Annual Report 2025
Contents
Chairman's
Letter
05
06
Key Points from the Financial Year
Property Report
Director Profiles
Corporate Governance
08
12 Finance Report
16
17 The Manager
26
18
Financial Statements
Independent Auditor's Report
52
55
Shareholder Statistics
Directory 57
04
Chairman's Letter
Chairman's Letter
The twelve months to 31 March have provided more stability than prior periods, with softening monetary policy enabling interest rates to decrease after an overly restrictive tightening cycle. However, the macroeconomic environment remains challenging with various global influences now at play.
Against the backdrop of economic uncertainty, we have made considerable progress during the year, including:
Settled the sale of 35 Graham Street on 29 November 2024.
Utilised the sale proceeds to repay all bank debt, reducing the LVR to 0%.
Paid a special dividend of 5 cents per share in December 2024.
And retained sufficient working capital to fund leasing incentives and fit-out at Munroe Lane.
With the full year impact of the Auckland Council lease at Munroe Lane, offset by the vacancy at 35 Graham Street until settlement occurred on 29 November 2024, we recorded an Adjusted Funds from Operations (AFFO) profit of $0.53 million, which was in line with expectations.
Unfortunately, the softer office leasing market and the ongoing vacancy at our Munroe Lane property has further adversely impacted the fair value, with our valuers recording a $9.2 million reduction to the Munroe Lane valuation as
at 31 March 2025. This was driven by the valuer adopting softer market rental levels and an increased assumed let up period. The capitalisation rate assumed remains relatively static. As a result of the valuation decrease and payment of the 5 cents per share special dividend, NTA has reduced from 38.9 cps as at 31 March 2024 to 32.4 cps as at 31
March 2025.
With this softer leasing environment there remains an absence of further leasing commitments at Munroe Lane. However, we are pleased to report that a non-binding heads of agreement has been signed with a potential occupant for half of Level 6. Binding lease documents are currently being negotiated and shareholders will be updated in due course. Outside of this potential tenant, there remains a paucity of potential occupiers of significant scale on the North Shore, and an excess of supply. We expect that further leasing
will likely remain challenging in the short term, but the board remains confident that management is leveraging all opportunities to secure further leasing commitment.
The company's key focus remains on leasing the balance of Munroe Lane. Doing so will increase earnings, WALE, and the value of the portfolio and will better position the Company to consider options moving forward.
Once Munroe Lane is sufficiently leased, we will look to sell the property. As previously indicated, any steps to sell Munroe Lane or to subsequently wind up the company will require shareholder approval, and as previously stated, we would anticipate asking shareholders to vote on both decisions contemporaneously.
In the meantime, the board has confirmed that a 0.20 cents per share dividend will be paid for the 31 March 2025 quarter, with all future dividends subject to quarterly review.
With the settlement of 35 Graham Street now behind us, the Company is now generating sufficient operating profits and intends to fund any future leasing costs and incentives from available cash reserves.
We anticipate that these key decisions for the company will likely occur sometime in the next 12-24 months, subject to market conditions stabilising and further leasing commitment being secured at Munroe Lane.
We thank you again for your continued support and patience as we contend with the various external factors impacting
on the company and its operations and look forward to communicating our progress over the next few months.
Bruce Cotterill
Chairman
05
Key Points
Key Points
from the Financial Year
The sale of 35 Graham Street occurred on 29 November 2024 and all external bank debt
was repaid This was the primary driver of the change in the metrics.
A special dividend of five cents per share was also paid on 18 December 2024.
06
Key Points
LVR
0%
(down from 18.2%)
WALE
9.0years
(increased from 5.9 years)
Occupancy
65.0%
(increased from 41.0%)
Number of assets
1
(down from 2 in prior year)
Portfolio Summary | ||||
Fair Value | Cap rate | Occupancy rate | WALE | Net Passing Rent |
31 March 2025 $000's | % | % | Years | $000's |
Munroe Lane 107,000 | 6.13% | 65.0% | 9.0 | 4,345 |
Total 107,000 | 6.13% | 65.0% | 9.0 | 4,345 |
07
AFFO
$0.53million
($0.67 million loss in prior year)
Net Loss
$
5.70loss
million
($5.30 million loss in prior year)
Portfolio Value
$107.0million
(reduced from $180.8 million)
NTA
32.4
cents
per share
(reduced from 38.9 cps in the prior year)
Property Portfolio
08
Munroe Lane
Property Portfolio
5 Star Green Star
design rating obtained, built rating in progress
Target 5-star NABERSNZ
Energy Rating pending
12-months of operational data
Occupancy
65.0%
WALE
9.0 years
as at 31 March 2025
Market Net Rent
$6,382,859
Passing Net Rent
$4,345,561
Valuation
An independent property valuation of $107.0 million as at 31 March 2025, which represents a write down of
$9.2 million against the prior period.
