TO 31 MARCH 2021 (37) (2,605) (1,248) (3,890) 3 SEPTEMBER 2020 TO 31 MARCH 2021 (7,715) (7,715) / 54 / 54 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 8. Fair value adjustments A$’000 Fair value adjustments—investment properties Fair value adjustments—investment property under development Fair value adjustments—interest rate swaps Fair value adjustments—foreign currency revaluation Total fair value adjustments 9. Finance costs A$’000 Finance costs on borrowings and derivatives Total finance costs Refer to Note 20 for details on borrowings 10. Income tax expenses The table below relate to income tax for the Group’s income tax paying entities. a. Income tax expenses: A$’000 Current tax expenses Deferred tax expense Income tax expense in the statement of comprehensive income b. Reconciliation of income tax expense to prima facie tax payable: A$’000 Profit before income tax expense Prima facie tax expenses/(benefit) at 30% Less: IPF I profit not subject to tax Tax effect of amounts not deductible/assessable in calculating income tax expense: Non-deductible expenses Others Income tax benefit c. Current tax balances A$’000 Current tax payable d. Deferred tax balances A$’000 Deferred tax assets Deferred tax (liabilities) Net total S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 3 SEPTEMBER 2020 TO 31 MARCH 2021 94,359 3,016 3,360 (3,225) 97,510 3 SEPTEMBER 2020 TO 31 MARCH 2021 (3,017) (3,017) 3 SEPTEMBER 2020 TO 31 MARCH 2021 – 2,957 2,957 3 SEPTEMBER 2020 TO 31 MARCH 2021 107,782 32,335 (35,440) 2 146 (2,957) AS AT 31 MARCH 2021 – AS AT 31 MARCH 2021 2,965 (8) 2,957 / 55 / 55 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 e. Reconciliation of deferred tax balances A$’000 Net deferred tax asset attributable to: Property, plant and equipment Equity accounted investment Accrued expenses Transaction costs Income tax loss carried forward Net deferred tax liabilities attributable to: Property, plant and equipment Net total 11. Distribution per security OPENING BALANCE 3 SEPTEMBER 2020 RECOGNISED IN PROFIT OR LOSS RECOGNISED IN EQUITY BALANCE 31 MARCH 2021 – – – – – – – – – 2 212 1,035 1,689 27 2,965 (8) (8) 2,957 – – – – – – – – – 2 212 1,035 1,689 27 2,965 (8) (8) 2,957 A$’000 PERIOD FOR DISTRIBUTION TOTAL DISTRIBUTION A$’000 SECURITIES IN ISSUE (‘000) DISTRIBUTION PER SECURITY (A$ CENTS) 3 September 2020 to 31 March 2021 27,696 611,298 4.53 12. Investment properties Investment properties held by the Group are accounted for as asset acquisitions when the integrated activities deemed necessary to generate outputs are not present at acquisition. The Group concluded that all the acquisition of properties in the current financial year were asset acquisitions. (a) Valuation basis The basis of valuation of investment properties is fair value. Fair values are based on market values, being the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. The Group’s policy is to value investment properties at each reporting period, with independent valuations performed on a rotational basis to ensure each property is valued at least once every 24 months by an independent external valuer (in compliance with the Group’s debt facility). Where a property is not due for an independent valuation, internal valuations are undertaken at the end of reporting period. The valuation methods include the discounted cash flow (DCF) method and income capitalisation method. The mid-point is generally taken between the DCF and income capitalisation method. (b) Fair value assessment results External valuations External valuations were conducted for 23 properties in the portfolio for the second half of the year. External valuations were conducted by Colliers International, Urbis, Savills and CBRE who are all registered as Certified Practising Valuers with the Australian Property Institute. / 56 / 56 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) Directors’ valuations As at 31 March 2021, there were eight properties where fair value was based on directors’ valuations. At each reporting date, the directors update their assessment of the fair value of each property in accordance with the Group’s valuation policy. As at 31 March 2021, investment properties to the value of A$1,225.4 million is held as security under the syndicated facility agreement drawn down to a value of A$341.5 million. All of the investment properties located in New South Wales, Victoria, South Australia, Queensland, Western Australia, Northern Territory and New Zealand are held under freehold interests. All of the properties located in the Australian Capital Territory are held under leasehold interests with the earliest termination date in 2088 and no lease payment obligations. Gains and losses recorded in profit or loss for recurring fair value measurements categorised within Level 3 of the fair value hierarchy amount to A$94.4 million and are presented in profit and loss in the line item ‘fair value adjustment’. PROPERTY PORTFOLIO A$’000 INDUSTRIAL PORTFOLIO 47 Sawmill Circuit, Hume ACT 57 Sawmill Circuit, Hume ACT 24 Sawmill Circuit, Hume ACT 44 Sawmill Circuit, Hume ACT 2–8 Mirage Road, Direk SA 30–48 Kellar Street, Berrinba QLD 165 Newton Road, Wetherill Park NSW 24 Spit Island Close, Newcastle NSW 67 Calarco Drive, Derrimut VIC 66 Glendenning Road, Glendenning NSW 85 Radius Drive, Larapinta QLD 54 Miguel Road, Bibra Lake WA 24 Rodborough Road, Frenchs Forest NSW 6–8 and 11 Siddons Way, Hallam VIC 36–42 Hydrive Close, Dandenong South VIC 103 Welshpool Road, Welshpool WA 70 Grand Trunkway, Gillman SA 16 Dawson Street, East Arm NT 153 Main Beach Road, Pinkenba QLD Office Portfolio 449 Punt Road, Cremorne VIC 35–49 Elizabeth Street, Richmond VIC 2404 Logan Road, Eight Mile Plains QLD 186 Reed Street, Greenway ACT 21–23 Solent Circuit, Baulkham Hills NSW 266 King Street, Newcastle NSW 113 Wicks Road, Macquarie Park NSW 324 Queen Street, Brisbane QLD 20 Rodborough Road, Frenchs Forest NSW 2 Richardson Place, North Ryde NSW 100 Willis Street, Wellington NZ1 24 Wormald Street, Symonston ACT Total Investment Properties 1. Converted at spot rate of 1.0877 at 31 March 2021. LATEST EXTERNAL VALUATION CONSOLIDATED CARRYING VALUE DATE VALUATION 2021 30-Sep-20 31-Mar-21 31-Mar-21 30-Sep-20 30-Sep-20 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 10-Oct-19 12-Feb-21 31-Mar-21 31-Mar-21 30-Sep-20 30-Sep-20 31-Mar-21 31-Mar-20 31-Mar-21 31-Mar-20 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 12,200 13,900 14,500 10,400 8,750 9,500 33,500 12,000 12,300 38,250 19,500 33,000 24,500 23,750 25,700 30,000 29,000 29,000 24,750 61,500 104,500 17,500 25,750 68,000 77,000 33,000 76,750 66,000 110,000 143,606 30,500 12,700 13,900 14,500 10,500 8,750 9,500 33,500 12,000 12,300 38,250 19,500 33,000 24,500 23,750 25,700 30,000 29,000 29,400 24,750 61,500 104,500 17,000 25,250 68,000 81,500 33,000 79,000 66,000 110,000 143,606 30,500 1,225,356 / 57 / 57 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 (c) Valuation process Capitalisation rates The fair value for all investment properties of A$1,225.4 million has been undertaken under the Level 3 fair value hierarchy, where unobservable inputs have been utilised in the valuation techniques. For all investment property that are measured at fair value, the current use of the property is considered the highest and best use. Valuation techniques used to derive Level 3 fair values The Group determines a property’s value within a range of reasonable fair value estimates and in making this assessment, considers information from a variety of sources including: • Current prices for comparable investment properties; • Discounted cash flows based on estimates of future cash flows; and • Capitalised income projections based on estimated net market income, and a capitalisation rate based on market analysis. Under the DCF approach, a property’s fair value is estimated by projecting a series of cash flows over a specified time horizon (typically 10 years) and discounting this cash flow, including the projected exit or terminal value, at a market-derived discount rate. Projected cash flows are derived from contracted or expected market rents, operating costs, lease incentives, capital expenditure and future income on vacant space. The net present value of the discounted cash flow represents the fair value of the property. The income capitalisation approach involves estimating the potential sustainable gross market income of a property from which annual outgoings are deducted to derive the net market income. Net market income is then capitalised in perpetuity at an appropriate market derived capitalisation rate (market yield). Appropriate capital adjustments are then made where necessary to reflect the specific cash flow profile and general characteristics of the property. Capitalisation rates are derived from the yields indicated by sales of comparable properties. It factors in risk with regard to a property’s location, quality, strength of the tenant covenant and length of secured cashflows. Industrial Demand for industrial properties has increased over the past twelve months. The sector has proven to be resilient during recent times of economic uncertainty. The large volume of sales activity weighted towards the second half of the Group’s financial period ended 31 March 2021 has demonstrated the strength of the industrial market and the main driver for taking 14 out of the Group’s 18 industrial properties for external valuation at 31 March 2021 (excluding 153 Main Beach Road, Pinkenba QLD, acquired in 2021). At 31 March 2021, the weighted average capitalisation rate used in valuing the Group’s industrial portfolio was 5.83%. Office Office sales volumes were impacted by the COVID-19 pandemic, with prospective purchasers demonstrating caution around the unknown economic impacts of the Government lead restrictions implemented. Transaction volumes reduced significantly, especially in CBD markets. Generally, office yields have remained relatively steady, with metropolitan office markets being favoured by investors/occupiers due to affordable rents and a more decentralised model. Properties with minimal vacancy, long WALE with strong tenant covenants have seen strong demand and ultimately have seen tightening of investment metrics. The weighted average capitalisation rate used in valuing the Group’s office portfolio was 6.12%. Discount rates At reporting date, the key assumptions used by the Group in determining fair value were as follows: At 31 March 2021 the weighted average discount rate was 6.77% for the office portfolio and 6.71% for the industrial portfolio. INDUSTRIAL Capitalisation rate Discount rate Terminal yield Rental growth rate OFFICE Capitalisation rate Discount rate Terminal yield Rental growth rate 31 MARCH 2021 Market rental growth 4.50–7.75% 5.50–8.00% 4.75–8.00% 1.95–3.29% Market rental growth is the projected year on year change in market rent based on factors such as population growth, demand for space and expected supply and new developments within markets. A key driver of the DCF calculation outcome is market rental growth, where a property’s projected cash flow comprises of actual rental income, speculative rental income, and rental income growth. 31 MARCH 2021 5.50–8.00% 6.13–8.25% 5.75–8.13% 2.15–3.51% Market rent and rental growth have a material impact on the outcome of the terminal value calculation, as terminal market rent is a function of the current market rent and the 10 year CAGR. The terminal market rent is divided by the terminal capitalisation rate to determine the terminal value. At 31 March 2021, the market rental growth (10-year CAGR) utilised in the valuation of the Group’s property portfolio was 2.99%. / 58 / 58 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) Significant unobservable inputs For all classes of investment property the significant unobservable inputs below are used to determine the fair value measurement of investment property at the measurement date. Movement in any of the unobservable inputs is likely to have an impact on the fair value of investment property. Vacancy rates and weighted average lease expiry are data points used in the fair value calculations and are not included in the significant unobservable inputs below. The higher the market rent or 10-year compound annual growth rate, the higher the fair value. The higher the capitalisation rate, terminal yield or discount rate, the lower the fair value. The following significant unobservable inputs have been considered to determine the fair value of measurement at the end of the reporting period: Capitalisation rate Discount rate Increases/(decreases) in the capitalisation rate would (decrease)/ increase estimated fair value Increases/(decreases) in the discount rate would (decrease)/increase estimated fair value The rate at which net market income is capitalised to determine the value of a property. The rate is determined with regards to market evidence. The rate of return used to convert a monetary sum, payable or receivable in the future, into present value. Theoretically it should reflect the opportunity cost of capital, that is, the rate of return the capital can earn if put to other uses having similar risk. The rate is determined with regards to market evidence Terminal yield Increases/(decreases) in the terminal yield would result in (decreases)/ increases in the estimated fair value The capitalisation rate used to convert income into an indication of the anticipated value of the property at the end of the holding period when carrying out a discounted cash flow calculation. The rate is determined with regards to market evidence. Market rent and rental growth Increases/(decreases) in market rent and rental growth would increase/ (decrease) estimated value The rent at which a space could be let in the market including rental growth in future years at the date of valuation. Market rent includes gross rent and net rent. Gross rent is where outgoings are incorporated in the rent being paid. Net market rent is where the owner recovers outgoings from the tenant on a pro-rata basis (where applicable). (d) Uncertainty around property valuations In response to the uncertainty surrounding the impacts of the COVID-19 pandemic, the Group has assessed the carrying value of its investment properties in light of this. Sensitivity analysis has been undertaken to stress test the impacts of investment and market parameters adopted as part of the fair value assessment. In the event the impacts are more material or prolonged than anticipated (refer to Note 12(h)), this may have further impact to the fair value of the Group’s property portfolio, and the future price achieved if a property is sold. (e) Contractual obligations/capital commitments At 31 March 2021, the Group included forecast cost associated with the aluminium cladding panel assessment and remediation for two properties in the portfolio within the valuation of these properties rather than a separate provision. A$’000 449 Punt Road, Cremorne VIC 35–49 Elizabeth Street, Richmond VIC 2021 650 1,200 1,850 / 59 / 59 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 (f) Leasing arrangements as lessor The Group leases office and industrial properties under operating leases. Contractual amounts due in terms of operating lease agreements are receivable as follows: A$’000 Minimus lease payments due to the Group under non-cancellable operating leases of investment property are receivable as follows: Less than 1 year Between 1 and 2 years Between 2 and 3 years Between 3 and 4 years Between 4 and 5 years More than 5 years 2021 87,439 81,900 70,293 60,497 40,812 105,973 446,914 Investment property comprises a number of commercial properties and industrial that are leased to third parties. The significant majority of leases are subject to annual rent reviews that are fixed or indexed to consumer prices. Subsequent renewals are negotiated with the lessee and historically, the average renewal period is five years. No contingent rents are charged. (g) Movement in investment properties’ carrying value A$’000 Cost Accumulated fair value adjustment Investment properties Straightline rental revenue receivable Carrying value Movement in investment properties Opening balance IPF I balance on stapling to IPF II Acquisitions Foreign currency revaluation on property Acquisition costs and capital expenditure Fair value adjustment on revaluation of investment properties (refer to Note 8) Straightline rental revenue adjustment Carrying value at end of the period (h) Sensitivity analysis 2021 985,813 225,073 1,210,886 14,470 1,225,356 – 1,104,909 24,750 (4,864) 5,694 94,359 508 1,225,356 As a result of the COVID-19 pandemic, there is still some uncertainty surrounding the economic impacts of the Government lead restrictions to property values. Assumptions made within the Group’s valuations in respect of investment parameters, market growth outlook, and re-letting assumptions have sought to consider the impact of the COVID-19 pandemic on market conditions, albeit in an environment where market uncertainty exists. The results of the sensitivity analysis below demonstrates that stress testing the material unobservable inputs by the ranges disclosed would result in a movement of A$70.2 million if discount rate and cap rate was softened by 0.50%. Even at this unlikely worst-case scenario, this would not result in the Group’s financial position being materially impacted to the point the Group would reconsider its position as a going concern. A$’000 Discount rate movement CAPITALISATION RATE MOVEMENT 0% 1,225,356 1,214,258 1,203,238 0.25% 1,201,355 1,190,193 1,179,173 0.50% 1,177,320 1,166,158 1,155,138 0% 0.25% 0.50% / 60 / 60 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 13. Investment property under development 16. Receivables and other assets A$’000 Opening balance Acquisitions Acquisition costs and capital expenditure Fair value adjustment Net carrying amount at 31 March 2021 14. Intangible assets A$’000 Opening balance Additions Impairments 2021 – 3,886 4,698 3,016 11,600 2021 – As at 31 March 2021, the Group granted A$0.7 million of rental relief to tenants in the form of rental waivers and A$1.1 million in the form of rental deferrals as required for qualifying tenants under the National Cabinet’s Mandatory Code of Conduct for SME commercial leasing principles during the COVID-19 pandemic which has been given effect by state and territory legislation. For non-qualifying tenants the principles of the code were taken into account in the consideration of deferral requests. Deferrals granted have been agreed with tenants to be repaid over periods between October 2020 and September 2022. Consideration of the impact of COVID-19 on tenants has been incorporated into the assessment as at 31 March 2021 based on discussions held to date with each tenant and on any other information known about the tenant and/or their trading conditions. As at 31 March 2021, the Group had nil allowance for credit losses. 39,528 A$’000 – Prepaid expenses Net carrying amount at 31 March 2021 39,528 Trade debtors Intangible assets represent the management rights platform acquired by IPF II during the period. The intangible asset acquired has been determined to have an indefinite useful life and required to be tested for impairment annually. At 31 March 2021 the recoverable amount is considered to be the acquisition cost and is not impaired. The valuation basis of the intangible asset to assess the fair value of the management rights is the forecast EBITDA of IPF II multiplied by a market multiple. 15. Equity accounted investment Sundry debtors Total receivables and other assets 17. Cash and cash equivalents A$’000 Cash held on call account Total cash and cash equivalents A$’000 Opening balance Equity contributions Share of equity accounted loss Net carrying amount at 31 March 2021 2021 – 6,514 (707) 5,807 The Group is committed to invest up to A$30 million in TAP representing 21.4% of the total equity of TAP (current committed equity of A$140 million). As at 31 March 2021, A$6.5 million has been contributed. TAP is an unlisted Australian opportunity fund which was launched in December 2019. TAP seeks to invest in opportunistic real estate transactions in Australia and New Zealand with a shorter-term investment horizon than more passive investments, including value add and real estate backed debt opportunities which require more active management. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 2021 3,303 1,185 1,174 5,662 2021 7,405 7,405 / 61 / 61 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 18. Contributed equity A$’000 Issued Issue of capital In issue at the end of period Weighted average number of securities in issue 2021 46,723 46,723 27,800 IPF II was established by IPF I making a capital distribution to the holders of units in IPF I (equal to A$0.0764 per IPF I unit), with such distribution being mandatorily applied by holders of IPF I units to subscribe for new units in IPF II of A$46.7 million. Issued capital comprises of ordinary units fully paid. The stapling of IPF I units to IPF II units in accordance with the IPF I and IPF II constitutions occurred on 27 November 2020. A stapled security comprises one unit in IPF I and one unit in IPF II. Holders of stapled securities are entitled to receive distributions as declared from time to time and are entitled to one vote per security at securityholders’ meetings. In the event of a winding up, securityholders rank after creditors and are fully entitled to any net proceeds of liquidation. The Group does not have authorised capital or par value in respect of the issued stapled securities. 19. Non-controlling interest Under AAS, stapled entities are required to separately identify equity attributable to the parent entity from equity attributable to other entities stapled to the parent. The equity attributable to other entities (IPF I) stapled to the parent (IPF II) is presented as non-controlling interests in the statement of financial position of the Group. The following table summaries the information relating to IPF I that has material NCI. A$’000 NCI percentage Non current assets Current assets Non current liabilities Current liabilities Net assets Issued capital Returned earnings Net assets attributable to NCI Revenue Profit Other comprehensive income Total comprehensive income Profit allocate to NCI Other comprehensive income allocated to NCI Cash flows from operating activities Cash flows from investment activities Cash flow from financing activities Net increase (decrease) in cash and cash equivalents IPF I 100% 1,236,956 10,393 345,307 28,337 873,705 649,679 224,026 873,705 31,704 118,134 – 118,134 118,134 – (7,487) (51,140) 24,707 (31,220) / 62 / 62 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) TRANCHE EXPIRY DATE INTEREST RATE 01-Apr-24 01-Apr-26 01-Apr-25 28-Mar-24 30-Nov-25 22-Dec-29 BBSY+1.5500%1 BBSY+1.5500%1 BBSY+1.5500%1 BBSY+1.4500%1 BBSY+1.7000%1 3.4% 20. Borrowings A$’000 Loans—secured—bank debt ANZ Facility—Tranche G ANZ Facility—Tranche H ANZ Facility—Tranche I Westpac Facility—Tranche N Westpac Facility—Tranche P Westpac Facility—PGIM Total long-term borrowings—secured Capitalised loan establishment costs Total value of interest-bearing borrowings Movement in borrowings Opening balance IPF I balance on stapling to IPF II Interest charged Interest paid Additional borrowing acquired Repayments Closing balance at the end of the year 2021 20,000 75,000 25,000 55,000 16,514 150,000 341,514 (2,451) 339,063 – 274,107 3,017 (3,017) 71,907 (4,500) 341,514 The Group’s LVR was 26.88%2 as at 31 March 2021. At 31 March 2021 the approved facility limit of the loan facility was A$435.0 million with A$93.5 million undrawn. The Group’s policy is to hedge at least 75% of interest rate risk. At year end, 78.3% of borrowings were hedged using interest rate swaps, locking in a blended rate (including margin and line fees) of 2.84% for a weighted average term of 6.1 years. 21. Trade and other payables A$’000 Security deposits Income received in advance Lease liabilities Employee entitlement Other payables Trade and other payables-non current Accrued expenses Trade creditors Lease liabilities Income received in advance GST payable Other payables Trade and other payables-current 1. Varies based on gearing levels. 2. LVR is a non-IFRS measure. 