Annual report
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Vibrant living for a new generation of over-50s Annual Report 2025
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This report shares who we are, how we operate, and our approach to creating communities designed for living well. Welcome to GemLife’s inaugural annual report Acknowledgement of Country GemLife acknowledges the Traditional Custodians of the lands on which our communities are built across Queensland, New South Wales, Victoria and South Australia, and recognises their enduring connection to land, waters and culture. We pay our respects to their Elders past and present, and recognise the important role of First Nations peoples in shaping vibrant, connected communities. GemLife Maroochy Quays We are a leading builder, developer, owner, and operator of master-planned lifestyle resorts, purpose-built for a new generation of Australians over 50 seeking more freedom, connection and security. Our communities combine architecturally designed homes with premium wellness, leisure and recreational facilities, supporting a low-maintenance, lock-up-and-leave lifestyle. GemLife Group Ltd
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Contents FY25 highlights 02 Who we are 04 Our mission, purpose and values 06 Chair’s letter 08 CEO’s letter 10 Our business model 12 Happily ever active 15 Executing our strategy 16 Our portfolio 18 Sustainability 22 About the directors 26 GemLife Group financial report 27 Securityholder information 118 Corporate directory 121 GemLife Moreton Bay 01Annual Report 2025
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FY25 highlights Underlying NPAT $90.0m 10.1% on PCP EBITDA $110.0m 9.4% on PCP EBITDA margin 39% 1.3% on PCP Underlying EPS 23.7c 10.1% on PCP Statutory NPAT $48.2m 13.4% on PCP Revenue $281.7m 5.8% on PCP We delivered a strong FY25 performance, exceeding Prospectus forecasts and achieving solid growth across key financial metrics, supported by higher home sale prices and improved build margins. Statutory highlights Pro Forma highlights1,2 1. Reconciliation from statutory to Pro Forma EBITDA and Underlying NPAT is provided in section 2(iii) of the Remuneration Report on page 46. 2. EBITDA, Underlying NPAT and Underlying EPS are non-IFRS financial measures that exclude non-operating items such as unrealised fair value gains/(losses). 02 GemLife Group Ltd
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Total sites 10,431 across 33 communities Operational highlights GemLife Maroochy Quays Successful IPO and ASX listing raising $750 million to fund growth Completed in July 2025, the offer was significantly oversubscribed, reflecting strong investor confidence in GemLife’s vertically integrated model, leadership team and long-term growth strategy. Completion of the Aliria acquisition, and a subsequent site acquisition, to expand our portfolio to 33 communities This strategic acquisition consolidated development capabilities under a single platform, adding a pipeline of DA-approved and greenfield sites at attractive valuations. Expanding development approvals across the portfolio During the year, development approvals were secured for 604 additional homes across five communities, including Ballina and Beachmere. Premium home sales drove higher pricing and improved build margins Compared to FY24, average home sale prices increased 18% to $833,000, while average home build margins rose 24% to $418,000, reflecting strong demand for GemLife’s premium product offering. 312 home settlements achieved during FY25 Settlements were supported by strong buyer demand, with additional homes completed and sold during the period expected to settle in FY26. Growing sales pipeline supporting future settlements At 31 December 2025, GemLife had 246 homes under contract or expressions of interest, providing visibility over near-term sales activity. Occupied homes 2,116 as at 31 Dec 2025 Greenfield pipeline 4,244 including contracted sites Under development 4,071 with DA approvals 03Annual Report 2025
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About GemLife We are redefining over-50s living in Australia. GemLife’s vertically integrated model supports the development and operation of master-planned communities that offer high-quality, low-maintenance homes with exceptional lifestyle and recreational amenities, enabling active and socially connected living for over 50s. Our communities are purpose-built for a new generation of Australians seeking an active, independent and secure way of life. We create vibrant, socially connected environments where residents experience a strong sense of belonging. Whether it’s travel, pursuing new interests, or enjoying a relaxed pace, our communities are designed to support individual lifestyle choices, with wellbeing, freedom and flexibility at the heart of everything we do. From start-up to national leader GemLife was established in 2015 as a joint venture between the Puljich family and Thakral Capital, built on over 40 years of LLC expertise. We completed our first home settlement in 2017. In 2025, we proudly became a publicly listed company, marking a significant milestone in the evolution of GemLife. Today, our national portfolio includes 33 communities and projects across Australia, with operations in Queensland, New South Wales, Victoria with expansion planned into South Australia. With 2,116 occupied homes and a pipeline of 10,431 sites, we continue to expand our footprint through strategic portfolio growth and the creation of new lifestyle resorts in prime locations. GemLife Communities Group (ASX: GLF) is a leading pureplay builder, developer, owner, and operator in Australia’s Land Lease Community (LLC) sector, delivering premium resort-style communities for homeowners aged 50 and over. Who we are GemLife Pacific Paradise GemLife Moreton Bay 04 GemLife Group Ltd
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Our communities are purpose-built for a new generation of Australians seeking an active, independent and connected way of life. GemLife Gold Coast 05Annual Report 2025
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Built on strong foundations. Driven by people, purpose and place. Our purpose is to re-imagine living in Australia. We create thoughtfully designed communities that empower homeowners to live well, stay connected, and enjoy greater freedom in the next chapter of life. Everything we do is grounded in respect for people, pride in place, and a long-term commitment to quality, transparency, and care. Our purpose Our mission is to be Australia’s leading builder, developer, owner, and operator of premium land lease communities. We aim to deliver best-in-class homes and shared resort-style facilities for over-50s seeking an active, socially connected and financially rewarding lifestyle – without compromise. Our mission GemLife Moreton Bay 06 GemLife Group Ltd
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Our values Our success is underpinned by a deep commitment to people – our homeowners, our team, and the communities in which we operate. Tailored living Every GemLife community is shaped by the people who live there. Home designs, layouts, finishes and shared spaces evolve through direct homeowner input, ensuring they reflect real needs, preferences and lifestyles. Fee transparency We believe trust is built through clarity. Homeowners have full visibility over how site fees are used, supported by regular forums and open dialogue that encourage feedback. Wellbeing first Our communities are designed to support physical, social, and emotional wellbeing. From country clubs and swimming pools to gardens, workshops and social spaces, every element encourages connection, activity and purpose. Community contribution We are proud to support the communities beyond our gates. Through partnerships with organisations such as LifeChanger, and sponsorship of local festivals and events, we contribute to positive social outcomes where we operate. Ageing in place GemLife communities are designed to adapt as needs change. Built-in accessibility features and optional home-care services, delivered through trusted partners, support homeowners to remain independent for longer. ESG leadership We are committed to responsible growth and long-term sustainability. Supported by a $4.0 million ARENA grant, our embedded energy networks and community battery energy storage systems improve energy efficiency and help reduce costs for residents. Management engagement Senior management actively engages with homeowner committees to discuss reinvestment priorities, community improvements and future design. This ensures resident feedback informs both day-to-day operations and long-term planning. Our values guide every decision we make and shape how our communities are designed, built, and managed. 07Annual Report 2025
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Dear Securityholders, On behalf of the Board, it is a privilege to present GemLife’s first Annual Report as an ASX 300-listed company. FY25 was a defining year for GemLife, culminating in our successful listing on the ASX in July 2025. The $750.0 million capital raising was significantly oversubscribed, reflecting strong investor confidence in our vertically integrated model, disciplined growth strategy and experienced leadership team. The quality of our shareholder register provides a strong and stable foundation for the next phase of our growth. Delivering on our commitments As a newly listed company, one of our early priorities has been ensuring clarity around our strategy, capital discipline and operating model. The Board has remained focused on execution against the commitments made in our Prospectus. I am pleased to report that GemLife performed above Prospectus forecasts in its first reporting period as a listed company. This reflects considered management, strong margin control and the inherent resilience of our integrated development model. We said we would deliver. We did. Capital discipline and growth A defining feature of GemLife is its ability to recycle capital efficiently across the development lifecycle. During the year, we demonstrated this discipline through the planned acquisition of the Townsville site without returning to equity markets or increasing reliance on external debt. The ability to fund new opportunities through internally generated capital is a meaningful differentiator in our sector. Chair’s letter 08 GemLife Group Ltd
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This transaction will be funded internally, underscoring the strength of our balance sheet and the cash generative nature of the business. For the Board, growth must always be matched with prudence. The ability to fund new opportunities through internally generated capital is a meaningful differentiator in our sector and reinforces our commitment to sustainable, long-term value creation. Governance and operating discipline Transitioning to life as a listed company has required us to formalise governance frameworks, while carefully preserving the culture and agility that have underpinned GemLife’s success to date. During the year, we strengthened reporting structures, enhanced risk oversight and embedded remuneration frameworks aligned with ASX governance standards. These measures strengthen transparency, accountability and long-term alignment with securityholder interests. As the business scales, managing thousands of homeowners and a significant national development pipeline, operational resilience remains critical. We have continued investing in systems, technology and cybersecurity capability to support growth and safeguard our stakeholders. Innovation and sustainability GemLife’s communities are built for long-term living. Innovation in construction methodologies, design efficiency and cost control remains central to maintaining margins and delivery certainty. Sustainability is embedded in our approach as a core design principle. Energy-efficient design, responsible material selection and community wellbeing are integrated into each development. Over the coming year, we will formalise our first ESG and Sustainability Plan, providing greater transparency around commitments that have long been a part of how we operate. Operating environment The structural drivers supporting the land lease community sector remain compelling. Australia’s growing over-50 cohort is seeking high-quality, low-maintenance housing that enables independence, connection and financial flexibility. GemLife communities are designed precisely for this reality, delivering purpose-built environments while unlocking established housing back into the broader market. Our vertically integrated platform provides cost control and delivery oversight that positions us well in a constrained construction environment. Outlook GemLife enters FY26 with momentum and a long-term pipeline exceeding 10,400 sites across multiple states. This provides substantial visibility over future development activity. The Board remains focused on disciplined delivery, prudent capital management and measured expansion as we continue to scale the platform and deliver on our commitments. Thank you On behalf of the Board, I thank the GemLife team for their dedication, professionalism and continued focus on excellence. The Group has grown rapidly to 400 people nationally and it is your commitment that creates the communities our homeowners enjoy and that sustains the culture that defines GemLife. I acknowledge Adrian Puljich, Managing Director and Group CEO, and Ashmit Thakral, CFO, for their exceptional leadership and energy during what has been an intensive year of transition. I also thank my fellow Directors for their stewardship and judgement during this important stage of the Company’s evolution. Finally, to our securityholders – thank you for your trust. GemLife enters its first full year as a listed company operationally strong, financially disciplined and well positioned to deliver sustainable long-term value. More than that, we are making a meaningful contribution to the lives of thousands of Australians who call our communities home. That purpose is what drives us. Yours sincerely, Kristie Brown Chair of GemLife Group 09Annual Report 2025
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Dear Securityholders, I am proud to present GemLife’s first Annual Report as a publicly listed company. The successful Initial Public Offering (IPO) and seamless transition from a private company to a publicly listed entity marks an important milestone in our journey, and I thank all our stakeholders who supported us through this transformation. As a founder-led business built on more than four decades of family experience, we remain focused on continuing to innovate and evolve the sector as we enter this next phase of growth. 2025 performance The business delivered a strong performance in FY25, exceeding Prospectus forecasts and outperforming FY24 across all key financial metrics. This was driven by higher home sale prices and strong operational performance, supporting improved build margins. Compared to FY24, average home sale prices increased 18% to $833,000, while average home build margins increased 24% to $418,000. Importantly, we have now preserved build margins within our 47–52% range for seven consecutive years – through one of the most challenging housing and construction environments in recent history. While settlements were modestly below Prospectus expectations due to timing, margin strength more than offset this, demonstrating the resilience of our vertically integrated model. We entered FY26 with 246 homes either under contract or with expressions of interest, and 300 homes completed or under construction. This provides strong visibility into earnings for the year ahead. Accordingly, we have provided FY26 Underlying EPS guidance of 28.5 to 30.0 cents, representing growth of 20–27% on FY25. GemLife delivered a strong performance in FY25, exceeding Prospectus forecasts and outperforming FY24 across all key financial metrics. CEO’s letter 10 GemLife Group Ltd
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Key achievements The IPO was significantly oversubscribed, raising $750.0 million to fund our growth strategy. The quality and composition of our securityholder register reflects strong long-term alignment with the GemLife strategy. The acquisition of the Aliria portfolio in July 2025 was a major milestone for the Group and, together with the Townsville site contracted in December 2025, has expanded our construction pipeline to more than 10,400 homes. We also celebrated several milestones during the year, including the launch of new resorts at Elimbah, Kilcoy and Burnett Heads, the completion of established communities and the opening of two country clubs, including our largest to date at GemLife Gold Coast. The third annual GemLife Games also brought homeowners together from across our communities in a spirit of camaraderie and healthy competition. Strategic priorities for FY26 Our strategic priorities for FY26 include commencing construction of our new greenfield sites. Innovation remains key to enhancing our growth ambitions, minimising our environmental footprint and maintaining margin. During the year, we delivered our first pilot factory-built home at GemLife Rainbow Beach, marking an important step in evolving our construction methodology. This initiative has the potential to enhance build efficiency, reduce waste and further strengthen margins over time. We are also progressing Australia’s first vertical land lease community at Currumbin Waters, alongside the rollout of “pocket park” infill developments in established urban locations – broadening the appeal and accessibility of the land lease model. At the end of 2025, we contracted a 32.5-hectare greenfield development site in Townsville, Queensland. Once developed, this community will add 550 sites to our portfolio. Our vertically integrated model remains the foundation of our success. By controlling land acquisition, planning, civil works, residential and commercial construction, sales and community operations, we retain build margins, manage working capital efficiently through progress payments and adjust product mix in real time to preserve profitability. Our competitive advantage Our competitive advantages include a vertically integrated platform that provides operational and construction flexibility to respond to market conditions, and a premium product offering defined by oversized homes, high-quality finishes and resort-style community facilities. This combination enables us to deliver market-leading homes and communities that are thoughtfully designed to foster connection, wellbeing and long-term lifestyle value for our homeowners. Our homeowner-first focus filters through to every aspect of the business. Market outlook Our homeowner base continues to grow strongly. With this demographic expansion set to continue, we are well positioned to play a meaningful role in addressing the downsizing needs of Australia’s over-50s. Community operating profit has grown at 39% per annum over the past three years, supported by 25% annual growth in occupied homes and stable, contracted site fee increases. This recurring income stream continues to strengthen as communities mature. Our acquisition pipeline extends across Victoria, NSW, Queensland and South Australia. We continue to seek out development opportunities in both tree change and sea change locations that support our long-term growth strategy. Thank you I am grateful for our Board’s vision and guidance. They have quickly adapted to our business and understand that we are not only a community operator, but also a developer and builder of the resorts that provide real options for over-50 homeowners now and into the future. I thank my senior management team for what has been an exceptional 12 months, and the broader GemLife team for their commitment during our first year as a public company. I also thank our securityholders and stakeholders for their confidence in GemLife and our aspirations. Most importantly, I thank our homeowners who place their trust in us. We remain committed to listening, improving and delivering communities that genuinely enhance quality of life. We are only at the beginning. Our ambitions are high, our commitment is unwavering, and we are well positioned to deliver on everything we have set out to achieve. Yours sincerely, Adrian Puljich Managing Director and Group Chief Executive Officer 11Annual Report 2025
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Our business model GemLife retains /l.altand ownership, maintains community and facilities Homeowner owns and maintains their home Homeowner pays weekly site rent to GemLife GemLife builds and sells homes Key revenue streams Our business model has two separate revenue streams. Home settlement revenue Site rental income Revenue from the sale of new homes to residents, who purchase and own their dwelling outright. Recurring revenue from homeowners who pay a weekly site fee to occupy the land and access shared facilities, which we own and maintain. How it works Land lease communities like ours combine modern, low-maintenance homes with premium facilities, supported by a transparent financial model that eliminates stamp duty, entry fees, exit fees and deferred management fees. It’s a pathway that makes downsizing easier and more appealing. • Homeowners buy a home within a GemLife community and then lease the land. • Simple lessor-lessee relationship between GemLife and the homeowner. • The homeowner retains the right to long-term tenure. Eligible homeowners may qualify for Commonwealth Rent Assistance. • GemLife retains ownership of the land and collects site rental income from homeowners. • The model is governed by state-based legislation, giving homeowners long-term security and peace of mind. • No entry or exit fees (deferred management fees), no stamp duty, and homeowners keep their capital gains. 12 GemLife Group Ltd
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Our vertically integrated operating model We control the end-to-end development, delivery, and home sales process – a key industry differentiator. Community planning • We select quality locations based on clear criteria, targeting sites with distinctive features that set our communities apart. • CEO-led negotiations with vendors secure favourable terms and unlock unique opportunities. • Our network of town planners and in-house architects guide each project from feasibility through to market. • By taking on planning risk early, including the acquisition and consolidation of greenfield sites, we unlock additional value. Development and construction • Our vertically integrated team accelerates project delivery and maintains rigorous quality control. • Fully integrated software streamlines purchasing, scheduling and on-site workflows. • Senior management leads negotiations with subcontractors and suppliers, leveraging our scale to secure competitive pricing and reliable supply. Sales and marketing • Our strong brand recognition is driven by our in-house sales and marketing team. • Dedicated event coordinators deliver polished open days that resonate with residents and prospective buyers. • Targeted campaigns for premium blocks, featuring bespoke homes designed in-house, generate stronger margins. Operations and maintenance • Senior management hosts regular community forums, building trusted relationships with homeowner committees. • Our accessible management team communicates openly about operations and costs, fostering connected communities where residents thrive. • High-quality construction from day one reduces ongoing maintenance, improving operating margins while keeping site fees affordable. GemLife Woodend 13Annual Report 2025
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Development lifecycle Our development lifecycle demonstrates strong capital efficiency. Initial outflows fund land acquisition, civil and infrastructure works. As homes are sold, sales momentum accelerates cash inflow, while community operating profit grows as homes are settled. Proceeds from home sales are reinvested to fund subsequent stages of development. At project completion, site rental becomes a perpetual income stream. Rental income commences once a home is built on a site creating a highly predictable and recurring revenue stream. What makes us different Quality homes Lifestyle focus Cost discipline Risk management Innovation Every home we construct is built to a premium standard, with oversized floor plans, high-end fixtures and fittings, and a generous range of standard inclusions. Our in-house design and construction teams ensure consistency and attention to detail across every community, delivering homes that look and feel exceptional from day one. We design communities for people to experience a higher quality of life, bringing together resort-style country clubs, wellness centres, pools, sports facilities and landscaped gardens to create generous spaces for connection, activity and relaxation. It’s a lifestyle that gives residents the freedom to pursue their interests, stay active and enjoy each day on their own terms. We manage cost responsibly. Our vertically integrated model gives GemLife direct control over every stage of development, from land acquisition through to home delivery. This structure, combined with long-standing supplier relationships and economies of scale, allows us to manage costs while maintaining the quality our residents expect. We take a measured approach to growth, balancing ambition with prudent decision-making. Staged development allows us to match supply with demand, while our integrated model reduces reliance on external contractors and provides greater control over timelines, costs and quality throughout the project lifecycle. We continuously look for better ways to build, operate and deliver value, from community battery systems to new construction methods that improve efficiency and sustainability. Innovation is embedded in how we think about the future. GemLife Moreton Bay 14 GemLife Group Ltd
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A new chapter at GemLife For Steven and Nina Butler, discovering GemLife marked the beginning of a new chapter – one shaped by connection, choice and a lifestyle designed for living well. The couple moved into their new home in 2025, drawn by the promise of more than just a beautiful place to live. What they found was a thoughtfully designed over-50s lifestyle resort that makes it easy to stay active, social and engaged, while enjoying the freedom to live life on their own terms. Their journey to GemLife began unexpectedly. After relocating to Yeppoon on Queensland’s central coast for work, the Butlers loved their home – but distance from family soon became a reality. “During Christmas 2024, all our children were working, and it really hit home,” Nina said. “We realised we needed to be closer.” A simple online search led them to GemLife Palmwoods – and to a lifestyle they hadn’t previously considered. “We didn’t even know what an over-50s lifestyle resort was,” Steven said. “We visited and bought our home the very next morning.” For the Butlers, life in their new community is happily full – from pickleball and pool to trivia nights and volunteering behind the Country Club bar. Even friends from Yeppoon were inspired to follow, becoming nearby neighbours. “Keeping active and connected makes such a difference,” Nina said. “You feel it every day.” Steven agrees. “Finding GemLife wasn’t something we planned, but it turned out to be exactly what we were looking for. You really have to see it to believe it. The lifestyle, the quality, the friendships – it’s just fantastic.” Happily ever active GemLife Palmwoods 15Annual Report 2025
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Executing our strategy We are pursuing continued growth through new home sales across our existing portfolio, strategic site acquisitions, and expansion into innovative product offerings. Our growth strategy is underpinned by compelling sector fundamentals, with the land lease model well positioned to benefit from Australia’s ageing population and downsizer dynamics. GemLife Currumbin Waters 16 GemLife Group Ltd
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Building out our pipeline Following completion of the Aliria portfolio, and contracting the Townsville site in late December 2025, our development pipeline, underpinning our future growth potential comprises more that 10,400 homes. This 10+ year pipeline provides a clear roadmap for future business expansion, supporting future Home Settlement Revenue and long-term Site Rental Income. Geographic expansion Our portfolio is currently concentrated in Queensland, due to its favourable climate and proximity to major coastal and lifestyle destinations. To support national expansion, we are actively diversifying our geographical footprint through an acquisition pipeline strategy spanning Victoria, NSW, Queensland and South Australia. We remain agnostic as to tree change or sea change locations, focusing on sites that enable us to achieve target development margins while delivering high-quality communities. The Aliria acquisition We acquired the initial eight sites in the Aliria portfolio for a purchase price of $220.0 million. This acquisition, together with four additional contracted sites in the Aliria portfolio, expanded GemLife’s growth profile, adding more than 3,300 sites and increasing our number of communities and projects by 60%. Product innovation We’re driven by innovation, shaping enhanced products, sharpening our processes and creating quality homes more efficiently. We continue to explore alternative building methodologies, with a strong focus on environmental sustainability and efficiency. We are progressing a new, transformative building method designed to reduce housing costs while delivering quality, more efficient, ESG-aligned product types. We’re driven by innovation, shaping enhanced products, sharpening our processes and creating quality homes more efficiently. 17Annual Report 2025
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Our portfolio comprises 33 communities Australia wide, representing 10,431 sites. Our communities range from active resorts with occupied homes to development sites and greenfield pipeline projects. Our portfolio Sites by community status (number of sites)1 Occupied GemLife 12 Communities 20 Communities 33 Communities 2,116 3,484 Under Development DA Approved Pipeline Projects Expected to be Acquired Occupied and/or Under Development Sites 5,600 587 2,546 1,698 10,431 Greenfield Pipeline Total Sites in Portfolio and Pipeline Total 1. All data as at 16 February 2026, except Occupied, which is as at 31 December 2025. Queensland Total sites Bribie Island 415 GemLife on Dean (Rockhampton) 57 Gold Coast 704 Highfields 446 Highfields Heights 467 Maroochy Quays 264 Moreton Bay 638 Pacific Paradise 211 Palmwoods 324 Beachmere 428 Cotswold Hills 418 Elimbah 487 Heritage Park 313 Kilcoy Greens 286 Lighthouse Bay 437 Logan Grove 282 Currumbin Waters 215 Glass House Mountains 251 Gympie 526 Shoal Point 232 Townsville 550 Yeppoon 317 South Australia Total sites Strathalbyn 266 Portfolio overview 18 GemLife Group Ltd
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Victoria Total sites Woodend 245 New Gisborne 249 Heathcote 219 NSW Total sites Rainbow Beach 178 Tweed Waters 96 Ballina 110 Lennox Head 148 Gulmarrad 176 Terranora 143 James Creek 333 33 communities 10,431 sites 1 3 7 22 Community status Active Under development DA approved pipeline Greenfield pipeline Projects secured 19Annual Report 2025
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Our active communities GemLife on Dean (QLD) 5 occupied homes, 52 under development. Clubhouse underway. GemLife Bribie Island (QLD) 404 occupied homes. Community is substantially complete with DA received for 11 additional homes. GemLife Rainbow Beach (NSW) 141 occupied homes, 37 under development. Country club completed. GemLife Gold Coast (QLD) 124 occupied homes, 241 under development. Homes being delivered, country club opened mid FY25. GemLife Highfields (QLD) 308 occupied homes, 8 under development. Remaining homes being delivered, expansion land acquired. GemLife Maroochy Quays (QLD) 261 occupied homes, 3 under development. Country club completed. 20 GemLife Group Ltd
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GemLife Moreton Bay (QLD) 116 occupied homes, 437 under development. First LLC to achieve 5-Star Green Star Communities certification. GemLife Pacific Paradise (QLD) 211 occupied homes. Community is now fully occupied. GemLife Palmwoods (QLD) 197 occupied homes, 7 under development. Country club completed. GemLife Highfields Heights (QLD) 23 occupied homes, 399 under development. Early works on Summer House underway. GemLife Tweed Waters (NSW) 81 occupied homes, 15 under development. Country club opened mid FY25. GemLife Woodend (VIC) 245 occupied homes. Community is now fully occupied. Our growing portfolio of active communities demonstrates the strength of the GemLife model. Purpose-built for a new generation of over-50s Australians, each community combines high-quality homes with premium lifestyle amenities and professional on-site management. Together, they create vibrant environments where homeowners enjoy independence, connection and the freedom to live life on their terms. 21Annual Report 2025