Leasing
The leasing market remains challenging, particularly for space that isn't turn-key, and more so on the North Shore given the paucity of occupiers in the market and excess supply.
09
35 Graham Street
35 Graham Street,Auckland CBD
Property Portfolio
10
Unconditionally sold and settled
on 29 November 2024
Sale proceeds were utilised to repay bank debt and fund a special dividend of 5 cents per share, paid in December 2024.
Property Portfolio
11
Finance Report
Five Year Financial Summary
2025 | 2024 | 2023 | 2022 | 2021 | |
$'000 | $'000 | $'000 | $'000 | $'000 | |
Total Net Revenue | 4,918 | 3,653 | 3,466 | 7,729 | 9,953 |
Administration Expenses | (1,704) | (1,753) | (1,939) | (1,711) | (1,736) |
Net Finance Costs | (1,756) | (2,295) | (2,000) | (1,549) | (1,144) |
Total Operating Income | 1,458 | (395) | (473) | 4,469 | 7,073 |
Realised and unrealised gain/(loss) on investment property | (7,154) | (4,902) | (13,034) | (1,005) | 8,866 |
Transaction Costs | - | - | - | - | (12) |
Net Profit/(Loss) Before Taxation | (5,696) | (5,297) | (13,507) | 3,464 | 15,927 |
Income Tax Expense | - | - | 458 | (533) | 22 |
Profit and Total Comprehensive Income | (5,696) | (5,297) | (13,049) | 2,931 | 15,949 |
Basic and Diluted Loss Per Share (cents) | (1.57) | (1.46) | (3.60) | 0.81 | 6.00 |
12
Financial Result Summary
2025
$'000
2024
$'000
Variance
$'000 Commentary
Total Net Revenue
4,918
3,653
1,265
FY25 reflects the full year impact of net rental income at Munroe Lane, which represents a $0.5 million increase in net rent. The impact of rental straight lining (non-cash) also increased net revenue by
$0.66 million. Stoddard Road was sold in May 2023 and 35 Graham Street on 29 November 2024.
Administration Expenses (1,704) (1,753) 49
Management fees marginally reduced due to a lower average gross asset value across the year due to divestments. Director insurance increased in the current year.
Net Finance Costs reduced by $0.54m. The FY25 net finance costs include:
Line fees $0.40 million (FY24: $0.51 million).
Net Finance Costs
(1,756)
(2,295)
539
Interest reduced due to all debt being repaid on 29 November 2024.
Total Operating Income
1,458
(395)
1,853
A $9.2 million unrealised fair value loss at Munroe
Interest income of $0.36 million (FY24: $0.52 million). Interest income was lower due to the lower interest rates.
Interest of $1.72 million (FY24: $2.23 million).
Fair Value Loss in Value of Investment Property
(7,154) (4,902) (2,252)
Lane driven by reduced market rentals and increased let up periods offset against fair value gain (discount unwind) at 35 Graham Street up until settlement.
Net Profit / (Loss) Before Taxation
(5,696)
(5,297)
(399)
Income Tax - - -
The Company is in a tax loss position hence there is no current tax and there is a nil movement in net deferred tax for both reporting periods.
Profit and Total Comprehensive Income
(5,696)
(5,297)
(399)
13
Finance Report
Adjusted Funds from Operations - Reconciliation to Net Profit (Loss) After Tax
2025 $'000 | 2024 $'000 | |
Statutory Net Profit (Loss) After Tax | (5,696) | (5,297) |
Investment Property | ||
Fair value (gain) / loss on investment property and property held for sale | 7,154 | 4,902 |
Deferred Tax | ||
Deferred Tax Expense | - | - |
Net Operating Profit (Loss) After Tax | 1,458 | (395) |
Straight-line rental revenue | (988) | (329) |
Amortisation of Lease Incentives and Costs | 56 | 49 |
Funds From Operations (FFO) | 526 | (675) |
Incentives Granted/Commissions Paid | - | - |
Maintenance CAPEX | - | - |
Adjusted Funds From Operations | 526 | (675) |
AFFO (CPS) | 0.15 | (0.19) |
14
Balance Sheet
2025 $'000 | 2024 $'000 | |
Cash | 10,931 | 3,736 |
Investment Property | 107,000 | 116,050 |
Property Held for Sale | - | 64,743 |
Other Assets | 102 | 5,775 |
Total Assets | 118,033 | 190,304 |
Bank Debt | - | 32,974 |
Other Liabilities | 659 | 16,122 |
Total Liabilities | 659 | 49,096 |
Equity | 117,374 | 141,208 |
Net Tangible Assets Per Share ($) | 0.324 | 0.389 |
Investment Property and Property Held for Sale
Graham Street was held for sale in the prior year and settled on 29 November 2024. The total consideration was $68 million. The 35 Graham Street fair value prior to sale was assessed based on
the future settlement cash flows discounted at 9.0%.