2021 581 4,246 532 3,250 417 9,026 3,502 1,181 107 2,924 510 1,098 9,322 / 63 / 63 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 22. Reconciliation of cash flows from operating activities A$’000 Profit before tax for the period Adjusted for: Fair value adjustments—investment properties Fair value adjustments—investment property under development Fair value adjustments—derivatives Fair value adjustments—foreign currency revaluation Straightline rental revenue adjustment Working capital movement Change in trade and other receivables Change in trade and other payables Change in capital expenses Transaction cost on management internalisation Share equity accounted losses Distributions paid Net cash from operating activities 23. Key management personnel (KMP) compensation A$’000 Short-term employee benefits Other long-term employee benefits Post-employment benefits 2021 107,782 (94,359) (3,016) (3,360) 3,225 (508) (5,138) 7,746 (2,040) 7,715 707 (26,832) (8,078) 30 NOVEMBER 2020 TO 31 MARCH 2021 717 35 22 774 Individual directors’ and KMP compensation disclosures Information regarding individual directors’ and KMP compensation and equity instruments disclosure is provided in the remuneration reports within the Annual Report. Movements in securities The movement during the reporting period in the number of securities in IAP held directly, indirectly or beneficially, by each KMP including their related parties, is as follows: Directors Sam Leon Graeme Katz Richard Longes1 Sally Herman Georgina Lynch2 Stephen Koseff3 HELD AT 3 SEPTEMBER 2020 PURCHASES SALES 4,000,000 229,296 56,819 37,879 67,493 170,733 – 41,000 65,000 – – (700,000) – – – – There have been no changes in these holdings since the end of the reporting period. The related party transaction in relation to the RE is set out in the Directors’ report on page 37. 1. Through Gemnet Pty Ltd. 2. Through G Lynch Investments Pty Ltd. 3. Through Sheryl Koseff and SK Employee Trust. HELD AT 31 MAR 2021 3,300,000 270,296 121,819 37,879 67,493 170,733 / 64 / 64 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 24. Group entities The consolidated financial statements incorporate the assets, liabilities and results of the following controlled entities in accordance with the accounting policy described in Note 1.2. All subsidiaries are established in Australia and are 100% owned and controlled by the parent entity with no restrictions. IPF I and IPF II enter into transactions with its wholly owned trusts and companies. These transactions mainly involve the payment of distributions between trusts and lending of funds between the trusts. Intertrust and intercompany loans are repayable upon demand, unsecured and non-interest bearing. NAME OF ENTITY Held directly by IPF II Irongate Property Holdings Pty Limited (Prior 30 November 2020: Investec Australia Property Holdings Pty Limited) Irongate Property Management Trust (Prior 30 November 2020: Investec Australia Management Trust) Irongate Funds Management Limited (Prior 30 November 2020: Investec Property Limited) Irongate Property Management Pty Limited (Prior 30 November 2020: Investec Property Management Pty Limited) Irongate Property No.1 Pty Limited (Prior 30 November 2020: Investec Wentworth Pty Limited) Irongate Property No.2 Pty Limited (Prior 30 November 2020: Investec Propco Pty Limited) Irongate Templewater No.1 Pty Limited (Prior 30 November 2020: Investec Templewater No.1 Pty Limited) Irongate Templewater No.2 Pty Limited (Prior 30 November 2020: Investec Templewater No.2 Pty Limited) Held directly by IPF I INTERTRUST LOAN BALANCE 2021 A$’000 – 520 – – – – – – Irongate Property Hold Trust No.1 (Prior 30 November 2020: Investec Australia Hold Trust No.1) (54,003) Irongate Property Sub Trust No.1 (Prior 30 November 2020: Investec Australia Sub Trust No.1) Irongate Property Sub Trust No.2 (Prior 30 November 2020: Investec Australia Sub Trust No.2) Irongate Property Sub Trust No.3 (Prior 30 November 2020: Investec Australia Sub Trust No.3) Irongate Property Sub Trust No.4 (Prior 30 November 2020: Investec Australia Sub Trust No.4) Irongate Property Sub Trust No.5 (Prior 30 November 2020: Investec Australia Sub Trust No.5) Irongate Property Sub Trust No.6 (Prior 30 November 2020: Investec Australia Sub Trust No.6) Irongate Property Sub Trust No.7 (Prior 30 November 2020: Investec Australia Sub Trust No.7) Irongate Property Sub Trust No.8 (Prior 30 November 2020: Investec Australia Sub Trust No.8) Irongate Property Sub Trust No.9 (Prior 30 November 2020: Investec Australia Sub Trust No.9) Irongate Property Sub Trust No.10 (Prior 30 November 2020: Investec Australia Sub Trust No.10) Irongate Property Sub Trust No.11 (Prior 30 November 2020: Investec Australia Sub Trust No.11) Irongate Property Sub Trust No.12 (Prior 30 November 2020: Investec Australia Sub Trust No.12) Irongate Property Sub Trust No.13 (Prior 30 November 2020: Investec Australia Sub Trust No.13) Irongate Property Sub Trust No.14 (Prior 30 November 2020: Investec Australia Sub Trust No.14) Irongate Property Sub Trust No.15 (Prior 30 November 2020: Investec Australia Sub Trust No.15) Irongate Property Sub Trust No.16 (Prior 30 November 2020: Investec Australia Sub Trust No.16) Irongate Property Sub Trust No.17 (Prior 30 November 2020: Investec Australia Sub Trust No.17) Irongate Property Sub Trust No.18 (Prior 30 November 2020: Investec Australia Sub Trust No.18) Irongate Property Sub Trust No.19 (Prior 30 November 2020: Investec Australia Sub Trust No.19) Irongate Property Sub Trust No.20 (Prior 30 November 2020: Investec Australia Sub Trust No.20) Irongate Property Sub Trust No.21 (Prior 30 November 2020: Investec Australia Sub Trust No.21) Irongate Property Sub Trust No.22 (Prior 30 November 2020: Investec Australia Sub Trust No.22) Irongate Property Sub Trust No.23 (Prior 30 November 2020: Investec Australia Sub Trust No.23) Irongate Property Sub Trust No.24 (Prior 30 November 2020: Investec Australia Sub Trust No.24) Irongate Property Sub Trust No. 25 Irongate Property Sub Trust No. 26 Irongate Property Sub Trust No. 27 Irongate Property Sub Trust No. 28 Irongate Property Sub Trust No. 29 Irongate Property Sub Trust No. 30 3,848 (5,503) (3,155) 427 (1,501) 75,347 87 (110) (358) (2,697) (360) 165 (271) (2,258) (974) (3,706) 506 (4,228) (3,911) 445 242 695 31 (5,361) 1,759 – – – – – / 65 / 65 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 25. Parent entity disclosures A$’000 The parent of the Group is IPF II Result of parent entity Net loss for the period Other comprehensive income Total comprehensive income for the period from 3 September 2020 to 31 March 2021 2021 (5,998) – (5,998) Financial position of parent entity at period end 31 March 2021 Current assets Non current assets Total assets Current liabilities Non current liabilities Total liabilities Net assets Total equity of parent entity comprising of: Contributed equity Retained earnings Total equity – 41,245 41,245 (520) – (520) 40,725 46,723 (5,998) 40,725 / 66 / 66 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 26. Financial risk and capital management 26.1 Total financial and non-financial assets and liabilities The table below sets out the Group’s accounting classification of each class of financial and non-financial asset and liability and their fair values at 31 March 2021. AS AT 31 MARCH 2021 A$’000 ASSETS Non-current assets Investment property Investment property under development Property, plant and equipment Intangible asset Other investment Deferred tax assets Current assets Cash and cash equivalents Trade and other receivables Total assets LIABILITIES Non-current liabilities Long-term borrowings Financial instruments held at fair value Trade and other payables Current liabilities Trade and other payables Distributions payable Total liabilities MEASURED AT FAIR VALUE NON- FINANCIAL INSTRUMENTS AMORTISED COST TOTAL 1,225,356 11,600 – – – – – – – – 661 39,528 5,807 2,957 – – 1,236,956 48,953 – 836 – – – 836 – – – – – – – – – – – – 1,225,356 11,600 661 39,528 5,807 2,957 7,405 5,662 13,067 7,405 5,662 1,298,976 339,063 339,063 – 9,026 836 9,026 9,322 27,696 385,107 9,322 27,696 385,943 Cash and cash equivalents; trade and other receivables; trade and other payables are measured at amortised cost and approximate fair value. The fair value of “long term borrowings at amortised cost” has been estimated by market interest rate at each year end. Other non-financial instruments are tested for impairment on an annual basis. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 67 / 67 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 26.2 Fair value hierarchy—financial instruments In the case of financial instruments whose carrying amount is not the same as their theoretical fair value. The fair value has been calculated as follows: a. The fair value of “long term borrowings at amortised cost” has been estimated by marketing interest rate at year end. For financial instruments whose carrying amount is equivalent to their fair value, the measurement processes used are defined as follows: Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2—inputs other than quoted prices included within Level 1 that are observable for the assets and liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices) Level 3—inputs for the assets and liabilities that are not based on observable market data (unobservable inputs) A$’000 FAIR VALUE AND CARRYING AMOUNT As at 31 March 2021 Financial assets not measured at fair value Cash and cash equivalents Receivables and other assets Financial liabilities not measured at fair value Trade and other payables Distribution payable Long term borrowings Financial liabilities measured at fair value Interest rate swaps CARRYING AMOUNT LEVEL 1 LEVEL 2 LEVEL 3 TOTAL FAIR VALUE 7,405 5,662 13,067 18,348 27,696 339,063 385,107 836 836 – – – – – – – – – – – – – – 352,018 352,018 836 836 – – – – – – – – – – – – – – 352,018 352,018 836 836 b. Details of changes in valuation techniques There have been no significant changes in valuation techniques during the year under review c. Significant transfers between Level 1, Level 2 and Level 3 There have been no transfers between Level 1, Level 2 and Level 3 during the year. Derivative financial instruments consist of interest rate hedging instruments. Interest rate hedging instruments are valued based on broker quotes and are tested for reasonableness by discounting future cash flows using an observable market interest rate curve at the dates when the cash flows will take place. 26.3 Other financial risk management considerations The financial instruments of the Group consist mainly of cash and cash equivalents, including deposits with banks, borrowings, derivative instruments, trade and other receivables and trade and other payables. The Group purchases or issues financial instruments in order to finance operations and to manage the interest rate risks that arise from these operations and the source of funding. The Group has exposure to the following risks from its use of financial instruments: • credit risk; • liquidity risk; and • market risk The board of the Responsible Entity has overall responsibility for the establishment and oversight of the Group’s risk management framework. The board of the Responsible Entity has established the Audit and Risk Committee, which is responsible for developing and monitoring the Group’s risk management policies. The Audit and Risk Committee reports regularly to the board of the Responsible Entity on its activities. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Audit and Risk Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Audit and Risk Committee is assisted in its oversight role by Investec Internal Audit, which undertake both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit and Risk Committee. / 68 / 68 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 26.4 Credit risk Credit risk is the risk of financial loss to the Group if a client or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from derivatives, as well as trade and other receivables. There is no significant concentration of credit risk as exposure is spread over a large number of counterparties. Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The Group applies the lifetime ECL model to manage the credit risk of financial assets carried at amortised cost in accordance with the accounting policy described in Note1.9.1 to the consolidated financial statements. The Group has determined that no ECL is required to be recognised as at 31 March 2021. 26.5 Market risk a. Interest rate risk The Group is exposed to interest rate risk and adopts a policy of ensuring that at least 75% of its exposure to changes in interest rates on borrowings is on a fixed basis. This is achieved by entering into variable for fixed rate swap instruments. All such transactions are carried out within the guidelines set by the Audit and Risk Committee. As a consequence, the Group is exposed to fair value interest rate risk in respect of the fair value of its interest rate financial instruments, which will not have an impact on distributions. Short-term receivables and payables and investments are not directly exposed to interest rate risk. At 31 March 2021, 78.3% of the Group’s interest rate exposure was hedged. Therefore, for the year ended 31 March 2021, a 1% increase/ decrease in interest rates on the variable rate borrowings would have an immaterial impact on the Group’s profit, assuming all other variables remain constant. b. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s policy is to seek to minimise its exposure to liquidity risk by balancing its exposure to interest rate risk and to refinancing risk. In effect the Group seeks to borrow for as long as possible at the lowest acceptable cost. The Group regularly reviews the maturity profile of its financial liabilities and will seek to avoid concentration of maturities through the regular replacement of facilities, and by using a selection of maturity dates. The tables below set out the maturity analysis of the Group’s financial liabilities based on the undiscounted contractual cash flows. Cash flows are monitored on a monthly basis to ensure that cash resources are adequate to meet the funding requirement of the Group. AS AT 31 MARCH 2021 A$’000 Long-term borrowings1 Trade and other payables Distributions payable Total liabilities WITHIN 1 YEAR 7,758 9,322 27,696 44,776 1–2 YEARS 2–5 YEARS OVER 5 YEARS 7,758 4,931 – 195,691 2,601 – 169,156 1,494 – TOTAL 380,363 18,348 27,696 CARRYING VALUE 341,514 18,348 27,696 12,689 198,292 170,650 426,407 387,558 The table below outlines the Group’s LVR2 at the end of the period. A$’000 Investment properties Investment property under development Equity accounted investment (EAI) Total Carrying value of interest bearing borrowing Less: Cash and cash equivalents Net value of borrowing Current ratio of interest bearing borrowings to value of properties and EAI (%) 1. Cash flows in relation to long term borrowings take into account interest payments and the effect of interest rate swaps. 2. LVR is a non-IFRS measure. 2021 1,225,356 11,600 5,807 1,242,763 341,514 (7,405) 334,109 26.88 / 69 / 69 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 26.6 Derivatives Derivative instruments are used to hedge the Group’s exposure to any increases in interest rates on variable rate loans. Interest rate swap contracts are entered into whereby the Group hedges out its variable rate obligation to provide a maximum fixed rate obligation. Details of the interest rate fixed for variable swap instruments are as follows: FINANCIAL INSTITUTION 31 March 2021 Australia and New Zealand Banking Group Westpac Banking Corporation Westpac Banking Corporation NOTIONAL AMOUNT $’000 START DATE END DATE FIXED RATE 30,000 20,000 67,303 24-Dec-19 22-Mar-21 11-Dec-17 24-Dec-24 24-Mar-25 12-Dec-26 1.06% 0.64% 2.58% 26.7 Capital management In terms of the constitutions of IPF I and IPF II, the Group’s gearing ratio must not exceed 55%. The Group is funded partly by unit capital and partly by external borrowings. In terms of its covenants entered into during the year, the Group is committed to a maximum value of external borrowings of 55% of the value of investment property and investment assets. In practice, the Group aims to keep gearing levels between 30% and 40% over the long term. At 31 March 2021, the nominal value of borrowings less cash equivalents was equal to 26.88% of the value of investment properties and equity accounted investments. The board of the Responsible Entity is committed to maintaining a strong capital base, comprising its securityholders’ interests, so as to promote investor, creditor and market confidence and to sustain future development of the business. It is the Group’s stated purpose to deliver medium to long-term sustainable growth in distributions per security. Distributable income is distributed on a six monthly basis. The board of the Responsible Entity monitors the level of distributions to securityholders. There were no changes in the Group’s approach to capital management during the year. The Group is not subject to externally imposed capital requirements. 27. Remuneration of auditor The following fees were paid or payable for services provided by the auditor of Group during the year. All audit and tax services were provided by KPMG. A$’000 Auditor’s remuneration—audit fee Auditor’s remuneration—tax compliance Non-audit service costs for internalisation transaction 28. Subsequent events 3 SEPTEMBER 2020 TO 31 MARCH 2021 (301) (164) (2,012) (2,477) On 19 April 2021 the Group announced that it had entered into agreements to acquire two industrial facilities to be acquired on a fund- through basis, being 57–83 Mudgee Street, Kingston QLD for a total land consideration of A$3.1 million which is expected to be completed in December 2021 and Lot 24 Dunhill Crescent, Morningside QLD for a total land consideration of A$1.3 million which is expected to be completed in November 2021. The Group is committed to invest up to A$30.0 million in TAP representing 21.4% of the total equity of TAP (current committed equity of A$140 million). At 31 March 2021, A$6.5 million had been contributed. On 19 April 2021, the Group invested an additional A$9.7 million bringing the total investment to A$16.2 million. Other than the above matters, there is no other item, transaction or event of a material or unusual nature likely that have arisen since the end of the financial year and up until the date of the annual report which significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent years. / 70 / 70 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) Independent Auditor’s Report To the stapled securityholders of Irongate Group Opinion We have audited the Financial Report of Irongate Property Fund II (IPF II) (formerly Investec Australia Property Fund II) as deemed parent presenting the stapled security arrangement of the Irongate Group (the Stapled Group Financial Report). In our opinion, the accompanying Stapled Group Financial Report is in accordance with the Corporations Act 2001, including: • • giving a true and fair view of the Stapled Group’s financial position as at 31 March 2021 and of its financial performance for the period from 3 September 2020 to 31 March 2021; and complying with Australian Accounting Standards and the Corporations Regulations 2001 Basis for opinion The Financial Report of the Stapled Group comprises: • Consolidated statement of financial position as at 31 March 2021. • Consolidated statement of profit or loss and other comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the period then ended. • Notes including a summary of significant accounting policies. (collectively referred to as Financial Statements) • Directors’ Declaration. The Irongate Group (the Stapled Group) consists of Irongate Property Fund II (IPF II), Irongate Property Fund I (IPF I) (formerly Investec Australia Property Fund I) and the entities they controlled at the period- end or from time to time during the financial period. We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Stapled Group, Irongate Property Fund II, Irongate Funds Management Pty Limited (formerly Investec Property Limited) (the Responsible Entity) in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. / 71 / 71 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Key Audit Matters The Key Audit Matters we identified for the Stapled Group are: • Valuation of investment properties • Accounting for the management internalisation transaction and stapling arrangement Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Valuation of investment properties ($1,225m) Refer to accounting policy note 1.10 and note 12 of the Financial Report The key audit matter How the matter was addressed in our audit The valuation of investment properties are a key audit matter as they are significant in value (being 94% of total assets). The properties being valued at fair value increased the judgement applied by us when evaluating evidence available in light of the COVID-19 pandemic. The Stapled Group approached the uncertainty risk using internal methodologies and the use of external valuation experts. We focused on the significant forward looking assumptions the Stapled Group applied in external and internal valuation models with considerations of the impact of COVID-19 including: • Discount rates: these are complicated in nature and differ due to the asset classes, geographies and characteristics of individual investment properties; Capitalisation rates (cap rates): reflects the yield that an investor would look to recover their investment in a particular class of asset; and Forecast cash flows including: market rental income and leasing assumptions. • • Our procedures included: • Understanding the Stapled Group’s process regarding the valuation of investment properties, including specific considerations of the impact of COVID-19; • Assessing the Stapled Group’s methodologies used in the valuation of investment properties for consistency with accounting standards and Group policies; • Assessing the scope, competence and objectivity of external experts engaged by the Stapled Group and internal valuers; • For the total portfolio, taking into account the asset classes, geographies and characteristics of individual investment properties, we assessed the appropriateness of adopted discount and cap rates and market rental income through comparison to market analysis published by industry experts, recent market transactions, other market data points available, inquiries with the Stapled Group and historical performance of the investment properties; • Assessing the appropriateness of the Stapled Group’s leasing assumptions against each property’s actual rental income, weighted average lease expiry and actual vacancy levels; • Checking a sample of actual rental income, weighted average lease expiries and vacancy levels within both internal and external valuations to tenancy schedules as per lease agreements; and / 72 / 72 / 72 / 72 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 The Key Audit Matters we identified for the Key Audit Matters are those matters that, in Key Audit Matters Stapled Group are: • Valuation of investment properties • Accounting for the management internalisation transaction and stapling arrangement our professional judgment, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Valuation of investment properties ($1,225m) Refer to accounting policy note 1.10 and note 12 of the Financial Report The key audit matter How the matter was addressed in our audit The valuation of investment properties are a Our procedures included: key audit matter as they are significant in value (being 94% of total assets). The properties being valued at fair value increased the judgement applied by us when evaluating evidence available in light of the COVID-19 pandemic. The Stapled Group approached the uncertainty risk using internal methodologies and the use of external valuation experts. • Understanding the Stapled Group’s process regarding the valuation of investment properties, including specific considerations of the impact of COVID-19; • Assessing the Stapled Group’s methodologies used in the valuation of investment properties for consistency with accounting standards and Group policies; • Assessing the scope, competence and objectivity of external experts engaged by We focused on the significant forward looking the Stapled Group and internal valuers; assumptions the Stapled Group applied in external and internal valuation models with considerations of the impact of COVID-19 including: • Discount rates: these are complicated in nature and differ due to the asset classes, geographies and characteristics of individual investment properties; • Capitalisation rates (cap rates): reflects the yield that an investor would look to recover their investment in a particular class of asset; and • Forecast cash flows including: market rental income and leasing assumptions. • For the total portfolio, taking into account the asset classes, geographies and characteristics of individual investment properties, we assessed the appropriateness of adopted discount and cap rates and market rental income through comparison to market analysis published by industry experts, recent market transactions, other market data points available, inquiries with the Stapled Group and historical performance of the investment properties; • Assessing the appropriateness of the Stapled Group’s leasing assumptions against each property’s actual rental income, weighted average lease expiry and actual vacancy levels; • Checking a sample of actual rental income, weighted average lease expiries and vacancy levels within both internal and external valuations to tenancy schedules as per lease agreements; and • Assessing the disclosures in the financial report including checking the sensitivity analysis calculations, using our understanding obtained from our testing, against accounting standard requirements. This was considered in light of the impact of COVID-19 on the portfolio. Accounting for the management internalisation transaction & stapling arrangement ($40m) Refer to notes 2, 14, 18 and 19 of the Financial Report On 30 November 2020, the Group completed the management internalisation proposal and established the Irongate Stapled Group consisting of IPF II (incorporated on 3 September 2020) and IPF I. The Stapled Group was formed by IPF I making a capital distribution of $46m to its unitholders which was reinvested in IPF II as issued capital. IPF II then acquired the funds management platform from Investec for a total consideration of $40m. Accounting for the management internalisation transaction and stapling arrangement is a key audit matter given the complexities involved with the transaction including the accounting treatment as an asset acquisition, the newly formed stapled entity structure (Irongate Stapled Group), tax implications and related disclosures. This required involvement of more senior audit personnel and our technical, valuation and tax specialists . Our procedures included: • Reading the executed Implementation Deed and other key contractual arrangements governing the transaction; • Assessing underlying documents regarding the satisfaction of conditions precedent of the Implementation Deed on completion, including unitholder approval, regulatory approvals, third party consents obtained, and restructure steps completed to their corresponding record; • Assessing in conjunction with our technical specialists management’s accounting treatment of the transaction as an asset acquisition or a business combination. This involved assessing the terms of the Implementation Deed, obtained by reading and interpreting the clauses within, against the criteria in the relevant accounting standards; • Assessing in conjunction with our valuation specialists the Management Rights assets acquired fair value by evaluating the key assumptions, such as forecast EBITDA, against recent management fee income and related operating expenses, and the market multiple against comparable entities. • Working with our tax specialists, assessing the tax implications of the newly formed stapled structure and IPF II, through evaluating relevant tax legislation and rulings compared to the terms of the Implementation Deed and our knowledge of the precedents; and • Assessing appropriateness of the financial statements disclosures, using our understanding obtained from our testing and against accounting standard requirements. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 72 / 72 / 73 / 73 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our Auditor’s Report. KPMG Paul Thomas Partner Sydney 5 May 2021 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Other Information Other Information is financial and non-financial information in Irongate Group’s Integrated Annual Report which is provided in addition to the Financial Report and the Auditor’s Report. The Directors of Irongate Funds Management Pty Ltd (formerly Investec Property Limited) (the Responsible Entity) are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors of the Responsible Entity are responsible for: • preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; • • implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and assessing the Stapled Group’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Stapled Group and or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objective is: • • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report. / 74 / 74 Other Information Other Information is financial and non-financial information in Irongate Group’s Integrated Annual Report which is provided in addition to the Financial Report and the Auditor’s Report. The Directors of Irongate Funds Management Pty Ltd (formerly Investec Property Limited) (the Responsible Entity) are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors of the Responsible Entity are responsible for: • preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and assessing the Stapled Group’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Stapled Group and or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objective is: to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report. • • • • A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our Auditor’s Report. KPMG Paul Thomas Partner Sydney 5 May 2021 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 75 / 75 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 This page has been left intentionally blank. / 76 / 76 06 — Irongate Group consolidated financial statements prepared in accordance with the regulatory requirements under JSE Listings Requirements Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Directors’ responsibility statement The directors of Irongate Funds Management Limited (ABN 93 071 514 246), the responsible entity (Responsible Entity) of Irongate Group (IAP or the Group) are responsible for the preparation and fair presentation of the consolidated financial statements of the Group. The consolidated financial statements comprise the: • consolidated statement of profit or loss and other comprehensive income for the period 3 September 2020 to 31 March 2021 • consolidated statement of financial position at 31 March 2021 • consolidated statement of changes in equity for the period 3 September 2020 to 31 March 2021 • consolidated statement of cash flows for the period 3 September 2020 to 31 March 2021 • notes to the consolidated financial statements, which include a summary of significant accounting policies and other explanatory notes • in accordance with International Financial Reporting Standards (IFRS), the constitution of the Funds, the JSE Listings Requirements and the requirements of the Corporations Act 2001 (Cth) (Corporations Act). The directors of the Responsible Entity are also responsible for such internal controls as they determine necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error, and for maintaining adequate accounting records and an effective system of risk management. The directors of the Responsible Entity have made an assessment of the ability of the Group to continue as a going concern and have no reason to believe that the business will not be a going concern in the year ahead. The external auditor is responsible for reporting on whether the consolidated financial statements are fairly presented in accordance with the applicable financial reporting framework. The consolidated financial statements of the Fund, as identified in the first paragraph, were approved under authority of the board of the Responsible Entity on 5 May 2021 and are signed on their behalf by: Richard Longes Independent non-executive chairperson Dated at Sydney 5 May 2021 Graeme Katz CEO Dated at Sydney 5 May 2021 / 78 / 78 Directors' responsibility on financial controls The directors, whose names are stated below, hereby confirm that: (a) the annual financial statements set out on pages 91 to 121, fairly present in all material respects the financial position, financial performance and cash flows of the issuer in terms of IFRS; (b) no facts have been omitted or untrue statements made that would make the annual financial statements false or misleading; (c) internal financial controls have been put in place to ensure that material information relating to the issuer and its consolidated subsidiaries have been provided to effectively prepare the financial statements of the issuer; and (d) the internal financial controls are adequate and effective and can be relied upon in compiling the annual financial statements, having applied the combined assurance model pursuant to principle 15 of the King Code. Where we are not satisfied, we have disclosed to the audit committee and the auditors the deficiencies in design and operational effectiveness of the internal financial controls and any fraud that involves directors and have taken the necessary remedial action. Signed by the CEO and the CFO Graeme Katz Chief Executive Officer Dated at Sydney 5 May 2021 Kristie Lenton Chief Financial Officer Dated at Sydney 5 May 2021 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 79 / 79 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Report of the audit and risk committee The audit and risk committee of the board of the Responsible Entity (Audit and Risk Committee) has pleasure in submitting this report to securityholders as recommended by the King IV Report on Corporate Governance for South Africa 2016 (King IV Code). The Audit and Risk Committee is satisfied that it has considered and discharged its responsibilities in terms of its mandate and charter, the King IV Code and the Corporations Act. As the Group comprising Stapled Securities comprising Irongate Property Fund I and Irongate Property Fund II, who are both Australian registered managed investment schemes under the Corporations Act it has Australian reporting obligations. The Group is required to lodge audited Group consolidated financial statements and the consolidated financial statements of Irongate Property Fund I with the Australian Securities and Investments Commission. This is in addition to the Group’s reporting obligations in South Africa. The Audit and Risk committee is satisfied that the Fund has discharged all of its reporting obligations in Australia and South Africa. The Audit and Risk Committee carried out its duties by inter alia, reviewing the following: • financial management reports • external audit reports • management’s risk assessment • compliance reports Significant matters the Audit and Risk Committee has considered this year in relation to the consolidated financial statements are: • audit quality • audit independence • valuation of investment properties • related party transactions • borrowing classifications, derivatives and debt covenants • going concern The abovementioned information, together with interaction with the external and internal auditors, management and other invitees attending meetings in an ex officio capacity, enabled the Audit and Risk Committee to conclude that the risk management process and systems of internal financial control have been designed and were operating effectively during the financial period. The Audit and Risk Committee is satisfied: • its members have the requisite financial skills and experience to contribute to its deliberations • with the independence and effectiveness of the external auditor, including the provision on non-audit services and compliance with the Group’s policy in this regard • the Responsible Entity has complied with the JSE Listings Requirements and the principles of the King IV Code applicable to the Group • it considered and approved that audit fee payable to the external auditors in respect of the audit for the year ended 31 March 2021 as well as their terms of engagement and scope of the audit • that the appointment of the external auditor is in compliance with the Corporations Act and the JSE Listings Requirements • with the effectiveness of the internal audit function and that the system of internal financial control in all key material aspects is effective and provides reasonable assurance that the financial records may be relied upon for the preparation of the consolidated financial statements • with the expertise and experience of the chief financial officer and the overall adequacy and appropriateness of the finance function The Audit and Risk Committee, having fulfilled the oversight role regarding the reporting process and the annual report, recommends for approval by the board of the Responsible Entity, the annual report and the consolidated financial statements for the year ended 31 March 2021. Sally Herman Chairperson Dated at Sydney 5 May 2021 / 80 / 80 Directors’ report The directors of Irongate Funds Management Limited (formerly Investec Property Limited) (ABN 93 071 514 246), the responsible entity (Responsible Entity) of Irongate Group (IAP or the Group), present their report together with the consolidated financial statements of the Group for the period from 3 September 2020 to 31 March 2021. Irongate Group is a stapled group consisting of Irongate Property Fund I (IPF I) and Irongate Property Fund II (IPF II). The financial statements of the Group comprise IPF I, IPF II and their respective controlled entities. IPF I and IPF II are both managed investment schemes in Australia under the Corporations Act 2001 (Cth) and are subject to regulatory oversight by the Australian Securities and Investments Commission. IPF II was established on 3 September 2020 and stapled to IPF I on 27 November 2020. The implementation date of the management internalisation1 was 30 November 2020 prior to which the Group was known as Investec Australia Property Fund. Effective 7 December 2020, Investec Australia Property Fund changed its name to IPF I and Investec Australia Property Fund II changed its name to IPF II. Refer to Significant changes in state of affairs for further details. IPF I was listed on the exchange operated by JSE Limited (JSE) on 23 October 2013, was listed on the exchange operated by ASX Limited (ASX) on 28 May 2019 and following this was dual primary listed on the ASX and JSE. Following the stapling of IPF I and IPF II, the Group continues to be dual primary listed on the ASX and JSE. The security code on both the JSE and the ASX is IAP and the ISIN is AU0000046005. Securities in IPF I and IPF II are quoted on both the JSE and the ASX and can be moved between the South African sub- register and the Australian sub-register. Securityholders can elect where their securities are traded by holding their security on either the South African sub-register or the Australian sub-register. Directors of the Responsible Entity The following persons were directors of the Responsible Entity during the period from 3 September 2020 up to the date of the annual report, unless otherwise stated: Richard Longes Independent non-executive chairperson Sally Herman Lead independent non-executive director and chairperson of the audit and risk committee of the board of the Responsible Entity (Audit and Risk Committee) Georgina Lynch Independent non-executive director Stephen Koseff Non-executive director Graeme Katz Executive director Hugh Martin Independent non-executive director (resigned 30 November 2020) Sam Leon Non-executive director (resigned 30 November 2020) Directors of the Manager The following persons were directors of Irongate Property Management Pty Limited (formerly Investec Property Management Pty Limited) (Manager) during the period from 3 September 2020 up to the date of the annual report: Graeme Katz Executive director Zach McHerron Executive director Kristie Lenton Executive director Company secretary The company secretary for the period 3 September 2020 up to the date of the annual report was Lucy Spenceley. Principal activities As a result of the internalisation transaction effective 30 November 2020, the principal activities of the Group have diversified. In addition to investing in real estate assets, the Group has taken the first step towards growing its third-party capital and wholesale funds management business with the acquisition of the management rights of IPF I and becoming the manager of a fund comprised of Templewater Australia Property I L.P., Templewater Australia Property Fund I Head Trust and various sub trusts that have been established (or may be established from time to time) (TAP). The Group undertakes investment and asset management services as part of the broadening of the principal activities associated with the internalisation transaction. Group objectives and investment philosophy The Group’s strategy is to invest in office, industrial and retail properties in major metropolitan cities or established commercial precincts in Australia and New Zealand. As a result of the internalisation transaction, IPF II provides investment and asset management services as part of a combined economic group consolidated with IPF I. The Group also provides investment and asset management services in relation to TAP. The objectives of the Group are to: • deliver income and capital returns to securityholders over time • grow and diversify its asset base • maintain a strong corporate governance framework The Group’s investment philosophy, whether on balance sheet or for third party fund, focuses on making investment decisions based on sound underlying property fundamentals, enhancing the quality of the portfolio and identifying opportunities to unlock additional value through active asset management. The Group adheres to this philosophy by utilising the skills of an experienced and well- connected management team with a presence in the Group’s key geographies of Sydney, Melbourne and Brisbane, and through a commitment to sound balance sheet management. Review of operations A detailed review of operations is included in the introduction from the chairperson and the CEO on page 3 of the annual report. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 1. A management internalisation is a transaction where a fund’s unitholders acquire the externally owned responsible entity (and other related management entities) that operate and manage the fund. / 81 / 81 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Directors’ report Continued Financial result For accounting purposes, IPF II has been identified as the parent of the consolidated group. IPF II was established on 3 September 2020 in preparation for the internalisation of the management function. IPF II was dormant between the date of establishment and the implementation date of 30 November 2020. The consolidation of IPF II and IPF I became effective on 30 November 2020 which is the implementation date of the internalisation transaction. The following table summarises the statutory profit for the period 3 September 2020 to 31 March 2021. A$’000 Total revenue and other income Total expenses Net operating income Fair value adjustments Profit before tax Income tax benefits Profit after tax 3 SEPTEMBER 2020 TO 31 MARCH 2021 32,224 (21,952) 10,272 97,510 107,782 2,957 110,739 As at 31 March 2021, the Group’s net tangible assets attributable to securityholders was A$1.43 per security. The below tables and analysis outline the Group results for the year 1 April 2020 to 31 March 2021 compared to the pro forma forecast outlined in the Explanatory Memorandum (EM) associated with the internalisation of the management function. A$’000 Total revenue Total expenses Net operating income Fair value adjustments/ (cost on sale of property) Net profit pre tax Net profit post tax Basic and diluted earnings per security (cents) Basic and diluted headline earnings per security (cents) Distribution (cps) IPF I REVIEWED SIX MONTHS TO 30 SEPTEMBER 2020 IPF I 1 OCTOBER 2020 TO 29 NOVEMBER 2020 IRONGATE GROUP AUDITED RESULTS FOR THE PERIOD 3 SEPTEMBER 2020 TO 31 MARCH 2021 12 MONTH COMBINED RESULTS FOR THE YEAR 1 APRIL 2020 TO 31 MARCH 2021 1 45,207 (17,640) 27,567 10,777 38,344 38,344 6.27 3.23 4.39 2 15,824 (5,950) 9,874 441 10,315 10,315 3 32,224 (21,952) 10,272 97,510 107,782 110,739 18.12 2.07 4.53 93,255 (45,542) 47,713 108,728 156,441 159,398 26.08 7.68 8.92 1. IPF I (then known as Investec Australia Property Fund) reviewed interim results for the six months to 30 September 2020. These can be viewed on the Group’s website at irongategroup.com.au. 2. The results of IPF I for the period 1 October 2020 to 29 November 2020, prior to the implementation of the internalisation transaction and consolidation of IPF II and IPF I. 3. Irongate Group is a stapled group consisting of IPF I and IPF II. IPF II was established on 3 September 2020. For accounting purposes, IPF II has been identified as the parent of the consolidated group. IPF II was established on 3 September 2020 in preparation for the internalisation of the management function. IPF II was dormant between the date of establishment and the implementation date of 30 November 2020. The consolidation of IPF II and IPF I became effective on 30 November 2020 which was the implementation date of the internalisation transaction. / 82 / 82 The below table compares the combined 12 month results of the Group to the forecast disclosed in the EM associated with the internalisation transaction. 12 MONTH COMBINED RESULTS FOR THE YEAR 1 APRIL 2020 TO 31 MARCH 2021 FY21 GROUP PRO FORMA VARIANCE A$’000 Total revenue Total expenses Net operating income Fair value adjustments/(cost on sale of property) Net profit pre tax Net profit post tax Basic and diluted earnings per security (cents) Basic and diluted headline earnings per security (cents) Distribution (cps) The key financial indicators for the Group when comparing the pro forma forecast in the EM to the 12 month combined results are net operating income and the distributions declared/paid for the period 1 April 2020 to 31 March 2021. The net operating income for the Group's combined results is in line with the net operating income outlined in the pro forma forecast in the EM. The Group's distributions declared/paid for the full year of 8.92 cps are in line with the pro forma distributions disclosed in the EM. The variance of basic and diluted earnings per security is largely the result of the fair value assessment on the Group's investment property portfolio, which as outlined below was not forecasted in the EM. The fair value adjustments variance for the 12 month combined results is greater than 10% to the pro forma disclosed in the EM as a result of the Group not forecasting additional fair value adjustments in the Group's investment properties at the time the forecast in the EM was prepared. At the time of preparing the forecast for the EM there was not enough information to support the inclusion of a forecast of the expected fair value of the investment property portfolio as at 31 March 2021. The fair value assessment process undertaken for reporting the group results as at 31 March 2021 factored in the market movements since the time the forecast in the EM was released in October 2020. The detailed process and outcome of the fair value assessment process can be seen in Note 12 to the financial statements. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 93,255 (45,541) 47,714 108,728 156,442 159,398 26.08 7.68 8.92 95,155 (47,599) 47,556 (6,940) 40,615 40,615 6.64 6.95 8.85 (2%) (4%) 0% (1667%) 285% 292% 292% 10% 1% Interests of the Responsible Entity Prior to the internalisation transaction, the Responsible Entity had delegated the management of IPF I to the Manager, which was a wholly owned subsidiary of Investec Group (comprising Investec Limited and Investec plc, being the head entities of the dual listed companies structure, and each of their subsidiaries (Investec Group)). The Responsible Entity was not paid fees during the year. The following fees were paid to the Manager for the period up to the date of the internalisation transaction on 30 November 2020. These fees are not reflected in the statement profit or loss and other comprehensive income but it is reflected in the net assets of IPF I upon the stapling. Following the internalisation, the fees are paid to a controlled entity of IPF II and are eliminated on consolidation of the Group. A$ Asset management fee Property management fee 2021 3,808,008 1,135,884 The Investec Group securityholding in the Group at reporting date is as follows: Investec Bank Limited 2021 – During the period, Investec Bank Limited sold its investment in the Group. / 83 / 83 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Directors’ report Continued Property portfolio A detailed review of the property portfolio is included from page 9 of the annual report. Note 12 to the consolidated financial statements describes the basis for determining fair value of the Group’s properties. Outlook and guidance The Group is targeting distribution growth of between 2% and 3% for FY2022, with the higher end of the range dependent on securing additional commitments and deployment for TAP. The Group’s policy is to pay out between 80% and 100% of FFO, with an expectation for FY2022 to be in the middle of the target range. Contracts with directors Post the internalisation transaction on 30 November 2020, the Group has put in place contracts with the directors of the Responsible Entity and the employees of the Manager. The details are set out in the remuneration report (which has not been audited) on page 32 of the annual report. Corporate governance The Group’s corporate governance framework is set out from page 24 of the annual report. Audit and Risk Committee This forecast is based on the assumptions that the macro-economic environment will not deteriorate markedly, no tenant failures will occur and budgeted renewals will be concluded. Budgeted rental income is based on in force leases, contractual escalations and market-related renewals. The Audit and Risk Committee comprising independent non-executive directors meets regularly with the management team and the external auditor to consider the nature and scope of the assurance activities and the effectiveness of the risk and control systems. Subsequent events to reporting date Auditor On 19 April 2021 the Group announced that it had entered into agreements to acquire two industrial facilities on a fund-through basis, being 57–83 Mudgee Street, Kingston QLD for a total land consideration of A$3.1 million which is expected to be completed in December 2021 and Lot 24 Dunhill Crescent, Morningside QLD for a total land consideration of A$1.3 million which is expected to be completed in November 2021. The Group is committed to invest up to A$30.0 million in TAP representing 21.4% of the total equity of TAP (current committed equity of A$140 million). At 31 March 2021, A$6.5 million had been contributed. On 19 April 2021, the Group invested an additional A$9.7 million bringing the total investment to A$16.2 million. Other than the above matters, there is no other item, transaction or event of a material or unusual nature likely that have arisen since the end of the financial year and up until the date of the annual report which significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent years. Significant changes in state of affairs An implementation deed between Investec Group and the Responsible Entity was executed on 15 October 2020, providing a clear framework for the internalisation of management to the Group which was ultimately approved by securityholders on 17 November 2020, and completed on 30 November 2020. In connection with the internalisation transaction, the Group paid A$40 million to Investec Group and related expenses totalling approximately A$7.7 million were incurred. None of these non-recurring costs form part of distributable earnings. There were no other significant changes in the state of affairs of the Group that occurred during the period. Directors’ interest in securities The directors’ interest in securities is set out in Note 23 to the consolidated financial statements. Directors’ remuneration Directors’ remuneration is set out in the remuneration report on page 32 of the annual report, for the purpose of meeting the requirements of the JSE Listing Rules. KPMG has been appointed by the Responsible Entity as auditor of the Group. Subsidiaries The Group has a number of wholly-owned trusts which hold the Group’s property assets. Details of subsidiaries are set out in Note 24 to the consolidated financial statements. Major securityholders The Group’s major securityholders are set out on page 124 of the annual report. Insurance and indemnification of officers and auditors The Group has paid premiums in respect of a contract insuring all directors and officers of the Group and its related entities against certain liabilities incurred in that capacity. The insurance policies cover former directors and officers of the Responsible Entity. Disclosure of the nature of the liability covered by the insurance and premiums paid is subject to confidentiality requirements under the contract of insurance. The Responsible Entity has entered a deed of indemnity with each of its directors, Graeme Katz (Chief Executive Officer), Kristie Lenton (Chief Financial Officer), Zach McHerron (Fund Manager), Adam Broder (Third Party Capital) and Lucy Spenceley (Company Secretary) providing these persons with an indemnity, to the fullest extent permitted by law, against all losses and liabilities incurred in their respective role for the Group and its related entities. The deeds also require the Group to grant the indemnified person with access to certain Group documents and insure the indemnified persons. In addition, the Group’s and the Responsible Entity’s constitutions provide for the indemnity of officers of the Group/Responsible Entity or its related bodies corporate from liability incurred by a person in that capacity. No indemnity payment has been made under any of the documents referred to above during, or since the end of, the financial year. The Group has not during or since the end of the financial year indemnified or agreed to indemnify an auditor of the Group or of any related body corporate against a liability incurred in their capacity as an auditor. / 84 / 84 Provision for non-audit service by auditor Rounding off The Group may decide to employ the auditor, KPMG, on assignments in addition to their statutory audit duties. Details of the amounts paid to the auditor, which includes the amounts paid for non-audit services and other assurance services, are set out in Note 27 to the consolidated financial statements. The Group is of a kind referred to in ASIC Class Order 2016/191 dated 24 March 2016 and in accordance with that ASIC Class Order, amounts in the consolidated financial statements and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated. Directors have considered the non-audit services and other assurance services provided by the auditor during the financial year. In accordance with advice received from the Audit and Risk Committee, the directors are satisfied that the provision of non-audit services is compatible with, and did not compromise, the general standard of auditor independence imposed by the Corporations Act 2001 for the following reasons: • all non-audit services have been reviewed by the Audit and Risk Committee to ensure they do not impact the impartiality and objectivity of the auditor • none of the services undermine the general principles relating to auditor independence as specified by the Independent Regulatory Board for Auditors Additional financial report As a result of the Group being dual primary listed on both the JSE and ASX, the Group’s financial report for the year ended 31 March 2021 is required to be audited by auditors in both Australia and South Africa to meet the regulatory requirements in both jurisdictions. Due to the varying reporting requirements in Australia and South Africa, two sets of consolidated financial statements have been prepared, where the differences in the two are largely presentation driven. Both copies of the consolidated financial statements are included in the annual report. Signed in accordance with a resolution of the directors of the Responsible Entity. Environmental regulation As a landlord, the operations of the Group are subject to a range of environmental laws and regulations under Commonwealth, State and Territory law. However, the leases attaching to the majority of the properties owned by the Group require the tenant to use reasonable endeavours to prevent contamination at each site and indemnify the Group for any contamination caused by their operations. The Group’s operations are not subject to any significant environmental regulation under Commonwealth, State or Territory legislation. Richard Longes Independent non-executive chairperson Graeme Katz CEO 5 May 2021 5 May 2021 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 85 / 85 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 KPMG Inc KPMG Crescent 85 Empire Road, Parktown, 2193 Private Bag 9, Parkview, 2122, South Africa Web Telephone +27 (0)11 647 7111 +27 (0)11 647 8000 Fax 472 Johannesburg Docex http://www.kpmg.co.za/ Independent Auditor's Report To the stapled securityholders of Irongate Group Report on the audit of the consolidated financial statements Opinion We have audited the consolidated financial statements of Irongate Group (the stapled group) set out on pages 91 to 121, which comprise the consolidated statement of financial position as at 31 March 2021, and the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period then ended, segmental analysis and notes the consolidated financial statements, including a summary of significant accounting policies. to In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Irongate Group as at 31 March 2021, and its consolidated financial performance and consolidated cash flows for the period then ended in accordance with International Financial Reporting Standards. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the stapled group in accordance with the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. KPMG Inc, a South African company and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. Document classification: KPMG Confidential / 86 / 86 KPMG Inc KPMG Crescent 85 Empire Road, Parktown, 2193 Telephone +27 (0)11 647 7111 Fax Docex +27 (0)11 647 8000 472 Johannesburg Private Bag 9, Parkview, 2122, South Africa Web http://www.kpmg.co.za/ Independent Auditor's Report To the stapled securityholders of Irongate Group Report on the audit of the consolidated financial statements Opinion We have audited the consolidated financial statements of Irongate Group (the stapled group) set out on pages 91 to 121, which comprise the consolidated statement of financial position as at 31 March 2021, and the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period then ended, segmental analysis and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Irongate Group as at 31 March 2021, and its consolidated financial performance and consolidated cash flows for the period then ended in accordance with International Financial Reporting Standards. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the stapled group in accordance with the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Valuation of investment properties Refer to accounting policy note 1.10 and note 12 to the consolidated financial statements Key audit matter represents The valuation of investment property (A$1 225 million) is a key audit matter as investment a property the consolidated significant asset on statement of financial position at year end. The properties being valued at fair value increased the judgement applied by us when evaluating evidence available in light of the COVID-19 pandemic. The stapled group approached the uncertainty internal risk methodologies and the use of external valuation experts. using How the matter was addressed in our audit Our audit procedures included the following: • We assessed the stapled group’s process regarding the valuation of investment property, including specific considerations of the impact of COVID-19; • We assessed the stapled group’s methodologies used in the valuations of investment property for consistency with accounting standards and the stapled group policies; • We assessed the scope, competence and objectivity of external experts engaged by the stapled group and internal valuers; We focused on the significant forward- looking assumptions the stapled group applied in external and internal valuation models with particular considerations to the impact of COVID-19 including: • discount rates: these are complicated in nature and differ due to the asset classes, and characteristics of individual investment properties; geographies For the total portfolio, taking into account the asset classes, geographies and characteristics of individual investment properties, we assessed the appropriateness of adopted discount and cap rates and market rental income through comparison to market analysis published by industry experts, recent market transactions, other market data points available, inquiries with the stapled group and historical performance of the investment properties; capitalisation rates (cap rates): reflects the yield that an investor would look to recover their investment in a particular class of asset; and • We assessed the appropriateness of the stapled group’s leasing assumptions against each property’s actual rental income, weighted average lease expiry and actual vacancy levels; forecast cash flows including market rental leasing assumptions. income and Due to the significant judgement and assumptions applied by the directors, the the involvement of external experts, significance of the balance and the work effort from the audit team, the valuation of investment property was considered a key audit matter. • We agreed a sample of actual rental income, weighted average lease expiries and vacancy levels within both internal and external valuations to tenancy schedules as per lease agreements; including • We assessed the disclosures in the consolidated financial statements the sensitivity analysis calculations, using our understanding obtained from our testing, against accounting standards requirements. This was considered in light of the impact of COVID-19 on the portfolio. checking • • • S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 KPMG Inc, a South African company and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. Document classification: KPMG Confidential Document classification: KPMG Confidential / 87 / 87 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Accounting for the management internalisation transaction and stapling arrangement Other information Refer to notes 2, 14, 18 and 19 of the consolidated financial statements Key audit matter the the group On 30 November 2020, completed management internalisation proposal and established the Irongate stapled group consisting of IPF II (incorporated on 3 September 2020) and IPF I. a capital distribution The stapled group was formed by IPF I of making A$46million to its unitholders which was reinvested in IPF II as contributed equity. IPF II then acquired the management right platform from Investec Group for a total consideration of A$40million. for including involved with Accounting the management internalisation transaction and stapling arrangement is a key audit matter given the complexities the transaction the accounting treatment as an asset acquisition, the newly formed stapled entity structure (Irongate stapled group), tax implications and related disclosures. This required involvement of more senior audit personnel and our technical, valuation and tax specialists . How the matter was addressed in our audit Our audit procedures included the following: • We reviewed the executed Implementation Deed and other key contractual arrangements governing the transaction; • Assessed the underlying documents regarding the satisfaction of the conditions precedent of the including Implementation Deed on completion, unitholder approval, regulatory approvals, third party consents obtained, and restructure steps completed to their corresponding record; • Assessed, technical in conjunction with our specialists, management’s accounting treatment of the transaction as an asset acquisition or a business combination. This involved assessing the terms of the Implementation Deed, obtained by reading and interpreting the clauses within, against the criteria in the relevant accounting standards; • Assessed, in conjunction with our valuation specialists, the management rights assets acquired at fair value by evaluating the key assumptions, such as forecast EBITDA, against recent management fee income and related operating expenses, and the market multiple against comparable entities. • Using our internal tax specialists: (a) assessed the tax implications of the newly formed stapled structure and IPF II, through evaluating relevant tax legislation and rulings compared to the terms of the Implementation Deed and our knowledge of the precedents; • Assessed the appropriateness of financial statements disclosures, using our understanding obtained from our testing and against accounting standard requirements. the The directors are responsible for the other information. The other information comprises the information included in the document titled "Irongate Group Annual Report 2021| Integrated annual report and consolidated financial Statements". The other information does not include the consolidated financial statements and our auditor’s report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the consolidated financial statements The directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the directors are responsible for assessing the stapled group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the stapled group or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the stapled group's internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors' use of the going concern basis of accounting and Document classification: KPMG Confidential Document classification: KPMG Confidential / 88 / 88 Accounting for the management internalisation transaction and stapling arrangement Refer to notes 2, 14, 18 and 19 of the consolidated financial statements Key audit matter How the matter was addressed in our audit On 30 November 2020, the group Our audit procedures included the following: completed the management internalisation proposal and established the Irongate stapled group consisting of IPF II (incorporated on 3 September 2020) and IPF I. The stapled group was formed by IPF I making a capital distribution of A$46million to its unitholders which was reinvested in IPF II as contributed equity. IPF II then acquired the management right platform from Investec Group for a total consideration of A$40million. Accounting for the management internalisation transaction and stapling arrangement is a key audit matter given the complexities involved with the transaction including the accounting treatment as an asset acquisition, the newly formed stapled entity structure (Irongate stapled group), tax implications and related disclosures. This required involvement of more senior audit personnel and our technical, valuation and tax specialists . • We reviewed the executed Implementation Deed and other key contractual arrangements governing the transaction; • Assessed the underlying documents regarding the satisfaction of the conditions precedent of the Implementation Deed on completion, including unitholder approval, regulatory approvals, third party consents obtained, and restructure steps completed to their corresponding record; • Assessed, in conjunction with our technical specialists, management’s accounting treatment of the transaction as an asset acquisition or a business combination. This involved assessing the terms of the Implementation Deed, obtained by reading and interpreting the clauses within, against the criteria in the relevant accounting standards; • Assessed, in conjunction with our valuation specialists, the management rights assets acquired at fair value by evaluating the key assumptions, such as forecast EBITDA, against recent management fee income and related operating expenses, and the market multiple against comparable entities. • Using our internal tax specialists: (a) assessed the tax implications of the newly formed stapled structure and IPF II, through evaluating relevant tax legislation and rulings compared to the terms of the Implementation Deed and our knowledge of the precedents; • Assessed the appropriateness of the financial statements disclosures, using our understanding obtained from our testing and against accounting standard requirements. Other information The directors are responsible for the other information. The other information comprises the information included in the document titled "Irongate Group Annual Report 2021| Integrated annual report and consolidated financial Statements". The other information does not include the consolidated financial statements and our auditor’s report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the consolidated financial statements The directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the directors are responsible for assessing the stapled group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the stapled group or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the stapled group's internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors' use of the going concern basis of accounting and S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Document classification: KPMG Confidential Document classification: KPMG Confidential / 89 / 89 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the stapled group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the stapled group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on other legal and regulatory requirements In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that KPMG Inc. has been the auditor of Irongate Group for one year. We also report that KPMG Inc. was previously the auditor of Investec Australia Property Fund for seven years. KPMG Inc. Registered Audit Per Tracy Middlemiss Registered Auditor Chartered Accountant (SA) Director 5 May 2021 Document classification: KPMG Confidential / 90 / 90 based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the stapled group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the stapled group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on other legal and regulatory requirements In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that KPMG Inc. has been the auditor of Irongate Group for one year. We also report that KPMG Inc. was previously the auditor of Investec Australia Property Fund for seven years. KPMG Inc. Registered Audit Per Tracy Middlemiss Registered Auditor Chartered Accountant (SA) Director 5 May 2021 Consolidated statement of profit or loss and other comprehensive income For the period from 3 September 2020 to 31 March 2021 A$’000 Property revenue Interest income Other income Share of equity accounted profit/(loss) Total revenue and other income Property expenses Finance costs Other expenses Transaction costs Total expenses Fair value adjustments Profit before tax Income tax benefits Profit after tax Total comprehensive income attributable to: Owners of the group Non-controlling interests Total comprehensive income attributable Basic and diluted earnings per security—Group (cents) The Notes on pages 98 to 121 are an integral part of these consolidated financial statements. NOTE 3 15 4 8 5 6 7 9 11 3 SEPTEMBER 2020 TO 31 MARCH 2021 31,692 12 1,227 (707) 32,224 (7,330) (3,017) (3,890) (7,715) (21,952) 97,510 107,782 2,957 110,739 (7,395) 118,134 110,739 18.12 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Document classification: KPMG Confidential / 91 / 91 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Consolidated statement of financial position As at 31 March 2021 A$’000 ASSETS Non-current assets Investment properties Investment property under development Property, plant and equipment Intangible assets Equity accounted investments Deferred tax assets Current assets Cash and cash equivalents Receivables and other assets Total assets EQUITY AND LIABILITIES Equity Contributed equity—owners of the group Retained earnings—owners of the group Non-controlling interests Non-current liabilities Long-term borrowings Trade and other payables Financial instruments held at fair value Current liabilities Trade and other payables Distributions payable Total equity and liabilities Number of securities in issue—Group (‘000) Weighted average number of securities in issue—Group (‘000) Net tangible asset value per security—Group (A$)1 The Notes on pages 98 to 121 are an integral part of these consolidated financial statements. 