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Sustainability Sustainability has been a foundational principle guiding our approach to community development for more than 10 years. As one of Australia’s fastest-growing land lease developers, we recognise the scale of our environmental footprint and are committed to taking meaningful action. We have consistently exceeded regulatory requirements and led the industry in sustainable design, construction, and operations. We have a dedicated division wholly focused on sustainability, through Environmental, Social and Governance (ESG) matters, and how they impact GemLife, our communities and our stakeholders. Environmental Green Star and EnviroDevelopment leadership In FY25, GemLife’s Moreton Bay resort became the first land lease community in Australia to achieve a 5-Star Green Star Communities certification from the Green Building Council of Australia. This recognition demonstrates GemLife’s commitment to creating sustainable, liveable and resilient master-planned communities. Six of our communities – Gold Coast, Moreton Bay, Highfields Heights, Elimbah, Lennox Heads and Beachmere Waters – have been independently verified through the Urban Development Institute of Australia’s EnviroDevelopment program, acknowledging excellence across six sustainability pillars: ecosystems, waste, energy, materials, water and community. GemLife Palmwoods 22 GemLife Group Ltd
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Industry-leading energy efficiency The average GemLife home scores between 7 and 7.7 stars on the NatHERS thermal performance rating and between 85-90 on the whole-of-home energy rating, far exceeding the national mandatory threshold of 60. All homes have sustainable design features and materials, including energy-saving features designed to enhance comfort and performance, including solar rooftop PV systems, heat-pump hot-water systems, inverter-technology air conditioning, cladding for thermal regulation, and energy-efficient appliances. Every home is connected via smart meters and integrated tablets, providing residents with real-time visibility over their energy generation and consumption. In most communities, energy generation exceeds consumption, delivering both environmental and financial benefits to residents. New homes are also being equipped with EV charging infrastructure. Community battery initiative In partnership with the Australian Renewable Energy Agency (ARENA), we received $4.0 million to deliver ten Battery Energy Storage Systems (BESS) across eight communities, with a total capacity of 14.5MWh. An additional 2.6MWh of capacity has been installed across two other communities, bringing the total planned capacity to 17.2MWh. GemLife’s Virtual Power Plant (VPP) solution links rooftop solar to the community BESS using smart AI-driven technology. This VPP initiative captures excess solar energy generated by individual homes and redistributes it across the community as needed. The program eliminates peak and off-peak tariff fluctuations for residents, reduces overall energy costs, shielding homeowners from soaring electricity prices, and creating an additional revenue stream by allowing the sale of surplus energy back into the National Electricity Market. We continue to work closely with Queensland University of Technology, and local suppliers to refine this model and share learnings with the broader industry. 23Annual Report 2025
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Social Community wellbeing We provide premium on-site lifestyle facilities, including country clubs, wellness spaces, fitness centres and recreation areas that support active, social and independent living. There is a strong focus on resident inclusion through regular social, cultural and sporting events such as the GemLife Games, the GemLife LifeChanger Family Festival, community vegetable gardens, and on-site health and wellness classes and clubs. Our homeowner-led initiatives are supported by on-the-ground community management teams, contributing to a sense of belonging, empowerment, and promoting wellbeing and positive ageing. The Gem, our monthly lifestyle magazine, further supports connection through resident stories, wellness content and community news. Social responsibility At both corporate and local levels, we maintain a strong commitment to community support and giving back. Partnerships include LifeChanger Foundation, the Gold Coast Running Festival, Noosa Festival of Surfing, Cancer Council, Dementia Australia, Heart Foundation, and a range of local community organisations. Reconciliation In late 2025, we commenced our reconciliation journey, initiating our first Reconciliation Action Plan to strengthen relationships and opportunities with Aboriginal and Torres Strait Islander peoples. Responsible growth, sustainable communities and resident wellbeing are central to how we create long-term value. 24 GemLife Group Ltd
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Governance We are committed to strong corporate governance and compliance, recognising this as essential to the effective management of our business. Our governance framework is overseen by the Board of Directors, which comprises a majority of independent non-executive Directors providing an appropriate balance between oversight and management. The Board focuses on improving business performance, delivering value to securityholders and maintaining robust internal controls, risk management and corporate governance policies. As part of the IPO process, all mandatory committees and key policies were established and now play an integral role in our governance framework – strengthening transparency, accountability and long-term alignment with securityholder interests. ESG reporting and outlook As Australia’s Environmental, Social, and Governance (ESG) and sustainability reporting landscape continues to evolve, we are well -positioned to formalise and build upon the sustainable practices we have long embraced. Over the next 12 to 24 months, we will continue to formalise our first ESG and Sustainability Plan and reporting requirements, demonstrating our longstanding commitment to sustainability, while providing a clear roadmap to track progress and uphold the high standards expected by our communities and stakeholders. GemLife remains steadfast in its commitment to delivering long-term value through the integration of ESG principles across our entire portfolio. 25Annual Report 2025
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About the directors Ms Kristie Brown Non-Executive Director and Chair (Appointed 11 June 2025) Mr Adrian Puljich Managing Director and Group Chief Executive Officer Mr Inderbethal Singh Thakral Non-Executive Director (Appointed 11 June 2025) Mr Mark Fitzgibbon Non-Executive Director (Appointed 11 June 2025) Ms Alison Quinn Non-Executive Director (Appointed 11 June 2025) Refer to page 29 for more information about the directors. 26 GemLife Group Ltd
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Directors’ report 28 Auditor’s Independence Declaration 59 Consolidated statement of profit or loss and other comprehensive income 60 Consolidated statement of financial position 61 Consolidated statement of changes in equity 62 Consolidated statement of cash flows 63 Notes to the consolidated financial statements 64 Consolidated entity disclosure statement 110 Directors’ declaration 112 Independent Auditor’s Report 113 Securityholder information 118 Corporate directory 121 Financial report GemLife Highfields Heights 27Annual Report 2025
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Directors’ report 31 December 2025 The directors of GemLife Group Ltd (the “Company” or “parent entity”) present the financial report of the Company and the entities it controls (together the “Consolidated Group” or “the Group”) for the year ended 31 December 2025. As at 31 December 2025, the shares of the Company were stapled to the units of several trusts (units of several trusts and shares of several companies at 31 December 2024) to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders/unitholders in equal proportion at all times. On 3 July 2025, the Company successfully completed its Initial Public Offering (‘IPO’) and was officially listed on the Australian Securities Exchange (‘ASX’). The stapled group was restructured on 7 July 2025 and a staple was implemented resulting in the shares of the Company being stapled to units of 10 trusts. The shares of the Company and the units of the stapled trusts trade as one security on the ASX (ASX code: GLF, referred to as GemLife Communities Group on the ASX). Separate financial reports have been prepared for each of the stapled trusts. Directors The following persons were directors of GemLife Group Ltd during the whole of the financial year and up to the date of this report, unless otherwise stated: Executive Director Mr Adrian Puljich – Managing Director and Group Chief Executive Officer Non‑Executive Directors Ms Kristie Brown – Non‑Executive Director and Chair (Appointed 11 June 2025) Mr Inderbethal Singh Thakral – Non ‑Executive Director (Appointed 11 June 2025) Mr Mark Fitzgibbon – Non ‑Executive Director (Appointed 11 June 2025) Ms Alison Quinn – Non‑Executive Director (Appointed 11 June 2025) Former Directors Mr Peter Puljich – Director (Resigned 11 June 2025) Mr Ashmit Thakral – Director (Resigned 11 June 2025) Mr Greggory Piercy – Director (Resigned 11 June 2025) Mr Victor Shkolnik – Alternate Director (Resigned 11 June 2025) Mr Kevin Barry – Alternate Director (Resigned 11 June 2025) 28 GemLife Group Ltd
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Directors’ report continued Information about the directors Name Particulars Ms Kristie Brown Non‑Executive Director and Chair (Appointed 11 June 2025) Kristie has a background in corporate law, with over 17 years’ experience in funds management and mergers and acquisitions. She practised at leading law firms Clayton Utz and Ashurst and has considerable experience advising large corporations, fund managers, financial institutions, private equity and hedge fund operators, real estate investment trusts, developers and financiers. Following her legal career, Kristie established a private investment business, Danube View Investments Pty Ltd, which primarily operates in the Australian property sector. She was also a founding partner of Couloir Capital Pty Ltd prior to her departure in January 2026 – an investment firm established in 2022 to invest its own capital in unique investment opportunities. Kristie is currently Non ‑Executive Director and Chair of Centuria Capital Group Ltd (ASX: CNI), and a Non‑Executive Director and Chair of Centuria Life Limited and Over Fifty Guardian Friendly Society Limited. She is also a Director of Danube View Investments Pty Ltd. Kristie holds a Bachelor of Laws (Honours) and a Bachelor of Commerce (Finance) from the University of Newcastle. Kristie is the Chair of the Remuneration and Nomination Committee and is a member of the Audit and Risk Committee. Other listed company directorships in the last three years Centuria Capital Group Ltd (ASX: CNI) Former listed company directorships in the last three years None Name Particulars Mr Adrian Puljich Managing Director and Group Chief Executive Officer Adrian has over 20 years’ experience in the land lease community (LLC) sector, coming from a second‑generation LLC family. He founded GemLife Communities Group in 2015 and, as Chief Executive Officer, has led the Group’s growth to become one of Australia’s leading lifestyle LLC operators. Under his leadership, GemLife has expanded to 33 communities and projects and more than 10,400 homes, with a development pipeline spanning multiple Australian states. Adrian has overseen all aspects of the Group’s strategy and operations, including site acquisition, development, construction, community operations and capital management. Adrian also led GemLife through its successful listing on the ASX in July 2025, positioning the Group for its next phase of growth as an ASX ‑listed entity. Adrian holds a Bachelor of Laws from Bond University and a Master of Laws from the Australian National University. He also holds an unrestricted building licence in Queensland, New South Wales, Victoria and Western Australia, as well as an Advanced Diploma of Building and Construction (Management). Other listed company directorships in the last three years None Former listed company directorships in the last three years None 29Annual Report 2025
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Directors’ report continued Name Particulars Mr Inderbethal Singh Thakral Non‑Executive Director (Appointed 11 June 2025) Inderbethal (Bethal) is the Chief Executive Officer and an Executive Director of Thakral Corporation Limited (SGX: AWI), which is listed on the Singapore Stock Exchange and operates across manufacturing, logistics and property development in India, China and South‑East Asia. Bethal also serves as a director of a number of subsidiary companies within the Thakral Group, contributing to group‑wide governance, strategy and operational oversight across multiple jurisdictions. Bethal is also Chairman of Sahib Sri Guru Singh Ji Education Trust, a Hong Kong‑based charitable organisation supporting education initiatives. Other listed company directorships in the last three years Thakral Corporation Limited (SGX: AWI) Former listed company directorships in the last three years None Name Particulars Mr Mark Fitzgibbon Non‑Executive Director (Appointed 11 June 2025) Mark served as Chief Executive Officer and Managing Director of the nib Group from October 2002 to November 2024. During his tenure, he led nib through a significant period of growth, including its demutualisation and successful listing on the ASX in 2007, where it is now an ASX 100 company. Prior to joining nib, Mark held senior executive roles across a number of large Australian organisations, including local council and peak industry bodies. Mark is currently a Non‑Executive Director of Sports Australia Hall of Fame Limited and a member of the J.P. Morgan Advisory Council. Mark holds a Masters in Business Administration from the University of Technology Sydney and a Masters in Arts (Applied Research) from Macquarie University. Mark is the Chair of the Audit and Risk Committee and is a member of the Remuneration and Nomination Committee. Other listed company directorships in the last three years None Former listed company directorships in the last three years nib Holdings Limited (ASX: NHF) (until 30 November 2024) 30 GemLife Group Ltd
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Directors’ report continued Name Particulars Ms Alison Quinn Non‑Executive Director (Appointed 11 June 2025) Alison is an experienced property executive with more than 25 years’ experience across real estate, infrastructure and property development, with a particular focus on retirement living and master‑planned communities. Alison has held a number of senior executive leadership roles, including Chief Executive Officer of RetireAustralia and Growth Management Queensland for Queensland State Government, and Executive General Manager roles of Retirement at Aveo and Sanctuary Cove. She has also made a significant contribution to industry leadership and policy, having served as a Director of the National Board of the Property Council of Australia and, for three years, as National President of the Retirement Living Council. Alison is currently a Non‑Executive Director of BWP Trust (ASX: BWP), Brisbane Airport Corporation (and Chair of the Property Committee), OakTree Retirement Group, UnitingCare Queensland, Economic Development Queensland and Ability First Australia. She is also an Advisory Board member for ADCO Constructions. Alison holds a Bachelor of Commerce from the University of Queensland. She has also been awarded honorary life membership from the Property Council of Australia in recognition of her contributions to the senior living sector in Australia. Alison is a member of the Audit and Risk Committee and the Remuneration and Nomination Committee. Other listed company directorships in the last three years BWP Trust (ASX: BWP) Former listed company directorships in the last three years None The following table sets out each director’s relevant interest in shares and rights of the Company as at the date of this report: Directors Shares Number Rights Number Ms Kristie Brown 110,000 – Mr Adrian Puljich 100,680,769 360,577 Mr Inderbethal Singh Thakral 64,109,136 – Mr Mark Fitzgibbon 164,231 – Ms Alison Quinn 84,135 ‑ 165,148,271 360,577 31Annual Report 2025
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Directors’ report continued Company secretary Name Particulars Ms Fiona Van Wyk (Appointed 2 May 2025) Fiona was appointed Company Secretary on 2 May 2025. Fiona has over 25 years’ experience as a company secretary, including more than 12 years as Company Secretary of ASX‑listed companies in Australia. Prior to this, Fiona worked for KPMG in South Africa, where she headed the firm’s Company Secretarial Division. Fiona is a Fellow Member of the Governance Institute of Australia and the Australian Institute of Company Directors. Name Particulars Mr Ashmit Thakral (Appointed 11 June 2025) Ashmit was appointed as joint Company Secretary on 11 June 2025. Ashmit has more than 10 years‘ experience in the finance industry and has been Chief Financial Officer since 2019. Ashmit has been involved with GemLife since its inception, when Thakral Capital partnered with the Puljich family to form the GemLife Communities Group, with Thakral Capital serving as the capital partner. Ashmit holds a Bachelor’s and a Master’s degree in Mathematics from the University of Oxford, United Kingdom. Ashmit is a director of Thakral Corporation Limited (SGX: AWI), which is listed on the Singapore Stock Exchange and operates across manufacturing, logistics and property development in Australia, India, China and South‑East Asia. Ashmit is a director of Thakral Capital Holdings (Australia) Pty Ltd and its group of entities in Australia. Meetings of Directors The number of meetings of the Company’s Board of Directors (‘the Board’) and of each Board committee held during the year ended 31 December 2025, and the number of meetings attended by each director were: Full Board Nomination and Remuneration Committee Audit and Risk Committee Attended Held* Attended Held* Attended Held* Post listing on ASX – 3 July to 31 December 2025: Ms Kristie Brown 6 6 1 1 4 4 Mr Adrian Puljich 6 6 – – – – Mr Inderbethal Singh Thakral 5 6 – – – – Mr Mark Fitzgibbon 6 6 1 1 4 4 Ms Alison Quinn 6 6 1 1 4 4 Pre listing on ASX – 1 January 2025 to 2 July 2025: Mr Adrian Puljich 2 2 – – – – Mr Peter Puljich 2 2 – – – – Mr Ashmit Thakral 2 2 – – – – Mr Greggory Piercy 2 2 – – – – * Held represents the number of meetings held during the time the director held office. – Indicates “not applicable” as the directors were not members of the respective committee. 32 GemLife Group Ltd
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Directors’ report continued Remuneration of key management personnel Information about the remuneration of key management personnel is set out in the Remuneration Report section of this Directors’ Report (starting on page 39). The term “key management personnel” refers to those persons having authority and responsibility for planning, directing and controlling the activities of the Consolidated Group, directly or indirectly, including any director (whether executive or otherwise) of the Consolidated Group. Former partners of the audit firm There are no officers of the Company who are former partners of Deloitte Touche Tohmatsu. Principal activities The Consolidated Group is a leading developer, builder, owner and operator within Australia’s Land Lease Community (LLC) sector. The Consolidated Group provides premium resort ‑style living for homeowners aged 50 and over, designed to support a high quality, active, and socially engaged lifestyle. GemLife aims to deliver master‑planned residential communities to support a smooth transition for senior downsizers, with high ‑quality modern homes that are low ‑maintenance and well‑equipped, together with recreational and leisure facilities to support community ‑oriented living. Review of operations The statutory net profit after tax for the year ended 31 December 2025 for the Consolidated Group amounted to $48.2 million (2024: $55.6 million). GemLife overview GemLife commenced operations in 2015 when the Puljich family and Thakral Capital established a joint venture to focus on developing high‑quality LLCs. Today, GemLife is one of Australia’s largest residential pure ‑play developers, builders, owners and operators focused on building a portfolio of premium LLC assets in Australia. GemLife’s development capabilities are underpinned by its fully vertically integrated operations, where GemLife manages all aspects of community development and home sales, from land purchase, master plan design, council planning and approvals, marketing, sales, home design, construction, delivery of all non ‑site works and ongoing community management. GemLife’s key business activities include: • Development: GemLife acquires land and develops LLCs. It oversees the end ‑to‑end construction process, including site planning, construction of civil works, residential homes, commercial facilities, landscaping and ongoing maintenance. Homes are built with the features of standard dwellings but are not permanently fixed to the ground. These homes are sold to incoming homeowners. • Community Operations: Ownership of LLC properties, with underlying land leased to occupying residents who pay a weekly site fee. Ongoing operation and management of LLC assets, including maintenance and capital expenditure for communal recreational and leisure facilities. The Consolidated Group’s investment property portfolio as at 31 December 2025 was valued at $1,385.1 million (2024: $952.6 million). The portfolio comprises a total of 33 communities, including five communities which are under contract, with settlement expected to occur between FY26 and FY31. The number of homes in the portfolio is expected to be 10,413 homes upon completion, of which 2,116 homes were sold and occupied as at 31 December 2025. The Group also has two land parcels which are held for sale and are both under contract. 33Annual Report 2025
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Directors’ report continued Our purpose and values As an organisation, we are not just building communities, we empower Australians aged 50 or over to thrive through connection, care and thoughtful design. GemLife’s success is underpinned by a deep commitment to people, from our homeowners to our team and the broader communities in which the organisation operates. Our purpose and values guide every decision we make: • Fee transparency: Simple and transparent weekly site fee structure, with no exit fees and predictable changes over time. • Tailored living: Every community and home design evolves through direct homeowner input – shaping layouts, finishes and shared spaces to reflect real needs. • Wellbeing first: Facilities that encourage social connection, fitness, and purpose – from country clubs with pools to gardens and workshops. • Ageing in place: Built‑in support for changing health and lifestyle needs, including optional home care services via trusted partners. • Community contribution: We give back through strategic partnerships with organisations like LifeChanger and active sponsorship of local festivals and events. • Management engagement: Senior management engages regularly with homeowner committees to discuss reinvestment and improvements, ensuring resident feedback informs both community upkeep and future design. • Environmental, social and governance: Driving energy efficiency and lower costs for residents through our embedded networks and community battery energy storage systems, supported by a $4.0 million Australian Renewable Energy Agency (ARENA) grant. Our strategy GemLife’s strategy is to organically grow the Development and Community Operating segments by identifying, acquiring and developing new sites. These development capabilities are supported by a fully vertically integrated operating model, which enables control over project delivery and cost efficiencies. GemLife’s strategy includes the following key priorities: • Building out its 10+ year development pipeline; • Maintaining and enhancing its vertically integrated business model to maximise build control and operational agility; • Differentiating its offering from competitors through high quality home design and builds, and the inclusion of premium communal facilities in the resort communities; • Ongoing assessment of new site opportunities to organically expand the portfolio across Australia, with a focus on underpenetrated markets such as New South Wales, Victoria, and South Australia; • Continuing to strengthen brand recognition by promoting resident engagement and a values‑ driven homeowner experience; and • Innovating and diversifying community features and offerings to accommodate a wide range of lifestyle preferences for Australian homeowners aged 50 and over. 34 GemLife Group Ltd
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Directors’ report continued Business risks The Board and the leadership team are cognisant of the material risks that may impact the Group’s operations, development strategy and financial performance – outlined below. The Group adopts initiatives, systems and processes to monitor and mitigate material business risks. The key material risks include: • Development – the inability to secure, or a delay in obtaining site Development Approvals, and the risk of zoning changes, native title issues and environmental restrictions, may require the business to sell projects at a loss or scale back developments at reduced margins. Maintaining the Group’s Manufactured Housing Estate (MHE) development and operational approvals to ensure continued development of its MHEs. • Construction – delays, rising costs, weather events, regulatory changes, settlement risk and defects and repair liabilities may increase costs and reduce margins and impact cash flow. • Growth – acquiring new sites with key characteristics is key for optimal development. The inability to compete in this market or misidentify suitable sites could adversely affect future development potential. • Environmental and climate change – despite thorough due diligence, environmental issues, such as site contamination, may impact any property in the portfolio which could delay development, reduce property value and expose the Consolidated Group to legal claims. Operations may be adversely affected by physical risks from climate change which may cause physical damage to assets or residents and result in construction delays. • Regulatory environment – changes to specific legislation the Group operates within, and the removal of any qualifying benefits, may have the potential to impact GemLife’s operations. Changes to government assistance programs, such as the Age Pension or Commonwealth Rental Assistance (CRA), could negatively impact the GemLife business. • Community operations – negative publicity or resident dissatisfaction could harm GemLife’s reputation and impact future sales, emphasising the importance of maintaining strong brand recognition and stakeholder relationships. Financial performance review For the year ended 31 December 2025, the Consolidated Group’s total revenue was $281.7 million (2024: $266.3 million). Compared to the prior comparative year (PCY), the Consolidated Group settled 312 homes (2024: 355 homes). Despite lower home settlements, development gross margin was $130.4 million (2024: $119.9 million), attributable to more premium homes sold in the current year. Site rental income from Community Operations grew by 28% to $20.9 million (2024: $16.3 million), with 2,116 homes occupied as at the reporting date (1,804 homes as at 31 December 2024). The Consolidated Group’s adjusted earnings before interest, tax, depreciation and amortisation (‘Adjusted EBITDA*’) was $113.5 million (2024: $107.2 million). 35Annual Report 2025
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Directors’ report continued 2025 $’000 2024 $’000 Change $’000 Change % Statutory profit 48,161 55,613 (7,452) (13%) Finance income (414) (181) (233) 129% One‑off costs relating to restructuring and IPO 18,095 – 18,095 – Depreciation and amortisation 5,156 5,317 (161) (3%) Finance expenses 24,452 34,965 (10,513) (30%) Loss on change in fair value of investment property 16,304 10,199 6,105 60% Loss on change in fair value of derivative financial instruments 161 886 (725) (82%) Income tax expense 1,608 420 1,188 283% Adjusted earnings before interest, tax, depreciation and amortisation (Adjusted EBITDA*) 113,523 107,219 6,304 6% * Adjusted EBITDA excludes one ‑off restructuring and IPO costs and fair value movements on investment property and derivatives, which is a non ‑IFRS measure designed to present, in the opinion of the Directors, the results from ongoing operating activities in a way that appropriately reflects the operations of the Consolidated Group. The statutory profit for the Consolidated Group was $48.2 million, down 13% on the prior comparative year. Cash flow from operations was $15.7 million, marginally down by $29.3 million on PCY. This decrease was predominantly driven by (i) an increase in trade debtors due for progress claims invoiced out to customers as at 31 December 2025; (ii) one‑off costs of $18.1 million relating to the restructuring and IPO; and (iii) an increase in inventory. This result was partially offset by (i) an improvement in build margin attributable to the settlement of premium homes; and (ii) strong cash flows from Community Operations. Key metrics • Stable rental income – 2,116 occupied homes, 100% home occupancy, generating site rent as at 31 December 2025. • Development Adjusted EBITDA margin of 45% (2024 – 43%). • Community operating margin of 65% (2024 – 65%). • Community operations – commission on resale up by 78% on prior comparative year. • Average sales price of new homes (excluding GST) – $832,801 (2024 – $702,876). • Average weekly site rental fees (excluding GST) – $206 (2024 – $192). Future outlook The successful IPO in July 2025 has materially strengthened GemLife’s capital base, enabling the Consolidated Group to accelerate development activity and pursue strategic growth initiatives. The business remains well positioned to capitalise on the increasing demand for high ‑quality, purpose ‑built retirement housing driven by Australia’s ageing population and lifestyle expectations. GemLife is pursuing continued growth through new home sales across its existing portfolio, strategic site acquisitions, and expansion into innovative product offerings such as vertical LLCs and boutique ‘pocket parks’. Following completion of the acquisition of the Aliria Portfolio and entry into an unconditional contract during the year to acquire a 32.5ha greenfield development site in Townsville, Queensland, GemLife’s portfolio and development pipeline consist of 33 communities, with an expected 10,413 homes on completion. Dividends paid or recommended There were no dividends paid, recommended or declared during the year ended 31 December 2025 (2024: Nil). 36 GemLife Group Ltd
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Directors’ report continued Significant changes in the state of affairs The following significant changes occurred in the state of affairs of the Consolidated Group during the year ended 31 December 2025: • On 3 July 2025, the Company successfully completed its IPO and was officially listed on the ASX. The stapled group was restructured on 7 July 2025, and a staple was implemented, resulting in the shares of the Company being stapled to units of 10 trusts. • On 15 July 2025, the Consolidated Group acquired 100% of the issued share capital of GemAliria Pty Ltd from a group ultimately controlled by a director of the Company. GemAliria Pty Ltd is a real estate company that owns eight parcels of land. • On 16 December 2025, the Company and some of its wholly ‑owned Australian subsidiaries entered into a deed of cross guarantee. The deed was executed in accordance with ASIC Corporations (Wholly‑owned Companies) Instrument 2016/785. Environmental issues The Consolidated Group’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia. Indemnification of officers and auditors During the financial year, the Company paid a premium in respect of a contract insuring the directors of the Company (as named above) and all officers of the Company and of any related body corporate against a liability incurred as such a director or officer to the extent permitted by the Corporations Act 2001 . The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as an officer or auditor. Matters subsequent to the end of the financial year On 3 February 2026, the Consolidated Group successfully sold and settled an undeveloped piece of land, Eden Court, Nerang, Queensland, for an amount of $7.9 million, which was classified as an asset held for sale in the consolidated statement of financial position as at 31 December 2025. On 20 February 2026, the Consolidated Group successfully refinanced its debt facility, splitting its $700 million facility into three tranches of $300 million, $250 million and $150 million, maturing on 31 August 2029, 28 February 2030 and 28 February 2031, respectively. No other matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect, the Consolidated Group’s operations, the results of those operations, or the Consolidated Group’s state of affairs in future financial years. Shares issued on the exercise of options or rights There were no ordinary shares of GemLife Group Ltd issued on the exercise of options or rights during the year ended 31 December 2025 and up to the date of this report. 37Annual Report 2025