Funding
$32.974 million of debt was repaid on 29 November 2024 when 35 Graham Street settled. There is now no external bank debt drawn at balance date.
Dividends
A five cents per share special dividend was paid on 18 December 2024.
A quarterly dividend of 0.20 cents per share has been declared on 27 May 2025 for the quarter ended 31 March 2025.
15
Director Profiles
Bruce Cotterill Chairman, Non-Executive Independent Director
Bruce Cotterill joined the Board of Asset Plus in April 2017. Bruce is an experienced CEO, Chairman and Company Director, who has excelled in a number of sectors and in a range of extremely demanding roles. This includes businesses going through major transformation brought about by financial performance, structural change and
cultural issues. As a CEO he has led real estate group Colliers, both in New Zealand and Australia, Kerry Packer's ACP Magazines, and iconic New Zealand sportswear company Canterbury International. As CEO of Yellow Pages Group he was appointed to lead that company through a period of dramatic change, including the restructure of the Company's
$1.8 billion of debt. Bruce was Chairman of Noel Leeming Group for 8 years until that Company's sale to The Warehouse. He is currently also a director of realestate.co.nz Limited and an independent Board member of the Board of law firm, Duncan Cotterill.
John McBain
Non-Executive Director
John joined the Centuria Capital Limited ("CNI") Board (formerly Over Fifty Group) on 10 July 2006. He was appointed as Chief Executive Officer of the Over Fifty Group in April 2008 and serves as Joint CEO with Jason Huljich. John was also a founding director and major shareholder in boutique funds manager Century Funds Management, which was established in 1999 and acquired by the Over Fifty Group in July 2006. Prior to joining CNI, John held senior positions in a number of property development and property investment companies in Australia, New Zealand and the United Kingdom. As a director of both the largest shareholder and the Manager, John is therefore not an independent director. John joined the Board in September 2020.
Allen Bollard
Non-Executive Independent Director
Allen has a long background in accounting, business analysis, risk management, tax, and finance, mostly in property and construction. Starting as a partner in a major accounting firm, he was then CFO for three listed property companies and for ten years was CEO/ CFO of Tramco Group, which managed and financed several large privately held leasehold land-owning partnerships including Viaduct Harbour Holdings, Tram Lease, Quay Lease, Kiwi Forests, Wairakei Pastoral and Calland Properties Ltd. He is now an independent business and finance consultant and Director, still advising Tramco and is an independent trustee for the Wyborn and Green families. He is currently Chair of the Centuria NZ Agricultural Property Fund Ltd and independent trustee for three large privately owned property trust portfolios. He was until recently the Government approved independent director of Tamaki Makaurau Community Housing Joint Venture and Chair of the Odyssey House Board of Trustees. Allen joined the Board in April 2017.
Carol Campbell Non-Executive Independent Director
Carol Campbell joined the Board of Asset Plus in May 2015 and chairs the Audit and Risk Committee. Carol is a Fellow Chartered Accountant and a member of Chartered Accountants Australia and New Zealand, and a Chartered Fellow of the Institute of
Directors. Carol has extensive financial experience and a sound understanding of efficient Board governance. Carol holds a number of directorships across a broad spectrum of companies, including T&G Global, NZME and the Fisher Listed Investment companies
- Kingfish, Barramundi and Marlin Global, where she is also Chair of the Audit and Risk Committee. Carol was a Director of The Business Advisory Group for 11 years, a Chartered Accountancy Practice, and prior to that a partner at Ernst & Young for over 25 years. Carol is a member of the Disciplinary Tribunal of the NZ Institute of Chartered Accountants.