1. Net tangible asset value per security is calculated by dividing net tangible assets by the number of securities in issue. NOTES 2021 12 13 14 15 9 17 16 18 19 20 21 21 10 1,285,909 1,225,356 11,600 661 39,528 5,807 2,957 13,067 7,405 5,662 1,298,976 913,033 46,723 (7,395) 873,705 348,925 339,063 9,026 836 37,018 9,322 27,696 1,298,976 611,298 611,298 1.43 / 92 / 92 Consolidated statement of changes in equity For the period from 3 September 2020 to 31 March 2021 OWNERS OF THE GROUP CONTRIBUTED EQUITY RETAINED EARNINGS TOTAL – 46,723 NON-CONTROLLING INTEREST – – TOTAL – 46,723 – 783,267 783,267 – – – A$’000 Balance as at 3 September 2020 Issue of capital Net Assets of IPF I on stapling to IPF II Total comprehensive income attributable to securityholders 3 September 2020 to 31 March 2021 Distributions paid/payable to ordinary securityholders – 46,723 – – – Balance at 31 March 2021 46,723 (7,395) 39,328 The Notes on pages 98 to 121 are an integral part of these consolidated financial statements. (7,395) (7,395) – – 118,134 (27,696) 873,705 110,739 (27,696) 913,033 / 93 / 93 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 NOTES 22 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Consolidated statement of cash flows For the period 3 September 2020 to 31 March 2021 A$’000 Cash flows from operating activities Rental income received Other income received Property expenses Operating expenses Cash generated from operations Finance income received Finance costs paid Distribution paid to securityholders Net cash (used in) operating activities Cash flows (used in) investing activities Investment property acquired Investment property under development acquired Acquisition costs and capital expenditure—investment properties Acquisition cost and capital expenditure—investment property under development Management rights platform acquired Transaction cost on management internalisation Cash balance of IPF I on stapling to IPF II Equity accounted investment acquired Net cash outflow used in investing activities Cash flows from financing activities Borrowings raised Repayment of loans Net cash inflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period The Notes on pages 98 to 121 are an integral part of these consolidated financial statements. 2021 31,414 785 (5,479) (4,055) 22,665 12 (3,923) (26,832) (8,078) (24,750) (3,886) (4,369) (4,698) (40,000) (7,715) 40,008 (6,514) (51,924) 71,907 (4,500) 67,407 7,405 – 7,405 / 94 / 94 Segmental analysis The Group has determined the reportable segments to be on three separate segments, being office assets, industrial assets, and property funds management: 1. The Group’s investment properties are made up of office and industrial assets. This is the first segment basis determined to be relevant to report and is consistent with the sectoral spread disclosure of the portfolio in the Group’s property landscape (refer to Section 1 of the Annual Report—Overview). 2. The Group’s investment properties are geographically spread over the states of Australia and New Zealand. These disclosures are consistent with the geographical spread disclosure of the portfolio in the Group's property landscape (refer to Section 1 of the Annual Report—Overview). 3. The property funds management segment comprises investment management services and property management services. The primary measure of performance of each operating segment is net property and other income. The Group’s operating segment results are reported monthly to the Group’s chief executive officer, who is the chief operating decision maker. A$’000 OFFICE INDUSTRIAL PROPERTY FUNDS MANAGEMENT Statement of profit or loss and other comprehensive income for the period 3 September 2020 to 31 March 2021 21,657 253 21,910 (5,946) 15,964 45,255 – (4,864) – 9,527 255 9,782 (1,384) 8,398 49,104 3,016 – – 56,355 60,518 – – – – – – – – (707) (707) Revenue from external customers, excluding straight-line rental revenue adjustment Straight-line rental revenue adjustment Property revenue Property expenses Net property income Fair value adjustments—investment properties Fair value adjustments—Investment property under development Fair value adjustments—foreign currency revaluation Share of equity accounted losses Total segment results Other expenses Transaction costs Fair value adjustment on interest rate swaps Fair value adjustment on foreign currency Finance costs Finance income Other income Profit before tax for the period 3 September 2020 to 31 March 2021 TOTAL 31,184 508 31,692 (7,330) 24,362 94,359 3,016 (4,864) (707) 116,166 (3,890) (7,715) 3,360 1,639 (3,017) 12 1,227 107,782 Statement of financial position extract at 31 March 2021 Investment properties at 31 March 2021 819,856 405,500 Investment property under development at 31 March 2021 Equity accounted investments at 31 March 2021 Intangible assets Other assets not managed on a segmental basis Total assets as at 31 March 2021 – – – 11,600 – – – – 5,807 39,528 1,225,356 11,600 5,807 39,528 16,685 1,298,976 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 95 / 95 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Segmental analysis Continued A$’000 VICTORIA QUEENSLAND SOUTH AUSTRALIA WESTERN AUSTRALIA NEW SOUTH WALES AUSTRALIAN CAPITAL TERRITORY NORTHERN TERRITORY NEW ZEALAND MANAGEMENT TOTAL PROPERTY FUNDS Statement of profit or loss and other comprehensive income for the period 3 September 2020 to 31 March 2021 Revenue from external customers, excluding straight-line rental revenue adjustment Straight-line rental revenue adjustment Revenue Property expenses Net property income Fair value adjustments–investment properties Fair value adjustments–Investment property under development Fair value adjustments–foreign currency revaluation Share of equity accounted losses Total segment results Other expenses Transaction costs Fair value adjustment on interest rate swaps Fair value adjustment on foreign currency Finance costs Finance income Other income Profit before tax for the period 3 September 2020 to 31 March 2021 Statement of financial position extracts at 31 March 2021 Investment properties at 31 March 2021 Investment property under development at 31 March 2021 Equity accounted investments at 31 March 2021 Intangible assets Other assets not managed on a segmental basis Total assets as at 31 March 2021 5,169 155 5,324 (1,098) 4,226 22,529 – – – 2,964 10 2,974 (1,261) 1,713 117 3,016 – – 1,056 (37) 1,019 (98) 921 3,387 – – 26,755 4,846 4,308 6,788 50,483 12,504 1,148 10,041 – – – 227,750 – – – 149,750 11,600 – – 37,750 – – – 63,000 466,750 107,350 29,400 143, 606 1,667 79 1,746 (276) 1,470 5,318 12,100 273 12,373 (2,470) 9,903 40,580 3,112 (108) 3,004 (450) 2,554 9,950 – – – – – – – – – – – – – – – – – – – – – 902 62 964 (54) 910 238 – – – – – – – 4,214 74 4,288 (1,623) 2,665 12,240 (4,864) – – – – – – – – – – – – – – – (707) (707) – – 5,807 39,528 31,184 508 31,692 (7,330) 24,362 94,359 3,016 (4,864) (707) 116,166 (3,890) (7,715) 3,360 1,639 (3,017) 12 1,227 107,782 1,225,356 11,600 5,807 39,528 16,685 1,298,976 / 96 / 96 A$’000 VICTORIA QUEENSLAND SOUTH AUSTRALIA Statement of profit or loss and other comprehensive income for the period 3 September 2020 to 31 March 2021 Revenue from external customers, excluding straight-line rental revenue adjustment Straight-line rental revenue adjustment Fair value adjustments–investment properties Fair value adjustments–Investment property under development Fair value adjustments–foreign currency revaluation Share of equity accounted losses Revenue Property expenses Net property income Total segment results Other expenses Transaction costs Finance costs Finance income Other income Fair value adjustment on interest rate swaps Fair value adjustment on foreign currency Profit before tax for the period 3 September 2020 to 31 March 2021 Statement of financial position extracts at 31 March 2021 Investment properties at 31 March 2021 Investment property under development at 31 March 2021 Equity accounted investments at 31 March 2021 Intangible assets Other assets not managed on a segmental basis Total assets as at 31 March 2021 5,169 155 5,324 (1,098) 4,226 22,529 – – – – – – – 2,964 10 2,974 (1,261) 1,713 117 3,016 – – – 149,750 11,600 – – 1,056 (37) 1,019 (98) 921 3,387 – – – – – – WESTERN AUSTRALIA NEW SOUTH WALES AUSTRALIAN CAPITAL TERRITORY NORTHERN TERRITORY NEW ZEALAND PROPERTY FUNDS MANAGEMENT 1,667 79 1,746 (276) 1,470 5,318 – – – 12,100 273 12,373 (2,470) 9,903 40,580 – – – 3,112 (108) 3,004 (450) 2,554 9,950 – – – 902 62 964 (54) 910 238 – – – 26,755 4,846 4,308 6,788 50,483 12,504 1,148 4,214 74 4,288 (1,623) 2,665 12,240 – (4,864) – 10,041 – – – – – – – – – – – – – (707) (707) – TOTAL 31,184 508 31,692 (7,330) 24,362 94,359 3,016 (4,864) (707) 116,166 (3,890) (7,715) 3,360 1,639 (3,017) 12 1,227 107,782 227,750 37,750 63,000 466,750 107,350 29,400 143, 606 – – – – – – – – – – – – – – – – – 5,807 39,528 1,225,356 11,600 5,807 39,528 16,685 1,298,976 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 97 / 97 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Notes to the consolidated financial statements For the period from 3 September 2020 to 31 March 2021 Corporate information Working capital management Irongate Group was formed by stapling of two entities: Irongate Property Fund II (IPF II) (formerly Investec Australia Property Fund II) and Irongate Property Fund I (IPF I or the Trust) (formerly Investec Australia Property Fund) which are collectively referred to as Irongate Group (the Group or IAP). The Group utilises its monthly cash flows to pay down its debt facility whilst maintaining the facility limit. The Group will draw this cash back from the debt facility in order to pay the final distribution in June 2021. This results in the most efficient use of the Group’s cash flows. IPF II was established on 3 September 2020 and stapled to IPF I on 27 November 2020. The implementation date of the management internalisation was 30 November 2020 prior to which the Group was known as Investec Australia Property Fund. Effective 7 December 2020, Investec Australia Property Fund changed its name to IPF I and Investec Australia Property Fund II changed its name to IPF II. The financial report of the Group for the period from 3 September 2020 to 31 March 2021 was authorised for issue in accordance with a resolution of the directors of the Responsible Entity on 5 May 2021. The Group is domiciled in Australia. The Responsible Entity is incorporated and domiciled in Australia. The nature of the operations and principal activities of the Group are described in the directors’ report. The registered office of the Responsible Entity is located at: Level 13, 95 Pitt Street Sydney NSW 2000 Australia Going concern The financial statements have been prepared on a going concern basis. The Board have considered the impacts of the COVID-19 pandemic on the tenants in the Groups’ investment properties, investments, debt and capital markets, investment property valuations and the broader economic environment and concluded none of these represent material uncertainty that may cast doubt upon the Groups’ ability to continue as a going concern. The Group is in a net current liability position of A$24.0 million as at 31 March 2021. The net current liability position is principally due to the final distribution declared. It is anticipated that it will be paid from the undrawn debt under the current loan facility (refer to Note 20 Borrowings). The Group has prepared a cashflow forecast 15 months from issuance of the financial statements which indicates that the Group is expected to have positive ongoing cashflows. Therefore notwithstanding the net current liability position at 31 March 2021, the Group considers the going concern assumption to be appropriate and is confident that the Group will be able to pay all liabilities as and when they become due and payable. / 98 / 98 1. Accounting policies and basis of preparation 1.1 Basis of preparation 1.1.1 Statement of compliance The annual financial statements are prepared in accordance with and compliance with International Financial Reporting Standards, as issued by the IASB, its interpretations adopted by the IASB, the SAICA Financial Reporting Guide as issued by the Accounting Practices Committee and Financial pronouncements as issued by Financial Reporting Standards Council and the JSE Listing Requirements. 1.1.2 Cross stapling A stapled security comprises one IPF I unit ‘stapled’ to one unit in IPF II to create a single listed security traded on the ASX and the JSE. The stapled securities cannot be traded or dealt with separately. The stapled security structure will cease to operate on the first of: • IPF I or IPF II resolving by special resolution in a general meeting, and in accordance their respective constitutions, to terminate the stapled security structure; or • IPF I or IPF II commencing winding up. Consolidated financial statements of the stapled group are required to be prepared, audited and lodged as part of the reporting obligations of the Group under the JSE Listing Requirements. 1.1.3 Reporting entity In accordance with IFRS 3 Business Combinations and IFRS 10 Consolidated Financial Statements, one of the stapled entities is required to be identified as the parent entity for the purpose of preparing consolidated financial reports. In accordance with this requirement, IPF II has been identified as the parent entity of the consolidated group and deemed acquirer of IPF I in the stapling arrangement. The financial report includes consolidated financial statements for IPF II comprising IPF II and its controlled entities and IPF I and its controlled entities, for the period from 3 September 2020 to 31 March 2021. IPF I and IPF II are both Australian registered managed investment schemes under the Corporations Act 2001. Both IPF I and IPF II are for profit entities. 1.1.4 Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position: • derivative financial instruments are measured at fair value; • investment property is measured at fair value; and • investments accounted as equity accounted investments. 1.1.5 Functional and presentation currency The consolidated financial statements are presented in Australian dollars (A$), which is IAP’s functional currency. IAP is of a kind referred to in ASIC Class Order 2016/191 dated 24 March 2016 and in accordance with that ASIC Class Order, all financial information presented in A$ has been rounded to the nearest thousand unless otherwise stated. 1.1.6 Use of estimates and judgements The preparation of the consolidated financial statements in conformity with IFRS requires the board of the Responsible Entity to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or the period of the revision and future periods if the revision affects both current and future periods. Intangible assets acquired by the Group, which have a indefinite life are recognised initially at cost. Subsequent to initial recognition the recoverable amount is estimated at each reporting date. Refer to Note 14 to the consolidated financial statements for information on best estimates on the recoverable amount of intangible assets. Derivative financial instruments are valued based on broker quotes and are tested for reasonableness at each reporting date. Estimation uncertainty at balance date, that may have a significant risk of resulting in a material adjustment to the carrying amounts of assets within the next financial year relates to the valuation of investment properties. Refer to Note 12 to the consolidated financial statements for information on best estimates used in the valuation of investment properties. 1.2 Basis of consolidation 1.2.1 Controlled entities The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of controlled entities are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. All subsidiaries are 100% owned companies and trusts and controlled by the Group with no restrictions. 1.2.2 Transactions eliminated on consolidation Intra-Group balances and transactions, and any unrealised income and expenses arising from intra-Group transactions, are eliminated. 1.3 Segmental reporting Determination and presentation of operating segments. The Group has the following operating segments: • office properties; • industrial properties; and • property funds management. The above segments are derived from the way the business of the Group is structured, managed and reported to the chief operating decision-makers. The Group manages its business in the office and industrial property sectors where resources are specifically allocated to each sector in achieving the Group’s stated objectives. Segment results include revenue and expenses directly attributable to a segment and the relevant portion of enterprise revenue and expenses that can be allocated on a reasonable basis to a segment. Segment assets comprise those assets that are directly attributable to the segment on a reasonable basis. Segment capital expenditure is the total cost incurred during the period on investment property in each segment. 1.4 Revenue recognition The Group recognises revenue that depict the transfer of promised good or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. / 99 / 99 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Rental income Revenue from investment property in terms of leases comprises gross rental income and recoveries of operating costs, net of goods and services tax (GST). Rental income is recognised in profit or loss on a straightline basis over the term of the rental agreement where the revenue under the lease terms is fixed and determinable. For leases where revenue is determined with reference to market reviews or inflationary measures, revenue is not straightlined and is recognised in accordance with lease terms applicable for the period. Recoverable outgoings Within the Group’s lease arrangements, certain services are provided to tenants (such as utilities, cleaning and maintenance) which are accounted for within IFRS 15 Revenues from Contracts with Customers. As the Group has the primary responsibility in delivering these services revenues are recognised on a gross basis. A portion of the consideration within the lease arrangements are allocated to revenue for the provision of services based on the standalone selling method. The service revenue is recognised over time as services are provided and based on the annual estimates, with the estimates reconciled at least annually. These are invoiced monthly based on an annual estimates basis. The consideration is due 30 days from the invoiced date. 1.5 Lease incentives and commissions Any lease incentives provided to a tenant under the terms of a lease such as fit-outs or cash incentives are first capitalised to investment property and then recognised as an expense or reduction in revenue on a straightline basis over the term of the lease. Leasing commissions paid to agents on signing of lease agreements are recognised as an expense on a straightline basis over the term of the lease. 1.6 Finance income Finance income includes interest earned on cash invested with financial institutions which are recognised in the profit or loss on an accrual basis using the effective interest method. 1.7 Finance costs Finance costs include interest expense and other borrowing costs which are recognised in the profit or loss on an accrual basis using the effective interest method. 1.8 Earnings per security Basic earnings per security is determined by dividing the profit or loss of the Group by the weighted average number of securities outstanding during the financial year. There are no instruments in issue that could potentially result in a dilution in earnings per security in the future. 1.9 Financial instruments The Group recognises financial instruments when it becomes party to the contractual provisions of the instrument. Financial instruments are initially recognised at their fair value plus, for financial assets or financial liabilities not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial assets or financial liabilities. All other transaction costs are recognised in profit or loss immediately. Any gains or losses on these instruments arising from fair value adjustments, where appropriate, do not affect distributable earnings. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. 1.9.1 Trade and other receivables Trade and other receivables are subsequently measured at amortised cost using the effective interest method, less any allowance under the expected credit loss (ECL) model. At each reporting period, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit-impaired when one or more events that has a detrimental impact on the estimated future cash flows of the financial asset have occurred (as described below). The Group recognises loss allowances at an amount equal to lifetime ECL on trade and other receivables. Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of the trade receivables and are a probability- weighted estimate of credit losses. Credit losses are measured as the difference between cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive. The Group analyses the age of outstanding receivable balances and applies historical default percentages adjusted for other current observable data as a means to estimate lifetime ECL, including: • significant financial difficulty of a tenant; and • default or delinquency by a tenant. The Group also incorporates forward-looking information by considering economic data and market outlook views by external valuers. Debts that are known to be uncollectable are written off when identified. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or significant delinquency in payments (more than 90 days past due) are considered indicators that the trade receivable is impaired, given all these events would impact the estimated future cashflows of the Group’s trade receivables. The Group may write off financial assets which are still subject to enforcement activity when there is no reasonable expectation of recovery. 1.9.2 Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in fair value. Cash and cash equivalents are subsequently measured at amortised cost. 1.9.3 Trade and other payables Trade and other payables are subsequently measured at amortised cost using the effective interest method. Any gains or losses on derecognition of trade and other payables are recognised in profit or loss. 1.9.4 Derivative financial instruments The Group utilises derivative financial instruments to hedge its exposure to interest rate risk arising from its financing activities. The Group does not hold or issue derivative financial instruments for trading purposes. Derivatives are not designated as hedges for accounting purposes and are accounted for at fair value. After initial recognition, all derivative instruments are subsequently recorded in the statement of financial position at fair value, with gains and losses recognised in profit or loss. / 100 / 100 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 1.9.5 Borrowings Long-term borrowings are subsequently measured at amortised cost using the effective interest method. Borrowings are classified as non-current unless they are repayable within 12 months. 