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Directors’ report continued Shares under rights Unissued ordinary shares of GemLife Group Ltd under performance rights at the date of this report are as follows: Grant Date Vesting Date Exercise Price Number of rights 18 June 2025 28 February 2028 $0.00 450,720 The holders of these rights do not have the right to participate in any share issue or interest issue of the Company or of any other body corporate or registered scheme. Rounding of amounts The Company is of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations Instrument amounts in the Directors’ Report and the financial statements are rounded off to the nearest thousand dollars ($’000) unless otherwise indicated. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Consolidated Group is a party for the purpose of taking responsibility on behalf of the Consolidated Group for all or part of those proceedings. The Consolidated Group is not a party to any such proceedings during the year. Non‑audit services Details of the amounts paid or payable to the auditor for non ‑audit services provided during the financial year by the auditor are outlined in note 35 to the consolidated financial statements. The directors are satisfied that the provision of non ‑audit services during the financial year, by the auditor (or by another person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The directors are of the opinion that the services as disclosed in note 35 to the consolidated financial statements do not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons: • All non‑audit services have been reviewed and approved by Those Charged with Governance, as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board (APES 110), to ensure that they do not impact the integrity and objectivity of the auditor; and • All the services comply with the general principles relating to auditor independence as set out in APES 110, including not assuming management responsibilities or reviewing or auditing the auditor’s own work, and ensuring threats to independence are either eliminated or reduced to an acceptable level. The above directors’ statements are in accordance with the advice received from the Audit and Risk Committee. Auditor’s independence declaration A copy of the auditor’s independence declaration, as required under section 307C of the Corporations Act 2001 , is set out on page 59. 38 GemLife Group Ltd
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Directors’ report continued Remuneration report (audited) This report forms part of the Directors’ Report for the year ended 31 December 2025 (FY25) and has been prepared and audited in accordance with the requirements of the Corporations Act 2001 (Cth) and its regulations. Letter from the Chair of the Remuneration and Nomination Committee Dear Securityholders, I am pleased to present GemLife’s Remuneration Report for the year ended 31 December 2025, our first as a listed entity following the Company’s successful listing on the ASX in July 2025. The transition from private ownership to a publicly listed company marks a significant evolution in GemLife’s governance framework, accountability settings and capital discipline. With listing comes heightened transparency and responsibility. A key priority for the Board during FY25 was ensuring that our remuneration framework appropriately reflects this new environment and aligns executive outcomes with long‑term securityholder value. Establishing a listed company framework Upon listing, the Board established the Remuneration and Nomination Committee ( Committee), comprising independent Non‑Executive Directors. The Committee undertook a comprehensive review of remuneration structures to ensure they: • reflect ASX governance expectations and market practice; • are competitive yet disciplined; • promote pay‑for‑performance; • balance short‑term execution with long ‑term value creation; and • align executive reward with securityholder outcomes. This included benchmarking Executive KMP and Non‑Executive Director roles against comparable ASX‑listed peers and recalibrating incentive structures to support sustainable growth rather than short‑term volume. Importantly, FY25 includes both pre‑listing and post‑listing periods. Prior to listing, executive arrangements reflected private ownership structures. From 3 July 2025 onward, remuneration settings were aligned with listed company governance standards, with the introduction of structured STI and LTI frameworks. FY25 Performance and remuneration outcomes FY25 was a year of strong operational performance and disciplined execution. Management delivered earnings ahead of prospectus forecasts, despite home settlements being modestly below target. Revenue of $281.7 million exceeded forecast by 4.5%, Pro Forma EBITDA of $110 million exceeded forecast by 4.7% and Pro Forma Underlying NPAT of $90 million was 4.4% above expectations. This outcome reflects margin strength, cost control and capital discipline – all areas of strategic focus for the Board in GemLife’s first year as a listed entity. In assessing Short ‑Term Incentive outcomes, the Committee considered both financial performance (70% weighting) and non ‑financial measures (30% weighting), including strategic execution and operational delivery. Following this assessment, STI outcomes for the Managing Director and Group CEO and the CFO were determined at 95% of maximum. The Committee was satisfied that these outcomes appropriately reflect strong performance and maintain alignment with the experience of securityholders during the Company’s first six months of trading as a public entity. 39Annual Report 2025
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Directors’ report continued No LTI awards vested in FY25. The first LTI grants were made in July 2025, with performance hurdles aligned to Absolute TSR, Relative TSR, EPS growth and development approvals – reinforcing direct alignment between executive reward and long ‑term securityholder value. The Pro Forma numbers have been included as they are key measures to understanding the STI outcomes and are reconciled to IFRS numbers in section 2 of the remuneration report. Governance, culture and long-term alignment GemLife’s growth ambitions are substantial. The Board is equally focused on ensuring that growth is delivered with capital discipline, risk management and operational excellence. Our remuneration framework is designed to: • reinforce disciplined capital allocation; • support scalable and sustainable expansion; • encourage long‑term thinking in a capital ‑intensive business; and • retain leadership capability in a competitive sector. As Chair, I remain particularly focused on ensuring that incentive design does not reward growth for its own sake, but rather profitable growth that enhances long ‑term value and balance sheet strength. Looking ahead As GemLife matures as a listed entity, the Committee will continue to review remuneration settings to ensure they evolve appropriately with the scale and complexity of the business. This includes ongoing assessment of performance measures, peer benchmarking and alignment with investor expectations. The Board believes the current framework provides a strong foundation to support GemLife’s strategic ambitions while maintaining appropriate governance discipline. On behalf of the Committee, I thank my fellow Directors for their contribution during this important transition year, and management for their continued focus on delivering value responsibly. Yours sincerely Kristie Brown Chair Remuneration and Nomination Committee 40 GemLife Group Ltd
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Directors’ report continued Introduction This report outlines the remuneration arrangements for the Directors and Executive Key Management Personnel (KMP) of GemLife Communities Group ( GemLife/Company/Group), for the financial year ended 31 December 2025 (FY25). The KMP of the Group are those persons who, directly or indirectly, have authority and responsibility for planning, directing and controlling the major activities of the Group. The table below outlines the KMP of the Group for the financial year. KMP Name KMP Position KMP Term Non-Executive Directors Kristie Brown Independent Non‑Executive Director and Chair From 11 June 2025 Mark Fitzgibbon Independent Non‑Executive Director From 11 June 2025 Alison Quinn Independent Non‑Executive Director From 11 June 2025 Bethal Thakral Non‑Executive Director From 11 June 2025 Former Directors1 Peter Puljich Director Until 11 June 2025 Greggory Piercy Director Until 11 June 2025 Victor Shkolnik Alternate Director Until 11 June 2025 Kevin Barry Alternate Director Until 11 June 2025 Ashmit Thakral 2 Director Until 11 June 2025 Executives Adrian Puljich Managing Director and Group Chief Executive Officer (MD & Group CEO) Full year Ashmit Thakral 2 CFO Full year 1. Former Directors held office from the beginning of the financial year until 11 June 2025. 2. Ashmit Thakral was a Director and the CFO of the Group. Ashmit resigned as a Director on 11 June 2025, retaining his role as CFO, and was appointed as Joint Company Secretary on the same date. The FY25 Remuneration Report reflects GemLife’s transition from private ownership to a publicly listed Company. Consistent with the Corporations Act 2001 (Cth), the report covers the full reporting period, including remuneration earned by Executive KMP prior to listing. Pre‑listing arrangements supported the Company’s private ownership structure and growth objectives. Former Directors earned management fees in line with their contractual entitlements. Prior to listing, former Directors or Executive KMP did not participate in any incentive programs. Following listing, the Board adopted remuneration frameworks aligned with ASX governance standards, securityholder expectations and long‑term value creation. Unless otherwise stated, the remuneration, incentives, equity and related frameworks outlined in this report apply to the period following the Company’s listing on 3 July 2025, ensuring the report focuses on policies relevant to GemLife as a listed entity. As this is GemLife’s first Remuneration Report as a listed entity, no comparative information has been provided. 41Annual Report 2025
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Directors’ report continued Contents of this report 1. Remuneration framework 2. Company performance 3. Executive KMP remuneration 4. Executive KMP employment agreements 5. Non‑executive remuneration 6. Remuneration governance 7. Statutory disclosures 8. Loans and other transactions 1. Remuneration framework The Remuneration and Nomination Committee ( Committee) is responsible for developing, reviewing, recommending and providing advice to the Board on the remuneration arrangements for NEDs and senior executives of the Group. The Committee comprises independent NEDs. The Group’s performance is driven by the capability and leadership of its senior executives. The Company’s remuneration framework is designed to attract, retain and motivate high‑calibre executives, including Executive KMP, while aligning remuneration outcomes with the achievement of the Group’s strategic objectives and the creation of sustainable long‑term securityholder value. The Board, through the Remuneration Committee, has established a remuneration structure that appropriately balances fixed remuneration with performance‑based incentives linked to clearly defined financial and non‑financial measures. Outlined below are the principles guiding senior executive remuneration frameworks: Attract, motivate and retain high performing and high-quality talent Drive a pay-for-performance culture aligned to securityholder returns Simplicity and transparency Provide market competitive remuneration compared to peers to attract and retain high calibre Senior Executives. Design incentive plans to reward Senior Executives for achieving short ‑term and long‑term goals, provided in the form of cash and equity. Ensure performance expectations and reward structures for senior executives are clearly articulated, consistently applied and transparent. 1.1 Elements of executive remuneration framework The Company rewards Executive KMP through a mix of remuneration that reflects their position, responsibilities and performance, and aligns with the business strategy. Market ‑competitive remuneration for Executive KMP comprises three core components: • Fixed Annual Remuneration (FAR): Base salary and superannuation, benchmarked against industry peers to attract, motivate and retain senior executives with appropriate experience and capability. • Short-Term Incentives (STI): STI rewards the achievement of annual performance targets aligned with the Group’s strategic objectives. For FY25, the STI framework comprised financial and non‑financial measures designed to deliver prospectus forecast targets. The Committee will review these targets and performance measures periodically to ensure they remain aligned with market practice, support the Company’s key priorities, drive the delivery of long‑term strategic objectives and continue to motivate, retain and attract high‑calibre executives. • Long-Term Incentives (LTI): LTI rewards the delivery of the Group’s long‑term strategic objectives aligned with long‑term securityholder outcomes. 42 GemLife Group Ltd
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Directors’ report continued The remuneration frameworks outlined below apply to the period aligned with the Company’s listing on 3 July 2025. This approach ensures that the report focuses on the remuneration policies and outcomes applicable to the Company as a listed entity, consistent with governance and disclosure requirements. Fixed Annual Remuneration (FAR) Short-Term Incentives (STI) Long-Term Incentives (LTI) Link to strategic objectives Market competitive remuneration to attract, motivate and retain talent. Rewards the achievement of annual performance targets aligned with strategic objectives. Rewards the delivery of long‑ term strategic objectives of the Group. Delivery Cash salary and superannuation. Cash (60%) and deferred rights (Deferred Rights) (40%) (each being a right to be allocated a GLF stapled security) (Security or Securities ). No additional consideration is payable on grant, vesting or exercise of the Deferred Rights. Performance Rights (each being a right to be allocated a GLF stapled security (Security or Securities ). No consideration is payable on the grant, vesting or exercise of the Performance Rights. Assessment Fixed remuneration is benchmarked periodically against comparable roles in peer companies, having regard to the role, experience, capability and responsibility required to deliver the Group’s objectives. Achievement of annual performance targets aligned with the Group’s strategic financial (70% weighting) and non‑financial (30% weighting) objectives. Refer to Section 3.2.1 for additional information relating to STI. Achievement of performance conditions over a 3‑year performance period: – Tranche 1 – Absolute Total Securityholder Return (aTSR) (25% weighting); – Tranche 2 – Relative TSR assessed against the S&P/ASX 200 A‑REIT index (25% weighting); – Tranche 3 – Underlying Earnings per Share (EPS) Growth (25% weighting); and – Tranche 4 – Number of New Dwellings Approved (25% weighting). FY25 outcomes During the year, fixed remuneration for the Executive KMP was determined based on a benchmarking review of roles and responsibilities against ASX‑listed industry peers of comparable size. Refer to Section 3 for information relating to Executive KMP remuneration. FY25 STI outcomes were 95% of maximum for both the MD & Group CEO and CFO. Refer to Section 3.2.2 for FY25 STI outcomes. No LTI vested during FY25. The Group’s first LTI was granted in July 2025 with vesting, based on agreed performance measures, to be determined following the release of the FY27 financial results. 43Annual Report 2025
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Directors’ report continued 1.2 FY25 Executive KMP remuneration – timing of rewards The annual remuneration of the Executive KMP is delivered over the following time frames, with deferred equity components providing longer ‑term alignment with securityholder experience. TFR STI LTI Base sa/l.altary, superannuation and other benefits Performance assessed against Group scorecard comprised of 70% financial and 30% non-financial KPIs Performance Rights tested at the conclusion of the three-year performance period subject to aTSR (25%), rTSR (25%), EPS growth (25%) and Number of New Dwellings Approved (25%) Year 1 Year 2 Year 3 Performance Testing Payment/Vesting Date Year 4 Cash (60%) Deferred Equity (20%) Deferred Equity (20%) 1.3 Executive KMP remuneration mix The pay mix for Executive KMP is illustrated below. The majority remuneration opportunity is weighted to at risk remuneration (67% for the MD & Group CEO and 60% for the CFO). Executive KMP pay mix CFO CEO & MD 33.3% 33.3% 33.3% 40% 30% 30% FAR STI LTI 44 GemLife Group Ltd
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Directors’ report continued 2. Company performance (i) Statutory financial performance The following table outlines the Consolidated Group’s financial performance for FY25 including comparable two prior years. 2025 2024 2023* Revenue $m 281.7 266.3 242.1 Adjusted EBITDA1 $m 113.5 107.2 96.2 NPAT2 $m 48.2 55.6 52.7 Consolidated Basic EPS 3 Cps 16.8 27.8 26.3 Consolidated Diluted EPS 3 Cps 16.8 27.8 26.3 Share Price at listing date $ 4.16 N/A N/A Share Price at year end $ 5.08 N/A N/A Dividends paid Cps N/A N/A N/A Total Securityholder Return 4 % 22.1% N/A N/A New Dwellings Approved 5 Dwellings 2,177 216 71 1. Adjusted earnings before interest, tax, depreciation and amortisation, one ‑off restructuring and IPO costs and fair value movement on investment property and derivatives. 2. Net profit after tax for the year ended 31 December 2025 includes $18.1 million one‑off costs relating to the restructuring and IPO. 3. During the year ended 31 December 2025, the Company undertook a share subdivision of 100,000 shares for every 1 share, followed by a share consolidation of 0.75 shares for every 1 share. As a result, both basic and diluted earnings per share have been restated retrospectively for all comparative periods to reflect the change in the number of shares on issue to 200,000,000 from 2,000. 4. Total Securityholder Return is for the period of 3 July 2025 to 31 December 2025 and has not been annualised. 5. Where a site was acquired with a development approval in place, this is recognised in the year the land was settled. * Company performance information for 2022 and 2021 has not been disclosed, as the financial information for these years was prepared on an aggregated basis rather than a consolidated basis under Australian Accounting Standards. Therefore, this data is not appropriately comparable and is not applicable to present. (ii) Pro Forma financial performance The following table outlines the Consolidated Group’s financial performance for FY25 on a Pro Forma basis, in line with the prospectus. In assessing performance for the period following the IPO, the Board considered the Group’s delivery against the strategic objectives and growth profile outlined in the IPO prospectus. Incentive outcomes were determined having regard to approved financial and non ‑financial performance measures, together with an assessment of underlying operating performance and external market conditions. 2025 2024 2023 Revenue $m 281.7 266.3 242.1 EBITDA $m 110.0 100.5 91.8 Underlying NPAT $m 90.0 81.7 78.0 Underlying EPS1 Cps 23.7 21.5 20.5 Share Price at year end $ 5.08 N/A N/A Dividends paid Cps N/A N/A N/A Total Securityholder Return 2 % 22.1% N/A N/A New Dwellings Approved 3 Dwellings 2,177 216 71 1. Comparative figures have been calculated using the number of securities on issue as at 31 December 2025 to provide a more comparable figure. 2. Total Securityholder Return is for the period of 3 July 2025 to 31 December 2025 and has not been annualised. 3. Where a site was acquired with a development approval in place, this is recognised in the year the land was settled. 45Annual Report 2025
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Directors’ report continued (iii) Reconciliation The reconciliation of statutory NPAT and Adjusted EBITDA to Pro Forma is as follows: Adjusted EBITDA reconciliation ($m) 2025 2024 2023 Adjusted EBITDA 113.5 107.2 96.2 Incremental public company costs (3.5) (6.7) (6.1) One‑off advisory fee and transaction costs – – 1.7 Pro Forma EBITDA 110.0 100.5 91.8 NPAT reconciliation ($m) Statutory NPAT 48.2 55.6 52.7 Total adjustments – EBITDA (3.5) (6.7) (4.4) One‑off costs relating to restructuring and IPO 18.1 – – Increase in finance income – 2.2 2.1 Net loss on change in fair value of investment properties – Aliria stamp duty and acquisition costs 11.0 – – Net loss on change in fair value of investment properties – removal of related party management fees capitalised to investment properties 1.8 – – Reduced finance expenses – debt facility 11.9 37.3 36.2 Net loss on change in fair value of investment properties – reduced finance expenses capitalised to investment property – debt facility 7.5 – – Income tax expenses impact (1.2) (2.6) (2.6) Pro Forma NPAT 93.8 85.8 84.0 Net loss/(gain) on change in fair value of derivative financial instruments 0.2 0.9 (3.3) Net loss/(gain) on change in fair value of investment properties (4.0) (5.0) (2.7) Pro Forma Underlying NPAT 90.0 81.7 78.0 Underlying EPS (cents) 23.7 21.5 20.5 46 GemLife Group Ltd
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Directors’ report continued 3. Executive KMP remuneration 3.1 FY25 Fixed Annual Remuneration (FAR) FAR comprises base salary and superannuation, and is determined based on market comparisons for similar roles, taking into account the role, experience and capability required to deliver the Group’s operational and financial performance objectives. As part of the listing process, a remuneration benchmarking exercise against industry peers of a comparable size, considering size of organisation, roles and responsibilities was performed to set Executive KMP remuneration. FY25 Fixed Annual Remuneration Adrian Puljich – MD & Group CEO $1,500,000 Ashmit Thakral – CFO $500,000 3.2 FY25 Short-Term Incentives (STI) Executive KMP STI is based on key role accountability and the Group’s performance against agreed internal targets aligned with the Group’s strategic financial and non ‑financial objectives. Performance targets are determined annually by reference to the Group’s core drivers of short ‑term performance aimed at delivering long‑term sustainable value to the Group, its securityholders, homeowners and other stakeholders. Performance against these targets is assessed after the end of the financial year. 3.2.1 FY25 STI plan summary For FY25, the Company’s first year as a listed entity, the STI framework was based on the key financial and operational commitments set out in the prospectus, together with non‑financial measures critical to establishing strong foundations for the Group’s long‑term performance. The financial metrics being revenue, underlying NPAT, home settlements and building margin, directly reflect the Company’s ability to maintain operational efficiency and deliver on its prospectus forecast. The non‑financial metrics focus on homeowner satisfaction, achievement of key ESG indicators, employee engagement and culture, and leadership. Together, these measures reinforce the importance of homeowner experience, responsible and sustainable business practices, and the development of a strong organisational culture. This balanced STI framework supports both immediate delivery against prospectus commitments and the longer‑term capability and culture required for sustainable growth. 47Annual Report 2025
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Directors’ report continued Feature Approach Maximum opportunity MD & Group CEO: 100% of FAR CFO: 75% of FAR Performance period 1 January 2025 to 31 December 2025 Performance targets Financial (70%) – comprises revenue, underlying NPAT, number of property settlements and achievement of building margin targets. Non‑financial (30%) – comprises meeting homeowner satisfaction levels, achievement of key ESG targets, employee culture, WHS and engagement and leadership capability and execution. Refer to section 3.2.2 for more information relating to the STI performance targets. Delivery mechanism and deferral 60% of any STI award is made in cash following testing of the performance targets. 40% of any STI award is allocated in Deferred Rights of which 50% of the Deferred Rights vest 12 months after allocation and 50% vest 24 months after allocation, subject to continued employment. No additional consideration is payable on grant, vesting or exercise of the Deferred Rights. Allocation methodology The number of Deferred Rights to be granted to each participant will be determined by dividing the equity component of any STI award earned, by the volume weighted average price (VWAP) of Securities over the 5 trading days commencing on the date the FY25 audited results are released. Any Deferred Rights awarded will be granted in March 2026. Dividend and voting rights Deferred Rights do not carry dividend or voting rights prior to vesting. Securities allocated on vesting carry the same dividend and voting rights as other Securities. Participants will receive a distribution equivalent payment (DEP) in respect of any Deferred Rights that vest representing distributions made to securityholders from the date of allocation to the date of vesting, at the time of vesting. No DEP will be payable in respect of Deferred Rights that lapse. Cessation of employment If a participant ceases to be employed during the deferral period, the following treatment will apply, unless the Board determines otherwise: – if they resign or are terminated for cause, all unvested Deferred Rights will lapse; or – if they cease employment in any other circumstances, a pro rata portion (for the portion of the vesting period elapsed) of unvested Deferred Rights will remain on foot and will vest in the ordinary course. Forfeiture The Board may in its absolute discretion forfeit some or all of the Deferred Rights where in the Board’s opinion, the participant has acted fraudulently, dishonestly or due to a material breach of obligations to the Group. 48 GemLife Group Ltd
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Directors’ report continued 3.2.2 FY25 Group STI outcomes The table below provides details of the Executive KMP’s performance against the FY25 STI scorecard. Scorecard Measure Weighting Performance Outcome (% of maximum) Award Financial goals 70% 98.6% Revenue 15% 100% Revenue for FY25 was 4.5% above prospectus forecast, reflecting strong operating performance. The revenue target was met. Underlying NPAT 20% 100% Underlying NPAT for FY25 exceeded the prospectus forecast by 4.4% driven by disciplined cost management, operational efficiency and sustained revenue growth. The Underlying NPAT target was met. Number of Home Settlements 15% 93.3% Fewer home settlements for FY25 were achieved than prospectus forecast. Although stronger margins supported an above forecast earnings outcome, the STI award was reduced proportionately. Building Margin 20% 100% Building margin for FY25 was 12.8% above prospectus forecast, demonstrating strong cost management and project delivery. The Building Margin target was met. Strategic non- financial goals 30% 86.7% The strategic objectives are determined in alignment with the Company’s annual goals and strategic objectives. For FY25, these targets were homeowner satisfaction, achievement of key ESG indicators, employee engagement and culture and leadership. Non‑financial STI targets were substantially achieved, reflecting strong performance across key homeowner engagement, sustainability, organisational culture and leadership objectives. Performance measures were largely met, with enhancements to data capture and reporting across People and Culture and homeowner satisfaction contributing to the overall assessment. Additional information is provided below. Homeowner satisfaction Consistent engagement, active participation in resident forums and timely actioning of feedback contributed to strong homeowner satisfaction outcomes. Key ESG indicators The Group achieved strong ESG outcomes for the year including an average NatHERS (Nationwide House Energy Rating Scheme) rating of 7.2 and delivered the BESS (Battery Energy Storage Systems) rollout in line with the approved funding program, supporting improved energy resilience and sustainability. Employee culture, WHS and engagement Employee engagement indicators remained strong despite the significant organisational changes associated with the transition to a listed Company, with stable retention, delivery of planned training and development and engagement initiatives undertaken during the year. Internal WHS systems are robust, actively monitored and operating effectively. Culture and leadership Executive KMP played a critical role in leading the business through the listing process while reinforcing a resident and safety‑first culture across the Group. Collectively, these outcomes demonstrated substantial achievement of the non financial STI performance targets for the year. 49Annual Report 2025
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Directors’ report continued The FY25 STI outcome reflects a year in which the Company transitioned from a private to a public listed Company. Following listing, the Executive KMPs strategic focus and operational delivery against prospectus targets were critical to establishing the Group’s credibility as a listed company. Performance against these targets demonstrated disciplined operational execution supporting market confidence and establishing the Company’s position with securityholders and the broader investment market. Executive KMP STI maximum opportunity $ STI awarded $ STI cash (60%) $ STI deferred equity (40%)1 $ % of maximum awarded % of maximum forfeited Adrian Puljich – MD & Group CEO 1,500,000 1,425,000 855,000 570,000 95% 5% Ashmit Thakral – CFO 375,000 356,250 213,750 142,500 95% 5% 1. Consists of 50% Deferred Rights for 12 months and 50% Deferred Rights for 24 months. 3.3 FY25 Long-Term Incentives (LTI) 3.3.1 FY25 LTI performance measures The Board determined that the LTI framework should incorporate a balanced combination of four performance measures, each weighted at 25% comprising: • Absolute Total Securityholder Return (TSR) • Relative TSR (against comparator group) • Earnings per Share (EPS) growth • Number of new dwellings approved This balanced mix ensures vesting outcomes capture value creation for securityholders (Absolute and Relative TSR), disciplined earnings growth (EPS), and execution of the Group’s development pipeline strategy (dwellings approved). Together, these measures align reward with both financial outcomes and the operational progress that underpins sustainable value creation. 3.3.2 FY25 LTI Grant Details of the FY25 LTI grant made on 10 July 2025 are outlined below. The FY25 LTI will be assessed over a three‑year performance period ending on 31 December 2027. Any rights that do not vest on testing against the performance measures will lapse. Details regarding the Group’s Equity Incentive Plan ( Plan) are set out below. 50 GemLife Group Ltd
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Directors’ report continued 3.3.3 FY25 LTI plan summary Feature Approach Maximum opportunity MD & Group CEO: 100% of FAR CFO: 75% of FAR Performance period 1 January 2025 to 31 December 2027 Performance measures Tranche 1 – Absolute TSR Absolute TSR provides a simple and transparent benchmark that directly measures the total return delivered to securityholders, ensuring Executive KMP are rewarded only when investors experience real value creation. Annual TSR Vesting outcome Less than 10% 0% 10% 25% Between 10% and 15% Progressive vesting on a straight ‑line basis between 25% and 100% 15% or above 100% Tranche 2 – Relative TSR (ASX 200 A-REIT Index) Relative TSR ensures performance is assessed in the context of the Company’s competitor environment, requiring Executive KMP to deliver TSR in excess of its ASX 200 A‑REIT peers. This provides a link between securityholder value and Executive KMP rewards. Relative TSR ranking Vesting outcome Less than 50th percentile 0% 50th percentile 50% Between 50th and 75th percentile Progressive vesting on a straight ‑line basis between 50% and 100% 75th percentile or above 100% Tranche 3 – EPS growth EPS reflects the Company’s ability to grow earning sustainably. It encourages disciplined cost management, revenue growth and efficient capital allocation. As a core indicator of financial performance, it provides a strong link between Executive KMP decisions and long ‑term profitability. Compound underlying EPS growth Vesting outcome Less than 5% 0% 5% 30% Between 5% and 9% Progressive vesting on a straight ‑line basis between 30% and 100% 9% or above 100% 51Annual Report 2025
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Directors’ report continued Feature Approach Tranche 4– Number of new dwellings approved The number of new dwellings approved is a critical indicator of the strength of the Group’s pipeline, its potential for future project delivery and sustained revenue growth. Number of dwellings for which DA is approved Vesting outcome Less than 500 0% 500 50% Between 500 and 1,000 Progressive vesting on a straight‑line basis between 50% and 100% 1,000 or more 100% Allocation methodology The number of LTI Performance Rights granted for the FY25 year was based on the price of the Securities on IPO. Future allocations will be based on the five ‑day volume weighted average price (VWAP) of Securities prior to the start of the performance period (which, subject to Board approval, is expected to be 1 January of each year) rounded to the nearest whole Performance Right. Delivery mechanism Performance Rights Dividend and voting rights The Performance Rights do not carry dividend or voting rights prior to vesting. Securities allocated on vesting carry the same dividend and voting rights as other Securities. Performance Rights granted under the LTI Plan do not attract a DEP (unlike deferred STI awards (Deferred Rights)). Cessation of employment If a participant ceases to be employed before their Performance Rights vest, the following treatment will apply, unless the Board determines otherwise: – if they resign or are terminated for cause, all their unvested Performance Rights will lapse; or – if they cease employment in any other circumstances, a pro rata portion (for the portion of the performance period elapsed) of unvested Performance Rights will remain on foot and will be tested in the ordinary course. Forfeiture The Board may in its absolute discretion forfeit some or all of the LTI, where in the Board’s opinion, the participant has acted fraudulently, dishonestly or due to a material breach of obligations to the Group. 52 GemLife Group Ltd