Paul Duffy
Non-Executive Independent Director
Paul Duffy has over 36 years' experience in the property investment/development industry, including CEO/executive director of DNZ Property Fund (now named Stride Property) for 13 years. During his career, Paul held the position of General Manager of Fletcher Property Limited and was Joint Managing Director of US Real Estate Subsidiaries for the Abu Dhabi Investment Authority. In this role he oversaw the formation of a large
real estate portfolio in the United States and Europe. Paul is currently a Director of Leighs Construction and a number of private companies. Paul was the former chairman of the Manager until August 2020. Given the period of time that has elapsed since he ceased
to be a director of the manager, the Board has now determined that he is an independent director. Paul joined the Board in April 2017.
16
The Manager
Centuria NZ is a leading fund manager with operations across New Zealand and Australia. Centuria NZ owns or manages 85 properties across sectors including office, retail, industrial, healthcare and agricultural, with $2.4 billion of assets under management. Centuria NZ employs 34 staff across offices in Auckland, Christchurch and New Plymouth, with specialist expertise in asset management and development management, as well as other essential professional functions including accounting, treasury, investor relations, legal, compliance and company secretariat. The Manager's parent company, ASX-200 listed Centuria Capital Group manages over $20 billion of real estate assets across Australia and New Zealand.
The scale of Centuria's business allows a vantage point from which to understand the market and unlock real estate opportunities. Centuria has comprehensive
and up-to-date knowledge and insights pertaining to property buyers/sellers, tenants and overall market conditions. Centuria Platform Investments Pty Limited, as the parent of the manager, owns 19.99% of Asset Plus.
17
Corporate Governance
The Board of Asset Plus is committed to maintaining the highest standards of business behaviour and accountability. Accordingly, the Board has adopted corporate governance policies and practices designed to promote responsible conduct.
The corporate governance framework is set out in Asset Plus' Corporate Governance Manual, a copy of which can be found at the Company's website: https://www.assetplusnz.co.nz/corporate-governance.
This section sets out Asset Plus' corporate governance policies, practices and processes with reference to the NZX Corporate Governance Code's eight key principles and supporting recommendations. The Board considers that it has followed the recommendations of the NZX Corporate Governance Code except as set out below under each Principle.
This Corporate Governance Statement is current as at 31 March 2025. It reports against the NZX Corporate Governance Code dated 31 January 2025.
Contents Page
Principle 1 - Ethical Standards 19
Principle 2 - Board Composition and Performance 19
Principle 3 - Board Committees 21
Principle 4 - Reporting and Disclosure 22
Principle 5 - Remuneration 22
Principle 6 - Risk Management 23
Principle 7 - Auditors 23
Principle 8 - Shareholder Rights and Relations 24
18
Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being followed throughout the organisation.
A Code of Ethics has been adopted by which the Company has set out expectations for all Directors, officers, any employees and representatives to act in a manner consistent with its guiding principles and the values set out in its Code of Ethics. This Code sets out clear expectations of ethical decision-making and personal behaviour in regard to confidentiality, securities trading, transparency, company information, conflict resolution processes, gifts and stakeholder interaction. A copy of the Code of Ethics is included in the Corporate Governance Manual available at https://www.assetplusnz.co.nz/corporate-governance.
Any illegal or unethical behaviour is to be reported to the Board. The Chairman will determine the seriousness of the behaviour and what action needs to be taken. The Chairperson may decide that a subcommittee of the Board will be formed to determine what action should be taken.
Asset Plus' manager, Centuria, has also adopted a Code of Conduct which applies to its employees and directors. The Code sets out the minimum standards expected of Centuria's employees and directors and is intended to facilitate decisions that are consistent with Centuria values, business goals and legal and policy obligations. A copy of the Centuria Code of Ethics is available at
https://centuria.com.au/wp-content/uploads/2022/07/Centuria-Code-of-Conduct.pdf
Asset Plus has also adopted a Share Trading Policy which sets out the rules for dealing in the listed financial products of Asset Plus. The policy prohibits trading by directors of Asset Plus without the written consent of the Chairperson. There are also 'no trade' periods around the release of the Annual and Interim reports. A copy of the policy is available at https://www.assetplusnz.co.nz/corporate-governance.
Centuria has also adopted an Insider Trading Policy which sets out the rules for dealing in the financial products of any entity that Centuria NZ manages (including Asset Plus). The policy prohibits trading by any employee or director of Centuria without the written consent of the Centuria NZ Chair. Other than in exceptional circumstances, all trading is prohibited during blackout periods for 30 days prior to half- and full-year balance dates until the first trading day after the relevant results are announced.