1.10 Investment properties When the Group acquires property or a group of properties either directly or by obtaining control of entities that own investment properties, an evaluation is performed as to whether such acquisitions should be accounted for as business combinations or asset acquisitions of investment properties. An acquisition is not considered to be a business combination if at the date of the acquisition of the entity/property, it does not meet the definition of a business (i.e. inputs, processes and outputs). In particular where the integrated activities (i.e. processes) deemed necessary to generate outputs are not present. Properties held by the Group which are held for rental income or capital appreciation are classified as investment properties. Investment properties are initially recognised at cost including transaction costs. Investment properties are subsequently measured at fair value, with fair value gains and losses recognised in profit or loss. Investment property consists of land and buildings, installed equipment that is an integral part of the building and land held to earn rental income. The fair value of investment property also includes components relating to lease incentives and straightline rental receivables. Costs incurred subsequent to initial acquisition are capitalised when it is probable that future economic benefits will flow to the Group those costs can be reliably measured. An investment property is classified as held for sale as it will be recovered principally through a sale transaction rather than through continuing use. The asset is available for sale in its present condition subject only to terms that are usual and customary for sales of such assets. Basis of valuation of property held for sale is conditional sales contract. The sale is considered to be highly probable and expected to settle within the next 12 months. A property interest under an operating lease is classified and accounted for as an investment property when it is held to earn rental income. Any such property interest under an operating lease classified as investment property is carried at fair value. Should any properties no longer meet the Group’s investment criteria and are sold, any profits or losses will be recognised in profit or loss. Investment property is maintained, upgraded and refurbished where necessary, in order to preserve or improve the capital value as far as it is possible to do so. Maintenance and repairs which neither materially add to the value of the properties nor prolong their useful lives are recognised in profit or loss as an expense. Independent valuations are obtained on a rotational basis, ensuring that every property is valued at least once every 24 months by an external independent valuer. The directors value the remaining properties that have not been independently valued semi-annually on an open market basis. Directors’ valuations are prepared by considering the aggregate of the net annual rental receivable from the properties and where relevant, associated costs, using the discounted cash flow method and the capitalisation rate method. The directors believe that their valuations accurately represent the fair value. Note 12 to the consolidated financial statements describes the basis for determining fair value of the Group’s properties. Gains or losses on subsequent measurement or disposals of investment properties (calculated as the difference between the net proceeds from disposal and the carrying amount) are recognised in S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 profit or loss. Such gains or losses are excluded from the calculation and determination of distributable earnings. Investment properties under development are stated at fair value at each balance date. Fair value is assessed with reference to reliable estimate future cash flows, status of the development and the associated risk profile. Finance costs incurred on properties undergoing development are included in the cost of the development. 1.11 Intangible assets The management right acquired by the Group is accounted for as an intangible asset and are not amortised as they are assumed to have an indefinite life, given they are expected to be used beyond any foreseeable horizon where a platform of funds under management is being acquired which gives rise to contractual of other legal rights and they are routinely renewed at minimal cost and on broadly similar terms. Intangible assets are initially measured at cost. Subsequent expenditure on intangible assets is capitalised only if it is probable that it will increase the future economic benefits associated with the specific asset. Intangibles with an indefinite useful life are tested for impairment annually. After initial recognition, intangible assets are measured at cost less impairment losses, if any. Impairment losses are recognised to statement of profit or loss and other comprehensive income when incurred. 1.12 Investments accounted for using equity method The Group’s investments in associates are accounted for using the equity method of accounting in the consolidated financial statements. An associate is an entity in which the Group has significant influence but not control over the financial and operating polices. The financial statements include the Group’s share of income and expense of equity accounted investees from the date that significant influence commences until the date that significant influence ceases. Investments in associates are carried at the lower of the equity accounted carrying amount and the recoverable amount. When the Group’s share of losses exceeds its interest in an entity accounted investee, the carrying amount of that interest reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payment on behalf of the investee. Dividends from associates represent a return on the Group’s investment and, as such, are applied as a reduction to the carrying value of the investment. Unrealised gains arising from transactions with equity accounted investments are eliminated against the investment in the associate to the extent of the Group’s interest in the associate. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Other movements in associates’ reserves are recognised directly in the Group’s consolidated reserves. 1.13 Lease agreements as lessor A finance lease is a lease that transfers substantially all of the risks and rewards incidental to ownership of an asset. An operating lease is a lease other than a financial lease. The Group is party to numerous lease agreements in the capacity as lessor of the investment properties. All agreements are operating leases. Where classified as operating leases, lease payable/receivable are charged/credited in the profit or loss on a straightline basis over the lease term. Contingent lease (if any) are accrued to the statement of profit or loss and other comprehensive income when incurred. / 101 / 101 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Initial direct costs incurred in negotiating and arranging an operating lease are recognised in profit or loss over the term of the lease. 1.14 Lease agreements as lessee All leases are accounted for by recognising a lease liability and corresponding right-of-use asset with the exception of low value asset leases and short-term leases that run for less than twelve months, which are expensed on a straightline basis in the consolidated statement of profit and loss and other comprehensive income. Lease liabilities are initially measured at the present value of future lease payments, discounted using the interest rate of the Group’s incremental borrowing rate. Lease liabilities are subsequently increased by interest expense on lease liabilities and reduced by the lease payments. Lease modifications also have impact on the carrying amount of lease liabilities. Interest expense on the lease liabilities and any variable lease payments not included in the measurement of the lease liabilities are recognised in the consolidated statement of profit and loss and other comprehensive income in the period to which they relate. Right-of-use assets are initially measured at cost less depreciation and impairment and subsequently adjusted for any remeasurement of the lease liability. Cost includes the amount of the initial lease liability, adjusted for any related lease prepayments or incentives received, any initial indirect costs incurred and make good costs. Right-of-use assets that do not meet the definition of investment property are depreciated on a straightline basis from commencement date to the earlier of the end of lease term of its useful life. The lease term includes the periods of any options to extend only when considered reasonably certain to be exercised. 1.15 Property, plant and equipment Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts in incurred. Similarly, when each major inspection is performed. Its cost is recognised in the carrying amount of plant and equipment as replacement only if it is eligible for capitalisation. Depreciation is provided on a prime cost value basis on all property, plant and equipment and is based on their useful lives. The assets’ residual values, useful lives and amortisation methods are reviewed, adjusted if appropriate, at each financial year end. 1.16 Provisions, contingent liabilities and contingent assets Provisions are liabilities of uncertain timing or amount, and are recognised as soon as the Group has a legal or constructive obligation which will lead to an outflow of economic resources to settle the obligation as a result of a past event and a reliable estimate can be made of the amount of the obligation. Contingent assets and contingent liabilities are not recognised. Provisions are measured by at the best estimate of expenditure to settle the present obligation. 1.17 Employee benefits Short-term benefits Short-term employee benefits obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount of past service provided by the employee and the obligation can be estimated reliably. Termination benefits Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting period, the are discounted to their present value. 1.18 Taxation Taxation of the Group Securityholders may receive attribution managed investment trust (AMIT) distributions from the Group. IPF I Under current income tax legislation, IPF I (as a REIT, which is a flow-through structure) is not subject to Australian income tax on any of the net income derived by IPF I, provided that its activities are limited to deriving rental income from real property directly or indirectly held by the IPF I and deriving gains from sale of real property held for rental purposes; and it fully distributes its distributable income(as defined in the IPF I’s constitution), subject to amounts permitted to be retained, to investors year-on-year during or within three months after the relevant income year. Furthermore, IPF I and management arrangements are structured to meet the required criteria to be classified as an AMIT for Australian tax purposes. As an AMIT, IPF I will be required to withhold tax in Australia at a concessional rate of 15% on distributions to individual and institutional investors in South Africa (including distributions of capital gains) to the extent that it is not a ‘tax deferred distribution’, a distribution of interest income or non-Australian sourced income. A ‘tax deferred distribution’ is the excess of cash distributed over the securityholders’ proportionate share of the Australian taxable income of the IPF I. As the IPF I is an AMIT, the Responsible Entity will be required to withhold tax in Australia at 10% on Australian sourced interest income. The New Zealand sourced income is subject to the corporate tax rate in New Zealand of 28%, and is not subject to Australian withholding tax. IPF II IPF II is considered to be a public trading trust and therefore it is taxed as a company under current income tax legislation and taxed at the corporate tax rate of 30%. Corporate tax paid by IPF II will generate franking credits, which should be available to distribute to Australian resident and foreign resident securityholders by way of franked dividends. To the extent a dividend is unfranked, a final withholding tax of 15% would generally apply from dividends paid to individual investors in South Africa. Income tax expense comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that they related to a business combination, or items recognised directly in equity or in other comprehensive income. Current and deferred tax Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted at reporting date, and any adjustment to tax payable in respect of prior year. Deferred / 102 / 102 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss and taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that have been enacted by balance date and are expected to apply when the related deferred income asset is realised, or the deferred income tax liability is settled. Deferred income tax liabilities and assets—recognition Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets are reviewed each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax liabilities are recognised for all taxable temporary differences. Net deferred tax assets or liabilities Deferred tax assets and liabilities are offset when there is legally enforceable right to offset current tax assets and liabilities, when the deferred tax balances related to the same taxation authority and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Tax relating to equity items Current and deferred tax balances attributable to amount recognised directly in equity are recognised directly in equity. GST GST is a tax levied or imposed in Australia pursuant to the GST Act 1999 or otherwise on a supply. Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the consolidated statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST components of investing and financing activities, which are disclosed as operating cash flows. 1.19 Unit capital Ordinary unit capital Units are classified as equity when the units are redeemable only at the Responsible Entity’s option, and any distributions are discretionary. The issued unit capital represents the amount of consideration received for units issued in IPF I and IPF II. Transaction costs of an equity transaction are accounted for as a deduction from equity. All securities are fully paid. The securityholders are entitled to receive distributions as declared from time-to-time and are entitled to one vote per stapled security at the annual general meeting of IAP. All securities rank equally with regard to IAP’s residual assets. 1.20 New accounting standards adopted by the Group The Group applied the following accounting standards amendments that became mandatory for the first time during the reporting period: IFRS 3 Business Combinations to clarify the definition of a business The amendments to IFRS 3 applies to transactions that are either business combinations or asset acquisitions for which the S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 January 2020. The standard requires business to determine whether a transaction or other event is a business combination by applying the definition in this standard, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, the reporting entity shall account for the transaction or other event as an asset acquisition. The Group has elected to apply the optional concentration test to the recent acquisition of the funds management platform by IPF II, and determined that IAP can account the acquisition as an asset acquisition rather a business combination. 1.21 Accounting standards applicable to the Group not yet effective Annual improvement to IFRS Standards 2018-2020 reference to the Conceptual Framework (Amendments to IFRS3) This amendment adds to IFRS 3 a requirement that, for transactions and other events within the scope of IAS 37 or IFRIC 21, an acquirer applies IAS 37 or IFRIC 21 (instead of the Conceptual Framework) to identify the liabilities it has assumed in a business combination and explicit statement that an acquirer does not recognise contingent assets acquired in a business combination. Classification of liabilities as current or non-current (Amendments to IAS 1) Under existing IAS 1 requirements, companies classify a liability as current when they do not have an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period. As part of its amendments, the Board has removed the requirement for a right to be unconditional and instead, now requires that a right to defer settlement must have substance and exist at the end of the reporting period. It is expected that the changes will have minimal impact to the Group. 2. Business combination During the period, the proposal to internalise IPF I’s management function was approved by the securityholders, and implemented on 30 November 2020. In connection with the internalisation transaction, the Group paid A$40 million to Investec Group. A$39.5 million is presented as an intangible asset in the consolidated statement of financial position (refer to Note 14). Related expenses of A$7.7 million is included in the consolidated statement of profit or loss and other comprehensive income (refer to Note 6). None of these non-recurring costs form part of distributable earnings. The internalisation transaction was treated as an asset acquisition rather than a business combination because the Group elected to apply and met the optional concentration test under IFRS 3 (refer to Note 1.20). As at 30 November 2020 the units in IPF I were stapled to the units in IPF II which was then known as IAP (refer to Note 18). The Group deemed IPF II as the parent in the stapling arrangement with IPF I. The equity attributable to other entities stapled to the parent (i.e. IPF I) is presented as non-controlling interests (NCI) in the statement of financial position of the Group (refer to Note 19 for further details on NCI). The Group also deemed that IPF II is a trading public trust and therefore it is taxed under current income tax legislation (refer to Notes 1.18 and 9). / 103 / 103 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 3. Property revenue A$’000 Contracted rental income Recoverable outgoings Revenue, excluding straightline rental revenue adjustment Straightline rental revenue adjustment 4. Property expenses A$’000 Statutory expenses Electricity Insurance Cleaning Building management Repairs and maintenance Amortisation of fitout expenses Tenant rechargeable expenditure Air-conditioning Fire protection Lift and escalators Emergency generators Leasing fee Legal and marketing expenses Non recoverable property expenses Other property expenses 5. Other expenses A$’000 Depreciation expenses Employee benefits expenses Other expenses 6. Transaction costs Transaction costs on management internalisation Total transaction costs 3 SEPTEMBER 2020 TO 31 MARCH 2021 27,198 3,986 31,184 508 31,692 3 SEPTEMBER 2020 TO 31 MARCH 2021 (2,600) (533) (988) (421) (770) (332) (259) (173) (189) (132) (177) (145) (168) (146) (91) (206) (7,330) 3 SEPTEMBER 2020 TO 31 MARCH 2021 (37) (2,605) (1,248) (3,890) 3 SEPTEMBER 2020 TO 31 MARCH 2021 (7,715) (7,715) / 104 / 104 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 7. Fair value adjustments A$’000 Fair value adjustments—investment property Fair value adjustments—investment property under development Fair value adjustments—interest rate swaps Fair value adjustments—foreign currency revaluation Total fair value adjustments 8. Finance costs A$’000 Finance costs on borrowings and derivatives Total finance costs Refer to Note 20 for details on borrowings 9. Income tax expenses The table below relate to income tax for the Group’s income tax paying entities. a. Income tax expenses: A$’000 Current tax expenses Deferred tax expense Income tax expense in the statement of comprehensive income b. Reconciliation of income tax expense to prima facie tax payable: A$’000 Profit before income tax expense Prima facie tax expenses/(benefit) at 30% Less: IPF I profit not subject to tax Tax effect of amounts not deductible/assessable in calculating income tax expense: Non-deductible expenses Others Income tax benefit c. Current tax balances A$’000 Current tax payable d. Deferred tax balances A$’000 Deferred tax assets Deferred tax (liabilities) Net total S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 3 SEPTEMBER 2020 TO 31 MARCH 2021 94,359 3,016 3,360 (3,225) 97,510 3 SEPTEMBER 2020 TO 31 MARCH 2021 (3,017) (3,017) 3 SEPTEMBER 2020 TO 31 MARCH 2021 – 2,957 2,957 3 SEPTEMBER 2020 TO 31 MARCH 2021 107,782 32,335 (35,440) 2 146 (2,957) AS AT 31 MARCH 2021 – AS AT 31 MARCH 2021 2,965 (8) 2,957 / 105 / 105 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 e. Reconciliation of deferred tax balances A$'000 Net deferred tax asset attributable to: Property, plant and equipment Equity accounted investment Accrued expenses Transaction costs Income tax loss carried forward Net deferred tax liabilities attributable to: Property, plant and equipment Net total 10. Distribution per security OPENING BALANCE 3 SEPTEMBER 2020 RECOGNISED IN PROFIT OR LOSS RECOGNISED IN EQUITY BALANCE 31 MARCH 2021 – – – – – – – – – 2 212 1,035 1,689 27 2,965 (8) (8) 2,957 – – – – – – – – – 2 212 1,035 1,689 27 2,965 (8) (8) 2,957 A$’000 PERIOD FOR DISTRIBUTION TOTAL DISTRIBUTION A$’000 SECURITIES IN ISSUE (‘000) DISTRIBUTION PER SECURITY (A$ CENTS) 3 September 2020 to 31 March 2021 27,696 611,298 4.53 11. Earnings per security A$’000 Reconciliation of basic earnings to headline earnings Profit for the period Less: net fair value adjustment—investment properties Less: fair value adjustment—investment property held under development Less: Share of equity accounted profit/(loss) Headline earnings attributable to securityholders Basic and diluted earnings per security—Group Basic and diluted headline earnings per security—Group Securities in issue at the end of the year—Group (‘000) Weighted average number of securities in issue—Group (‘000) Reconciliation of weighted average number of securities in issue: Securities at the beginning of the period—Group Weighted average number of securities in issue—Group 30 NOVEMBER 2020 TO 31 MARCH 2021 110,739 (94,358) (3,016) (707) 12,658 CENTS 18.12 2.07 611,298 611,298 611,298 611,298 Headline earnings is profit for the period adjusted for fair value adjustments on investment property. Headline earnings are a measure of the Group’s earnings based solely on operational activities and in the case of the Group will exclude fair value adjustments and profits or losses on sale of properties. As required by the JSE Listing requirements headline earnings per security is calculated using Circular 1/2019. / 106 / 106 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 12. Investment properties Investment properties held by the Group are accounted for as asset acquisitions when the integrated activities deemed necessary to generate outputs are not present at acquisition. The Group concluded that all the acquisition of properties in the current financial year were asset acquisitions. (a) Valuation basis The basis of valuation of investment properties is fair value. Fair values are based on market values, being the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. The Group’s policy is to value investment properties at each reporting period, with independent valuations performed on a rotational basis to ensure each property is valued at least once every 24 months by an independent external valuer (in compliance with the Group’s debt facility). Where a property is not due for an independent valuation, internal valuations are undertaken at the end of reporting period. The valuation methods include the discounted cash flow (DCF) method and income capitalisation method. The mid-point is generally taken between the DCF and income capitalisation method. (b) Fair value assessment results External valuations External valuations were conducted for 23 properties in the portfolio for the second half of the year. External valuations were conducted by Colliers International, Urbis, Savills and CBRE who are all registered as Certified Practising Valuers with the Australian Property Institute. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 107 / 107 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Directors’ valuations As at 31 March 2021, there were eight properties where fair value was based on directors’ valuations. At each reporting date, the directors update their assessment of the fair value of each property in accordance with the Group’s valuation policy. As at 31 March 2021, investment properties to the value of A$1,225.4 million is held as security under the syndicated facility agreement drawn down to a value of A$341.5 million. All of the investment properties located in New South Wales, Victoria, South Australia, Queensland, Western Australia, Northern Territory and New Zealand are held under freehold interests. All of the properties located in the Australian Capital Territory are held under leasehold interests with the earliest termination date in 2088 and no lease payment obligations. Gains and losses recorded in profit or loss for recurring fair value measurements categorised within Level 3 of the fair value hierarchy amount to A$94.4 million and are presented in profit and loss in the line item ‘fair value adjustment’. PROPERTY PORTFOLIO A$’000 INDUSTRIAL PORTFOLIO 47 Sawmill Circuit, Hume ACT 57 Sawmill Circuit, Hume ACT 24 Sawmill Circuit, Hume ACT 44 Sawmill Circuit, Hume ACT 2–8 Mirage Road, Direk SA 30–48 Kellar Street, Berrinba QLD 165 Newton Road, Wetherill Park NSW 24 Spit Island Close, Newcastle NSW 67 Calarco Drive, Derrimut VIC 66 Glendenning Road, Glendenning NSW 85 Radius Drive, Larapinta QLD 54 Miguel Road, Bibra Lake WA 24 Rodborough Road, Frenchs Forest NSW 6–8 and 11 Siddons Way, Hallam VIC 36–42 Hydrive Close, Dandenong South VIC 103 Welshpool Road, Welshpool WA 70 Grand Trunkway, Gillman SA 16 Dawson Street, East Arm NT 153 Main Beach Road, Pinkenba QLD Office Portfolio 449 Punt Road, Cremorne VIC 35–49 Elizabeth Street, Richmond VIC 2404 Logan Road, Eight Mile Plains QLD 186 Reed Street, Greenway ACT 21–23 Solent Circuit, Baulkham Hills NSW 266 King Street, Newcastle NSW 113 Wicks Road, Macquarie Park NSW 324 Queen Street, Brisbane QLD 20 Rodborough Road, Frenchs Forest NSW 2 Richardson Place, North Ryde NSW 100 Willis Street, Wellington NZ1 24 Wormald Street, Symonston ACT Total Investment Properties 1. Converted at spot rate of 1.0877 at 31 March 2021. LATEST EXTERNAL VALUATION CONSOLIDATED CARRYING VALUE DATE VALUATION 2021 30-Sep-20 31-Mar-21 31-Mar-21 30-Sep-20 30-Sep-20 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 10-Oct-19 12-Feb-21 31-Mar-21 31-Mar-21 30-Sep-20 30-Sep-20 31-Mar-21 31-Mar-20 31-Mar-21 31-Mar-20 31-Mar-21 31-Mar-21 31-Mar-21 31-Mar-21 12,200 13,900 14,500 10,400 8,750 9,500 33,500 12,000 12,300 38,250 19,500 33,000 24,500 23,750 25,700 30,000 29,000 29,000 24,750 61,500 104,500 17,500 25,750 68,000 77,000 33,000 76,750 66,000 110,000 143,606 30,500 12,700 13,900 14,500 10,500 8,750 9,500 33,500 12,000 12,300 38,250 19,500 33,000 24,500 23,750 25,700 30,000 29,000 29,400 24,750 61,500 104,500 17,000 25,250 68,000 81,500 33,000 79,000 66,000 110,000 143,606 30,500 1,225,356 / 108 / 108 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) (c) Valuation process Capitalisation rates The fair value for all investment properties of A$1,225.4 million has been undertaken under the Level 3 fair value hierarchy, where unobservable inputs have been utilised in the valuation techniques. For all investment property that are measured at fair value, the current use of the property is considered the highest and best use. Valuation techniques used to derive Level 3 fair values The Group determines a property’s value within a range of reasonable fair value estimates and in making this assessment, considers information from a variety of sources including: • Current prices for comparable investment properties; • Discounted cash flows based on estimates of future cash flows; and • Capitalised income projections based on estimated net market income, and a capitalisation rate based on market analysis. Under the DCF approach, a property’s fair value is estimated by projecting a series of cash flows over a specified time horizon (typically 10 years) and discounting this cash flow, including the projected exit or terminal value, at a market-derived discount rate. Projected cash flows are derived from contracted or expected market rents, operating costs, lease incentives, capital expenditure and future income on vacant space. The net present value of the discounted cash flow represents the fair value of the property. The income capitalisation approach involves estimating the potential sustainable gross market income of a property from which annual outgoings are deducted to derive the net market income. Net market income is then capitalised in perpetuity at an appropriate market derived capitalisation rate (market yield). Appropriate capital adjustments are then made where necessary to reflect the specific cash flow profile and general characteristics of the property. Capitalisation rates are derived from the yields indicated by sales of comparable properties. It factors in risk with regard to a property’s location, quality, strength of the tenant covenant and length of secured cashflows. Industrial Demand for industrial properties has increased over the past twelve months. The sector has proven to be resilient during recent times of economic uncertainty. The large volume of sales activity weighted towards the second half of the Group’s financial period ended 31 March 2021 has demonstrated the strength of the industrial market and the main driver for taking 14 out of the Group’s 18 industrial properties for external valuation at 31 March 2021 (excluding 153 Main Beach Road, Pinkenba QLD, acquired in 2021). At 31 March 2021, the weighted average capitalisation rate used in valuing the Group’s industrial portfolio was 5.83%. Office Office sales volumes were impacted by the COVID-19 pandemic, with prospective purchasers demonstrating caution around the unknown economic impacts of the Government lead restrictions implemented. Transaction volumes reduced significantly, especially in CBD markets. Generally, office yields have remained relatively steady, with metropolitan office markets being favoured by investors/occupiers due to affordable rents and a more decentralised model. Properties with minimal vacancy, long WALE with strong tenant covenants have seen strong demand and ultimately have seen tightening of investment metrics. The weighted average capitalisation rate used in valuing the Group’s office portfolio was 6.12%. Discount rates At reporting date, the key assumptions used by the Group in determining fair value were as follows: At 31 March 2021 the weighted average discount rate was 6.77% for the office portfolio and 16.71% for the industrial portfolio. INDUSTRIAL Capitalisation rate Discount rate Terminal yield Rental growth rate OFFICE Capitalisation rate Discount rate Terminal yield Rental growth rate 31 MARCH 2021 Market rental growth 4.50–7.75% 5.50–8.00% 4.75–8.00% 1.95–3.29% Market rental growth is the projected year on year change in market rent based on factors such as population growth, demand for space and expected supply and new developments within markets. A key driver of the DCF calculation outcome is market rental growth, where a property’s projected cash flow comprises of actual rental income, speculative rental income, and rental income growth. 31 MARCH 2021 5.50–8.00% 6.13–8.25% 5.75–8.13% 2.15–3.51% Market rent and rental growth have a material impact on the outcome of the terminal value calculation, as terminal market rent is a function of the current market rent and the 10 year CAGR. The terminal market rent is divided by the terminal capitalisation rate to determine the terminal value. At 31 March 2021, the market rental growth (10-year CAGR) utilised in the valuation of the Group’s property portfolio was 2.99%. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 109 / 109 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Significant unobservable inputs For all classes of investment property the significant unobservable inputs below are used to determine the fair value measurement of investment property at the measurement date. Movement in any of the unobservable inputs is likely to have an impact on the fair value of investment property. Vacancy rates and weighted average lease expiry are data points used in the fair value calculations and are not included in the significant unobservable inputs below. The higher the market rent or 10-year compound annual growth rate, the higher the fair value. The higher the capitalisation rate, terminal yield or discount rate, the lower the fair value. The following significant unobservable inputs have been considered to determine the fair value of measurement at the end of the reporting period: Capitalisation rate Discount rate Increases/(decreases) in the capitalisation rate would (decrease)/ increase estimated fair value Increases/(decreases) in the discount rate would (decrease)/increase estimated fair value The rate at which net market income is capitalised to determine the value of a property. The rate is determined with regards to market evidence. The rate of return used to convert a monetary sum, payable or receivable in the future, into present value. Theoretically it should reflect the opportunity cost of capital, that is, the rate of return the capital can earn if put to other uses having similar risk. The rate is determined with regards to market evidence Terminal yield Increases/(decreases) in the terminal yield would result in (decreases)/ increases in the estimated fair value The capitalisation rate used to convert income into an indication of the anticipated value of the property at the end of the holding period when carrying out a discounted cash flow calculation. The rate is determined with regards to market evidence. Market rent and rental growth Increases/(decreases) in market rent and rental growth would increase/ (decrease) estimated value The rent at which a space could be let in the market including rental growth in future years at the date of valuation. Market rent includes gross rent and net rent. Gross rent is where outgoings are incorporated in the rent being paid. Net market rent is where the owner recovers outgoings from the tenant on a pro-rata basis (where applicable). (d) Uncertainty around property valuations In response to the uncertainty surrounding the impacts of the COVID-19 pandemic, the Group has assessed the carrying value of its investment properties in light of this. Sensitivity analysis has been undertaken to stress test the impacts of investment and market parameters adopted as part of the fair value assessment. In the event the impacts are more material or prolonged than anticipated (refer to Note 12(h)), this may have further impact to the fair value of the Group’s property portfolio, and the future price achieved if a property is sold. (e) Contractual obligations/capital commitments At 31 March 2021, the Group included forecast cost associated with the aluminium cladding panel assessment and remediation for two properties in the portfolio within the valuation of these properties rather than a separate provision. A$’000 449 Punt Road, Cremorne VIC 35–49 Elizabeth Street, Richmond VIC 2021 650 1,200 1,850 / 110 / 110 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) (f) Leasing arrangements as lessor The Group leases office and industrial properties under operating leases. Contractual amounts due in terms of operating lease agreements are receivable as follows: A$'000 Minimus lease payments due to the Group under non-cancellable operating leases of investment property are receivable as follows: Less than 1 year Between 1 and 2 years Between 2 and 3 years Between 3 and 4 years Between 4 and 5 years More than 5 years 2021 87,439 81,900 70,293 60,497 40,812 105,973 446,914 Investment property comprises a number of commercial properties and industrial that are leased to third parties. The significant majority of leases are subject to annual rent reviews that are fixed or indexed to consumer prices. Subsequent renewals are negotiated with the lessee and historically, the average renewal period is five years. No contingent rents are charged. (g) Movement in investment properties’ carrying value A$’000 Cost Accumulated fair value adjustment Investment properties Straightline rental revenue receivable Carrying value Movement in investment properties Opening balance IPF I balance on stapling to IPF II Acquisitions Foreign currency revaluation on property Acquisition costs and capital expenditure Fair value adjustment on revaluation of investment properties (refer to Note 7) Straightline rental revenue adjustment Carrying value at end of the period (h) Sensitivity analysis 2021 985,813 225,073 1,210,886 14,470 1,225,356 – 1,104,909 24,750 (4,864) 5,694 94,359 508 1,225,356 As a result of the COVID-19 pandemic, there is still some uncertainty surrounding the economic impacts of the Government lead restrictions to property values. Assumptions made within the Group’s valuations in respect of investment parameters, market growth outlook, and re-letting assumptions have sought to consider the impact of the COVID-19 pandemic on market conditions, albeit in an environment where market uncertainty exists. The results of the sensitivity analysis below demonstrates that stress testing the material unobservable inputs by the ranges disclosed would result in a movement of A$70.2 million if discount rate and cap rate was softened by 0.50%. Even at this unlikely worst-case scenario, this would not result in the Group’s financial position being materially impacted to the point the Group would reconsider its position as a going concern. CAPITALISATION RATE MOVEMENT A$’000 Discount rate movement 0% 0.25% 0.50% 0% 1,225,356 1,214,258 1,203,238 0.25% 1,201,355 1,190,193 1,179,173 0.50% 1,177,320 1,166,158 1,155,138 / 111 / 111 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 13. Investment property under development 16. Receivables and other assets A$’000 Opening balance Acquisitions Acquisition costs and capital expenditure Fair value adjustment Net carrying amount at 31 March 2021 14. Intangible assets A$’000 Opening balance Additions Impairments 2021 – 3,886 4,698 3,016 11,600 2021 – As at 31 March 2021, the Group granted A$0.7 million of rental relief to tenants in the form of rental waivers and A$1.1 million in the form of rental deferrals as required for qualifying tenants under the National Cabinet’s Mandatory Code of Conduct for SME commercial leasing principles during the COVID-19 pandemic which has been given effect by state and territory legislation. For non-qualifying tenants the principles of the code were taken into account in the consideration of deferral requests. Deferrals granted have been agreed with tenants to be repaid over periods between October 2020 and September 2022. Consideration of the impact of COVID-19 on tenants has been incorporated into the assessment as at 31 March 2021 based on discussions held to date with each tenant and on any other information known about the tenant and/or their trading conditions. As at 31 March 2021, the Group had nil allowance for credit losses. 39,528 A$’000 – Prepaid expenses Net carrying amount at 31 March 2021 39,528 Trade debtors Intangible assets represent the management rights platform acquired by IPF II during the period. The intangible asset acquired has been determined to have an indefinite useful life and required to be tested for impairment annually. At 31 March 2021 the recoverable amount is considered to be the acquisition cost and is not impaired. The valuation basis of the intangible asset to assess the fair value of the management rights is the forecast EBITDA of IPF II multiplied by a market multiple. 15. Equity accounted investment Sundry debtors Total receivables and other assets 17. Cash and cash equivalents A$’000 Cash held on call account Total cash and cash equivalents A$’000 Opening balance at 3 September 2020 Equity contributions Share of equity accounted loss Net carrying amount at 31 March 2021 2021 – 6,514 (707) 5,807 The Group is committed to invest up to A$30 million in TAP representing 21.4% of the total equity of TAP (current committed equity of A$140 million). As at 31 March 2021, A$6.5 million has been contributed. TAP is an unlisted Australian opportunity fund which was launched in December 2019. TAP seeks to invest in opportunistic real estate transactions in Australia and New Zealand with a shorter-term investment horizon than more passive investments, including value add and real estate backed debt opportunities which require more active management. 2021 3,303 1,185 1,174 5,662 2021 7,405 7,405 / 112 / 112 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 18. Contributed equity A$’000 Issued Issue of capital In issue at the end of period Weighted average number of securities in issue 2021 46,723 46,723 27,800 IPF II was established by IPF I making a capital distribution to the holders of units in IPF I (equal to A$0.0764 per IPF I unit), with such distribution being mandatorily applied by holders of IPF I units to subscribe for new units in IPF II of A$46.7 million. Issued capital comprises of ordinary units fully paid. The stapling of IPF I units to IPF II units in accordance with the IPF I and IPF II constitutions occurred on 27 November 2020. A stapled security comprises one unit in IPF I and one unit in IPF II. Holders of stapled securities are entitled to receive distributions as declared from time to time and are entitled to one vote per security at securityholders' meetings. In the event of a winding up, securityholders rank after creditors and are fully entitled to any net proceeds of liquidation. The Group does not have authorised capital or par value in respect of the issued stapled securities. 19. Non-controlling interest Under AAS, stapled entities are required to separately identify equity attributable to the parent entity from equity attributable to other entities stapled to the parent. The equity attributable to other entities (IPF I) stapled to the parent (IPF II) is presented as non-controlling interests in the statement of financial position of the Group. The following table summaries the information relating to IPF I that has material NCI. A$’000 NCI percentage Non current assets Current assets Non current liabilities Current liabilities Net assets Issued capital Returned earnings Net assets attributable to NCI Revenue Profit Other comprehensive income Total comprehensive income Profit allocate to NCI Other comprehensive income allocated to NCI Cash flows from operating activities Cash flows from investment activities Cash flow from financing activities Net increase (decrease) in cash and cash equivalents IPF I 100% 1,236,956 10,393 345,307 28,337 873,705 649,679 224,026 873,705 31,704 118,134 – 118,134 118,134 – (7,487) (51,140) 24,407 (31,220) / 113 / 113 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 TRANCHE EXPIRY DATE INTEREST RATE 01-Apr-24 01-Apr-26 01-Apr-25 28-Mar-24 30-Nov-25 22-Dec-29 BBSY+1.5500%1 BBSY+1.5500%1 BBSY+1.5500%1 BBSY+1.4500%1 BBSY+1.7000%1 3.4% 20. Borrowings A$’000 Loans—secured—bank debt ANZ Facility—Tranche G ANZ Facility—Tranche H ANZ Facility—Tranche I Westpac Facility—Tranche N Westpac Facility—Tranche P Westpac Facility—PGIM Total long-term borrowings—secured Capitalised loan establishment costs Total value of interest-bearing borrowings Movement in borrowings Opening balance IPF I balance on stapling to IPF II Interest charged Interest paid Additional borrowing acquired Repayments Closing balance at the end of the year 2021 20,000 75,000 25,000 55,000 16,514 150,000 341,514 (2,451) 339,063 – 274,107 3,017 (3,017) 71,907 (4,500) 341,514 The Group’s LVR2 was 26.88% as at 31 March 2021. At 31 March 2021 the approved facility limit of the loan facility was A$435.0 million with A$93.5 million undrawn. The Group’s policy is to hedge at least 75% of interest rate risk. At year end, 78.3% of borrowings were hedged using interest rate swaps, locking in a blended rate (including margin and line fees) of 2.84% for a weighted average term of 6.1 years. 21. Trade and other payables A$’000 Security deposits Income received in advance Lease liabilities Employee entitlement Other payables Trade and other payables-non current Accrued expenses Trade creditors Lease liabilities Income received in advance GST payable Other payables Trade and other payables-current 1. Varies based on gearing levels. 2. LVR is a non-IFRS measure. 2021 581 4,246 532 3,250 417 9,026 3,502 1,181 107 2,924 510 1,098 9,322 / 114 / 114 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 22. Reconciliation of cash flows from operating activities A$’000 Profit before tax for the period Adjusted for: Fair value adjustments—investment properties Fair value adjustments—investment property under development Fair value adjustments—derivatives Fair value adjustments—foreign currency revaluation Straightline rental revenue adjustment Working capital movement Change in trade and other receivables Change in trade and other payables Change in capital expenses Transaction cost on management internalisation Share equity accounted losses Distributions paid Net cash from operating activities 23. Key management personnel (KMP) compensation A$’000 Short-term employee benefits Other long-term employee benefits Post-employment benefits 2021 107,782 (94,359) (3,016) (3,360) 3,225 (508) (5,138) 7,746 (2,040) 7,715 707 (26,832) (8,078) 30 NOVEMBER 2020 TO 31 MARCH 2021 717 35 22 774 Individual directors’ and KMP compensation disclosures Information regarding individual directors’ and KMP compensation and equity instruments disclosure is provided in the remuneration reports within the Annual Report. Movements in securities The movement during the reporting period in the number of securities in IAP held directly, indirectly or beneficially, by each KMP including their related parties, is as follows: Directors Sam Leon Graeme Katz Richard Longes1 Sally Herman Georgina Lynch2 Stephen Koseff3 HELD AT 3 SEPTEMBER 2020 PURCHASES SALES 4,000,000 229,296 56,819 37,879 67,493 170,733 – 41,000 65,000 – – – (700,000) – – – – – There have been no changes in these holdings since the end of the reporting period. The related party transaction in relation to the RE is set out in the Directors’ report on page 83. 1. Through Gemnet Pty Ltd. 2. Through G Lynch Investments Pty Ltd. 3. Through Sheryl Koseff and SK Employee Trust. HELD AT 31 MAR 2021 3,300,000 270,296 121,819 37,879 67,493 170,733 / 115 / 115 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 24. Group entities The consolidated financial statements incorporate the assets, liabilities and results of the following controlled entities in accordance with the accounting policy described in Note 1.2. All subsidiaries are established in Australia and are 100% owned and controlled by the parent entity with no restrictions. IPF I and IPF II enter into transactions with its wholly owned trusts and companies. These transactions mainly involve the payment of distributions between trusts and lending of funds between the trusts. Intertrust and intercompany loans are repayable upon demand, unsecured and non-interest bearing. NAME OF ENTITY Held directly by IPF II Irongate Property Holdings Pty Limited (Prior 30 November 2020: Investec Australia Property Holdings Pty Limited) Irongate Property Management Trust (Prior 30 November 2020: Investec Australia Management Trust) Irongate Funds Management Limited (Prior 30 November 2020: Investec Property Limited) Irongate Property Management Pty Limited (Prior 30 November 2020: Investec Property Management Pty Limited) Irongate Property No.1 Pty Limited (Prior 30 November 2020: Investec Wentworth Pty Limited) Irongate Property No.2 Pty Limited (Prior 30 November 2020: Investec Propco Pty Limited) Irongate Templewater No.1 Pty Limited (Prior 30 November 2020: Investec Templewater No.1 Pty Limited) Irongate Templewater No.2 Pty Limited (Prior 30 November 2020: Investec Templewater No.2 Pty Limited) Held directly by IPF I INTERTRUST LOAN BALANCE 2021 A$'000 – 520 – – – – – – Irongate Property Hold Trust No.1 (Prior 30 November 2020: Investec Australia Hold Trust No.1) (54,003) Irongate Property Sub Trust No.1 (Prior 30 November 2020: Investec Australia Sub Trust No.1) Irongate Property Sub Trust No.2 (Prior 30 November 2020: Investec Australia Sub Trust No.2) Irongate Property Sub Trust No.3 (Prior 30 November 2020: Investec Australia Sub Trust No.3) Irongate Property Sub Trust No.4 (Prior 30 November 2020: Investec Australia Sub Trust No.4) Irongate Property Sub Trust No.5 (Prior 30 November 2020: Investec Australia Sub Trust No.5) Irongate Property Sub Trust No.6 (Prior 30 November 2020: Investec Australia Sub Trust No.6) Irongate Property Sub Trust No.7 (Prior 30 November 2020: Investec Australia Sub Trust No.7) Irongate Property Sub Trust No.8 (Prior 30 November 2020: Investec Australia Sub Trust No.8) Irongate Property Sub Trust No.9 (Prior 30 November 2020: Investec Australia Sub Trust No.9) Irongate Property Sub Trust No.10 (Prior 30 November 2020: Investec Australia Sub Trust No.10) Irongate Property Sub Trust No.11 (Prior 30 November 2020: Investec Australia Sub Trust No.11) Irongate Property Sub Trust No.12 (Prior 30 November 2020: Investec Australia Sub Trust No.12) Irongate Property Sub Trust No.13 (Prior 30 November 2020: Investec Australia Sub Trust No.13) Irongate Property Sub Trust No.14 (Prior 30 November 2020: Investec Australia Sub Trust No.14) Irongate Property Sub Trust No.15 (Prior 30 November 2020: Investec Australia Sub Trust No.15) Irongate Property Sub Trust No.16 (Prior 30 November 2020: Investec Australia Sub Trust No.16) Irongate Property Sub Trust No.17 (Prior 30 November 2020: Investec Australia Sub Trust No.17) Irongate Property Sub Trust No.18 (Prior 30 November 2020: Investec Australia Sub Trust No.18) Irongate Property Sub Trust No.19 (Prior 30 November 2020: Investec Australia Sub Trust No.19) Irongate Property Sub Trust No.20 (Prior 30 November 2020: Investec Australia Sub Trust No.20) Irongate Property Sub Trust No.21 (Prior 30 November 2020: Investec Australia Sub Trust No.21) Irongate Property Sub Trust No.22 (Prior 30 November 2020: Investec Australia Sub Trust No.22) Irongate Property Sub Trust No.23 (Prior 30 November 2020: Investec Australia Sub Trust No.23) Irongate Property Sub Trust No.24 (Prior 30 November 2020: Investec Australia Sub Trust No.24) Irongate Property Sub Trust No. 25 Irongate Property Sub Trust No. 26 Irongate Property Sub Trust No. 27 Irongate Property Sub Trust No. 28 Irongate Property Sub Trust No. 29 Irongate Property Sub Trust No. 30 3,848 (5,503) (3,155) 427 (1,501) 75,347 87 (110) (358) (2,697) (360) 165 (271) (2,258) (974) (3,706) 506 (4,228) (3,911) 445 242 695 31 (5,361) 1,759 – – – – – / 116 / 116 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 25. Parent entity disclosures A$’000 The parent of