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Directors’ report continued 3.3.4 Executive KMP FY25 LTI awarded As this is the first LTI grant under the Group’s Plan, no rights vested, were exercised or lapsed during the financial year. Executive KMP Number of rights granted Grant date Fair Value per Right at Grant date Value of rights granted $ Vesting Date1 Balance held at 31 December 2025 Adrian Puljich Tranche 1 90,144 18 June 2025 $1.6271 146,673 28 February 2028 90,144 Tranche 2 90,144 18 June 2025 $2.2164 199,795 28 February 2028 90,144 Tranche 3 90,144 18 June 2025 $4.1254 371,880 28 February 2028 90,144 Tranche 4 90,144 18 June 2025 $4.1254 371,880 28 February 2028 90,144 360,576 1,090,228 360,576 Ashmit Thakral Tranche 1 22,536 18 June 2025 $1.6271 36,668 28 February 2028 22,536 Tranche 2 22,536 18 June 2025 $2.2164 49,949 28 February 2028 22,536 Tranche 3 22,536 18 June 2025 $4.1254 92,970 28 February 2028 22,536 Tranche 4 22,536 18 June 2025 $4.1254 92,970 28 February 2028 22,536 90,144 272,557 90,144 450,720 1,362,785 450,720 1. Reflects the vesting date being after the release of the audited financial results for FY27 which will be prior to or at the end of February 2028. 3.5 FY25 Total Executive KMP Remuneration (earned remuneration) Details of the remuneration earned by the Executive KMP (salary and superannuation, and the cash component of the FY25 STI) for FY25 are set out below. Amounts below exclude amounts paid to Executive KMP for the period prior to 11 June 20251. Executive KMP Fixed Remune- ration (incl super) $ Other benefits $ Short-term incentive (cash payable) $ Total earned remuneration $ Adrian Puljich 800,885 – 855,000 1,655,885 Ashmit Thakral 2 266,269 – 213,750 480,019 1,067,154 – 1,068,750 2,135,904 1. Prior to 11 June 2025, Adrian Puljich and Ashmit Thakral were remunerated via Management fees or under service agreement. 2. Prior to listing, Ashmit Thakral was a Director and the CFO of the Group. Ashmit resigned as a director, retaining his role as CFO, and was appointed as Joint Company Secretary on 11 June 2025. 53Annual Report 2025
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Directors’ report continued 4. Executive KMP employment agreements MD & Group CEO Adrian Puljich CFO & Joint Company Secretary Ashmit Thakral Employment agreement: Ongoing Ongoing Termination by the Group: 12‑month notice period 6‑month notice period Termination by the Group for cause: The Group may terminate the employment contract without notice in certain circumstances (including serious misconduct) The Group may terminate the employment contract without notice in certain circumstances (including serious misconduct) Restraint from trade: 12‑months non‑compete 12‑months non‑solicitation 12‑months non‑compete 12‑months non‑solicitation 5. NED remuneration For FY25, the Group’s Board comprised four NEDs (including the Chair). The remuneration policy for NEDs aims to ensure fees are market competitive to attract and retain skilled and experienced individuals to serve on the Board, and to appropriately remunerate NEDs for their time, expertise, and responsibilities in their capacity as Directors of the Company. As outlined in the prospectus, the maximum aggregate NED fees pool, including superannuation, is $1,500,000 per annum. There were no options over ordinary shares issued to directors and other key management personnel as part of compensation that were outstanding as at 31 December 2025. There were no rights over ordinary shares granted to or vested by NED as part of compensation during the year ended 31 December 2025. 5.1 NEDs’ FY25 remuneration NEDs receive a base Board fee and additional fees for chairing or participating in Board Committees. The fees for FY25 are set out below (all fees are inclusive of superannuation). In addition to Directors’ fees, NEDs are reimbursed for reasonable travel, accommodation and other incidental expenses incurred in their role as Directors of the Company. Chair fee Member fee Board $300,000 $160,000 Committee $25,000 $10,000 54 GemLife Group Ltd
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Directors’ report continued 6. Remuneration governance Board Maintains overall responsibility for decision ‑making relating to the remuneration of the Executive KMP and the Board and ensures remuneration structures are competitive and align with the long ‑term interests of the Group and securityholders. Management The MD & Group CEO is responsible for providing information to the Committee and Board to support remuneration ‑related decision‑making. External advice to support its recommendations to the Committee may be sought, as required. External advisors The Committee may request advice from external advisors to support its decision ‑making. As part of the listing process, a remuneration benchmarking exercise against industry peers considering size of business, roles and responsibilities was performed in setting the remuneration for the Executive KMP, NEDs and Board Committee Members. No remuneration recommendations (as defined in the Corporations Act) were made by any external advisors in FY25. Remuneration and Nomination Committee (Committee) The role of the Committee is to oversee and make recommendations to the Board in relation to the remuneration arrangements of Executive KMP. The Committee’s responsibilities include: • Overseeing the Group’s remuneration framework to ensure it is aligned with the Group’s culture, values, strategy and risk appetite. • Overseeing remuneration packages to ensure they remain competitive against industry peers and continue to retain, attract and motivate senior executives. • Reviewing and making recommendations to the Board in relation to the Group’s incentive plans, including design, and determination of annual outcomes. • Reviewing the remuneration arrangements for Directors. The Committee has a formal charter that sets out its roles and responsibilities, structure and membership. A copy of the charter can be viewed on the Group’s investor website. 55Annual Report 2025
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Directors’ report continued 7. Statutory disclosures 7.1 Total KMP remuneration (statutory) As this is the Group’s first Remuneration Report as a listed entity, no comparative data is provided. 2025 Salary and fees $ STI cash $ STI Share- based payments $ Super- annuation $ Other long-term benefits* $ LTI Share- based payments $ Termi- nation benefits $ Total $ Non- Executive Directors1 Kristie Brown 170,466 – – 15,000 – – – 185,466 Mark Fitzgibbon 97,309 – – 11,677 – – – 108,986 Alison Quinn 89,824 – – 10,779 – – – 100,603 Bethal Thakral 79,843 – – 9,581 – – – 89,424 Former Directors (pre-listing)2 Peter Puljich – – – – – – – – Greggory Piercy – – – – – – – – Victor Shkolnik – – – – – – – – Kevin Barry – – – – – – – – Executive KMP Adrian Puljich – MD & Group CEO3 797,425 855,000 237,500 15,000 13,098 216,938 – 2,134,961 Ashmit Thakral – CFO4 254,959 213,750 59,375 15,000 4,188 54,235 – 601,507 1,489,826 1,068,750 296,875 77,037 17,286 271,173 – 3,220,947 * Other long‑term benefits include long service leave entitlement. 1. Applies to the period from date of appointment to 31 December 2025 (Time as KMP 11 June 2025 – 31 December 2025). 2. Former Directors held office from the beginning of the financial year until 11 June 2025. Former Directors were remunerated via management fees or under services agreements. No salary or any other benefits were paid to the Former Directors (Time as KMP 1 January 2025 – 11 June 2025). 3. Prior to 11 June 2025 Adrian Puljich was remunerated via management fees or under service agreement. No salary or any other benefits were paid prior to 11 June 2025. 4. Prior to 11 June 2025, Ashmit Thakral was a Director and the CFO of the Group. Ashmit resigned as a director, retaining the role as CFO and was appointed as Joint Company Secretary on 11 June 2025. Prior to 11 June 2025 Ashmit was remunerated via management fees or under a services agreement. No salary or any other benefits were paid to Ashmit prior to 11 June 2025. 56 GemLife Group Ltd
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Directors’ report continued 7.2 KMP equity holdings The following table sets out each KMP’s equity holdings (fully paid GLF Securities) (held directly or indirectly) in GemLife Communities Group (ASX: GLF). Number of securities Opening balance (acquired as part of the listing process or on Listing)1 Securities acquired during the year (following listing) Sold during the year Balance as at 31 December 2025 Kristie Brown 110,000 – – 110,000 Mark Fitzgibbon 144,231 20,000 – 164,231 Alison Quinn 84,135 – – 84,135 Bethal Thakral 64,109,136 – – 64,109,136 Adrian Puljich 100,680,769 – – 100,680,769 Ashmit Thakral 120,193 – – 120,193 165,248,464 20,000 – 165,268,464 7.3 Other equity Performance rights Details of the LTI Performance Rights granted and held by the Executive KMP are set out in section 3.3.4 of this report. As the Company listed on 3 July 2025, no performance rights were vested, exercised or lapsed during the year. Options No Options were issued during the year. 57Annual Report 2025
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Directors’ report continued 8. Loans and other transactions The directors and Chief Financial Officer of the Consolidated Group are deemed to be key management personnel up to 31 December 2025. For the first six months of the year, prior to IPO, the directors of the Consolidated Group were paid through management fees. On 15 July 2025, the Consolidated Group acquired 100% of the issued share capital of GemAliria Pty Ltd from a group ultimately controlled by a director of the Company. GemAliria Pty Ltd is a real estate company that owns eight parcels of land purchased for $220 million. Transactions with related parties The following transactions occurred with related parties: 2025 $ 2024 $ Shareholders of the Consolidated Group prior to IPO Management fees expense (2,070,059) (3,817,513) Service fees recharges* 4,193,291 3,641,947 * As described in the prospectus, the Group provides services to the Living Gems Group, including the use of GemLife staff. A director of the Consolidated Group is a beneficiary of the trust that owns and controls the Living Gems Group. The payroll costs incurred by GemLife in providing the services are recharged to the Living Gems Group and both the costs and the recharge are presented net within employee expenses. For the prior period and the period from 1 January to 30 June 2025, the recharge was equal to the costs of the services and for the period from 1 July to 31 December 2025, following entering into a Transitional Services Agreement, the costs were recharged with a 5% margin. Related party loans The following balances are outstanding at the reporting date in relation to loans with related parties: 2025 $ 2024 $ Loan receivable from related parties – 18,447 Amount payable to unitholders – (3,540,931) Secured notes – related parties – (113,433,661) This concludes the remuneration report, which has been audited. Signed in accordance with a resolution of directors made pursuant to s.306(3) of the Corporations Act 2001 . On behalf of the directors Ms Kristie Brown Mr Mark Fitzgibbon Non‑Executive Director and Chair Non‑Executive Director 25 February 2026 58 GemLife Group Ltd
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Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au 25 February 2026 The Board of Directors GemLife Group Ltd Level 2, 120 Siganto Drive Helensvale, QLD, 4212 Dear Board Members Auditor’s Independence Declaration to GemLife Group Ltd In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of GemLife Group Ltd. As lead audit partner for the audit of the financial report of GemLife Group Ltd for the financial year ended 31 December 2025, I declare that to the best of my knowledge and belief, there have been no contraventions of: • The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • Any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Auditor’s Independence Declaration 59Annual Report 2025
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Consolidated statement of profit or loss and other comprehensive income For the year ended 31 December 2025 Note 2025 $’000 2024 $’000 Revenue 6 281,690 266,333 Cost of sales 7 (137,137) (135,550) Gross profit 144,553 130,783 Other income 1,953 1,168 Finance income 414 181 Employee expenses (14,642) (11,369) Administration expenses 8 (36,436) (13,363) Depreciation and amortisation (5,156) (5,317) Finance expenses 9 (24,452) (34,965) Loss on change in fair value of investment property 18 (16,304) (10,199) Loss on change in fair value of derivative financial instruments (161) (886) Profit before income tax 49,769 56,033 Income tax expense 10 (1,608) (420) Profit after income tax for the year 48,161 55,613 Other comprehensive income for the year, net of tax – – Total comprehensive income for the year 48,161 55,613 Total comprehensive income for the year is attributable to: Owners of parent entity – GemLife Group Ltd (1,861) 463 Owners of the other stapled entities 50,022 55,150 48,161 55,613 Attributable to the owners of the GemLife Group Cents Cents Basic earnings per security 11 16.8 27.8 Diluted earnings per security 11 16.8 27.8 Attributable to the owners of the parent entity Basic (loss)/earnings per security 11 (0.65) 0.23 Diluted (loss)/earnings per security 11 (0.65) 0.23 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 60 GemLife Group Ltd
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Consolidated statement of financial position As at 31 December 2025 Note 2025 $’000 2024 $’000 Assets Current assets Cash and cash equivalents 12 9,365 5,610 Trade and other receivables 13 18,950 8,221 Current income tax asset 121 – Inventories 14 88,822 49,645 Other current assets 15 8,655 2,755 Derivative financial assets 20 635 – Assets classified as held for sale 16 17,250 35,750 Total current assets 143,798 101,981 Non-current assets Trade and other receivables 13 – 18 Property, plant and equipment 17 35,693 23,506 Investment properties 18 1,385,100 952,650 Intangible assets 19 1,721 1,399 Other non‑current assets 15 6,973 1,255 Derivative financial assets 20 1,572 2,369 Deferred tax assets 21 – 2,517 Right‑of‑use assets 22 3,121 4,093 Total non-current assets 1,434,180 987,807 Total assets 1,577,978 1,089,788 Liabilities Current liabilities Trade and other payables 23 38,144 22,427 Contract liabilities 24 35,012 26,603 Current income tax liability – 557 Employee benefits 25 2,802 1,860 Borrowings 26 10,046 42,198 Lease liabilities 22 955 923 Total current liabilities 86,959 94,568 Non-current liabilities Employee benefits 25 839 367 Borrowings 26 461,342 732,382 Deferred tax liabilities 21 8,249 9,992 Other non‑current liabilities – 1,423 Lease liabilities 22 2,899 3,838 Total non-current liabilities 473,329 748,002 Total liabilities 560,288 842,570 Net assets 1,017,690 247,218 Equity Issued capital 27 262,900 500 Reserves 28 (60,318) – Retained earnings 11,815 13,676 Equity attributable to the owners of GemLife Group Ltd 214,397 14,176 Equity attributable to the owners of the other stapled entities 803,293 233,042 Total equity 1,017,690 247,218 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 61Annual Report 2025
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Consolidated statement of changes in equity For the year ended 31 December 2025 Equity attributable to the owners of GemLife Group Ltd Issued Capital $’000 Reserves $’000 Retained Earnings $’000 Total $’000 Attributable to the owners of the other stapled entities $’000 Total Equity $’000 Balance at 1 January 2024 500 – 13,213 13,713 177,882 191,595 Profit after income tax for the year – – 463 463 55,150 55,613 Other comprehensive income for the year, net of tax – – – – – – Total comprehensive income for the year – – 463 463 55,150 55,613 Transactions with owners in their capacity as owners: Contribution of equity – – – – 10 10 Balance at 31 December 2024 500 – 13,676 14,176 233,042 247,218 Equity attributable to the owners of GemLife Group Ltd Issued Capital $’000 Reserves $’000 Retained Earnings $’000 Total $’000 Attributable to the owners of the other stapled entities $’000 Total Equity $’000 Balance at 1 January 2025 500 – 13,676 14,176 233,042 247,218 (Loss)/profit after income tax for the year – – (1,861) (1,861) 50,022 48,161 Other comprehensive income for the year, net of tax – – – – – – Total comprehensive income/ (loss) for the year – – (1,861) (1,861) 50,022 48,161 Transactions with owners in their capacity as owners: Issue of shares on restructure of group entities (note 27) 60,215 (60,886) – (671) 671 – Issue of shares on Initial Public Offerings (note 27) 208,528 – – 208,528 541,524 750,052 Share issue costs, net of tax (note 27) (6,343) – – (6,343) (21,966) (28,309) Share‑based payments (note 37) – 568 – 568 – 568 Balance at 31 December 2025 262,900 (60,318) 11,815 214,397 803,293 1,017,690 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 62 GemLife Group Ltd
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Consolidated statement of cash flows For the year ended 31 December 2025 Note 2025 $’000 2024 $’000 Cash flows from operating activities Receipts from customers 308,227 276,135 Payments to suppliers and employees (257,156) (187,587) Interest received 414 181 Interest paid (36,353) (42,504) Income taxes refund/(paid) 604 (1,162) Net cash generated from operating activities 41 15,736 45,063 Cash flows from investing activities Purchase and development of investment properties (400,248) (164,894) Purchase of property, plant and equipment (508) (4,231) Payments for intangibles (28) – Proceeds from disposal of property, plant and equipment 2,261 50 Proceeds from disposal of land 577 1,604 Proceeds from related party loan 18 – Net cash used in investing activities 42 (397,928) (167,471) Cash flows from financing activities Proceeds from issue of shares 750,052 – Share issue transaction costs (30,426) – Borrowings raised 164,523 268,869 Borrowings repaid (482,083) (138,902) Payment for asset finance facilities (10,880) (5,224) Borrowing costs (748) (2,114) Repayment of lease liabilities (950) (740) Payment to unitholders 23 (3,541) – Net cash generated from financing activities 42 385,947 121,889 Net increase/(decrease) in cash and cash equivalents 3,755 (519) Cash and cash equivalents at the beginning of the financial year 5,610 6,129 Cash and cash equivalents at the end of the financial year 12 9,365 5,610 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 63Annual Report 2025
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Notes to the consolidated financial statements 31 December 2025 Note 1. General information The financial statements cover GemLife Group Ltd as a Consolidated Group consisting of GemLife Group Ltd (the “Company”) and the entities it controlled at the end of, or during, the year. A description of the nature of the Consolidated Group’s operations and its principal activities are included in the directors’ report. GemLife Group Ltd is a listed public company limited by shares, incorporated and domiciled in Australia. On 3 July 2025, the Company successfully completed its Initial Public Offering (‘IPO’) and was officially listed on the Australian Securities Exchange (‘ASX’). The shares of the Company and the units of the stapled trusts trade as one security on the ASX (ASX code: GLF, referred to as GemLife Communities Group on the ASX). Separate financial reports have been prepared for each of the stapled trusts. The Company’s registered office and principal place of business are: • PO Box 8087, GCMC Bundall, QLD 9726 • Level 2, 120 Siganto Drive, Helensvale, QLD 4212 The financial statements were authorised for issue, in accordance with a resolution of directors, on 25 February 2026. Reporting entity The Consolidated Group represents a number of companies and Trusts that have been “stapled” together to form a single consolidated group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders in equal proportions at all times. AASB 3 Business Combinations and AASB 10 Consolidated Financial Statements require one of the stapled entities of a stapled structure to be identified as the parent entity for the purpose of preparing consolidated financial statements. In accordance with this requirement, GemLife Group Ltd (formerly, GTH Project No 4 Pty Ltd) has been identified as the parent entity of the Consolidated Group, with all other entities treated as subsidiaries of the Group. The equity structure of the Consolidated Group is split between the equity of the parent entity and the equity of the other stapled entities within the Group. The equity of the other stapled entities is classified as a non‑controlling interest in the consolidated financial statements. During the year ended 31 December 2025, the Consolidated Group undertook an administrative restructure (refer to note 30). This transaction was not considered to give rise to a business combination given that the stapled entities before and after this process were the same, and already consolidated by GemLife Group Ltd who continues to be considered the parent entity. Basis of preparation These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001 , Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board (AASB), and comply with other requirements of the law. The financial statements comprise the consolidated financial statements of the Consolidated Group. For the purposes of preparing the consolidated financial statements, the Company is a for ‑profit entity. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Consolidated Group comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Consequently, this financial report has been prepared in accordance with and complies with IFRS Accounting Standards as issued by the IASB. 64 GemLife Group Ltd
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Notes to the consolidated financial statements continued Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the consolidated statement of financial position: • Investment properties are measured at fair value; and • Derivatives – interest rate swaps are measured at fair value. Going concern The directors have, at the time of approving the consolidated financial statements, a reasonable expectation that the Consolidated Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Consolidated Group has applied the going concern basis of accounting in preparing these consolidated financial statements. Rounding off of amounts The Company meets the criteria of ASIC Corporations (Rounding in Financial/Director’s Reports) Instrument 2016/191 and, accordingly amounts in the consolidated financial statements and Directors’ Report have been rounded to the nearest thousand dollars. Amounts in these financial statements are stated in Australian dollars (which is the functional and presentation currency) unless otherwise noted. Note 2. Material accounting policy information The accounting policies that are material to the Consolidated Group are set out below. The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of GemLife Group Ltd (‘Company’ or ‘parent entity’) as at 31 December 2025 and the results of all subsidiaries for the year then ended. GemLife Group Ltd and its subsidiaries together are referred to in these consolidated financial statements as the ‘Consolidated Group’. Subsidiaries are all those entities over which the Company has control. The Company controls an entity when the Company 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 to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de ‑consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the Consolidated Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries are consistent with the policies adopted by the Consolidated Group. Note 1. General information continued 65Annual Report 2025
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Notes to the consolidated financial statements continued Revenue recognition The Consolidated Group recognises revenue as follows: Revenue from contracts with customers Revenue from contracts with customers is recognised when performance obligations have been met and control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Consolidated Group expects to be entitled to exchange for those goods or services. The following specific recognition criteria must also be met before revenue is recognised: Home settlement revenue The Consolidated Group constructs and sells moveable homes and leases the land to the customer. Revenue from home settlement is recognised at the point in time when control of the home is transferred to the customer, on settlement of the home. Customer deposits and milestone payments are recognised as a contract liability until the point of delivery and on settlement of the home. Site rental income The site rental income relates to the fee for the lease of the land by the homeowner and services provided in relation to the operation and management of the common community facilities. Income from operating leases is recognised on a straight‑line basis over the term of the relevant lease. Revenue from rendering services is recognised in accordance with performance obligations under the terms and conditions of the service agreements. The Consolidated Group recognises site fees over time because the customer simultaneously receives and consumes the benefit provided to them. Interest income Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. The interest income is presented as “finance income” in the consolidated statement of profit or loss and comprehensive income. Income tax The income tax expense represents the sum of the tax currently payable and deferred tax. The Consolidated Group comprises of both companies and units trusts. Unit trusts are regarded as flow through for Australian income tax purposes. Under current income tax legislation the unit trusts are not liable for income tax provided that unitholders are presently entitled to all the net income of the trusts each year. Trust income includes site fees and gains and losses on the revaluation of investment properties. Current and deferred taxation is only recognised in respect of taxable entities. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Consolidated Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Note 2. Material accounting policy information continued 66 GemLife Group Ltd
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Notes to the consolidated financial statements continued A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Consolidated Group supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice. Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is not provided for the following: • The initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss); • Taxable temporary differences arising on the initial recognition of goodwill; and • Temporary differences related to investment in subsidiaries, associates and jointly controlled entities to the extent that the Consolidated Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Current and deferred tax for the year Current and deferred tax is recognised as income or an expense and included in profit or loss for the period except where the tax arises from a transaction which is recognised in other comprehensive income or equity, in which case the tax is recognised in other comprehensive income or equity respectively. Tax consolidation On 7 July 2025, GemLife Group Ltd (the ‘head entity’) and its wholly ‑owned Australian subsidiaries (excluding the trusts) have formed an income tax consolidated group under the tax consolidation regime, and entered into a tax funding and sharing agreement on that date. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the ‘separate taxpayer within group’ approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. Note 2. Material accounting policy information continued 67Annual Report 2025
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Notes to the consolidated financial statements continued In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group. Assets or liabilities arising under tax funding agreements between the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity. Cash and cash equivalents Cash and cash equivalents comprises cash on hand and demand deposits which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Bank overdrafts form part of short ‑term borrowings for the purpose of the statement of cash flows and are presented within current liabilities on the statement of financial position. Trade and other receivables Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non ‑current assets. Impairment of trade receivables has been determined using the simplified approach in AASB 9 Financial Instruments which uses an estimation of lifetime expected credit losses. The Consolidated Group has determined the probability of non ‑payment of the receivable and multiplied this by the amount of the expected loss arising from default. The amount of the impairment is recorded in a separate loss account. Once the receivable is determined to be uncollectable then the gross carrying amount is written off against the associated allowance. Where the Consolidated Group renegotiates the terms of trade receivables due from certain customers, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognised in profit or loss. Other financial assets Other financial assets are recognised at amortised cost, less any allowance for expected credit losses. Impairment of other financial assets measured at amortised cost are determined using the expected credit loss model in AASB 9 Financial Instruments . On initial recognition of the asset, an estimate of the expected credit losses for the next 12 months is recognised. Where the asset has experienced significant increase in credit risk then the lifetime losses are estimated and recognised. Inventories Inventories are measured at the lower of cost and net realisable value. Inventories comprises completed homes and homes in progress. Home construction costs include direct materials and labour, costs of conversion and other costs that are required to bring the homes to their present location and condition. The cost of homes does not include land development costs. Net realisable value is determined based on an estimated selling price in the ordinary course of business less estimated costs of completion and the estimated costs necessary to make the sale. Note 2. Material accounting policy information continued 68 GemLife Group Ltd
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Notes to the consolidated financial statements continued Derivative financial instruments The Consolidated Group uses derivative financial instruments such as interest rate swaps to hedge its risks associated with interest rate fluctuations. Such derivative financial instruments are initially recognised at fair value on the date the contract is entered and are subsequently remeasured to fair value and included in the consolidated statement of profit or loss and other comprehensive income in the period they arise, including the corresponding tax effect. Derivatives are classified as current or non ‑current depending on the expected period of realisation. Non-current assets classified as held for sale Components of the entity are classified as held for sale if their carrying value will be recovered principally through a sale transaction rather than through continuing use. They are measured at the lower of their carrying value and fair value less costs to sell, except for assets such as investment property, which are carried at fair value. Investment properties Investment properties comprise interests in land and buildings held for long ‑term rental yields and/or for capital appreciation. Investment properties includes land under development as well as fully developed land. Investment properties are measured initially at cost, including transaction costs and construction costs incurred to develop the investment property, such as costs in relation to civil works, community facilities and infrastructure charges. Subsequently, investment properties are stated at fair value, reflecting market conditions at reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the consolidated statement of profit or loss and other comprehensive income in the period they arise. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at measurement date, in the principal market for the asset or liability, or the most advantageous market in its absence. It is the policy of the Consolidated Group to review the fair value of each investment property at each reporting date and revalue investment properties to fair value when their carrying value is deemed to be materially different to their fair value. In determining fair values, the Consolidated Group considers relevant information including the capitalisation of rental streams using market assessed capitalisation rates, expected net cash flows discounted to their present value using market determined risk ‑adjusted discount rates, and other available market data such as recent comparable transactions. The assessment of fair value of investment properties does not take into account potential capital gains tax assessable. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the investment property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the investment property is derecognised. Property, plant and equipment Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment. Property, plant and equipment, excluding freehold land, is depreciated using the straight ‑line method (except in the case of assets allocated to a low ‑value pool), commencing when the asset is ready for use. Note 2. Material accounting policy information continued 69Annual Report 2025