Principle 2 - Board Composition and Performance
To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.
Board Charter
The Asset Plus Board has adopted a Board Charter and Governing Principles which sets out that the specific responsibilities of the Board and its Committees include:
oversight of the Company including its control and accountability procedures and systems;
setting the strategic direction and objectives of the Company;
overseeing the audit and monitoring risk;
approval of operating plans including annual business plans and budgets;
monitoring actual results against the annual business plan, budget and strategic objectives;
delegating the appropriate authority of the management of the Company, and monitoring management's performance on a regular basis;
setting the remuneration of the Directors;
approval and monitoring capital expenditure, capital management initiatives and acquisitions and divestments;
approval of capital structure and dividend policies; and
oversight of disclosure and monitoring of price sensitive matters affecting the Company.
19
Director nominations and appointments
The Board has adopted a Nomination Committee Charter which sets out the procedure for nominating and appointing potential directors to the Board. Given its size, the full Board of Asset Plus acts as the Nominations Committee. The responsibilities set out in the Nomination Committee Charter are:
to identify and nominate candidates to fill Board vacancies as and when they arise;
before making an appointment, to evaluate the balance of skills, knowledge and experience on the Board and, in light of the evaluation, to determine the role and capabilities required for the appointment;
to formulate succession plans for Directors taking into account the challenges and opportunities facing the Company and the skills and expertise accordingly required to govern the Company in the future;
to regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and to make any changes; and
to consider such other matters relating to Board nomination or succession issues as may be identified by the Board. Formal agreements are entered into with all new directors.
Board composition
Director profiles are on page 16 and director shareholdings are listed on page 24.
Directors undertake continuing education to keep their skills current and understand how to best perform their duties.
The Board Charter sets out that the Board will review its performance as a whole on an annual basis and instigate additional comprehensive reviews as may be deemed necessary from time to time.
External consultants may be commissioned as needed to assist in the assessment of individual director performance, the effectiveness of the Board's processes and/or the Board's own effectiveness.
The Board has considered the definition of Disqualifying Relationship under the NZX Listing Rules and the factors listed in the NZX Corporate Governance Code in determining whether each of the directors are independent.
The factors relevant to determining that Bruce Cotterill, Allen Bollard and Carol Campbell were independent directors were that they are non-executive directors, they have either no shareholding or, in the case of Carol Campbell, a holding of less than 1% and that they have no other business relationship with Asset Plus. In the case of Allen Bollard, the Board has considered that he is the chair of the Centuria NZ Agricultural Property Fund Limited but notes that he is subject to appointment by the shareholders of that Company (of which Centuria is not one) and his director fees are paid by that Company and not by Centuria.
The Board has previously determined that Paul Duffy was not an independent director as until August 2020 he was a director of the largest shareholder at the time (Augusta Capital Limited) and until November 2020, he was a director of the manager. Given the period of time that has elapsed since those directorships (being approximately four and a half years), the Board has now determined that Paul Duffy is an independent director.
The factors relevant to determining that John McBain is not an independent director is that, he is a director and beneficial owner of both the Manager and the largest shareholder.
Diversity
Asset Plus has not adopted a diversity policy as it no longer has any employees following externalisation of management to Centuria and accordingly has not complied with this recommendation for the entire period in which the NZX Corporate Governance Code has been in place. This practice has been approved by the Asset Plus Board.
Breakdown of Gender Composition of Asset Plus' Directors and Officers.
Male
Female
Financial Year
Directors
Officers
Directors
Officers
Year Ending 31 March 2025
4
3
1
0
Year Ending 31 March 2024
4
3
1
0
Chair and CEO
In accordance with the NZX Corporate Governance Code and as a result of management being externalised, Asset Plus' Chair is not also its CEO.
20
Principle 3 - Board Committees
The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.
The Asset Plus Board has established a separate Audit and Risk Committee comprising of three directors. The Corporate Governance Manual also includes charters for Nominations Committee and Remuneration Committee. However, the full Board undertakes the responsibilities of those Committees. Given the size and operations of Asset Plus, the Board does not consider that any further committees are necessary.