the Group is IPF II Result of parent entity Net loss for the period Other comprehensive income Total comprehensive income for the period from 3 September 2020 to 31 March 2021 2021 (5,998) – (5,998) Financial position of parent entity at period end 31 March 2021 Current assets Non current assets Total assets Current liabilities Non current liabilities Total liabilities Net assets Total equity of parent entity comprising of: Contributed equity Retained earnings Total equity – 41,245 41,245 (520) – (520) 40,725 46,723 (5,998) 40,725 / 117 / 117 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 26. Financial risk and capital management 26.1 Total financial and non-financial assets and liabilities The table below sets out the Group’s accounting classification of each class of financial and non-financial asset and liability and their fair values at 31 March 2021. AS AT 31 MARCH 2021 A$’000 ASSETS Non-current assets Investment property Investment property under development Property, plant and equipment Intangible asset Other investment Deferred tax assets Current assets Cash and cash equivalents Trade and other receivables Total assets LIABILITIES Non-current liabilities Long-term borrowings Financial instruments held at fair value Trade and other payables Current liabilities Trade and other payables Distributions payable Total liabilities MEASURED AT FAIR VALUE NON- FINANCIAL INSTRUMENTS AMORTISED COST TOTAL 1,225,356 11,600 – – – – – – – – 661 39,528 5,807 2,957 – – 1,236,956 48,953 – 836 – – – 836 – – – – – – – – – – – – 1,225,356 11,600 661 39,528 5,807 2,957 7,405 5,662 13,067 7,405 5,662 1,298,976 339,063 339,063 – 9,026 836 9,026 9,322 27,696 385,107 9,322 27,696 385,943 Cash and cash equivalents; trade and other receivables; trade and other payables are measured at amortised cost and approximate fair value. The fair value of “long term borrowings at amortised cost” has been estimated by market interest rate at each year end. Other non-financial instruments are tested for impairment on an annual basis. / 118 / 118 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 26.2 Fair value hierarchy—financial instruments In the case of financial instruments whose carrying amount is not the same as their theoretical fair value. The fair value has been calculated as follows: a. The fair value of “long term borrowings at amortised cost” has been estimated by marketing interest rate at year end. For financial instruments whose carrying amount is equivalent to their fair value, the measurement processes used are defined as follows: Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2—inputs other than quoted prices included within Level 1 that are observable for the assets and liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices) Level 3—inputs for the assets and liabilities that are not based on observable market data (unobservable inputs) A$’000 FAIR VALUE AND CARRYING AMOUNT As at 31 March 2021 Financial assets not measured at fair value Cash and cash equivalents Receivables and other assets Financial liabilities not measured at fair value Trade and other payables Distribution payable Long term borrowings Financial liabilities measured at fair value Interest rate swaps CARRYING AMOUNT LEVEL 1 LEVEL 2 LEVEL 3 TOTAL FAIR VALUE 7,405 5,662 13,067 18,348 27,696 339,063 385,107 836 836 – – – – – – – – – – – – – – 352,018 352,018 836 836 – – – – – – – – – – – – – – 352,018 352,018 836 836 b. Details of changes in valuation techniques There have been no significant changes in valuation techniques during the year under review c. Significant transfers between Level 1, Level 2 and Level 3 There have been no transfers between Level 1, Level 2 and Level 3 during the year. Derivative financial instruments consist of interest rate hedging instruments. Interest rate hedging instruments are valued based on broker quotes and are tested for reasonableness by discounting future cash flows using an observable market interest rate curve at the dates when the cash flows will take place. 26.3 Other financial risk management considerations The financial instruments of the Group consist mainly of cash and cash equivalents, including deposits with banks, borrowings, derivative instruments, trade and other receivables and trade and other payables. The Group purchases or issues financial instruments in order to finance operations and to manage the interest rate risks that arise from these operations and the source of funding. The Group has exposure to the following risks from its use of financial instruments: • credit risk; • liquidity risk; and • market risk The board of the Responsible Entity has overall responsibility for the establishment and oversight of the Group’s risk management framework. The board of the Responsible Entity has established the Audit and Risk Committee, which is responsible for developing and monitoring the Group’s risk management policies. The Audit and Risk Committee reports regularly to the board of the Responsible Entity on its activities. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Audit and Risk Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Audit and Risk Committee is assisted in its oversight role by Investec Internal Audit, which undertake both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit and Risk Committee. / 119 / 119 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 26.4 Credit risk Credit risk is the risk of financial loss to the Group if a client or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from derivatives, as well as trade and other receivables. There is no significant concentration of credit risk as exposure is spread over a large number of counterparties. Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The Group applies the lifetime ECL model to manage the credit risk of financial assets carried at amortised cost in accordance with the accounting policy described in Note1.9.1 to the consolidated financial statements. The Group has determined that no ECL is required to be recognised as at 31 March 2021. 26.5 Market risk a. Interest rate risk The Group is exposed to interest rate risk and adopts a policy of ensuring that at least 75% of its exposure to changes in interest rates on borrowings is on a fixed basis. This is achieved by entering into variable for fixed rate swap instruments. All such transactions are carried out within the guidelines set by the Audit and Risk Committee. As a consequence, the Group is exposed to fair value interest rate risk in respect of the fair value of its interest rate financial instruments, which will not have an impact on distributions. Short-term receivables and payables and investments are not directly exposed to interest rate risk. At 31 March 2021, 78.3% of the Group’s interest rate exposure was hedged. Therefore, for the year ended 31 March 2021, a 1% increase/ decrease in interest rates on the variable rate borrowings would have an immaterial impact on the Group’s profit, assuming all other variables remain constant. b. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s policy is to seek to minimise its exposure to liquidity risk by balancing its exposure to interest rate risk and to refinancing risk. In effect the Group seeks to borrow for as long as possible at the lowest acceptable cost. The Group regularly reviews the maturity profile of its financial liabilities and will seek to avoid concentration of maturities through the regular replacement of facilities, and by using a selection of maturity dates. The tables below set out the maturity analysis of the Group’s financial liabilities based on the undiscounted contractual cash flows. Cash flows are monitored on a monthly basis to ensure that cash resources are adequate to meet the funding requirement of the Group. AS AT 31 MARCH 2021 A$’000 Long-term borrowings1 Trade and other payables Distributions payable Total liabilities WITHIN 1 YEAR 7,758 9,322 27,696 44,776 1–2 YEARS 2–5 YEARS OVER 5 YEARS 7,758 4,931 – 195,691 2,601 – 169,156 1,494 – TOTAL 380,363 18,348 27,696 CARRYING VALUE 341,514 18,348 27,696 12,689 198,292 170,650 426,407 387,558 The table below outlines the Group’s LVR2 at the end of the period. A$’000 Investment properties Investment property under development Equity accounted investment (EAI) Total Carrying value of interest bearing borrowing Less: Cash and cash equivalents Net value of borrowing Current ratio of interest bearing borrowings to value of properties and EAI (%) 1. Cash flows in relation to long term borrowings take into account interest payments and the effect of interest rate swaps. 2. LVR is a non-IFRS measure. 2021 1,225,356 11,600 5,807 1,242,763 341,514 (7,405) 334,109 26.88 / 120 / 120 Notes to the consolidated financial statementsFor the period from 3 September 2020 to 31 March 2021 (continued) 26.6 Derivatives Derivative instruments are used to hedge the Group’s exposure to any increases in interest rates on variable rate loans. Interest rate swap contracts are entered into whereby the Group hedges out its variable rate obligation to provide a maximum fixed rate obligation. Details of the interest rate fixed for variable swap instruments are as follows: FINANCIAL INSTITUTION 31 March 2021 Australia and New Zealand Banking Group Westpac Banking Corporation Westpac Banking Corporation NOTIONAL AMOUNT $’000 START DATE END DATE FIXED RATE 30,000 20,000 67,303 24-Dec-19 22-Mar-21 11-Dec-17 24-Dec-24 24-Mar-25 12-Dec-26 1.06% 0.64% 2.58% 26.7 Capital management In terms of the constitutions of IPF I and IPF II, the Group’s gearing ratio must not exceed 60%. The Group is funded partly by unit capital and partly by external borrowings. In terms of its covenants entered into during the year, the Group is committed to a maximum value of external borrowings of 55% of the value of investment property and investment assets. In practice, the Group aims to keep gearing levels between 30% and 40% over the long term. At 31 March 2021, the nominal value of borrowings less cash equivalents was equal to 26.88% of the value of investment properties and equity accounted investments. The board of the Responsible Enityis committed to maintaining a strong capital base, comprising its securityholders’ interests, so as to promote investor, creditor and market confidence and to sustain future development of the business. It is the Group’s stated purpose to deliver medium to long-term sustainable growth in distributions per security. Distributable income is distributed on a six monthly basis. The board of the Responsible Entity monitors the level of distributions to securityholders. There were no changes in the Group’s approach to capital management during the year. The Group is not subject to externally imposed capital requirements. 27. Remuneration of auditors The following fees were paid or payable for services provided by the auditor of Group during the year. All audit and tax services were provided by KPMG. A$’000 Auditor’s remuneration—audit fee Auditor’s remuneration—tax compliance Non-audit service costs for internalisation transaction 28. Subsequent events 3 SEPTEMBER 2020 TO 31 MARCH 2021 (301) (164) (2,012) (2,477) On 19 April 2021 the Group announced that it had entered into agreements to acquire two industrial facilities to be acquired on a fund- through basis being 57–83 Mudgee Street, Kingston QLD, for a total land consideration of A$3.1 million which is expected to be completed in December 2021 and Lot 24 Dunhill Crescent, Morningside QLD, for a total land consideration of A$1.3 million which is expected to be completed in November 2021. The Group is committed to invest up to A$30.0 million in TAP representing 21.4% of the total equity of TAP (current committed equity of A$140 million). At 31 March 2021, A$6.5 million had been contributed. On 19 April 2021, the Group invested an additional A$9.7 million bringing the total investment to A$16.2 million. Other than the above matters, there is no other item, transaction or event of a material or unusual nature likely that have arisen since the end of the financial year and up until the date of the annual report which significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent years. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 121 / 121 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 This page has been left intentionally blank. / 122 / 122 07 — Other information Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Securityholder information Top 20 securityholders as at 16 April 2021 RANK NAME NUMBER OF SECURITIES HELD % OF ISSUED CAPITAL 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 360 Capital IG Pty. Ltd. Public Investment Corporation (SOC) Limited Sesfikile Capital (Pty) Ltd Vanguard Investments Australia Ltd. Martin Currie Australia Old Mutual Investment Group (South Africa) (Pty) Limited APN Funds Management Limited STANLIB Asset Management Ltd. The Vanguard Group, Inc. First Sentier Investors BlackRock Investment Management (Australia) Ltd. Milford Asset Management Ltd. Meago Asset Managers (Pty) Ltd. Eskom Pension and Provident Fund SG Hiscock & Co., Ltd. Investec Wealth and Investment Management Pty Ltd Ninety One SA Pty Ltd. BlackRock Institutional Trust Company, N.A. Truffle Asset Management (Pty) Limited 20 Sanlam Investment Management (Pty) Ltd. Top 20 securityholders Total remaining securityholders balance Spread of securityholders as at 16 April 2021 92,809,509 52,847,192 41,993,819 36,709,669 30,833,565 22,064,614 20,221,349 16,752,977 16,084,668 15,008,069 9,616,236 8,441,016 8,157,222 8,079,808 7,258,840 7,018,819 6,975,078 6,198,382 5,212,121 4,591,230 416,874,183 194,423,901 15.18 8.65 6.87 6.01 5.04 3.61 3.31 2.74 2.63 2.46 1.57 1.38 1.33 1.32 1.19 1.15 1.14 1.01 0.85 0.01 67.45 32.55 SECURITYHOLDER SPREAD NUMBER OF SECURITYHOLDINGS % OF TOTAL SECURITYHOLDERS NUMBER OF SECURITIES IN ISSUE % OF ISSUED CAPITAL 1–5,000 5,001–10,000 10,001–50,000 50,001–100,000 100,001 securities and over Total 2,053 803 1,406 220 351 4,833 42.48 16.61 29.09 4.55 7.26 100 3,539,658 6,181,200 32,713,087 16,039,590 552,824,549 611,298,084 0.58 1.01 5.35 2.62 90.43 100 There is currently only one class of securities, being ordinary securities, and there are no securities currently held in escrow. All of the Fund’s securities are quoted on the ASX and JSE and no other stock exchanges. The Fund does not currently have any security buy-back plans in place. / 124 / 124 The number of securityholders holding less than a marketable parcel of 363 securities (based on the 16 April 2021 closing price of A$1.375) is detailed below. In accordance with the ASX Listing Rules, a “marketable parcel” is “…a parcel of securities of not less than A$500…”. OWNERSHIP OF LESS THAN A$500 NUMBER OF SECURITYHOLDINGS NUMBER OF SECURITIES IN ISSUE ASX1 JSE2 Total Directors’ interest in securities 111 590 14,113 38,821 VALUE (A$) 19,405 53,961 73,367 DIRECTORS’ INTEREST IN SECURITIES BALANCE AT 16 APRIL 2021 BALANCE AT 17 APRIL 2020 Executive director Graeme Katz Non-executive directors Richard Longes3 Stephen Koseff4 Georgina Lynch5 Sally Herman Sam Leon (resigned 30 November 2020) Total 270,296 229,296 121,819 170,733 67,493 37,879 2,300,000 3,085,776 56,819 170,733 67,493 37,879 4,000,000 4,679,776 There has been no change in directors’ interests in securities since 16 April 2021 and the date of signing the annual report. SECURITY STATISTICS JSE Closing market price (ZAR) Year end High Low Market capitalisation Daily average volume of securities traded Securities registered on South African sub-register ASX Closing market price (A$) Year end High Low Market capitalisation Daily average volume of securities traded Securities registered on Australian sub-register 31 MARCH 2021 31 MARCH 2020 14.79 16.48 11.66 4,803,000,084 891,982 324,746,456 1.35 1.44 1.01 386,844,698 1,034,301 286,551,628 11.99 16.50 9.47 4,738,730,592 805,003 395,223,569 1.06 1.64 0.90 227,958,613 819,037 216,074,515 Total securities in issue 611,298,084 611,298,084 1. Closing price on ASX in A$ as at 16 April 2021. 2. Closing price on JSE in A$ as at 16 April 2021. 3. Through Gemnet Pty Ltd. 4. Through Sheryl Koseff and SK Employee Trust. 5. Through G Lynch Investments Pty Ltd. / 125 / 125 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Corporate information Company secretary of the Responsible Entity Lucy Spenceley (BA (Hons)) Registered office and postal address of the Responsible Entity Level 13 95 Pitt Street Sydney NSW 2000 Australia Local representative office 2nd Floor 100 Grayston Drive Sandown Sandton 2196 Transfer secretaries JSE Computershare Investor Services Proprietary Limited Rosebank Towers 15 Biermann Avenue Rosebank Johannesburg 2196 (PO Box 61051 Marshalltown 2107) South Africa ASX Computershare Investor Services Pty Limited GPO Box 2975 Melbourne VIC 3001 Australia Phone (within Australia): 1300 850 505 Phone (outside Australia):+61 (0)3 9415 4000 Fax: +61 (0)3 9473 2500 Email: webqueries@computershare.com.au Sponsor The Corporate Finance division of Investec Bank Limited 2nd Floor 100 Grayston Drive Sandown Sandton 2196 (PO Box 785700 Sandton 2146) South Africa Irongate Group ISIN: AU0000046005 Irongate Property Fund I Established on 12 December 2012 in Australia and registered on 6 February 2013 with ASIC as a Managed Investment Scheme (ARSN 162 067 736). Registered on 23 August 2013 as a foreign collective investment scheme authorised to solicit investments from members of the public in South Africa in terms of the Collective Investment Schemes Control Act 45 of 2002. Irongate Property Fund II Established on 3 September 2020 in Australia and registered on 9 September 2020 with ASIC as a Managed Investment Scheme (ARSN 644 081 309). On 12 October 2020, the Register of Collective Investment Schemes exempted Irongate Property Fund II from the requirement to obtain approval for solicitation of investments as a foreign collective investment scheme in terms of section 65(1) of the Collective Investment Schemes Control Act 45 of 2002. Security code JSE: IAP ASX: IAP Website address www.irongategroup.com.au Responsible Entity Irongate Funds Management Limited (ACN 071 514 246 AFSL 290 909) Level 13 95 Pitt Street Sydney NSW 2000 Australia Directors of the Responsible Entity Richard Longes# (Non-executive chairperson) Sally Herman# (Non-executive lead independent) Hugh Martin# (Non-executive)* Georgina Lynch# (Non-executive) Stephen Koseff (Non-executive) Sam Leon (Non-executive)* Graeme Katz (Executive) # Independent * Retired 30 November 2020 Custodian Perpetual Corporate Trust Limited (ACN 000 341 533) Level 12 123 Pitt Street Sydney NSW 2000 Australia Investor relations Telephone: +61 2 7906 2000 E-mail: ir@irongategroup.com.au Preparer The annual report and consolidated financial statements have been prepared under the supervision of the CFO, Kristie Lenton CA. / 126 / 126 Glossary of terms AAS AFFO AMIT ASIC ASX ASX Guidelines ASX Listing Rules means Australian Accounting Standards. means adjusted funds from operations, calculated in line with the Property Council Guidelines, being FFO adjusted for maintenance capital expenditure, cash and cash equivalent incentives (including rent free incentives) given to tenants during the period and other one-off items which have not been adjusted in determining FFO. means an attribution managed investment trust as defined in section 276-10 of the Income Tax Assessment Act 1997 (Cth). means Australian Securities and Investments Commission. means ASX Limited and, where applicable, the Australian securities exchange operated by ASX Limited. means the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, as amended from time to time. means the listing rules of the ASX, and other rules of the ASX which are applicable to the Fund while the Fund is listed on the ASX, as amended from time to time. A$ means Australian dollars. Audit and Risk Committee means the audit and risk committee of the Board. Board bps CBD CEO CFO means the board of directors of the Responsible Entity. means basis points. means central business district. means chief executive officer. means chief financial officer. Corporations Act means the Corporations Act 2001 (Cth). CPI cps ESG FFO FY GDP gearing HoA HY IAL IAP or Fund Investec Group IPF I IPF II IRR JSE means the All Groups Consumer Price Index, as issued by the Australian Bureau of Statistics as a general indicator of the rate of change in prices paid for consumer goods and services. means cents per security. means environmental, social and governance. means funds from operations calculated in accordance with the Property Council Guidelines, determined by adjusting statutory net profit (under AAS) for non-cash and other items such as property revaluations, derivative mark-to-market impacts, amortisation of tenant incentives, gain/loss on sale of investment properties, straightline rental revenue adjustments, non-FFO tax expenses/benefits and other unrealised one-off items. means the financial year ending 31 March in the relevant year. means gross domestic product. means interest bearing liabilities (excluding debt establishment costs) less cash divided by the total value of investment properties. means heads of agreement. means the half year ending 30 September in the relevant year. means Investec Australia Limited, a member of the Investec Group. means Irongate Group, comprising IPF I and IPF II. means Investec Limited and Investec Plc, being the head entities of the dual listed companies structure comprising the Investec Group, and each of their subsidiaries. means Irongate Property Fund I (ARSN 162 067 736). means Irongate Property Fund II (ARSN 644 081 309). means internal rate of return. means JSE Limited and, where applicable, the exchange operated by JSE Limited in accordance with its licence under the Financial Markets Act, No. 19 of 2012 of South Africa. / 127 / 127 S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Irongate Group Integrated Annual Report and Consolidated Financial Statements 2021 Glossary of terms Continued JSE Listings Requirements means the listings requirements of the JSE, as amended from time to time. King IV Code means the King IV Report on Corporate Governance for South Africa 2016. KMP LTI m² means key management personnel. means long term incentive. means square metres. Managed Investment Scheme means a managed investment scheme that has been registered by ASIC as a managed investment scheme under Chapter 5C of the Corporations Act. Manager NABERS NAV means Investec Property Management Pty Limited, which has been contracted under a management agreement to provide certain asset management and property management services to the Fund, and is a member of the Investec Group. means national Australian built environment rating system. means net asset value. Nomination and Remuneration Committee means the nomination and remuneration committee of the Board. NTA NZ$ means net tangible assets. means New Zealand dollars. Property Council Guidelines means version 2 of the Property Council of Australia’s Voluntary Best Practice Guidelines for Disclosing FFO and AFFO, published in December 2017 and available at www.propertycouncil.com.au. REIT means real estate investment trust. Remuneration Report means the remuneration report on pages 29 to 33 of the annual report. Responsible Entity means the responsible entity of the Fund, being Irongate Funds Management Limited. Sponsor STI TAP WACR WADE WALE WARR WASE WHT ZAR means Investec Bank Limited, a member of the Investec Group. means short term incentive. means a fund comprised of Templewater Australia Property I L.P., Templewater Australia Property Fund I Head Trust and various sub trusts that have been established (or may be established from time to time). means the average capitalisation rate across the Fund’s portfolio or group of properties, weighted by property valuation. means the weighted average expiry of the Fund’s debt facilities. means the average lease term remaining to expiry across the Fund’s portfolio or a property or group of properties, weighted by gross property income. means the average rent review across the Fund’s portfolio or a property or group of properties, weighted by gross property income. means the weighted average expiry of the Fund’s interest rate swaps. means withholding tax. means South African rand. / 128 / 128 This page has intentionally been left blank. S e c t i o n 0 1 S e c t i o n 0 2 S e c t i o n 0 3 S e c t i o n 0 4 S e c t i o n 0 5 S e c t i o n 0 6 S e c t i o n 0 7 / 129 / 129 Section 01Section 02Section 03Section 04Section 05Section 06Section 07 Sydney Level 13, 95 Pitt Street NSW 2000+61 2 7906 2000 info@irongategroup.com.auMelbourne Brisbane irongategroup.com.au