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Notes to the consolidated financial statements continued The depreciation useful lives used for each class of depreciable asset are shown below: Leasehold improvements 5‑7 years Plant and equipment 2‑20 years Motor vehicles 8 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. Any revisions are accounted for prospectively as a change in estimate. Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Consolidated Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Right-of-use assets The Consolidated Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Consolidated Group applies a single recognition and measurement approach for all leases, except for short‑term leases and leases of low ‑value assets which are recognised as an expense on a straight ‑line basis over the lease term. The Consolidated Group recognises lease liabilities to make lease payments and right‑of‑use assets representing the right to use the underlying assets. A right‑of‑use asset is recognised at the commencement date of a lease. The right ‑of‑use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset. Right‑of‑use assets are depreciated on a straight ‑line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Consolidated Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right‑of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. Impairment of non-financial assets other than goodwill At the end of each reporting period, the Consolidated Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Consolidated Group estimates the recoverable amount of the cash ‑generating unit to which the asset belongs. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre ‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Note 2. Material accounting policy information continued 70 GemLife Group Ltd
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Notes to the consolidated financial statements continued Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash ‑generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash‑generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. Trade and other payables These amounts represent liabilities for goods and services provided to the Consolidated Group prior to the end of the financial year and which are unpaid. Due to their short ‑term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Contract liabilities Contract liabilities represent the Consolidated Group’s obligation to transfer goods or services to a customer and are recognised when a customer pays consideration, or when the Consolidated Group recognises a receivable to reflect its unconditional right to consideration (whichever is earlier) before the Consolidated Group has transferred the goods or services to the customer. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Secured notes The issue of secured notes to note holders is recognised upon satisfaction of the terms of the Note Issue Deed which includes payment of the issue price. The payment of subordinated note debt is subordinated to the payment of preferred note debt. The payment of both preferred note debt and subordinated note debt is subordinated to the payment of senior debt which has been provided by ANZ under the syndicated facility agreement. Lease liabilities A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Consolidated Group’s incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right ‑of use asset, or to profit or loss if the carrying amount of the right ‑of‑use asset is fully written down. Note 2. Material accounting policy information continued 71Annual Report 2025
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Notes to the consolidated financial statements continued Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Employee benefits Short-term employee benefits Liabilities for wages and salaries, including non ‑monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Share-based payments Equity‑settled share ‑based compensation benefits are provided to employees. Equity‑settled transactions are awards of shares, rights or options over shares, that are provided to employees in exchange for the rendering of services. The cost of equity ‑settled transactions are measured at fair value on grant date. Fair value is independently determined using the Black‑Scholes option pricing model with Monte Carlo simulations that takes into account the exercise price, the term of the option/right, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the right/option, together with non ‑vesting conditions that do not determine whether the Consolidated Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity ‑settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. If equity‑settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. Fair value measurement When an asset or liability, financial or non ‑financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Note 2. Material accounting policy information continued 72 GemLife Group Ltd
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Notes to the consolidated financial statements continued Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non ‑financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non‑recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of GemLife Group Ltd, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Goods and Services Tax (‘GST’) and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the consolidated statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Note 2. Material accounting policy information continued 73Annual Report 2025
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Notes to the consolidated financial statements continued Note 3. Adoption of new or amended Accounting Standards There are no new and revised Standards and amendments thereto and Interpretations effective for the current period that are relevant to the Consolidated Group. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Accounting Standards and Interpretations issued that are not yet mandatory but may be relevant to the Consolidated Group are summarised below: Standard/Amendment Nature of Change Effective Date AASB 2024‑2 Amendments to AASB 7 & AASB 9 Classification & Measurement of Financial Instruments 1 January 2026 AASB 2024‑3 Annual Improvements Vol II 1 January 2026 AASB 2025‑1 Amendments to AASB 7 & AASB 9 Contracts Referencing Nature‑dependent Electricity 1 January 2026 AASB 18 AASB 18 Presentation and Disclosure in Financial Statements replaces AASB 101 Presentation of Financial Statements. 1 January 2027 AASB 2014‑10 Amendments to AASB 10 & AASB 128 Sale or contribution of assets between an Investor and its associate or joint venture 1 January 2028 The Consolidated Group continues to assess the impact of the foregoing new and amended accounting standards and interpretations effective subsequent to 31 December 2025 on the Consolidated Group’s financial statements in the period of initial application. Additional disclosures required by these amendments will be included in the Consolidated Group’s financial statements when these new standards and amendments are adopted. Note 4. Critical accounting judgements, estimates and assumptions In applying the Consolidated Group’s material accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors considered to be relevant. 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 in the period of the revision and future periods if the revision affects both current and future periods. The significant estimates and judgements made have been described below. Capitalisation of borrowing costs The Consolidated Group capitalises borrowing costs that are directly attributable to the development of sites. Judgement is applied in the determination of the period over which borrowing costs are capitalised, particularly in relation to the determination of the point at which capitalisation ceases. Management have determined that the capitalisation of borrowing costs is discontinued when construction of a site has been completed. 74 GemLife Group Ltd
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Notes to the consolidated financial statements continued Key judgements on deferred tax Deferred tax assets are recognised on unused tax losses to the extent that it is considered probable that future taxable profit will be available against which the unused tax losses can be utilised. Judgement is required in assessing whether there will be sufficient future taxable profit against which unused tax losses may be utilised. These judgements and related estimates are subject to risk and uncertainty. As described in note 10, the Consolidated Group established a tax consolidated group on 7 July 2025. On formation of the tax consolidated group, management performed an assessment and determined that the Consolidated Group’s unused tax losses would be available to be transferred to and utilised by the tax consolidated group in future periods. Management regularly reviews the Consolidated Group’s tax position. To the extent that assumptions regarding future taxable profits and availability of unused tax losses change, there could be a material change to the amount of deferred tax assets recognised and the amount recognised in the profit or loss in the period in which the change occurs. Valuation of investment property The Consolidated Group’s investment properties represent a significant balance in the consolidated statement of financial position. Investment properties are measured at fair value using valuation methods that utilise inputs based on estimates. The methodology applied is a combination of the valuations determined using the discounted cashflow (DCF) method, the income capitalisation method, the direct comparison method and transaction prices where relevant (Refer to note 18 for discussion about each methodology). Independent valuations are adopted for investment properties determined using property valuation models that rely on the use of inputs that are not based on readily observable market data. The significant valuation inputs are as follows: • Annual net property income – represents the contracted amount for which the property is leased. • Capitalisation rate – the rate at which the net market income is capitalised to determine the value of the property. The rate is determined with regard to market evidence. • Discount rate – the rate of return used to convert the monetary sum, payable or receivable in the future, into present value. It reflects 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 regard to market evidence. • Terminal yield – the capitalisation rate used to estimate the residual value of the cash flows associated with the investment property at the end of the expected holding period. Changes in these unobservable inputs will ultimately impact on the fair value of the investment properties recorded. Note 4. Critical accounting judgements, estimates and assumptions continued 75Annual Report 2025
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Notes to the consolidated financial statements continued Note 5. Operating segments Segment information is presented in respect of the Consolidated Group’s management and internal reporting structure. Operating segments are reported based on internal reporting assessed by the Chief Executive Officer (who is identified as the Chief Operating Decision Maker (“CODM”)). Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise corporate assets and expenses. Segment capital expenditure is the total costs incurred during the period to acquire segment assets that are expected to be used for more than one period. The Consolidated Group predominantly invests in land for future development and sale of homes in luxury lifestyle communities in Australia. The Consolidated Group also manages the communities and receives site rental income from the management of these communities. The Consolidated Group consists of two reportable segments that contribute to the running of its business operations. (1) Development – This segment develops the land and sells the home on behalf of the landowner. A deed of development exists between the developer and the landowner. (2) Community Operations – This segment operates the community which involves the maintenance of the common areas such as the clubhouse, managers residence, gardening and landscaping. Other – includes various centralised shared services within the Consolidated Group. 76 GemLife Group Ltd
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Notes to the consolidated financial statements continued Operating segment information 2025 Development $’000 Community Operations $’000 Other $’000 Total $’000 Revenue Home settlement revenue 259,834 – – 259,834 Site rental income – 20,894 – 20,894 Other revenue – 962 – 962 Total revenue 259,834 21,856 – 281,690 Segment profit External segment revenue 259,834 21,856 – 281,690 Other income 90 – 1,863 1,953 Home construction costs (129,394) – – (129,394) Cost of community operations – (7,743) – (7,743) Employee expenses (6,241) – (8,401) (14,642) Administrative expenses^ (7,937) – (10,404) (18,341) Adjusted earnings before interest, tax, depreciation and amortisation and fair value gain/(loss)* 116,352 14,113 (16,942) 113,523 Finance income 414 One‑off costs relating to restructuring and IPO (18,095) Finance expenses (24,452) Loss on change in fair value of investment property (16,304) Loss on change in fair value of derivative financial instruments (161) Depreciation and amortisation (5,156) Income tax expense (1,608) Profit for the year 48,161 2025 Segment assets 1,135,512 398,566 26,650 1,560,728 Assets held for sale – – – 17,250 Total assets 1,135,512 398,566 26,650 1,577,978 ^ Administrative expenses exclude $18.1 million one‑offs costs relating to restructuring and IPO. * Adjusted EBITDA excludes one‑off restructuring and IPO costs and fair value movement on Investment property and derivatives. Note 5. Operating segments continued 77Annual Report 2025
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Notes to the consolidated financial statements continued 2024 Development $’000 Community Operations $’000 Other $’000 Total $’000 Revenue Home settlement revenue 249,521 – – 249,521 Site rental income – 16,272 – 16,272 Other revenue – 540 – 540 Total revenue 249,521 16,812 – 266,333 Segment profit External segment revenue 249,521 16,812 – 266,333 Other income 177 – 991 1,168 Home construction costs (129,595) – – (129,595) Cost of community operations – (5,955) – (5,955) Employee benefits expense (6,139) – (5,230) (11,369) Administrative expenses (5,604) – (7,759) (13,363) Adjusted earnings before interest, tax, depreciation and amortisation and fair value gain/(loss)* 108,360 10,857 (11,998) 107,219 Finance income 181 Finance expenses (34,965) Loss on change in fair value of investment property (10,199) Gain on change in fair value of derivative financial instruments (886) Depreciation and amortisation (5,317) Income tax expense (420) Profit for the year 55,613 2024 Segment assets 687,087 313,250 53,701 1,054,038 Assets held for sale – – – 35,750 Total assets 687,087 313,250 53,701 1,089,788 * Adjusted EBITDA excludes fair value movement on investment property and derivatives. Note 5. Operating segments continued 78 GemLife Group Ltd
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Notes to the consolidated financial statements continued Note 6. Revenue Revenue from contracts with customers: 2025 $’000 2024 $’000 Home settlement revenue^ 259,834 249,521 Site rental income* 20,894 16,272 Commission on resales^ 962 540 281,690 266,333 * Revenue is recognised over time. ^ Revenue is recognised at a point in time. No revenue from transactions from a single customer amount to 10% or more of the recognised revenue. Note 7. Cost of sales 2025 $’000 2024 $’000 Home construction costs (129,394) (129,595) Community operating costs (7,743) (5,955) (137,137) (135,550) Note 8. Administrative expenses Administrative expenses include $18.1 million of non‑recurring restructuring and IPO costs (one‑offs) incurred during the year (2024: Nil). Note 9. Finance expenses 2025 $’000 2024 $’000 Establishment and other borrowing costs 5,929 5,396 Debt facility interest expense 12,966 18,823 Secured notes interest expense 5,557 10,746 24,452 34,965 Interest and loan establishment costs of $20.5 million have been capitalised into investment properties associated with development assets (2024: $21.4 million), representing 46% of total finance costs incurred during the year (2024: 38%). 79Annual Report 2025
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Notes to the consolidated financial statements continued Note 10. Income tax The income tax benefit or expense represents the sum of the tax currently payable or receivable and deferred tax. 2025 $’000 2024 $’000 Current tax Current tax expense 903 1,376 Adjustments in respect of prior years (69) – Deferred tax Deferred tax – origination and reversal of temporary differences (953) (956) Adjustments in respect of prior years 371 – Write‑down of previously recognised deferred tax assets 1,356 – Total income tax expense 1,608 420 Deferred tax included in income tax expense comprises: Decrease/(increase) in deferred tax assets and liabilities (note 21) 774 (956) Numerical reconciliation of income tax expense and tax at the statutory rate Profit before income tax 49,769 56,033 Tax at the statutory tax rate of 30% 14,931 16,810 Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Adjustments in respect of prior years 302 – Write‑down of previously recognised deferred tax assets 1,356 – Trust* income/gains not subject to tax (15,036) (16,390) Other non‑allowable items 55 – Income tax expense 1,608 420 * The Consolidated Group comprises of both companies and unit trusts. Unit trusts are regarded as flow through for Australian income tax purposes. Under current income tax legislation the unit trusts are not liable for income tax provided that unitholders are presently entitled to all the net income of the trusts each year. Prior to 30 June 2025, the trusts’ income includes site fees and gains and losses on the revaluation of investment properties. On 30 June 2025, each unit trust that previously earned site fees in the Consolidated Group entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd, GemLife Communities (VIC) Operations Pty Ltd and GemLife Communities (NSW) Pty Ltd (together called “GemLife Operations”) to manage the operations of the Trusts’ property. Under this arrangement the trusts’ earn operating lease income from GemLife Operations. The site rental income that captured the fee payable by the homeowner for the lease of the land and services provided in relation to the operation and management of the common community facilities became payable by the homeowners to GemLife Operations. The statutory income tax return period for the Consolidated Group is 1 July to 30 June. Tax consolidation On 7 July 2025, GemLife Group Ltd (the ‘head entity’) and its wholly ‑owned Australian subsidiaries (excluding the trusts) have formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the ‘separate taxpayer within group’ approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. None of the entities in the Consolidated Group was part of a tax consolidated group in the prior year. Each entity within the Consolidated Group accounted for their own current and deferred tax amounts in the prior year. Accordingly, the prior year consolidated financial statements included the consolidated current and deferred tax amounts of all entities within the Consolidated Group, with no offsetting of any tax assets or liabilities unless it was within a single tax entity. 80 GemLife Group Ltd
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Notes to the consolidated financial statements continued Note 11. Basic and diluted earnings per share 2025 $’000 2024 $’000 (Loss)/profit after income tax attributable to the parent entity (1,861) 463 Profit after income tax attributable to owners of the other stapled entities 50,022 55,150 Profit after income tax for the year 48,161 55,613 Number Number3 Weighted average number of ordinary shares used in calculating basic earnings per share 286,933,615 200,000,000 Adjustments for calculation of diluted earnings per share: Rights over ordinary shares 1 242,030 – Weighted average number of ordinary shares used in calculating diluted earnings per share 2 287,175,645 200,000,000 Cents Cents Basic earnings Per security 16.8 27.8 Per security attributable to parent entity (0.65) 0.23 Diluted earnings Per security 16.8 27.8 Per security attributable to parent entity (0.65) 0.23 1. At 31 December 2025, the Consolidated Group had outstanding performance rights issued under the FY25 Long‑Term Incentive (LTI) Plan (refer to note 37). These rights are subject to service and performance conditions over the period 1 January 2025 to 31 December 2027. Under AASB 133 Earnings per Share , performance rights are treated as contingently issuable shares. They are included in diluted EPS only when the relevant performance conditions are satisfied at the reporting date. 2. Earnings per shares (“EPS”) has been calculated with reference to the earnings attributable to the owners of GemLife Group Ltd and the number of shares in issue by GemLife Group Ltd. 3. During the year, the Consolidated Group undertook a share subdivision of 100,000 shares for every 1 share, followed by a share consolidation of 0.75 shares for every 1 share (refer to note 27). In accordance with AASB 133 Earnings per Share , both basic and diluted earnings per share have been restated retrospectively for all comparative periods to reflect the change in the number of shares on issue. The previously reported basic and diluted earnings per share for the year ended 31 December 2024 was $231.50, based on a weighted average number of ordinary shares of 2,000. Note 12. Cash and cash equivalents 2025 $’000 2024 $’000 Cash at bank 9,365 5,610 81Annual Report 2025
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Notes to the consolidated financial statements continued Note 13. Trade and other receivables Current 2025 $’000 2024 $’000 Trade receivables 18,097 8,084 Other receivables 853 137 18,950 8,221 The average credit period on trade receivables is seven days. No interest is charged on outstanding trade receivables. Trade and other receivables are recognised initially at transaction price and subsequently adjusted for Expected Credit Losses (ECL). An allowance is recognised by analysing the age of outstanding balances and applying historical default percentages. Historical loss rates are adjusted to reflect current and forward ‑looking observable data affecting the ability of customers to settle their debts. Settlement of homes does not proceed until customers have paid all amounts owing in full. As at 31 December 2025 and 31 December 2024, provision for ECL was nil. Non-current 2025 $’000 2024 $’000 Related party loan – 18 The related party loan was to PVAP Pty Ltd, TCAP Partners Pty Ltd and their related companies. The loan does not carry interest and is repayable on demand (refer to note 36). The loan has been fully paid during the year ended 31 December 2025. Note 14. Inventories 2025 $’000 2024 $’000 Raw materials and consumables 10,796 3,832 Manufactured homes 78,026 45,813 88,822 49,645 The Consolidated Group holds inventory in relation to the development of land lease homes. Inventories are held at the lower of cost and net realisable value. Costs of inventories comprise all acquisition costs, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Inventory includes work in progress and raw materials used in the production of land lease home units. Net realisable value is determined based on an estimated selling price in the ordinary course of business less estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories recognised as an expense during the year was $129.4 million (2024: $129.6 million). The cost of inventories recognised as an expense does not include any amount in respect of write ‑downs of inventory to net realisable value (2024: Nil). 82 GemLife Group Ltd
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Notes to the consolidated financial statements continued Note 15. Other assets Current 2025 $’000 2024 $’000 Prepayments 3,698 1,528 Investment property deposits 2,999 285 Accrued revenue 1,661 913 Bonds paid 297 29 8,655 2,755 Non-current 2025 $’000 2024 $’000 Investment property deposits 5,812 – Bonds paid 1,161 1,255 6,973 1,255 Note 16. Assets classified as held for sale 2025 $’000 2024 $’000 Investment properties 17,250 35,750 The directors resolved to dispose of the below investment properties that comprise of undeveloped pieces of land which are being actively marketed for sale or have been contracted for sale. These investment properties have been classified as assets held for sale and presented separately in the consolidated statement of financial position. 2025 $’000 2024 $’000 Eden Court, Nerang, QLD^ 7,585 7,720 Nerang St, Nerang, QLD^ 9,665 9,835 Terranora, NSW* – 18,195 17,250 35,750 ^ Eden Court, Nerang, QLD was sold and settled on 3 February 2026 (refer to note 43) and Nerang St, Nerang, QLD is under contract and is expected to settle in July 2026. * Following a strategic review, management resolved to retain Terranora, NSW to support long ‑term growth and value creation. Accordingly, the property was reclassified to investment properties as at 31 December 2025. 83Annual Report 2025
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Notes to the consolidated financial statements continued Note 17. Property, plant and equipment 2025 $’000 2024 $’000 Leasehold improvements – at cost 2,007 1,989 Less: Accumulated depreciation (689) (392) 1,318 1,597 Plant and equipment – at cost 32,240 26,324 Less: Accumulated depreciation (16,408) (13,898) 15,832 12,426 Motor vehicles – at cost 8,598 7,888 Less: Accumulated depreciation (3,677) (3,770) 4,921 4,118 Capital work‑in‑progress – at cost 13,622 5,365 35,693 23,506 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Leasehold Improve- ments $’000 Plant and Equipment $’000 Motor Vehicles $’000 Capital Work-in- progress $’000 Total $’000 Balance at 1 January 2024 1,796 13,482 3,723 – 19,001 Additions 79 2,006 1,423 5,365 8,873 Disposals – (16) (73) – (89) Depreciation expense (278) (3,046) (955) – (4,279) Balance at 31 December 2024 1,597 12,426 4,118 5,365 23,506 Additions 18 7,178 2,093 8,632 17,921 Disposals – (896) (403) – (1,299) Transfers (note 19) – – – (375) (375) Depreciation expense (297) (2,876) (887) – (4,060) Balance at 31 December 2025 1,318 15,832 4,921 13,622 35,693 84 GemLife Group Ltd
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Notes to the consolidated financial statements continued Note 18. Investment properties 2025 $’000 2024 $’000 Investment property – at fair value 1,385,100 952,650 Reconciliation Reconciliation of the fair values at the balance date is as follows: Opening fair value 952,650 798,600 Acquisitions 230,787 15,147 Capitalised expenditures 200,486 171,122 Transfer from/(to) held for sale* 18,500 (18,195) Disposals (1,019) (1,529) Fair value movement (16,304) (12,495) Closing fair value 1,385,100 952,650 * Relates to the transfer of carrying value of Terranora NSW property and the movement in fair value for assets classified as held for sale. Investment properties relate to land and facilities owned by the Consolidated Group. The main categories include: • Balance Land – Greenfield and Development Application (DA) Approved Pipeline – Greenfield Pipeline reflects projects which GemLife owns, or will own on completion, but for which DA approval has not been granted. DA Approved Pipeline reflects communities/sites where DA approval has been granted but development is yet to commence. • Sites Under Development – reflects communities which are under development by the Group, including sites which are partly occupied by homeowners (where the percentage of sites occupied at that community is under <95%). • Completed Sites – communities substantially fully occupied by homeowners (where the percentage of sites occupied at that community is greater than or equal to ≥95%). Valuations of investment properties are carried out at each reporting period and the following are the methodologies applied. (i) Market Approach – direct comparison This method is utilised primarily to value land relating to greenfield and pipeline sites. The market approach provides an indication of the value by comparing the property with identical or comparable properties for which price information is available. (ii) Capitalisation of income method This method is utilised primarily to value active or operational communities. Under the capitalisation method, fair value is estimated using assumptions regarding the expectation of future benefits. This method involves estimating a sustainable net operating income profile of a property and applying a capitalisation rate into perpetuity. The capitalisation rate is based on current market evidence. The sustainable net operating income profile of a property takes into account occupancy, rental income and operating expenses. 85Annual Report 2025
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Notes to the consolidated financial statements continued (iii) Discounted cash flow method The discounted cash flow method (DCF) is primarily used to value balance land relating to under development sites. Under the discounted cash flow method, fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. The DCF utilises the forecasted cash flow of the property for a defined future period, discounted back to the valuation date, resulting in a present ‑day value estimate. The discount rate in the DCF model is typically a market driven rate and has regard to the time value of money, along with the risk profile of the cash flow. The key assumptions and unobservable inputs applied in the valuations are noted in the below table: Class of Assets (Level 3) 2025 $’000 2024 $’000 Fair Value Input 2025 Assumptions 2024 Assumptions Valuation Techniques Completed Sites 263,500 167,000 Capitalisation rate 5.00%‑ 5.30% 4.9%‑ 5.25% Income Capitalisation Sites Under Development 950,750 613,800 Site rental per villa per week (inc. GST) Discount rate Terminal yield $215‑ $275 11.50%‑ 19.50% 5.15%‑ 5.25% $215‑ $250 13.00%‑ 18.50% 5.15%‑ 5.25% Market approach – Direct comparison/ Discounted cash flow/Income capitalisation Balance Land – Greenfield and DA Approved Pipeline 170,850 171,850 Site rental per villa per week (inc. GST) Discount rate Terminal yield $216‑ $270 17.50%‑ 20.00% 5.15%‑ 5.25% $230‑ $265 20% 5.15%‑ 5.25% Market approach – Direct comparison/ Discounted cash flow Total 1,385,100 952,650 When investment property (undeveloped land) is acquired by the Consolidated Group, it is recognised at cost including acquisition costs (for example stamp duty). After Development Approval is obtained and development commences, the fair value of investment property typically increases to reflect land improvement costs incurred and the market value of the sites included in that investment property based on future cash flows from home development profits and long ‑term operating net cash from rental of the sites. As a result of the Consolidated Group ’s business model, when a home is sold this reduces the value attributed to that site included in the investment property valuation. This reduction in value is reflected in the value of the investment property at the next reporting date. This reduction represents the realisation of the development value as properties are transferred from development to completed sites. Note 18. Investment properties continued 86 GemLife Group Ltd
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Notes to the consolidated financial statements continued The net change in value of investment property in each reporting period is influenced by many different other factors, in addition to the decrease in fair value of investment property due to home sales during the year: • DA approval being received, or other changes to the scope of the project in the period, may result in an increase in value. • Capital expenditure in the period, which is expected to increase the value of sites (i.e. beyond the value of the capital expenditure). • Development milestones (i.e. certain milestones such as completion of the community clubhouse) which would drive up average price/margin for homes. • Additions/disposal of adjacent land sites which would increase/decrease the fair value of investment property. • Unwinding of net present value of cash flows from development sites not sold during the reporting period. • Change in macroeconomic factors, which impact average sale price, construction costs, discount rates and cap rates. • Changes in average sales prices due to changes in the mix of the number of units remaining to be settled and the valuation of the units (i.e. generally positive through the life of the development). The net loss on changes in fair value of investment properties of $16.3 million (2024: $12.5 million) comprises of: (a) Gains of $7.0 million (2024: Gains of $59.6 million) relating to Greenfield and DA approved pipeline sites as at reporting date. (b) Losses of $8.5 million (2024: Losses of $79.3 million) relating to sites under development as at reporting date. (c) Losses of $14.8 million (2024: Gains of $7.2 million) relating to completed sites as at reporting date. The valuation of the Burnett Heads and Glass House Mountains investment properties that were acquired on the acquisition of GemAliria Pty Ltd assumes that DA approval will be received over the entirety of both sites, noting that both sites already have partial DA approval. The share purchase agreement for the acquisition of GemAliria Pty Ltd includes a contractual “claw ‑back” provision that allows the Consolidated Group to claim financial amounts from the vendor in the unlikely event that DA approval is not received on the entirety of both sites. Note 19. Intangible assets 2025 $’000 2024 $’000 Goodwill – at cost 1,248 1,248 Other intangible assets – at cost 798 395 Less: Accumulated amortisation (325) (244) 473 151 Total intangible assets 1,721 1,399 Note 18. Investment properties continued 87Annual Report 2025