Audit and Risk Committee
The Audit and Risk Committee's primary objectives are:
to set the principles and standards with respect to internal controls, accounting policies and the nature, scope, objectives and functions of the external audit. This objective enables the Board to satisfy itself that management is discharging its responsibilities in accordance with established processes and, wherever practical, best practice methodologies; and
to ensure the efficient and effective oversight and management of all business risks Key responsibilities for the Audit and Risk Committee include:
Establishing guidelines for the selection, appointment and/or removal of the external auditor as well as the rotation of the lead partner of the audit firm;
Revising and recommending to the Board the appointment and removal of the external auditor if the Committee considers necessary;
Ensuring the external auditor is discharging its responsibilities, including monitoring the effectiveness, objectivity and independence of the external auditor;
Reviewing draft financial statements, NZX preliminary announcements and annual and interim reports;
Reviewing accounting policies and practices;
Reviewing the risk management policy and the Manager's risk management reporting; and
Reviewing the Delegated Authority Policy annually.
The members are all independent directors being Carol Campbell (Chair), Allen Bollard and Bruce Cotterill. The Audit and Risk Committee is required to meet at least twice a year, with 5 meetings being held in the 2025 financial year. As Chair, Carol Campbell has an adequate accounting background as required by the NZX Listing Rules as she is a Fellow Chartered Accountant and a member of Chartered Accountants Australia and New Zealand.
Representatives of the Manager only attend meetings of the Audit and Risk Committee at the invitation of the committee.
Remuneration Committee
The full Board acts as the Remuneration Committee. The Remuneration Committee Charter is included in the Corporate Governance Manual. The responsibilities include setting and reviewing all components of the remuneration of non-executive Directors.
Nominations Committee
The full Board acts as the Nominations Committee. The Nominations Committee Charter is included in the Corporate Governance Manual. The responsibilities are as set out on page 20.
Takeover protocols
In June 2018, the Board adopted protocols setting out the procedures to be followed if a takeover offer is received. The protocols apply to all control transactions.
21
Principle 4 - Reporting and Disclosure
The board should demand integrity in financial and non financial reporting, and in the timeliness and balance of corporate disclosures.
Continuous disclosure
Asset Plus has adopted a disclosure policy setting out its approach to disclosing material information and communication with shareholders or analysts. Asset Plus recognises that the cornerstone of New Zealand and international securities law is full and fair disclosure of material information and that the timely, non-exclusionary distribution of information to the public is crucial to the efficiency and integrity of the capital markets.
Other than the Corporate Governance disclosures, Asset Plus has not provided non-financial disclosure in this annual report in accordance with Recommendation 4.4 of the NZX Corporate Governance Code. This is due to Asset Plus' portfolio only consisting of Munroe Lane following the sale of 35 Graham Street. The key focus for Munroe Lane is to lease the current vacancy and Asset Plus does not consider that non-financial disclosure on environmental and social sustainability is currently material for shareholders in Asset Plus. Asset Plus will publish its mandatory Climate-Related Disclosures in accordance with the Aotearoa New Zealand Climate Standards at https://www.assetplusnz. co.nz/company-document/ by 31 July 2025.
A copy of the policy is available on Asset Plus' website at https://www.assetplusnz.co.nz/corporate-governance, along with the Corporate Governance Manual.
Principle 5 - Remuneration
The remuneration of directors and executives should be transparent, fair and reasonable.
Remuneration of directors is reviewed by the Board. The director remuneration pool was approved at $300,000 when Asset Plus was formed following the corporatisation of the National Property Trust in 2011. In June 2017, the Asset Plus Board approved the below director fees which have continued to be paid during the past year.
Director remuneration
As Asset Plus no longer has any employees, it does not have a remuneration policy. Accordingly, Asset Plus has not complied with this recommendation for the entire period in which the NZX Corporate Governance Code has been in place. This practice has been approved by the Asset Plus Board.
Chief Executive remuneration
Following the externalisation of management to Centuria, Asset Plus no longer has a CEO.
Amount Paid
Director | Base Director Fees | Committee Fees | Annual Fee | During The Year |
Bruce Cotterill | $90,000 - Chair | - | $90,000 | $90,000 |
Carol Campbell | $65,000 | $10,000 - Chair of Audit & Risk Committee | $75,000 | $75,000 |
Allen Bollard | $65,000 | $5,000 - Member of Audit & Risk Committee | $70,000 | $70,000 |
Paul Duffy | $65,000 | - | $65,000 | $65,000 |
John McBain | - | - | - | - |
Total | $300,000 | $300,000 |
Approved Pool | $300,000 | |
22
Principle 6 - Risk Management
Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.
Asset Plus relies on Centuria's risk management framework to identify, oversee, manage and control risks that Asset Plus faces. Key risks have been identified including leasing of Munroe Lane, the performance of the Manager, compliance with regulatory obligations (including continuous disclosure), tenant default, cyber security, health and safety and changing trends in the property market.