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Notes to the consolidated financial statements continued Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Goodwill $’000 Other Intangible Assets $’000 Total $’000 Balance at 1 January 2024 1,248 226 1,474 Amortisation expense – (75) (75) Balance at 31 December 2024 1,248 151 1,399 Additions – 28 28 Transfers (note 17) – 375 375 Amortisation expense – (81) (81) Balance at 31 December 2025 1,248 473 1,721 Note 20. Derivative financial assets Interest Rate Swap Contracts – Fair Value Hedges 2025 $’000 2024 $’000 Current 635 – Non‑current 1,572 2,369 2,207 2,369 Refer to note 33 for further information on fair value measurement. Note 21. Deferred tax Deferred Tax Assets and Liabilities 2025 $’000 2024 $’000 Deferred tax assets and liabilities are attributable to the following: Unused tax losses 125,352 96,710 Development costs (136,544) (104,199) Other 2,943 14 (8,249) (7,475) The Consolidated Group has unutilised tax losses of $417.4 million as at 31 December 2025 (2024: $322.4 million) on which a deferred tax asset has been recognised. Note 19. Intangible assets continued 88 GemLife Group Ltd
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Notes to the consolidated financial statements continued Unused Tax Losses $’000 Development Costs $’000 Other $’000 Total $’000 Reconciliation: Balance at 1 January 2024 67,763 (79,862) 3,668 (8,431) Credited/(charged) to profit or loss (note 10) 28,947 (24,337) (3,654) 956 Balance at 31 December 2024 96,710 (104,199) 14 (7,475) Credited/(charged) to profit or loss (note 10) 28,642 (32,345) 2,929 (774) Balance at 31 December 2025 125,352 (136,544) 2,943 (8,249) Note 22. Right‑of‑use assets and lease liabilities 2025 $’000 2024 $’000 Buildings 6,045 6,002 Less: Accumulated depreciation (2,924) (1,909) 3,121 4,093 Reconciliations A reconciliation of the written down values at the beginning and end of the current and previous financial year are set out below: Buildings $’000 Balance at 1 January 2024 4,674 Additions 407 Disposals (25) Depreciation expense (963) Balance at 31 December 2024 4,093 Additions 43 Depreciation expense (1,015) Balance at 31 December 2025 3,121 Lease Liabilities 2025 $’000 2024 $’000 Current 955 923 Non‑current 2,899 3,838 3,854 4,761 The Consolidated Group leases several buildings for office space and storage with the main lease being the head office building located at 120 Siganto Drive, Helensvale QLD. The current lease termination date for the head office lease is 31 March 2030. The maturity analysis of lease liabilities are disclosed in note 32. Note 21. Deferred tax continued 89Annual Report 2025
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Notes to the consolidated financial statements continued Note 23. Trade and other payables Current 2025 $’000 2024 $’000 Trade payables 8,642 767 Investment property acquisition cost payable 10,540 – Accrued expenses 17,643 10,284 Goods and services tax payable 382 765 Sundry payables 937 7,070 Amount payable to unitholders* – 3,541 38,144 22,427 * Amount payable to unitholders has been fully paid during the year ended 31 December 2025. The average credit period of trade payables is 30 days. The carrying amount of trade payables approximates their fair value. Note 24. Contract liabilities 2025 $’000 2024 $’000 Contract Liabilities* 34,495 26,185 Deposits received 517 418 35,012 26,603 * Contract liabilities are progress claims for homes sold to homeowners throughout the construction timeline but only recognised as revenue on settlement. Revenue is expected to be recognised within the next 12 months. Note 25. Employee benefits Current 2025 $’000 2024 $’000 Provision for annual leave 1,638 1,820 Short‑term incentive program 1,125 – Provision for long service leave 39 40 2,802 1,860 Non-current 2025 $’000 2024 $’000 Provision for long service leave 839 367 90 GemLife Group Ltd
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Notes to the consolidated financial statements continued Note 26. Borrowings Current Liabilities 2025 $’000 2024 $’000 Secured bank loans(i) – 32,103 Bank overdraft 3,459 4,790 Asset finance facilities (iii) 6,587 5,305 10,046 42,198 Non-current liabilities 2025 $’000 2024 $’000 Secured bank loans(i) 449,324 612,497 Borrowing costs (ii) (3,064) (3,386) Asset finance facilities (iii) 15,082 9,831 Secured notes – related parties (iv) – 113,434 Secured notes – others – 6 461,342 732,382 (i) As at 31 December 2025, the drawn down amount from the syndicated loan facility was $449.3 million (2024: 644.6 million). Interest on the bank loan is variable and the average rate for the year was 5.60% (2024: 5.87%). Borrowings repaid during the year amounted to $359.8 million (2024: $138.9 million) and borrowings received amounted to $164.5 million (2024: $268.9 million). The total facility amount at 31 December 2025 was $700.0 million (2024: $660.0 million), of which $250.7 million is available (2024: $15.4 million) and the facility matures in June 2029. (ii) Borrowing costs relate to loan establishment fees. These costs are amortised and capitalised over the term of the syndicated loan facility. The carrying value is recorded as a reduction against borrowings. (iii) Asset finance facilities relate to the financing of plant and machinery. Interest is fixed under each asset finance contract over the term of the agreement. The term of asset finance contract is typically five years. (iv) Secured notes relate to notes issued to the shareholders prior to the listing of the Consolidated Group. Interest on secured notes is accrued at a rate of 13.26%. During the year, secured notes, totalling $120.9 million, were fully repaid using the proceeds from IPO. Banks have first ranking security over all entities within the Consolidated Group and first ranking mortgage over all land and assets held within the Consolidated Group. Borrowings are classified as current liabilities unless the Consolidated Group has a right to defer settlement of the liability for at least twelve months after the reporting date. The carrying value of investment properties, assets classified as held for sale, and inventories at reporting date pledged as security is $1,491.2 million (2024: $1,038.0 million). The Consolidated Group has met all required covenants since the arrangements commenced and therefore expects that all current arrangements will continue until the sooner of repayment, refinance or expiry. The Consolidated Group’s Loans (the “Loans”) under the Syndicated Facility Agreement (the “Agreement”) are repayable by 12 June 2029. Until 31 March 2025, under the terms of the Agreement, the Consolidated Group was required to make prepayments towards the Loans when the Consolidated Group had completed a home sale. The amount of the prepayment was determined under the Agreement and was a portion of the net sale proceeds received by the Consolidated Group from each home sale. The prepayment towards the Loans was required to be made no later than the last day of the calendar month following the month in which the net sale proceeds were received. Furthermore, the Consolidated Group could reborrow any amounts prepaid towards the Loans under the terms of the Agreement. On 31 March 2025, the terms of the Agreement were amended to remove the requirement to make prepayments towards the Loans when the Consolidated Group had completed a home sale. AASB 101 Presentation of Financial Statements requires the Consolidated Group to disclose as current all liabilities due to be settled within twelve months after the reporting period. 91Annual Report 2025
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Notes to the consolidated financial statements continued The Consolidated Group had, accordingly, determined that prepayments towards the Loans that were expected and due to be made within 12 months after the reporting period arising from unconditional home sale contracts held by the Consolidated Group at the end of the previous reporting period were classified as current. Following the amendment to the Agreement, there is no contractual requirement to pay any portion of the Loan within 12 months after the reporting date. Accordingly, the full Loan is classified as non‑current. During the year ended 31 December 2025, the Syndicated Facility Agreement was amended to remove the requirement to make prepayments towards the Loans when the Consolidated Group has completed a home sale. Below is a summary of the amounts included as the current portion of loans at reporting date. 2025 $’000 2024 $’000 Prepayments towards the Loans arising from net sale proceeds already received by the Consolidated Group as at reporting date – 8,921 Prepayments towards the Loans due to be made within twelve months after 31 December arising from unconditional sale contracts held by the Consolidated Group as at reporting date – 23,182 – 32,103 Note 27. Issued capital 2025 Shares 2024 Shares 2025 $’000 2024 $’000 Ordinary shares – fully paid 380,288,462 2,000 269,243 500 Less: Share issue costs, net of tax – – (6,343) – 380,288,462 2,000 262,900 500 Movements in ordinary share capital Details Date Shares $’000 Balance 1 January 2024 2,000 500 Balance 31 December 2024 2,000 500 Share split (100,000 shares for every 1 share)* 7 July 2025 199,998,000 – Shares issued on restructure of group entities 7 July 2025 66,465,083 60,215 Share consolidation (0.75 shares for every 1 share)^ 7 July 2025 (66,465,083) – Issue of shares 8 July 2025 180,288,462 208,528 Balance 31 December 2025 380,288,462 269,243 * During the year, the Consolidated Group undertook a share subdivision of 100,000 shares for every 1 share. ^ During the year, the Consolidated Group undertook a share consolidation of 0.75 shares for every 1 share. Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. Note 26. Borrowings continued 92 GemLife Group Ltd
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Notes to the consolidated financial statements continued Note 28. Reserves 2025 $’000 2024 $’000 Restructure reserve (60,886) – Share‑based payments reserve 568 – (60,318) – Restructure reserve The restructure reserve arose on the restructure of the business during the year (refer to note 30). Share-based payments reserve The share‑based payment reserve includes the equity impact the equity‑settled share‑based payments (refer to note 37). Movements in reserves Restructure reserve $’000 Share-based payments $’000 Total $’000 Balance at 1 January 2024 – – – Share‑based payment expense – – – Balance at 31 December 2024 – – – Reserve arising from restructure occurred during the year (60,886) – (60,886) Share‑based payment expense – 568 568 Balance at 31 December 2025 (60,886) 568 (60,318) Note 29. Dividends There were no dividends paid, recommended or declared during the year ended 31 December 2025 (2024: Nil). Note 30. Group restructure On 7 July 2025, the Consolidated Group undertook a restructure to simplify the corporate structure, align the governance arrangements, and consolidate all of the companies in the Consolidated Group under a single holding company, and the majority of trusts under a single holding trust. As part of this restructure, the Company became the parent entity of all the corporate entities within the Consolidated Group. The restructure was achieved through the issue of shares by the Company as consideration for the share capital of the acquired companies. In accounting for the restructure transaction, the Company measured the consideration paid (that is the share capital issued) at an amount equal to the estimated market value of the underlying entities acquired. This resulted in an increase in the value of issued capital and a reallocation of equity attributable to the owners of the other stapled entities attributable to the owners of GemLife Group Ltd and the recognition of a restructure reserve of $60.9 million. Management assessed the transaction in accordance with AASB 3 Business Combinations and determined that the restructure and related acquisitions is not a business combination. It is noted that all entities subject to the restructure are already consolidated by the Company due to the stapling arrangement that had been in place. 93Annual Report 2025
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Notes to the consolidated financial statements continued Note 31. Acquisition of GemAliria Pty Ltd On 15 July 2025, the Consolidated Group acquired 100% of the issued share capital of GemAliria Pty Ltd from a director of the Company. GemAliria Pty Ltd is a real estate company that owns eight parcels of land that were purchased for $220 million (excluding transaction costs and settlement adjustments). Of the eight parcels of land, six are under development, one has a development approval, but has not yet commenced, and one parcel of land where development approval has not been granted but is expected to be granted. The consideration for the acquisition was determined with reference to an independent valuation of the parcels of land acquired. Management assessed the transaction in accordance with AASB 3 Business Combinations and determined that the acquired set of activities and assets does not constitute a business as defined in AASB 3. Accordingly, the transaction has been accounted for as an asset acquisition of investment property. Note 32. Financial risk and capital management Introduction The Consolidated Group’s principal financial instruments comprise cash, receivables, payables, bank loans, loan notes and interest rate swaps. The main risks arising from the Consolidated Group’s financial instruments are interest rate risk, credit risk and liquidity risk. The Consolidated Group manages its exposure to these risks primarily through its borrowing policy. The Consolidated Group’s management team regularly reviews those risks. Market risk Interest rate risk The Consolidated Group’s main interest rate risk arises from bank borrowings. The main consequence of adverse changes in market interest rates is higher interest costs, reducing the Consolidated Group’s profit. In addition, the Consolidated Group’s syndicated loan agreement includes minimum interest cover covenants. Higher interest costs resulting from increases in market interest rates may result in these covenants being breached, providing the lenders the right to call in the loan or to increase the interest rate applied to the loan. The Consolidated Group manages the risk of changes in market interest rates by maintaining appropriate mix between fixed and floating rate borrowings and by the use of interest rate swap contracts. As 31 December 2025, approximately 78% (2024: 54%) of the Consolidated Group ’s bank borrowings are economically hedged with interest rate swap contract protection. Changes in market interest rates will also change the fair value of any interest rate swaps. The Consolidated Group’s exposure to interest rate risk and effective rates on financial instruments at the reporting date was: 2025 Balance $’000 2024 Balance $’000 Financial assets Cash at bank 9,365 5,610 Interest rate swaps 2,207 2,369 Financial liabilities Borrowings (449,324) (644,600) Bank overdraft (3,459) (4,791) Net exposure to cash flow interest rate risk (441,211) (641,412) 94 GemLife Group Ltd
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Notes to the consolidated financial statements continued An analysis of variable interest rate borrowings at carrying value by remaining contractual maturities is as follows: 2025 1 Year or Less $’000 Between 1 and 5 Years $’000 Over 5 Years $’000 Total $’000 Financial assets Cash at bank 9,365 – – 9,365 Interest rate swaps 635 1,572 – 2,207 Financial liabilities Bank debt (3,459) (449,324) – (452,783) 6,541 (447,752) – (441,211) 2024 Financial assets Cash at bank 5,610 – – 5,610 Interest rate swaps – 2,369 – 2,369 Financial liabilities Bank debt (36,894) (612,497) – (649,391) (31,284) (610,128) – (641,412) The impact of an increase or decrease in average interest rates of 1% (100bps) at reporting date, with all other variables held constant, is illustrated in the table below. This analysis is based on the interest rate risk exposures in existence as at 31 December 2025. Basis Points Increase Basis Points Decrease 2025 Basis Points Change Effect on Profit Before Tax $’000 Basis Points Change Effect on Profit Before Tax $’000 Variable interest rate instruments 100 (4,493) 100 4,493 Basis Points Increase Basis Points Decrease 2024 Basis Points Change Effect on Profit Before Tax $’000 Basis Points Change Effect on Profit Before Tax $’000 Variable interest rate instruments 100 (6,446) 100 6,446 Note 32. Financial risk and capital management continued 95Annual Report 2025
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Notes to the consolidated financial statements continued Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Consolidated Group. The Consolidated Group has a strict code of credit, including obtaining agency credit information, receipt of advance payments, confirming references and setting appropriate credit limits. The Consolidated Group carries insignificant credit risk given the ownership of properties are transferred upon full settlement of the sale price. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the consolidated financial statements. The Consolidated Group holds collateral on the sold properties until full settlement. Liquidity risk The main objective of liquidity risk management is to reduce the risk that the Consolidated Group does not have the resources available to meet its financial obligations and working capital and committed capital expenditure requirements. The Consolidated Group sets a target for the level of undrawn debt facilities to cover future committed capital expenditure in the next year and an allowance for unplanned events. The Consolidated Group may also be exposed to contingent liquidity risk under its term of the syndicated loan facilities, where the loan facilities include covenants which if breached give the lender the right to call the loan, thereby accelerating a cash flow which otherwise was scheduled for the loan maturity. The Consolidated Group monitors adherence and compliance with loan covenants on a regular basis. The contractual maturities of the Consolidated Group’s non ‑derivative financial liabilities at the reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities at market rates. 2025 1 Year or Less $’000 Between 1 and 5 Years $’000 Over 5 Years $’000 Total $’000 Non-derivatives Trade and payables 38,144 – – 38,144 Borrowings 10,612 564,215 – 574,827 Lease liabilities 1,183 3,217 – 4,400 Total non-derivatives 49,939 567,432 – 617, 371 2024 1 Year or Less $’000 Between 1 and 5 Years $’000 Over 5 Years $’000 Total $’000 Trade and other payables 22,427 – – 22,427 Borrowings 44,066 649,873 129,675 823,614 Lease liabilities 1,212 4,384 – 5,596 Total non-derivatives 67,705 654,257 129,675 851,637 The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. Note 32. Financial risk and capital management continued 96 GemLife Group Ltd
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Notes to the consolidated financial statements continued Note 33. Fair value measurement Fair value hierarchy The following tables detail the Consolidated Group’s assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. 2025 Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 Assets Investment properties – – 1,385,100 1,385,100 Interest rate swaps – 2,207 – 2,207 Total assets – 2,207 1,385,100 1,387 ,307 2024 Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 Assets Investment properties – – 952,650 952,650 Interest rate swaps – 2,369 – 2,369 Total assets – 2,369 952,650 955,019 There were no transfers between levels during the year. The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short ‑term nature. Valuation techniques for fair value measurements categorised within level 2 and level 3 Investment properties are measured at fair value. Refer to note 18 for further information on fair value measurement. Derivative financial instruments have been valued using quoted market rates. This valuation technique maximises the use of observable market data where it is available and relies as little as possible on entity specific estimates. 97Annual Report 2025
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Notes to the consolidated financial statements continued Note 34. Key management personnel disclosures The term “key management personnel” refers to those persons having authority and responsibility for planning, directing and controlling the activities of the Consolidated Group, directly or indirectly, including any director (whether executive or otherwise) of the Consolidated Group. Compensation The aggregate compensation made to directors and other members of key management personnel of the Consolidated Group is set out below: 2025 $ 2024 $ Short‑term employee benefits 2,558,576 – Post‑employment benefits 77,037 – Share‑based payments 568,048 – Long‑term employee benefits 17,286 – 3,220,947 – For the first six months of the year, prior to IPO, the directors of the Consolidated Group were paid through management fees (refer to note 36). Note 35. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by Deloitte Touche Tohmatsu, the auditor of the Company: 2025 $ 2024 $ Audit services – Deloitte Touche Tohmatsu Audit or review of the financial statements 626,126 178,877 Other services – Deloitte Touche Tohmatsu Assurance services in relation to the IPO 1,155,295 – Other non‑assurance services 40,908 60,000 1,196,203 60,000 1,822,329 238,877 98 GemLife Group Ltd
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Notes to the consolidated financial statements continued Note 36. Related party transactions The Consolidated Group’s main related parties and transactions are: (i) Composition of the Consolidated Group The Consolidated Group is a leading developer, builder, owner and operator with Australia’s Land Lease Community sector. The Consolidated Group provides premium resort ‑style living for homeowners aged 50 and over, designed to support a high quality, active, and socially engaged lifestyle. GemLife aims to deliver master‑planned residential communities to support a smooth transition for senior downsizers, with high‑quality modern homes that are low‑maintenance and well‑equipped, together with recreational and leisure facilities to support community ‑oriented living. Where relevant, each of the entities within the Consolidated Group are for ‑profit proprietary companies and trusts, incorporated and domiciled in Australia. Below is a list of entities included within the consolidated financial statements: Included in the Group as at 31 December 2025 Included in the Group as at 31 December 2024 GemLife Communities Pty Ltd Yes Yes GemLife Administration Pty Ltd Yes Yes GemLife Assets Pty Ltd Yes Yes Gemstone Joinery Pty Ltd Yes Yes GemLife Finance Pty Ltd Yes Yes GemLife Funds Pty Ltd Yes Yes Prospecta Utilities Pty Ltd Yes Yes Prospecta Utilities APAC Pty Ltd Yes Yes Prospecta Telco Advisory Pty Ltd* No Yes Prospecta Telco Retail Pty Ltd Yes Yes GTH Project No 1 Pty Ltd Yes Yes GTH Project No 2 Pty Ltd Yes Yes GTH Project No 6 Pty Ltd Yes Yes Gemlife Communities (QLD) Operations Pty Ltd (formerly GTH Resorts No 25 Pty Ltd) Yes Yes Gemlife Communities (NSW) Operations Pty Ltd (formerly GTH Resorts No 26 Pty Ltd) Yes Yes Gemlife Communities (VIC) Operations Pty Ltd (formerly GTH Resorts No 27 Pty Ltd) Yes Yes GemLife Trust** Yes No GTH Resorts No 1 Pty Ltd (as trustee for GTH Resorts No 1 Unit Trust) Yes Yes GTH Resorts No 2 Pty Ltd (as trustee for GTH Resorts No 2 Trust)*** Yes Yes GTH Resorts No 3 Pty Ltd (as trustee for GTH Resorts No 3 Trust)*** Yes Yes GTH Resorts No 4 Pty Ltd (as trustee for GTH Resorts No 4 Trust)*** Yes Yes GTH Resorts No 5 Pty Ltd (as trustee for GTH Resorts No 5 Unit Trust) Yes Yes 99Annual Report 2025
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Notes to the consolidated financial statements continued Included in the Group as at 31 December 2025 Included in the Group as at 31 December 2024 GTH Resorts No 6 Pty Ltd (as trustee for GTH Resorts No 6 Trust)*** Yes Yes GTH Resorts No 7 Pty Ltd (as trustee for GTH Resorts No 7 Unit Trust) Yes Yes GTH Resorts No 8 Pty Ltd (as trustee for GTH Resorts No 8 Trust)*** Yes Yes GTH Resorts No 9 Pty Ltd (as trustee for GTH Resorts No 9 Unit Trust) Yes Yes GTH Resorts No 10 Pty Ltd (as trustee for GTH Resorts No 10 Unit Trust) Yes Yes GTH Resorts No 11 Pty Ltd (as trustee for GTH Resorts No 11 Trust)*** Yes Yes GTH Resorts No 12 Pty Ltd (as trustee for GTH Resorts No 12 Trust)*** Yes Yes GTH Resorts No 14 Pty Ltd (as trustee for GTH Resorts No 14 Unit Trust) Yes Yes GTH Resorts No 15 Pty Ltd (as trustee for GTH Resorts No 15 Trust)*** Yes Yes GTH Resorts No 16 Pty Ltd (as trustee for GTH Resorts No 16 Unit Trust) Yes Yes GTH Resorts No 17 Pty Ltd (as trustee for GTH Resorts No 17 Unit Trust) Yes Yes GTH Resorts No 18 Pty Ltd (as trustee for GTH Resorts No 18 Unit Trust) Yes Yes GTH Resorts No 19 Pty Ltd (as trustee for GTH Resorts No 19 Trust)*** Yes Yes GTH Resorts No 20 Pty Ltd (as trustee for GTH Resorts No 20 Unit Trust) Yes Yes GTH Resorts No 21 Pty Ltd (as trustee for GTH Resorts No 21 Unit Trust) Yes Yes GTH Resorts No 22 Pty Ltd (as trustee for GTH Resorts No 22 Unit Trust) Yes Yes GTH Resorts No 23 Pty Ltd (as trustee for GTH Resorts No 23 Unit Trust) Yes Yes GTH Resorts No 24 Pty Ltd (as trustee for GTH Resorts No 24 Unit Trust) Yes Yes GemLife Resorts No 25 Pty Ltd (as trustee for GTH Resorts No 25 Unit Trust)**** Yes No GemLife Resorts No 26 Pty Ltd (as trustee for GTH Resorts No 26 Unit Trust)**** Yes No GemLife Resorts No 27 Pty Ltd (as trustee for GTH Resorts No 27 Unit Trust)**** Yes No GTH Resorts No 1 Unit Trust Yes Yes Note 36. Related party transactions continued 100 GemLife Group Ltd
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Notes to the consolidated financial statements continued Included in the Group as at 31 December 2025 Included in the Group as at 31 December 2024 GTH Resorts No 2 Trust Yes Yes GTH Resorts No 3 Trust Yes Yes GTH Resorts No 4 Trust Yes Yes GTH Resorts No 5 Unit Trust Yes Yes GTH Resorts No 6 Trust Yes Yes GTH Resorts No 7 Unit Trust Yes Yes GTH Resorts No 8 Trust Yes Yes GTH Resorts No 9 Unit Trust Yes Yes GTH Resorts No 10 Unit Trust Yes Yes GTH Resorts No 11 Trust Yes Yes GTH Resorts No 12 Trust Yes Yes GTH Resorts No 14 Unit Trust Yes Yes GTH Resorts No 15 Trust Yes Yes GTH Resorts No 16 Unit Trust Yes Yes GTH Resorts No 17 Unit Trust Yes Yes GTH Resorts No 18 Unit Trust Yes Yes GTH Resorts No 19 Trust Yes Yes GTH Resorts No 20 Unit Trust Yes Yes GTH Resorts No 21 Unit Trust Yes Yes GTH Resorts No 22 Unit Trust Yes Yes GTH Resorts No 23 Unit Trust Yes Yes GTH Resorts No 24 Unit Trust Yes Yes GTH Resorts No 25 Unit Trust Yes Yes GTH Resorts No 26 Unit Trust Yes Yes GTH Resorts No 27 Unit Trust Yes Yes GemAliria Pty Ltd^ Yes No Gemstone Lifestyle No 2 Pty Ltd^ Yes No Gemstone Lifestyle No 3 Pty Ltd^ Yes No Gemstone Lifestyle No 4 Pty Ltd^ Yes No Gemstone Lifestyle No 5 Pty Ltd^ Yes No Gemstone Lifestyle No 6 Pty Ltd^ Yes No Gemstone Lifestyle No 7 Pty Ltd^ Yes No Gemstone Lifestyle No 8 Pty Ltd^ Yes No Gemstone Lifestyle No 9 Pty Ltd^ Yes No * Prospecta Telco Advisory Pty Ltd was deregistered on 22 July 2025. ** GemLife Trust was established on 16 May 2025. *** On 16 May 2025, these entities were retired as trustees of their respective unit trusts. **** These entities were incorporated on 9 September 2025 and were established as trustees of their respective unit trusts on 12 November 2025. ^ On 15 July 2025, the Consolidated Group acquired 100% of the issued share capital GemAliria Pty Ltd and its subsidiaries from a group ultimately controlled by a director of the Company (refer to note 31). Note 36. Related party transactions continued 101Annual Report 2025
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Notes to the consolidated financial statements continued (ii) Key management personnel and compensation Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity are considered key management personnel. The directors and Chief Financial Officer of the Consolidated Group are deemed to be key management personnel up to 31 December 2025. For the first six months of the year, prior to IPO, the directors of the Consolidated Group were paid through management fees. Refer to note 34 for key management personnel compensation. (iii) Transactions with related parties The following transactions occurred with related parties: 2025 $ 2024 $ Shareholders of the Consolidated Group prior to IPO Management fees expense (2,070,059) (3,817,513) Service fees recharges* 4,193,291 3,641,947 * As described in the prospectus, the Group provides services to the Living Gems Group, including the use of GemLife staff. A director of the Consolidated Group is a beneficiary of the trust that owns and controls the Living Gems Group. The payroll costs incurred by GemLife in providing the services are recharged to the Living Gems Group and both the costs and the recharge are presented net within employee expenses. For the prior period, and the period from 1 January to 30 June 2025, the recharge was equal to the costs of the services and for the period from 1 July to 31 December 2025, following entering into a Transitional Services Agreement, the costs were recharged with a 5% margin. (iv) Related party receivables and payables The following balances are outstanding at the reporting date with related parties: 2025 $ 2024 $ Current receivables: Related party receivables 297,865 57,047 Non-current receivables: Loan to related parties – 18,447 Current payables: Amount payable to unitholders – (3,540,931) Non-current borrowings: Secured notes – related parties – (113,433,661) Refer to note 31 for details relating to the acquisition of the entire issued share capital of GemAliria Pty Ltd from a director of the Company. Note 36. Related party transactions continued 102 GemLife Group Ltd
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Notes to the consolidated financial statements continued Note 37. Share‑based payments Long-Term Incentives (LTI) Framework The Board determined that the LTI framework should incorporate a balanced combination of four performance measures, each weighted at 25% comprising: • Absolute Total Securityholder Return (TSR) • Relative TSR (against comparator group) • Earnings per Share (EPS) growth • Number of new dwellings approved This balanced mix ensures vesting outcomes capture value creation for securityholders (Absolute and Relative TSR), disciplined earnings growth (EPS), and execution of the Group’s development pipeline strategy (dwellings approved). Together, these measures align reward with both financial outcomes and the operational progress that underpins sustainable value creation. FY25 LTI Grant As part of FY25 LTI Grant, certain employees were granted performance rights. The FY25 LTI Grant will be assessed over a three ‑year performance period ending on 31 December 2027. Any rights that do not vest on testing against the performance measures will lapse. Set out below are summaries of performance rights granted under the FY25 LTI Grant: Number of rights 2025 Weighted average exercise price 2025 Outstanding at the beginning of the financial year – $0.00 Granted during the year 450,720 $0.00 Outstanding at the end of the financial year 450,720 $0.00 Exercisable at the end of the financial year 450,720 $0.00 For the performance rights granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows: Grant date 18 June 2025 Expiry date N/A Weighted average fair values at the grant date $3.02 Dividend yield 0.31% Expected volatility 25.46% Risk–free interest rate 3.36% No rights vested, were exercised or lapsed during the financial year. The expense recognised for share‑based payments during the year was $568,000. 103Annual Report 2025
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Notes to the consolidated financial statements continued Note 38. Parent entity information The parent entity financial information is shown below. Financial performance Parent 2025 $’000 2024 $’000 Profit after income tax 3,895 463 Total comprehensive income 3,895 463 Financial position Parent 2025 $’000 2024 $’000 Total current assets 93,344 141,736 Total non‑current assets 498,032 213,537 Total assets 591,376 355,273 Total current liabilities 37,764 30,528 Total non‑current liabilities 322,631 310,569 Total liabilities 360,395 341,097 Net assets 230,981 14,176 Equity Issued capital 273,057 500 Share‑based payments reserve 568 – (Accumulated losses)/retained earnings (42,644) 13,676 Total equity 230,981 14,176 Material accounting policy information The accounting policies of the parent entity are consistent with those of the Consolidated Group, as disclosed in note 2, except for the following: • Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. • Dividends received from subsidiaries are recognised as other income by the parent entity. • The Company and its wholly ‑owned Australian resident entities are members of a tax ‑consolidated group under Australian tax law. The Company is the head entity within the tax ‑consolidated group. Amounts payable or receivable under the tax ‑funding arrangement between the Company and the entities in the tax consolidated group are determined using a “stand ‑alone taxpayer” approach to determine the tax contribution amounts payable or receivable by each member of the tax‑consolidated group. Transactions within the Consolidated Group are notionally considered a transaction with an external party in each entity and the tax is accounted in the same manner as if the transaction were with a party external to the Consolidated Group. The same basis is used for tax allocation within the tax‑consolidated group. 104 GemLife Group Ltd
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Notes to the consolidated financial statements continued Note 39. Deed of cross guarantee On 16 December 2025, GemLife Group Ltd (holding entity) and some of its wholly owned Australian subsidiaries entered into a deed of cross guarantee. The deed was executed in accordance with ASIC Corporations (Wholly‑owned Companies) Instrument 2016/785 (the “Instrument”). Under the terms of the deed, each entity within the Closed Group guarantees the payment in full of the debts of the other entities in the Closed Group in the event of their winding up. Pursuant to the Instrument, the wholly owned subsidiaries that are party to the deed are relieved from the requirement to prepare, audit and lodge separate financial reports. The parties to the deed as at 31 December 2025 were: GemLife Group Ltd (Holding entity) GemLife Finance Pty Ltd GTH Project No 1 Pty Ltd GTH Project No 2 Pty Ltd GTH Project No 6 Pty Ltd GTH Resorts No 1 Pty Ltd GTH Resorts No 2 Pty Ltd GTH Resorts No 3 Pty Ltd GTH Resorts No 4 Pty Ltd GTH Resorts No 5 Pty Ltd GTH Resorts No 6 Pty Ltd GTH Resorts No 7 Pty Ltd GTH Resorts No 8 Pty Ltd GTH Resorts No 9 Pty Ltd GTH Resorts No 10 Pty Ltd GTH Resorts No 11 Pty Ltd GTH Resorts No 12 Pty Ltd GTH Resorts No 14 Pty Ltd GTH Resorts No 15 Pty Ltd GTH Resorts No 16 Pty Ltd GTH Resorts No 17 Pty Ltd GTH Resorts No 18 Pty Ltd GTH Resorts No 19 Pty Ltd GTH Resorts No 20 Pty Ltd GTH Resorts No 21 Pty Ltd GTH Resorts No 22 Pty Ltd GTH Resorts No 23 Pty Ltd GTH Resorts No 24 Pty Ltd GemLife Resorts No 25 Pty Ltd GemLife Resorts No 26 Pty Ltd GemLife Resorts No 27 Pty Ltd GemLife Communities (QLD) Operations Pty Ltd (formerly known as GTH Resorts No 25 Pty Ltd) GemLife Communities (NSW) Operations Pty Ltd (formerly known as GTH Resorts No 26 Pty Ltd) GemLife Communities (VIC) Operations Pty Ltd (formerly known as GTH Resorts No 27 Pty Ltd) GemLife Communities Pty Ltd GemLife Administration Pty Ltd GemLife Assets Pty Ltd Gemstone Joinery Pty Ltd Prospecta Utilities Pty Ltd Prospecta Telco Retail Pty Ltd Prospecta Utilities APAC Pty Ltd 105Annual Report 2025
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Notes to the consolidated financial statements continued Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of financial position of the ‘Closed Group’. Statement of Profit or Loss and Other Comprehensive Income 2025 $’000 Revenue 276,548 Cost of sales (228,999) Other income 1,808 Finance income 387 Employee expenses (17,454) Administration expenses (24,514) Depreciation and amortisation (4,905) Finance costs (2,667) Loss on change in fair value of derivative financial instruments (161) Profit before income tax 43 Income tax expense (1,789) Loss after income tax (1,746) Other comprehensive income for the year, net of tax – Total comprehensive loss for the year (1,746) Equity – accumulated losses 2025 $’000 Accumulated losses at the beginning of the financial year (39,317) Loss after income tax (1,746) Accumulated losses at the end of the financial year (41,063) Note 39. Deed of cross guarantee continued 106 GemLife Group Ltd
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Notes to the consolidated financial statements continued Statement of Financial Position 2025 $’000 Current assets Cash and cash equivalents 9,132 Trade and other receivables 250,331 Current income tax asset 121 Inventories 533,516 Other current assets 4,623 Derivative financial assets 635 798,358 Non-current assets Property, plant and equipment 35,680 Intangible assets 1,721 Other non‑current assets 1,161 Derivative financial assets 1,572 Right‑of‑use assets 3,121 43,255 Total assets 841,613 Current liabilities Trade and other payables 27,369 Contract liabilities 34,502 Employee benefits 2,802 Borrowings 10,046 Lease liabilities 955 75,674 Non-current liabilities Employee benefits 839 Borrowings 531,548 Deferred tax liabilities 8,423 Lease liabilities 2,899 543,709 Total liabilities 619,383 Net assets 222,230 Equity Issued capital 262,725 Reserves 568 Accumulated losses (41,063) Total equity 222,230 Note 39. Deed of cross guarantee continued 107Annual Report 2025
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Notes to the consolidated financial statements continued Note 40. Commitments The Consolidated Group entered into an unconditional contract to acquire a 32.5 hectare greenfield development site in Townsville, Queensland for $21 million. The acquisition comprises two parcels of land that are expected to settle in March 2026 and February 2027. Note 41. Reconciliation of profit after income tax to net cash generated from operating activities 2025 $’000 2024 $’000 Profit after income tax for the year 48,161 55,613 Adjustments for: Depreciation and amortisation 5,156 5,317 Finance income (414) (181) Net gain on disposal of property, plant and equipment (520) (37) Net fair value loss on investment property 16,304 10,199 Share‑based payments 568 – Finance expenses 24,452 34,965 Income tax 1,608 420 Interest received 414 181 Interest paid (36,353) (42,504) Income tax refund/(paid) 604 (1,162) Change in operating assets and liabilities: (Increase)/decrease in trade and other receivables (10,729) 2,040 Increase in other assets (11,619) (68) Increase in inventories (39,177) (9,326) Decrease in derivative assets 161 886 Increase/(decrease) in payables and provisions* 17,120 (11,280) Net cash generated from operating activities 15,736 45,063 * Payables and provisions include $10.5 million of non‑cash movements arising from the capitalised expenditures to investment properties during the year. 108 GemLife Group Ltd
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Notes to the consolidated financial statements continued Note 42. Non‑cash investing and financing activities 2025 $’000 2024 $’000 Non-cash transactions included in the investing activities: Additions to property, plant and equipment using assets financing loans 17,413 – Borrowings costs capitalised to investment properties 20,484 20,112 Accrued capitalised expenditures to investment properties 10,540 – 48,437 20,112 Non-cash transactions included in the financing activities: The movement in borrowings includes the following non‑cash transactions: Finance expenses accrued to the borrowings (7,513) ‑ Additions to property, plant and equipment using assets financing loans (17,413) – Borrowing costs amortised (1,071) (1,385) (25,997) (1,385) Note 43. Events after the reporting year On 3 February 2026, the Consolidated Group successfully sold and settled an undeveloped piece of land, Eden Court, Nerang, Queensland, for an amount of $7.9 million, which was classified as an asset held for sale in the consolidated statement of financial position as at 31 December 2025. On 20 February 2026, the Consolidated Group successfully refinanced its debt facility, splitting its $700 million facility into three tranches of $300 million, $250 million and $150 million, maturing on 31 August 2029, 28 February 2030, 28 February 2031, respectively. No other matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Consolidated Group’s operations, the results of those operations, or the Consolidated Group’s state of affairs in future financial years. 109Annual Report 2025
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Consolidated entity disclosure statement As at 31 December 2025 Set out below is a list of entities that are consolidated in this set of consolidated financial statements as at 31 December 2025. Entity Name Entity Type Place formed/ Country of incorporation Ownership Interest % Tax Residency GemLife Group Ltd Body corporate Australia – Australian GemLife Communities Pty Ltd Body corporate Australia 100.00% Australian GemLife Administration Pty Ltd Body corporate Australia 100.00% Australian GemLife Assets Pty Ltd Body corporate Australia 100.00% Australian Gemstone Joinery Pty Ltd Body corporate Australia 100.00% Australian GemLife Finance Pty Ltd Body corporate Australia 100.00% Australian GemLife Funds Pty Ltd Body corporate Australia 100.00% Australian Prospecta Utilities Pty Ltd Body corporate Australia 100.00% Australian Prospecta Utilities APAC Pty Ltd Body corporate Australia 100.00% Australian Prospecta Telco Retail Pty Ltd Body corporate Australia 100.00% Australian GTH Project No 1 Pty Ltd Body corporate Australia 100.00% Australian GTH Project No 2 Pty Ltd Body corporate Australia 100.00% Australian GTH Project No 6 Pty Ltd Body corporate Australia 100.00% Australian Gemlife Communities (QLD) Operations Pty Ltd Body corporate Australia 100.00% Australian Gemlife Communities (NSW) Operations Pty Ltd Body corporate Australia 100.00% Australian Gemlife Communities (VIC) Operations Pty Ltd Body corporate Australia 100.00% Australian GemLife Trust Trust* N/A – Australian GTH Resorts No 1 Pty Ltd as trustee for the GTH Resorts No 1 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 2 Pty Ltd Body corporate Australia 100.00% Australian GTH Resorts No 2 Trust Trust* N/A – Australian GTH Resorts No 3 Pty Ltd Body corporate Australia 100.00% Australian GTH Resorts No 3 Trust Trust* N/A – Australian GTH Resorts No 4 Pty Ltd Body corporate Australia 100.00% Australian GTH Resorts No 4 Trust Trust* N/A – Australian GTH Resorts No 5 Pty Ltd as trustee for the GTH Resorts No 5 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 6 Pty Ltd Body corporate Australia 100.00% Australian GTH Resorts No 6 Trust Trust* N/A – Australian GTH Resorts No 7 Pty Ltd as trustee for the GTH Resorts No 7 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 8 Pty Ltd Body corporate Australia 100.00% Australian GTH Resorts No 8 Trust Trust* N/A – Australian GTH Resorts No 9 Pty Ltd as trustee for the GTH Resorts No 9 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 10 Pty Ltd as trustee for the GTH Resorts No 10 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 11 Pty Ltd Body corporate Australia 100.00% Australian GTH Resorts No 11 Trust Trust* N/A – Australian GTH Resorts No 12 Pty Ltd Body corporate Australia 100.00% Australian GTH Resorts No 12 Trust Trust* N/A – Australian GTH Resorts No 14 Pty Ltd as trustee for the GTH Resorts No 14 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 15 Pty Ltd Body corporate Australia 100.00% Australian GTH Resorts No 15 Trust Trust* N/A – Australian 110 GemLife Group Ltd
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Consolidated entity disclosure statement continued Entity Name Entity Type Place formed/ Country of incorporation Ownership Interest % Tax Residency GTH Resorts No 16 Pty Ltd as trustee for the GTH Resorts No 16 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 17 Pty Ltd as trustee for the GTH Resorts No 17 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 18 Pty Ltd as trustee for the GTH Resorts No 18 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 19 Pty Ltd Body corporate Australia 100.00% Australian GTH Resorts No 19 Trust Trust* N/A – Australian GTH Resorts No 20 Pty Ltd as trustee for the GTH Resorts No 20 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 21 Pty Ltd as trustee for the GTH Resorts No 21 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 22 Pty Ltd as trustee for the GTH Resorts No 22 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 23 Pty Ltd as trustee for the GTH Resorts No 23 Unit Trust Body corporate Australia 100.00% Australian GTH Resorts No 24 Pty Ltd as trustee for the GTH Resorts No 24 Unit Trust Body corporate Australia 100.00% Australian GemLife Resorts No 25 Pty Ltd as trustee for the GTH Resorts No 25 Unit Trust Body corporate Australia 100.00% Australian GemLife Resorts No 26 Pty Ltd as trustee for the GTH Resorts No 26 Unit Trust Body corporate Australia 100.00% Australian GemLife Resorts No 27 Pty Ltd as trustee for the GTH Resorts No 27 Unit Trust Body corporate Australia 100.00% Australian GemAliria Pty Ltd Body corporate Australia 100.00% Australian Gemstone Lifestyle No 2 Pty Ltd Body corporate Australia 100.00% Australian Gemstone Lifestyle No 3 Pty Ltd Body corporate Australia 100.00% Australian Gemstone Lifestyle No 4 Pty Ltd Body corporate Australia 100.00% Australian Gemstone Lifestyle No 5 Pty Ltd Body corporate Australia 100.00% Australian Gemstone Lifestyle No 6 Pty Ltd Body corporate Australia 100.00% Australian Gemstone Lifestyle No 7 Pty Ltd Body corporate Australia 100.00% Australian Gemstone Lifestyle No 8 Pty Ltd Body corporate Australia 100.00% Australian Gemstone Lifestyle No 9 Pty Ltd Body corporate Australia 100.00% Australian * Trust was stapled with the Consolidated Group and is not classified as a trading trust under Australian tax law. Basis of preparation The consolidated entity disclosure statement has been prepared in accordance with subsection 295(3A)(a) of the Corporations Act 2001 . The entities listed in the statement are GemLife Group Ltd and all the entities it consolidates in accordance with AASB 10 Consolidated Financial Statements . Determination of tax residency Section 295 (3A) (vi) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted, and which could give rise to a different conclusion on residency. 111Annual Report 2025
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The directors declare that, in the directors’ opinion: • the attached consolidated financial statements and notes are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2025 and its performance for the year ended on that date; and (ii) complying Australian Accounting Standard and the Corporations Regulations 2001 ; • there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; • the attached consolidated financial statements comply with Accounting Standards as described in note 1 to the consolidated financial statements; • the attached consolidated entity disclosure statement is true and correct; and • at the date of this declaration, the company is within the class of companies affected by ASIC Corporations (Wholly‑owned Companies) Instrument 2016/785 . The nature of the deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee. In the directors’ opinion, there are reasonable grounds to believe that the company and the companies to which ASIC Corporations (Wholly‑owned Companies) Instrument 2016/785 applies, as detailed in note 39 to the consolidated financial statements will, as a group, be able to meet any liabilities to which they are, or may become, subject because of the deed of cross guarantee. Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the directors Ms Kristie Brown Mr Mark Fitzgibbon Non‑Executive Director and Chair Non‑Executive Director 25 February 2026 Directors’ declaration 31 December 2025 112 GemLife Group Ltd
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Independent Auditor’s Report to the members of GemLife Group Ltd 113Annual Report 2025
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Independent Auditor’s Report continued 114 GemLife Group Ltd
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Independent Auditor’s Report continued 115Annual Report 2025
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Independent Auditor’s Report continued 116 GemLife Group Ltd
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Independent Auditor’s Report continued 117Annual Report 2025
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Securityholder information 31 December 2025 The securityholder information set out below was applicable as at 16 March 2026. The information set out below applies equally to units in the trusts and shares in the company under the terms of the joint quotation on the Australian Securities Exchange. Distribution of equitable securities Analysis of number of equitable security holders by size of holding: Number of holders Number of securities % of securities issued 1 to 1,000 615 242,477 0.06% 1,001 to 5,000 1,015 3,040,058 0.80% 5,001 to 10,000 395 2,996,689 0.79% 10,001 to 100,000 294 6,991,415 1.84% 100,001 and over 46 367,017,823 96.51% 2,365 380,288,462 100.00% Equity security holders Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: Rank Name of holder Number of securities held % of securities issued 1 PVAP PTY LTD 100,200,000 26.35% 2 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 65,789,288 17.30% 3 TCAP PARTNERS PTY LTD 63,400,000 16.67% 4 CITICORP NOMINEES PTY LIMITED 42,695,389 11.23% 5 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 25,027,976 6.58% 6 BNP PARIBAS NOMS PTY LTD 14,734,683 3.87% 7 BHTC PTY LTD <BARRY HOLDING UNIT A/C> 10,307,474 2.71% 8 GMC GEM PTY LTD <GMC GEM A/C> 9,122,436 2.40% 9 ALJEBRI PTY LTD <ALJEBRI UNIT A/C> 8,588,682 2.26% 10 UBS NOMINEES PTY LTD 5,232,566 1.38% 11 JSP GROUP HOLDINGS PTY LTD <JSP INVESTMENT A/C> 4,300,000 1.13% 12 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED – A/C 2 1,871,385 0.49% 13 BNP PARIBAS NOMINEES PTY LTD <AGENCY LENDING A/C> 1,551,547 0.41% 14 BNP PARIBAS NOMINEES PTY LTD <HUB24 CUSTODIAL SERV LTD> 1,252,137 0.33% 15 MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED 1,107,820 0.29% 16 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED <NT‑COMNWLTH SUPER CORP A/C> 1,054,066 0.28% 17 MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED <NO 1 ACCOUNT> 824,125 0.22% 18 ONE MANAGED INVESTMENT FUNDS LTD <CHARTER HALL MAXIM PROPERTY SEC> 800,000 0.21% 19 NETWEALTH INVESTMENTS LIMITED <WRAP SERVICES A/C> 778,434 0.20% 20 CITICORP NOMINEES PTY LIMITED <COLONIAL FIRST STATE INV A/C> 777,267 0.20% Total 359,415,275 94.51% Total Quoted Equity Securities 380,288,462 100.00% 118 GemLife Group Ltd
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Securityholder information continued Less than marketable parcels of ordinary securities There are 45 security holders with unmarketable parcels totalling 3,333 securities. Unquoted equity securities The Group had the following unquoted securities on issue as at 16 March 2026: Long Term Performance Rights held by Executive KMP and Management 756,659 Substantial securityholders The names of the Substantial securityholders pursuant to the latest notices released to the ASX as at 16 March 2026 are: Number of securities held % of securities issued Adrian Puljich 100,680,769 26.47% Peter Puljich 100,680,770 26.47% Thakral Family 64,325,482 16.91% Firetrail Investments Pty Ltd 25,807,061 6.79% Voting rights The voting rights attached to ordinary shares are set out below: Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. There are no other classes of equity securities on issue. 119Annual Report 2025
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Securityholder information continued Securities subject to Escrow Securityholder Class Type of Restriction Number of Securities End of Escrow Period PVAP Pty Ltd Ordinary Fully Paid Stapled Security Escrowed 100,200,000 • 50% ending on the day on which results for the half financial year ended 30 June 2026 (H1 FY26F Results) are released to the ASX; and • 50% ending on the day on which results for the financial year ended 31 December 2026 (FY26F Results) are released to the ASX. TCAP Partners Pty Ltd Ordinary Fully Paid Stapled Security Escrowed 63,400,000 • 50% ending on the day on which results for the half financial year ended 30 June 2026 (H1 FY26F Results) are released to the ASX; and • 50% ending on the day on which results for the financial year ended 31 December 2026 (FY26F Results) are released to the ASX. Other Securityholder Information Corporate Governance Statement The Corporate Governance Statement for GemLife Group was approved by the Board on 25 March 2026 and is available on the GemLife Investor Centre website: www.gemlife.com.au/governance/ 120 GemLife Group Ltd
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colliercreative.com.au #GML0002 Corporate directory GemLife Communities Group (ASX: GLF) (Stapled Group) GemLife Group Limited, its subsidiaries, GemLife Trust and its stapled trusts, GTH Resorts No 2 Trust, GTH Resorts No 3 Trust, GTH Resorts No 4 Trust, GTH Resorts No 6 Trust, GTH Resorts No 8 Trust, GTH Resorts No 11 Trust, GTH Resorts No 12 Trust, GTH Resorts No 15 Trust and GTH Resorts No 19 Trust ( Stapled Trusts) Responsible Entity of GemLife Trust and its Stapled Trusts Equity Trustees Limited (ACN 004 031 298; AFSL 240975) Directors (GemLife Group Ltd) Kristie Brown (Chair) Alison Quinn Mark Fitzgibbon Inderbethal Thakral Adrian Puljich Directors – Responsible Entity of GemLife Trust and its Stapled Trusts Michael O’Brien Russell Beasley Andrew Godfrey David Warren Johanna Platt Joint Company Secretaries (GemLife Group Limited) Ashmit Thakral Fiona van Wyk Head of Investor Relations and Strategy Adam Fairfax Registered Office Level 2 Siganto Drive Helensvale QLD 4212 Website www.gemlife.com.au Share Registry Automic Pty Ltd Level 5 126 Phillip Street Sydney NSW 2000 Australia Auditor Deloitte Touche Tohmatsu Riverside Centre Level 23, 123 Eagle Street Brisbane QLD 4000 Australia Securities Exchange Quotation GemLife Communities Group is listed on the Australian Securities Exchange ( ASX code: GLF). 121Annual Report 2025Annual Report 2025
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gemlife.com.au
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GemLife Trust ARSN 687 162 198 Consolidated Financial Statements For the period from 16 May 2025 to 31 December 2025
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GemLife Trust Contents 31 December 2025 1 Directors' report 2 Auditor's independence declaration 5 Consolidated statement of profit or loss and other comprehensive income 6 Consolidated statement of financial position 7 Consolidated statement of changes in equity 8 Consolidated statement of cash flows 9 Notes to the consolidated financial statements 10 Directors' declaration 31 Independent auditor's report to the unitholders of GemLife Trust 32
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GemLife Trust Directors' report 31 December 2025 2 The directors of Equity Trustees Limited, the Responsible Entity for GemLife Trust (the 'Trust') present their report together with the consolidated financial statements of the Trust and its subsidiaries (the "GemLife Trust Group") for the period from 16 M ay 2025 to 31 December 2025. The Trust was established on 16 May 2025. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission ("ASIC") on 28 May 2025. As at 31 December 2025 (and since establishment of the trust), the units of the Trust were stapled to the shares of a company and the units of a number of other trusts to form a single stapled group. The stapling effectively requires that all of the stapl ed companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proport ion at all times. On 3 July 2025, GemLife Group Ltd, an entity stapled to the Trust, listed on the Australian Securities Exchange ("ASX") under the ASX code: GLF (referred to as GemLife Communities Group on the ASX). On 7 July 2025, the stapled group was restructured, implementing a stapling arrangement that attached the units of the Trust to the units of nine other trusts and to the shares of GemLife Group Ltd. As part of the restructure the Trust became the parent entity to 17 trusts in a transaction that involved the issue of units by the Trust as consideration for the trusts acquired. The Trust and the entities it holds are together referred t o as the GemLife Trust Group. On 15 July 2025 the Trust acquired 100% of the issued share capital GemAliria Pty Ltd from a group ultimately controlled by a director of GemLife Group Ltd. GemAliria Pty Ltd is a real estate company that owns eight parcels of land. The GemLife Trust Group did not have any employees during the period. The various service providers for the Trust are detailed below: Service Provider Responsible Entity: Equity Trustees Limited Investment Manager: GemLife Funds Limited Custodian: EQT Australia Limited Statutory Auditor: Deloitte Touche Tohmatsu Directors On 16 May 2025, Equity Trustees Limited was appointed as the Responsible Entity of the Trust. The following persons held offi ce as directors of the Trust from 16 May 2025 to the end of the period and up to the date of this report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Mary A O’Connor (resigned 1 July 2025) Principal activities The principal activity of the GemLife Trust Group during the period was the ownership and lease of land and operation of land lease community assets. During the period, the GemLife Trust Group entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd and with GemLife Communities (NSW) Pty Ltd to manage the operations of the GemLife Trust Group property. There were no other significant changes in the nature of the GemLife Trust Group's activities during the period.
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GemLife Trust Directors' report 31 December 2025 3 Review of operations The Trust is part of a stapled group of which Gemlife Group Ltd is the parent. A review of the consolidated group’s operation s is included in the GemLife Group Ltd directors’ report. The statutory profit for the GemLife Trust Group for the period amounted to $12,815,000. The statutory profit comprises an operating loss after tax (net profit/loss before fair valuation gains or losses on investme nt property) of $21,458,000 and net valuation gains of $34,273,000 on investment property. Distributions There were no distributions paid, recommended or declared during the current financial period. Significant changes in the state of affairs On 7 July 2025, the stapled group to which the Trust belongs undertook a restructure and implemented a cross-staple resulting in the units of the Trust being stapled to the shares of GemLife Group Ltd and nine other trusts. As part of the restructure the Trust became the parent entity to 17 trusts in a transaction that involved the issue of units by the Trust as consideration for the trusts acquired. On 8 July 2025, the GemLife Trust Group entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd and GemLife Communities (NSW) Pty Ltd to manage the operations of the GemLife Trust Group property. On 15 July 2025 the GemLife Trust Group acquired 100% of the issued share capital GemAliria Pty Ltd from a group ultimately controlled by a director of GemLife Group Ltd. GemAliria Pty Ltd is a real estate company that owns eight parcels of land. There were no other significant changes in the state of affairs of the GemLife Trust Group during the period from 16 May 2025 to 31 December 2025. Environmental issues The GemLife Trust Group's operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia. Proceedings on behalf of Trust No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Trust, or to intervene in any proceedings to which the Trust is a party for the purpose of taking responsibility on behalf of the Trust for all or part of those proceedings. The Trust is not a party to any such proceedings during the year. Further developments and results The GemLife Trust Group will continue to deliver on its strategy to own master -planned land lease communities retaining ownership of the land and receiving rental income for leasing the land. Investment property valuation changes may have a material impact on the results of the GemLife Trust Group in future years. Future investment property valuation changes cannot be reliably measured at the date of this report. Indemnification and insurance of officers and auditors No insurance premiums are paid for out of the assets of the Trust in regard to insurance cover provided to the officers of Eq uity Trustees Limited. So long as the officers of Equity Trustees Limited act in accordance with the Trust’s Constitution and the law, the officers remain indemnified out of the assets of the Trust against losses incurred while acting on behalf of the Trust. The Trust has not otherwise, during or since the end of the financial period, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Trust or of any related body corporate against a liability incurred as an of ficer or auditor. Matters subsequent to the end of the financial period On 3 February 2026, the GemLife Trust Group successfully sold and settled an undeveloped piece of land in Eden Court, Nerang, Queensland, for an amount of $7.5 million.
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GemLife Trust Directors' report 31 December 2025 4 Matters subsequent to the end of the financial period (continued) No other matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the GemLife Trust Group's operations, the results of those operations, or the GemLife Trust Group's state of affairs in future fi nancial years. Rounding of amounts The Trust is of a kind referred to in Corporations Instrument 2016/191 , issued by the Australian Securities and Investments Commission, relating to 'rounding -off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars ($'000), unless otherwise indicated. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on pa ge 5. Fees paid to and interests held in the Fund by the Responsible Entity and its associates Fees paid to the Responsible Entity and its associates out of Fund property during the period are disclosed in note 27 to the consolidated financial statements. No fees were paid out of Fund property to the directors of the Responsible Entity during the period. The number of interests in the Fund held by the Responsible Entity or its associates as at the end of the financial year are disclosed in Note 27 to the financial statements. This report is made in accordance with a resolution of the directors of Equity Trustees Limited. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au 25 February 2026 The Directors Equity Trustees Limited in its capacity as Responsible Entity for GemLife Trust Level 1, 575 Bourke Street Melbourne, VIC, 3000 Dear Directors Auditor’s Independence Declaration to GemLife Trust In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Equity Trustees Limited in its capacity as Responsible Entity for GemLife Trust. As lead audit partner for the audit of the financial report of GemLife Trust for the period 16 May 2025 to 31 December 2025, I declare that to the best of my knowledge and belief, there have been no contraventions of: • The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • Any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. 5
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GemLife Trust Consolidated statement of profit or loss and other comprehensive income For the period from 16 May 2025 to 31 December 2025 31 December 2025 Note $'000 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 6 Revenue 5 711 Other income 6 143 Finance income 15 Administration expenses 7 (12,250) Depreciation 15 (8) Gain on change in fair value of investment property 14 34,273 Finance expenses 8 (4,005) Profit before income tax expense 18,879 Income tax expense 9 (6,064) Profit after income tax expense for the period attributable to the unitholders of GemLife Trust 12,815 Other comprehensive income for the period, net of tax - Total comprehensive income for the period attributable to the unitholders of GemLife Trust 12,815 Total comprehensive income for the period is attributable to: Unitholders of GemLife Trust 12,815 Note 31 December 2025 Attributable to the unitholders of GemLife Trust Basic earnings per unit (cents per unit) 10 3.79 Diluted earnings per unit (cents per unit) 10 3.79
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GemLife Trust Consolidated statement of financial position As at 31 December 2025 31 December 2025 Note $'000 The above consolidated statement of financial position should be read in conjunction with the accompanying notes 7 Assets Current assets Trade and other receivables 11 500 Other current assets 12 3,911 Assets classified as held for sale 13 17,250 Total current assets 21,661 Non-current assets Investment properties 14 521,100 Property, plant and equipment 15 13 Other non-current assets 16 5,762 Total non-current assets 526,875 Total assets 548,536 Liabilities Current liabilities Trade and other payables 17 11,128 Total current liabilities 11,128 Non-current liabilities Borrowings 18 329,354 Deferred tax liability 19 6,064 Total non-current liabilities 335,418 Total liabilities 346,546 Net assets 201,990 Equity Contributed equity 20 189,175 Retained earnings 12,815 Total equity 201,990
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GemLife Trust Consolidated statement of changes in equity For the period from 16 May 2025 to 31 December 2025 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 8 Contributed Retained Total equity equity earnings $'000 $'000 $'000 Balance at 16 May 2025 (date of formation)* - - - Profit after income tax expense for the period - 12,815 12,815 Other comprehensive income for the period, net of tax - - - Total comprehensive income for the period - 12,815 12,815 Transactions with unitholders in their capacity as unitholders: Issue of units upon IPO (note 20) 91,500 - 91,500 Issue of units on restructure (note 20) 101,387 - 101,387 Transaction costs incurred (note 20) (3,712) - (3,712) Balance at 31 December 2025 189,175 12,815 201,990 * The value of contributed equity issued on formation of the Trust was $200.