Centuria is responsible under the management agreement for advising the Asset Plus Board on risk management matters. The Audit and Risk Committee receives such reports and oversee risk management.
Health and safety
Centuria oversees health and safety compliance on a day to day basis for Asset Plus in conjunction with the property manager for Munroe Lane. There is a hazard register for Munroe Lane which is managed on a day to day basis by the property manager and overseen by Centuria's asset managers.
Centuria's management team oversees compliance with Centuria's health and safety framework including regular reporting to the Board. This includes regular reporting to the Board on key health and safety statistics, incidents and hazard remedies.
The Asset Plus Board also considers health and safety issues at each board meeting and as they arise if necessary. A key focus for the Asset Plus Board is ensuring that hazards are identified and remedied and that reporting identifies the progress with remedial actions.
Principle 7 - Auditors
The board should ensure the quality and independence of the external audit process.
The Audit and Risk Committee Charter sets out Asset Plus' framework for managing relationships with its auditor. This includes the ability for directors to communicate directly with auditors and for auditors to attend meetings of the Audit and Risk Committee without management present. Any non-audit services provided by the audit firm must be approved by the Audit and Risk Committee.
Grant Thornton is the auditor of Asset Plus with the Key Audit Partner rotated every 5 years. Grant Thornton attends each annual shareholder meeting and is available to answer shareholder questions at the meeting. Grant Thornton also attends Audit and Risk Committee meetings.
Asset Plus has no separate internal audit function as it has no employees. It relies on the Manager's compliance assurance and risk management processes for ensuring continued improvement.
23
Principle 8 - Shareholder Rights and Relations
The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage with the issuer.
Asset Plus' website at https://www.assetplusnz.co.nz includes a range of information including bios for directors, copies of the Corporate Governance Manual, the constitution and historical annual and interim reports.
The Company engages with shareholders through annual and interim reports, results conference calls, presentations to shareholders and the annual shareholder meeting.
Shareholders have the right to receive communications electronically by notifying the share registrar. Major decisions which require approval under the NZX Main Board Listing Rules are submitted to shareholders for approval. All voting at shareholder meetings is conducted by a poll.
The annual shareholders notice of meeting in 2024 was provided to shareholders at least 20 working days prior to the annual meeting.
Statutory disclosures
Principal Activities
Asset Plus Limited is a listed commercial property investment company investing solely in New Zealand real estate.
Board Composition
The table below sets out details of the current directors of Asset Plus Limited and its wholly owned subsidiary Asset Plus Investments Limited, including the date on which they were appointed.
No one ceased to be a director of the Company or its subsidiary during the year ending 31 March 2025.
Director | Date Appointed |
Bruce Cotterill | 21 April 2017 |
Carol Campbell | 25 May 2015 |
Allen Bollard | 21 April 2017 |
Paul Duffy | 21 April 2017 |
John McBain | 8 September 2020 |
Board Attendance
Directors attended the following formal meetings of the Board in the year to 31 March 2025.
Board Meetings Held
Board Meetings
Audit & Risk Committee
Director | While A Director | Attended | Meetings Attended |
Bruce Cotterill | 9 | 9 | 5 |
Carol Campbell | 9 | 9 | 5 |
Allen Bollard | 9 | 8 | 5 |
Paul Duffy | 9 | 9 | N/A |
John McBain | 9 | 8 | N/A |
Interest Register Record
There were no entries made in the interests register during the year ended 31 March 2025 other than in respect of the directors' liability insurance policy entered into during the year.
Share Dealings by Directors
There were no share dealings by Directors during the year ended 31 March 2025. Securities of the Company in which each Director had a relevant interest as at 31 March 2025:
Director | Holding | Security Held | Nature of Relevant Interest |
Carol Campbell | 99,504 | Ordinary Shares | Registered Holder And Beneficial Owner |
24
Indemnity and Insurance
The Company has effected Directors and Officers liability insurance at prevailing rates for all Directors.
The Company and its subsidiaries have continued to indemnify the Directors for any costs referred to in Section 162(3) of the Companies Act 1993 and any liability or costs referred to in Section 162(4) of the Act.
Donations
The Company did not make any donations in the year to 31 March 2025 (2024: Nil).
Audit Fees
Amounts paid to the Auditor of the Company:
2025 $'000 | 2024 $'000 | |
Grant Thornton Audit Fees | 72 | 67 |
In addition to the audit the following other fees were paid to auditors | ||
Other Assurance Services | 11 | 30 |
Total | 83 | 97 |
25
Financial Statements
2025
Contents
Consolidated Statement of Comprehensive Income
28
29
Consolidated Statement of Changes In Equity
Consolidated Statement of Financial Position
Reconciliation of Net Profit to Net Cash Flow from Operating Activities
30
31
Consolidated Statement of Cash Flows
32
33
Notes to the Consolidated Financial Statements
Independent Auditor's Report
52
55
Shareholder Statistics
Directory 57
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2025
2025 | 2024 | ||
Note | $'000 | $'000 | |
Gross Rental Revenue | 6,815 | 5,329 | |
Direct Property Operating Expenses | (1,897) | (1,676) | |
Net Rental Revenue | 5 | 4,918 | 3,653 |
Administration Expenses | 6 | (1,704) | (1,753) |
Net Finance Costs | 6 | (1,756) | (2,295) |
Net Total Operating Expenses | (3,460) | (4,048) | |
Net Operating Surplus/(Deficit) | 1,458 | (395) | |
Net Fair Value Loss on Investment Properties | 11 | (10,118) | (7,985) |
Net Fair Value Gain on Properties Held for Sale | 12 | 2,964 | 3,083 |
Net Loss Before Taxation | (5,696) | (5,297) | |
Income Tax | 7 | - | - |
Net Loss After Taxation | (5,696) | (5,297) | |
Other Comprehensive Income | - | - | |
Total Comprehensive Loss for the Year, Net of Tax | (5,696) | (5,297) | |
Basic and Diluted Loss Per Share (cents) | 17 | (1.57) | (1.46) |
28 The notes set out on pages 33 to 51 form part of, and should be read in conjunction with, the consolidated financial statements.
Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 31 March 2025
Share Capital
Accumulated
Losses
Total
Note | $'000 | $'000 | $'000 | |
Opening Balance at 01 April 2023 | 192,726 | (46,221) | 146,505 | |
Net Loss After Taxation | - | (5,297) | (5,297) | |
Total Comprehensive Loss for the Year, Net of Tax | - | (5,297) | (5,297) | |
Dividends | 18 | - | - | - |
Closing Balance at 31 March 2024 | 192,726 | (51,518) | 141,208 | |
Opening Balance at 01 April 2024 | 192,726 | (51,518) | 141,208 | |
Net Loss After Taxation | - | (5,696) | (5,696) | |
Total Comprehensive Loss For the Year, Net of Tax | - | (5,696) | (5,696) | |
Dividends | 18 | - | (18,138) | (18,138) |
Closing Balance at 31 March 2025 | 192,726 | (75,352) | 117,374 |
The notes set out on pages 33 to 51 form part of, and should be read in conjunction with, the consolidated financial statements. 29
Consolidated Statement of Financial Position
As at 31 March 2025
2025 | 2024 | ||
Note | $'000 | $'000 | |
Current Assets | |||
Cash and Cash Equivalents | 10,931 | 3,736 | |
Trade and Other Receivables | 9 | 24 | 338 |
Other Financial Assets | 10 | - | 5,320 |
Prepayments | 9 | 78 | 117 |
Total Current Assets | 11,033 | 9,511 | |
Properties Held for Sale | 12 | - | 64,743 |
Non-Current Assets | |||
Investment Property | 11 | 107,000 | 116,050 |
Total Non-Current Assets | 107,000 | 116,050 | |
Total Assets | 118,033 | 190,304 | |
Current Liabilities | |||
Trade Payables, Accruals and Provisions | 14 | 659 | 2,522 |
Deposits Received | - | 13,600 | |
Borrowings | 13 | - | 32,974 |
Total Current Liabilities | 659 | 49,096 | |
Non-Current Liabilities | |||
Deferred Taxation | 7 | - | - |
Total Non-Current Liabilities | - | - | |
Total Liabilities | 659 | 49,096 | |
Net Assets | 117,374 | 141,208 | |
Share Capital | 192,726 | 192,726 | |
Accumulated Losses | (75,352) | (51,518) | |
Shareholders' Equity | 117,374 | 141,208 | |
The Board of Directors of Asset Plus Limited approved the consolidated financial statements for issue on 27 May 2025
Bruce Cotterill Carol Campbell
Chairman Chair Audit and Risk Committee
30 The notes set out on pages 33 to 51 form part of, and should be read in conjunction with, the consolidated financial statements.