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GemLife Trust Consolidated statement of cash flows For the period from 16 May 2025 to 31 December 2025 Note 31 December 2025 $'000 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 9 Cash flows from operating activities Receipts from customers 2,262 Payments to suppliers (4,121) Interest received 15 Net cash used in operating activities 28 (1,844) Cash flows from investing activities Payments for investment properties (1,172) Payments for property, plant and equipment 15 (5) Proceeds from disposal of investment property 553 Net cash used in investing activities (624) Cash flows from financing activities Net proceeds in relation to related party borrowings 29 2,468 Net cash generated from financing activities 2,468 Net increase in cash and cash equivalents - Cash and cash equivalents at the beginning of the financial period - Cash and cash equivalents at the end of the financial period -
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 10 Note 1. General information The consolidated financial statements cover GemLife Trust (the "Trust") and entities it controls (together referred to as "Ge mLife Trust Group"). The Trust was established on 16 May 2025 and registered as a managed investment scheme on 28 May 2025. The Trust is a for profit entity for the purpose of preparing the consolidated financial statements. As at 31 December 2025, the units of the Trust were stapled to the shares of GemLife Group Ltd and the units of nine other trusts to form a single stapled group. The stapling effectively requires that the stapled company and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. On 3 July 2025, GemLife Group Ltd, an entity stapled to the Trust, listed on the Australian Securities Exchange ("ASX"). On 7 July 2025, the stapled group was restructured, implementing a stapling arrangement that attached the units of the Trust to the uni ts of nine other trusts and to the shares of GemLife Group Ltd. The entities within the stapled group at 31 December 2025 are disclosed in note 27. The registered office and principal place of business is: ● Level 1, 575 Bourke Street, Melbourne, VIC 3000 Australia A description of the nature of the GemLife Trust Group's operations and its principal activities are included in the directors' report. The financial statements were authorised for issue by the directors of the Responsible Entity on the date the Directors’ declaration was signed. The directors of the Responsible Entity have the power to amend and reissue the financial statements. Basis of preparation These financial statements represent the first general purpose financial statements prepared by the GemLife Trust Group in accordance with the Corporations Act 2001 , Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board (AASB). These financial statements represent the first general purpose annual financial statements prepared by the Trust in complianc e with Australian Accounting Standards, including AASB 1 First-time Adoption of Australian Accounting Standards. In preparing these financial statements, the GemLife Trust Group has applied all relevant standards and interpretations issue d by the Australian Accounting Standards Board (AASB) that are effective for financial reporting periods beginning on or after 1 January 2025. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the GemLife Trust Group comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Consequently, this financial report has been prepared in accordance with and complies with IFRS Accounting Standards as issued by the IASB. The financial statements comprise the consolidated financial statements of the GemLife Trust Group. Rounding off of amounts The Trust meets the criteria of ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and, accordingly amounts in the consolidated financial statements have been rounded to the nearest thousand dollars ($'000), unless otherwise stated. Amounts in these consolidated financial statements are stated in Australian dollars (which is the functional and presentation currency) unless otherwise noted.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 Note 1. General information (continued) 11 Basis of measurement The Trust was established on 16 May 2025 and consequently presents information only for the period from 16 May 2025 to 31 December 2025. This is the first set of financial statements prepared by the Trust and there is no comparative information disclosed as the Trust was established in the current period. The Trust's financial year ends on 31 December. The consolidated financial statements have been prepared on the historical cost basis except for investment properties that a re measured at fair value. Going concern The directors have, at the time of approving the financial statements, a reasonable expectation that the GemLife Trust Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the GemLife Trust Group has applied the going concern basis of accounting in preparing the consolidated financial statements Note 2. Material accounting policy information Material accounting policies adopted in the preparation of these consolidated financial statements are presented below. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of GemLife Trust as at 31 De cember 2025 and the results of all subsidiaries for the period from 16 May 2025 to 31 December 2025. GemLife Trust and its subsidia ries together are referred to in these financial statements as the 'GemLife Trust Group'. Subsidiaries are all those entities over which the Trust has control. The Trust controls an entity when the Trust 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 to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Trust. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the GemLife Trust Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Revenue recognition Revenue from contracts with customers Revenue from contracts with customers is recognised when performance obligations have been met and control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the GemLife Trust Group expect s to be entitled to exchange for those goods or services. Operating lease income Operating lease income is recognised on a straight -line basis over the lease term. Lease incentives granted are recognised as part of the operating lease income. Contingent lease income is recognised as income in the period when earned. Other income Other income comprises recharges to external parties. Other income is recognised on an accruals basis when the Trust is entit led to it. Trade and other receivables Trade and other receivables are recognised at amortised cost, less any allowance for expected credit losses.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 12 Investment properties Investment properties comprise interests in land and buildings held for long -term rental yields and / or for capital appreciation. Investment properties includes land under development as well as fully developed land. Investment properties are measured initially at cost, including transaction costs and construction costs incurred to develop the investment property, such as costs in relation to civil works, community facilities and infrastructure charges. Subsequently, investment properties are stated at fair value, reflecting market conditions at reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the consolidated statement of profit or loss and other comprehen sive income in the period they arise. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction b etween market participants at measurement date, in the principal market for the asset or liability, or the most advantageous market in its absence. It is the policy of the GemLife Trust Group to review the fair value of each investment property at each reporting date and revalue investment properties to fair value, per an independent valuation, when their carrying value is deemed to be materially different to their fair value. In determining fair values, the GemLife Trust Group considers relevant information including the capitalisation of rental str eams using market assessed capitalisation rates, expected net cash flows discounted to their present value using market determined risk-adjusted discount rates, and other available market data such as recent comparable transactions. The assessment of fair value of investment properties does not take into account potential capital gains tax assessable. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the investment prope rty (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or lo ss in the period in which the investment property is derecognised Trade and other payables These amounts represent liabilities for goods and services provided to the GemLife Trust Group prior to the end of the financ ial period and which are unpaid. Due to their short -term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non -financial assets, the fair value measurement is based on its highest and best u se. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair va lue, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers bet ween levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 13 For recurring and non -recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applica ble, with external sources of data. Contributed equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Trust are recognised at the proceeds received, net of direct issue costs. Repurchase of the Trust’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Trust’s own equity instruments. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the e xpense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial posit ion. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities wh ich are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Income tax The GemLife Trust Group comprises of both companies and units trusts. Unit trusts are regarded as flow through for Australian income tax purposes. Under current income tax legislation the unit trusts are not liable for income tax provided that unithol ders are presently entitled to all the net income of the trusts each year. Trust income includes lease income and gains and losses on the revaluation of investment properties. Current and deferred taxation is only recognised in respect of taxable entities in the GemLife Trust Group. Current tax The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in pr ofit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The GemLife Trust Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that t here will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the GemLife Trust Group supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice. Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred ta x assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 14 Deferred tax is not provided for the following: ● The initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). ● Taxable temporary differences arising on the initial recognition of goodwill. ● Temporary differences related to investment in subsidiaries, associates and jointly controlled entities to the extent that th e GemLife Trust Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carr ying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that the re are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Current and deferred tax for the period Current and deferred tax is recognised as income or an expense and included in profit or loss for the period except where the tax arises from a transaction which is recognised in other comprehensive income or equity, in which case the tax is recognised in other comprehensive income or equity respectively. New or amended Accounting Standards and Interpretations adopted There are no new and revised Standards and amendments thereto and Interpretations effective for the current period that are relevant to the GemLife Trust Group. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Accounting Standards and Interpretations issued that are not yet mandatory but may be relevant to the GemLife Trust Group are summarised below: ● AASB 2024‑2: Amendments to AASB 7 & AASB 9 – Classification & Measurement of Financial Instruments (Effective date: 1 January 2026) ● AASB 18: Presentation & Disclosure in Financial Statements (Effective date: 1 January 2027) The GemLife Trust Group continues to assess the impact of the foregoing new and amended accounting standards and interpretations effective subsequent to 31 December 2025 on the GemLife Trust Group's financial statements in the period of initial application. Additional disclosures required by these amendments will be included in the GemLife Trust Group's financial statements when these new standards and amendments are adopted.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 15 Note 3. Critical accounting judgements, estimates and assumptions In applying the GemLife Trust Group's accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 in the period of the revision and future periods if the revision affects both current and future periods. The significant estimates and judgements made have been described below. Valuation of investment property The GemLife Trust Group's investment properties represent a significant balance in the statement of financial position. Investment properties are measured at fair value using valuation methods that utilise inputs based on estimates. The methodology applied is a combination of the valuations determined using the discounted cash flow (DCF) method, the income capitalisation method, the direct comparison method and transaction prices where relevant (refer to note 14 for a description of each methodology). Independent valuations are adopted for investment properties determined using property valuation models that rely on the use of inputs that are not based on readily observable market data. The significant valuation inputs are as follows: ● Annual net property income – represents the contracted amount for which the property is leased. ● Capitalisation rate – the rate at which the net market income is capitalised to determine the value of the property. The rate is determined with regard to market evidence. ● Discount rate – the rate of return used to convert the monetary sum, payable or receivable in the future, into present value. It reflects 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 regard to market evidence. ● Terminal yield – the capitalisation rate used to estimate the residual value of the cash flows associated with the investment property at the end of the expected holding period. Changes in these unobservable inputs will ultimately impact on the fair value of the investment properties recorded. Note 4. Segment information Management of GemLife Group Limited have determined that the GemLife Trust Group has one operating segment. The segment is Community Operations which involves the leasing and maintenance of investment properties. This is based on internal reporting assessed by the Chief Executive Officer of GemLife Group Limited (who is identified as the Chief Operating Decision Maker (“CODM”)). Note 5. Revenue Revenue from continuing operations 31 December 2025 Revenue from contracts with customers: $'000 Operating lease income* 711 * revenue is recognised over time
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 Note 5. Revenue (continued) 16 On 8 July 2025, the GemLife Group Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd and GemLife Communities (NSW) Pty Ltd (together "GemLife Operations") to manage the operations of the GemLife Group Trust property. Under this arrangement the GemLife Group Trust earns operating lease income from GemLife Operations and the site rental income that captured the fee payable by the homeowner for the lease of the land and services provided in relation to t he operation and management of the common community facilities became payable by the homeowners to GemLife Operations. Following this arrangement, more than 10% of revenue transactions are from a single customer group, GemLife Operations. Note 6. Other income 31 December 2025 $'000 Net gain on disposal of non-current assets 43 Sundry income 100 143 Note 7. Administrative expenses Administrative expenses include $9,621k of restructuring and Initial Public Offering (IPO) transaction costs. Note 8. Finance expenses 31 December 2025 $'000 Secured notes interest expense* 27 Interest expense - related party^ 3,978 4,005 * Interest on Secured Notes is fixed at a rate of 13.26% per annum. ^ Interest expense - related party relates to interest costs incurred on borrowings from GemLife Finance Pty Ltd, an entity that is part of the st apled group of entities that the GemLife Trust Group belongs to. Interest on the loan is variable and the average rate for the year was 5.60%. Note 9. Income tax expense The income tax benefit or expense represents the sum of the tax currently payable or receivable and deferred tax.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 Note 9. Income tax expense (continued) 17 31 December 2025 $'000 Current tax Current tax expense - Deferred tax - Origination and reversal of temporary differences 6,064 Total income tax expense 6,064 Deferred tax included in income tax expense comprises: Increase in deferred tax liabilities (note 19) 6,064 Numerical reconciliation of income tax expense and tax at the statutory rate Profit before income tax expense 18,879 Tax at the statutory tax rate of 30% 5,664 Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Trust* net gains/losses not subject to tax 400 Income tax expense 6,064 * The GemLife Trust Group comprises of both companies and unit trusts. Unit trusts are regarded as flow through for Australian income tax p urposes. Under current income tax legislation the unit trusts are not liable for income tax provided that unitholders are presently entitled to all the net income of the trusts each year. Note 10. Basic and diluted earnings per unit 31 December 2025 Profit after income tax expense for the period attributable to the unitholders of GemLife Trust ($'000) 12,815 Weighted average number of ordinary units of the Trust (number of units)* 337,959,867 Adjustments for calculation of diluted earnings per unit: Rights over ordinary units 384,092 Weighted average number of ordinary units used in calculating diluted earnings per unit 338,343,959 Basic earnings per unit (cents per unit) 3.79 Diluted earnings per unit (cents per unit) 3.79 * The stapled group that the Trust belongs to undertook a restructure during the year. As part of the restructure, the units of the Trust were subdivided (refer to note 17). The comparative weighted average number of units has accordingly been rebased.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 18 Note 11. Trade and other receivables 31 December 2025 $'000 Good and services tax receivable 49 Other receivables 451 500 The average credit period on trade receivables is 7 days. No interest is charged on outstanding trade receivables. Trade and other receivables are recognised initially at transaction price and subsequently adjusted for Expected Credit Losse s (ECL). An allowance is recognised by analysing the age of outstanding balances and applying historical default percentages. Historical loss rates are adjusted to reflect current and forward-looking observable data affecting the ability of customers to settle their debts. Settlement of homes does not proceed until customers have paid all amounts owing in full. As at 31 December 2025 , the provision for ECL was nil. Note 12. Other current assets 31 December 2025 $'000 Investment property deposits 2,999 Prepayments 737 Bonds paid 175 3,911 Note 13. Assets classified as held for sale 31 December 2025 $'000 Investment properties 17,250 The directors resolved to dispose of the below investment properties that comprise of undeveloped pieces of land which are being actively marketed for sale. These investment properties have been classified as held for sale and presented separately in the consolidated statement of financial position. 31 December 2025 $'000 Eden Court, Nerang, QLD* 7,585 Nerang St, Nerang, QLD^ 9,665 17,250 * Eden Court, Nerang, QLD was sold and settled on 3 February 2026 (refer to note 31). ^ Nerang St, Nerang, QLD is under contract and is expected to settle in July 2026.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 19 Note 14. Investment properties 31 December 2025 At fair value $'000 Investment property 521,100 Total investment properties 521,100 Movements in carrying amounts of investment properties Carrying value at the beginning of the period - Acquisitions of GemAliria Pty Ltd (note 26)* 230,787 Acquired on restructure (note 21) 256,550 Disposals (510) Gain on change in fair value 34,273 Carrying value at the end of the period 521,100 * Acquisitions include $11.7m transaction costs. Investment properties relate to land and facilities owned by the GemLife Trust Group currently classified as Sites Under Development and Balance Land. The main categories under which the investment properties are classified by the GemLife Trust Group are: ● Balance Land - Greenfield and DA Approved Pipeline - Greenfield Pipeline reflects projects which the GemLife Trust Group owns, or will own on completion, but for which DA approval has not been granted. DA Approved Pipeline reflects communities / sites where DA approval has been granted but development is yet to commence. ● Sites Under Development - reflects communities which are under development by the Trust, including sites which are partly occupied by homeowners (<95%). ● Completed Sites - communities substantially fully occupied by homeowners (≥95%). Valuations of investment properties are carried out at each reporting period and the following are the methodologies applied.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 Note 14. Investment properties (continued) 20 (i) Market Approach - direct comparison This method is utilised primarily to value land relating to greenfield and pipeline sites. The market approach provides an indication of the value by comparing the property with identical or comparable properties for which price information is available. (ii) Capitalisation of income method This method is utilised primarily to value active or operational communities. Under the capitalisation method, fair value is estimated using assumptions regarding the expectation of future benefits. This method involves estimating a sustainable net operating income profile of a property and applying a capitalisation rate into perpetuity. The capitalisation rate is based on current market evidence. The sustainable net operating income profile of a property takes into account occupancy, rental income and operating expenses. (iii) Discounted cash flow method The discounted cash flow method is primarily used to value balance land relating to under development sites. Under the discounted cash flow method ("DCF"), fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. The DCF utilises the forecasted cash flow of the property for a defined future period, discounted back to the valuation date, resulting in a present -day value estimate. The discount rate in the DCF model is typically a market driven rate and has regard to the time value of money, along with the risk profile of the cash flow. The key assumptions and unobservable inputs applied in the valuations is noted in the below table: Class of assets 31 December 2025 (Level 3) $'000 Fair value input Assumptions Valuation techniques Sites Under Development 350,250 Site rental per villa per week (inc. GST) Discount rate Terminal yield $215-$275 10.00%-20.00% 5.00%-5.25% Market approach – Direct comparison / Discounted cash flow Balance Land - Greenfield and DA Approved Pipeline 170,850 Site rental per villa per week (inc. GST) Discount rate Terminal yield $216-$270 17.50%-20.00% 5.15%-5.25% Market approach – Direct comparison / Discounted cash flow 521,100
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 Note 14. Investment properties (continued) 21 When investment property (undeveloped land) is acquired by the GemLife Trust Group, it is recognised at cost including acquisition costs (for example stamp duty). After Development Approval is obtained and development commences, the fair value of investment property typically increases to reflect land improvement costs incur red and the market value of the sites included in that investment property based on future cash flows from home development profits and long -term operating net cash from rental of the sites. As a result of the GemLife Trust Group's business model, when a home is sold this reduces the value attributed to that site included in the investment property valuation. This reduction in value is reflected in the value of the investment property a t the next reporting date. This reduction represents the realisation of the development value as properties are transferred from development to completed sites. The net change in value of investment property in each reporting period is influenced by many different other factors, in addition to the decrease in fair value of investment property due to home sales during the period: ● DA approval being received, or other changes to the scope of the project in the period, may result in an increase in value. ● Capital expenditure in the period, which is expected to increase the value of sites (i.e. beyond the value of the capital expenditure). ● Development milestones (i.e. certain milestones such as completion of the community clubhouse) which would drive up average price/margin for homes. ● Additions/disposal of adjacent land sites which would increase/decrease the fair value of investment property. ● Unwinding of net present value of cash flows from development sites not sold during the reporting period. ● Change in macroeconomic factors, which impact average sale price, construction costs, discount rates and cap rates. ● Changes in average sales prices due to changes in the mix of the number of units remaining to be settled and the valuation of the units (i.e. generally positive through the life of the development). The carrying value of investment properties at the reporting date have been pledged as security in relation to borrowings by GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the GemLife Trust Group belongs to. The gain on changes in fair value of investment properties of $34.3m comprises of: (a) Gains of $7.0m relating to Greenfield and DA approved pipeline sites as at reporting date. (b) Gains of $27.3m relating to sites under development as at reporting date. The valuation of the Burnett Heads and Glass House Mountains investment properties that were acquired on the acquisition of GemAliria Pty Ltd assumes that DA approval will be received over the entirety of both sites, noting that both sites already h ave partial DA approval. The share purchase agreement for the acquisition of GemAliria Pty Ltd includes a contractual “claw -back” provision that allows the GemLife Trust Group to claim financial amounts from the vendor in the unlikely event that DA approval is not received on the entirety of both sites. Note 15. Property, plant and equipment 31 December 2025 $'000 Plant and equipment 13
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 Note 15. Property, plant and equipment (continued) 22 Plant and equipment Motor vehicles Total $'000 $'000 $'000 Balance at 16 May 2025 - - - Acquired on restructure (note 21) 66 10 76 Additions 5 - 5 Transfers to a related party (note 27) (51) (9) (60) Depreciation expense (7) (1) (8) Balance at 31 December 2025 13 - 13 Note 16. Other non-current assets 31 December 2025 $'000 Bonds paid 5,762 Note 17. Trade and other payables 31 December 2025 $'000 Investment property acquisition costs payable 10,540 Other payables 588 11,128 Refer to note 22 for further information on financial instruments. Note 18. Borrowings 31 December 2025 Non-current liabilities $'000 Related party loan 329,354 The related party loan relates to a loan from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entitie s that the GemLife Trust Group belongs to. Interest on the loan is variable and the average rate for the period was 5.60%. The loan maturity date is 12 June 2029. Borrowings are classified as current liabilities unless the GemLife Trust Group has a right to defer settlement of the liabil ity for at least twelve months after the reporting date. Refer to note 27 for further information on related party transactions and balances.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 23 Note 19. Deferred tax liability 31 December 2025 $'000 Deferred tax liability 6,064 Deferred tax liabilities are attributable to the following: Temporary differences on investment properties 6,064 Note 20. Contributed equity 31 December 2025 Units $'000 Units - fully paid 380,288,462 192,887 Less: Units issue costs - (3,712) 380,288,462 189,175 Movements in units - fully paid Details Date Units $'000 Units issued 1 16 May 2025 2,000 - Securities conversion (subdivided into) 2 7 July 2025 199,998,000 - Issue of units on restructure (note 21)3 7 July 2025 13,662,066,893,200 101,387 Units consolidation 4 7 July 2025 (13,662,066,893,200) - Issue of units upon IPO 8 July 2025 180,288,462 91,500 Balance 31 December 2025 380,288,462 192,887 1 The value of the units issued was $200 2 On 7 July 2025, Trust undertook a security subdivision of 100,000 securities for every 1 security 3 On 7 July 2025, the Trust issued 13,662,066,893,200 units 4 On 7 July 2025, the Trust undertook a conversion of 13,662,066,893,200 units resulting in 200,000,000 units Note 21. Restructure acquisitions On 7 July 2025, the stapled group that the Trust belongs to (under which GemLife Group Ltd is the parent) undertook a restructure to simplify the corporate structure, align the governance arrangements, and consolidate all of the companies in the stapled group under a single holding company, and the majority of trusts under a single holding trust. As part of this restructure, the Trust became the parent entity of 17 trusts within the stapled group. The restructure was achieved through the issue of units by the Trust as consideration for the units of the acquired trusts. In accounting for the restructure transaction, the Trust measured the consideration paid (that is the units issued) at an amount equal to the estimated market value of the underlying trusts acquired . This resulted in an increase in the value of contributed equity in the Trust. The restructure transaction resulted in GemLife Trust recognising the assets and liabilities acquired at their carrying amoun ts in the underlying Trusts. Management assessed the transaction in accordance with AASB 3 Business Combinations and determined that the restructure and related acquisitions is not a business combination.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 24 Note 22. Financial instruments Financial risk management objectives At 31 December 2025, GemLife Trust Group's principal financial instruments comprise receivables, payables and related party loans. The main risks arising from the GemLife Trust Group's financial instruments are interest rate and liquidity risks. The GemLife Trust Group manages its exposure to these risks primarily through its borrowing policy. The GemLife Trust Group's management team regularly reviews those risks. Interest rate risk The GemLife Trust Group's exposure to the risk of changes in market interest rates arises primarily from related party loans from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the GemLife Trust Group belongs to. The main consequence of adverse changes in market interest rates is higher interest costs, reducing the GemLife Trust Group's profit. The impact of an increase or decrease in average interest rate of 1% (100bps) at reporting date, with all other variables hel d constant, is illustrated below. This analysis is based on interest rate risk exposures in existence as at 31 December 2025. 100 basis points increase 100 basis points decrease 31 December 2025 Effect on profit $'000 Effect on profit $'000 Variable interest rate instruments (3,294) 3,294 Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the GemLife Trust Group. The GemLife Trust Group has a strict code of credit, including obtaining agency credit information, receipt of advance payments, confirming references and setting appropriate credit limits. The GemLife Trust Group carries insignificant credit r isk given receivables are with related party entities. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the consolidated stateme nt of financial position and notes to the consolidated financial statements. Liquidity risk The main objective of liquidity risk management is to reduce the risk that the GemLife Trust Group does not have the resource s available to meet its financial obligations and working capital and committed capital expenditure requirements. The contractual maturities of the GemLife Trust Group's non -derivative financial liabilities at the reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities at market rates. 1 year or less Between 1 and 5 years Over 5 years Remaining contractual maturities 31 December 2025 $'000 $'000 $'000 $'000 Trade and payables 11,128 - - 11,128 Borrowings - 356,899 - 356,899 Total non-derivatives 11,128 356,899 - 368,027
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 25 Note 23. Fair value measurement Fair value hierarchy The following tables detail the GemLife Trust Group's assets and liabilities, measured or disclosed at fair value, using a th ree level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either direc tly or indirectly Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total 31 December 2025 $'000 $'000 $'000 $'000 Assets Investment properties - - 521,100 521,100 Total assets - - 521,100 521,100 There were no transfers between levels during the period. The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to their short- term nature. Valuation techniques for fair value measurements categorised within level 2 and level 3 Investment properties are measured at fair value. Refer to note 14 for further information on fair value measurement. Note 24. Commitments The GemLife Trust Group entered into an unconditional contract to acquire a 32.5 hectare greenfield development site in Townsville, Queensland for $21 million. The acquisition comprises two parcels of land that are expected to settle in March 2026 and February 2027. Note 25. Remuneration of auditors The auditor of the Trust is Deloitte Touche Tohmatsu and the fee for services provided by Deloitte Touche Tohmatsu for the audit of the financial statements were borne by GemLife Administration Pty Ltd (a related party) and relate to the audit of the sta pled group that the Trust belongs to. Note 26. Acquisition of GemAliria Pty Ltd On 15 July 2025, the GemLife Trust Group acquired 100% of the issued share capital GemAliria Pty Ltd from a group ultimately controlled by a director of GemLife Group Ltd for an amount of $220 million (excluding transaction costs). GemAliria Pty Ltd is a real estate company that owns 8 parcels of land: 2 of which are under development, 4 of which have Development Application approval but development is yet to commence and 2 parcels of land where development approval has not been granted but is expected to be granted. The consideration for the acquisition was determined with reference to an independent valuation of the parcels of land acquir ed. Management assessed the transaction in accordance with AASB 3 Business Combinations and determined that the acquired set of activities and assets does not constitute a business as defined in AASB 3. Accordingly, the transaction has been accounted fo r as an asset acquisition.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 26 Note 27. Related party transactions Stapled group and responsible entity As at 31 December 2025, the units of the Trust were stapled to the shares of GemLife Group Ltd and the units of nine other trusts to form a single stapled group. The stapling effectively requires that the stapled company and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. The entities within the stapled group at 31 December 2025 were: Stapled Group Stapled Group as at 31 December 2025 GemLife Communities Pty Ltd Yes GemLife Administration Pty Ltd Yes GemLife Assets Pty Ltd Yes Gemstone Joinery Pty Ltd Yes GemLife Finance Pty Ltd Yes GemLife Funds Pty Ltd Yes Prospecta Utilities Pty Ltd Yes Prospecta Utilities APAC Pty Ltd Yes Prospecta Telco Retail Pty Ltd Yes GTH Project No 1 Pty Ltd Yes GTH Project No 2 Pty Ltd Yes GemLife Group Ltd (formerly known as GTH Project No 4 Pty Ltd) Yes GTH Project No 6 Pty Ltd Yes GTH Resorts No 1 Unit Trust (i) Yes GTH Resorts No 1 Pty Ltd Yes GTH Resorts No 2 Trust Yes GTH Resorts No 2 Pty Ltd Yes GTH Resorts No 3 Trust Yes GTH Resorts No 3 Pty Ltd Yes GTH Resorts No 4 Trust Yes GTH Resorts No 4 Pty Ltd Yes GTH Resorts No 5 Unit Trust (i) Yes GTH Resorts No 5 Pty Ltd Yes GTH Resorts No 6 Trust Yes GTH Resorts No 6 Pty Ltd Yes GTH Resorts No 7 Unit Trust (i) Yes GTH Resorts No 7 Pty Ltd Yes GTH Resorts No 8 Trust Yes GTH Resorts No 8 Pty Ltd Yes GTH Resorts No 9 Unit Trust (i) Yes GTH Resorts No 9 Pty Ltd Yes GTH Resorts No 10 Unit Trust (i) Yes GTH Resorts No 10 Pty Ltd Yes GTH Resorts No 11 Trust Yes GTH Resorts No 11 Pty Ltd Yes GTH Resorts No 12 Trust Yes GTH Resorts No 12 Pty Ltd Yes GTH Resorts No 14 Unit Trust (i) Yes GTH Resorts No 14 Pty Ltd Yes GTH Resorts No 15 Trust Yes GTH Resorts No 15 Pty Ltd Yes GTH Resorts No 16 Unit Trust (i) Yes GTH Resorts No 16 Pty Ltd Yes
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 Note 27. Related party transactions (continued) 27 Stapled Group Stapled Group as at 31 December 2025 GTH Resorts No 17 Unit Trust (i) Yes GTH Resorts No 17 Pty Ltd Yes GTH Resorts No.18 Unit Trust (i) Yes GTH Resorts No 18 Pty Ltd Yes GTH Resorts No 19 Trust Yes GTH Resorts No 19 Pty Ltd Yes GTH Resorts No 20 Unit Trust (i) Yes GTH Resorts No 20 Pty Ltd Yes GTH Resorts No 21 Unit Trust (i) Yes GTH Resorts No 21 Pty Ltd Yes GTH Resorts No 22 Unit Trust (i) Yes GTH Resorts No 22 Pty Ltd Yes GTH Resorts No 23 Unit Trust (i) Yes GTH Resorts No 23 Pty Ltd Yes GTH Resorts No 24 Unit Trust (i) Yes GTH Resorts No 24 Pty Ltd Yes Gemlife Communities (QLD) Operations Pty Ltd (formerly GTH Resorts No 25 Pty Ltd) (i) Yes GemLife Resorts No 25 Pty Ltd Yes Gemlife Communities (NSW) Operations Pty Ltd (formerly GTH Resorts No 26 Pty Ltd) (i) Yes GemLife Resorts No 26 Pty Ltd Yes Gemlife Communities (VIC) Operations Pty Ltd (formerly GTH Resorts No 27 Pty Ltd) (i) Yes GemLife Resorts No 27 Pty Ltd Yes GemAliria Pty Ltd (iii) Yes Gemstone Lifestyle No 2 Pty Ltd (ii) Yes Gemstone Lifestyle No 3 Pty Ltd (ii) Yes Gemstone Lifestyle No 4 Pty Ltd (ii) Yes Gemstone Lifestyle No 5 Pty Ltd (ii) Yes Gemstone Lifestyle No 6 Pty Ltd (ii) Yes Gemstone Lifestyle No 7 Pty Ltd (ii) Yes Gemstone Lifestyle No 8 Pty Ltd (ii) Yes Gemstone Lifestyle No 9 Pty Ltd (ii) Yes (i) On 7 July 2025, the Trust became the holding entity for these trusts due to re -organisation (refer to note 21). (ii) On 15 July 2025, the Trust acquired 100% of the issued share capital of GemAliria Pty Ltd and its subsidiaries from a group ultimately controlled by a director of GemLife Group Ltd (refer to note 26). (iii) The consolidated financial statements incorporate the assets and liabilities of all controlled trusts and entities as describ ed in notes (i) and (ii) above as at 31 December 2025 and the results of these trusts and entities from the date on which contro l is transferred to the GemLife Trust Group. The Responsible Entity of the Trust is Equity Trustees Limited. The Responsible Entity, schemes managed by the Responsible Entity and key management personnel of the Responsible Entity are related parties to the Trust. Accordingly, transactions with the entities and parties noted above are related party transactions.
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 Note 27. Related party transactions (continued) 28 Key management personnel The persons who were directors of Equity Trustees Limited at any time since 16 May 2025 up to the date of this report are: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Other key management personnel: There were no other key management personnel with responsibility for planning, directing and controlling the activities of th e Trust, directly or indirectly during the period. Refer to note 26 for details relating to the acquisition of the entire issued share capital of GemAliria Pty Ltd from a direc tor of GemLife Group Ltd. Transactions with related parties The following transactions occurred with related parties: 31 December 2025 $ Operating lease income^ 710,743 Restructuring and IPO costs paid by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) on behalf of the Trust including costs recorded as a deduction from equity (13,332,685) Interest expense charges by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (3,977,883) Interest on secured notes (26,508) Custodian and Responsible Entity fees paid to EQT Australia Limited (104,627) Transfer of assets to GemLife Communities (QLD) Operations Pty Ltd, GemLife Communities (NSW) Pty Ltd and GemLife Assets Pty Ltd (entities that are part of the stapled group of entities that the Trust belongs to)* (60,000) ^ On 8 July 2025, the GemLife Group Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd and GemLife Communities (NSW) Pty Ltd, ("GemLife Operations"), related parties, to manage the operations of the GemLife Group Trust property. Under this arrang ement, the GemLife Group Trust earns operating lease income from GemLife Operations based on the rent calculation set out in the agreement. The agreement expires on 29 June 2045. * During the period, the GemLife Group Trust transferred all of its property, plant and equipment to GemLife Communities (QLD) Operations Pty Ltd, GemLife Communities (NSW) Pty Ltd and GemLife Assets Pty Ltd at carrying value on loan account. Loans with related parties The following balances are outstanding at the reporting date in relation to loans with related parties: 31 December 2025 $ Non-current borrowings: Loan from Gemlife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (329,354,049)
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 29 Note 28. Reconciliation of profit after income tax to net cash used in operating activities 31 December 2025 $'000 Profit after income tax expense for the period 12,815 Adjustments for: Depreciation and amortisation 8 Gain on change in fair value of investment property (34,273) Net gain on disposal of non-current assets (43) Restructuring and IPO costs paid by a related party 9,621 Interest income earned (15) Finance cost incurred 4,005 Income tax benefits 6,064 Interest income received 15 Interest paid - Change in operating assets and liabilities: Decrease in trade and other receivables 1,381 Increase in other assets^ (593) Increase in trade and other payables* (829) Net cash used in operating activities (1,844) ^ Movement in other assets includes $7.4m paid by a related party * Movement in trade and other payables includes $10.5m of non‑cash transactions during the period relating to the acquisition of an investment property. Note 29. Non-cash investing and financing activities 31 December 2025 $'000 Non-cash transactions included in the investing activities: Acquisition of investment properties unpaid amounts included in trade and other payables 10,540 Non-cash transactions included in the financing activities: The movement in related party borrowings includes the following non -cash transactions: Finance expenses accrued (4,004) Transfer of property, plant and equipment to a related party 60 Proceeds from units issued at IPO net of transaction costs 87,788 Investment property deposits paid by a related party (2,999) Bond paid by a related party (4,400) Restructuring and IPO costs paid by a related party (9,621) Acquisition of GemAliria Pty Ltd paid by a related party (220,191) Net assets acquired on restructure (173,519) Total non-cash transactions (326,886) Movement in related party borrowings 329,354 Net proceeds from related party borrowings included in the financing activities 2,468
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GemLife Trust Notes to the consolidated financial statements 31 December 2025 30 Note 30. Parent entity information Financial information of the parent entity, GemLife Trust, is shown below: Financial performance 31 December 2025 $'000 Loss for the period (9,763) Total comprehensive loss for the period (9,763) Financial position 31 December 2025 $'000 Total current assets 453 Total non-current assets 179,020 Total assets 179,473 Total current liabilities 60 Total non-current liabilities - Total liabilities 60 Net assets 179,412 Equity Contributed equity 189,175 Accumulated losses (9,763) Total equity 179,412 Material accounting policy information The accounting policies of the parent entity are consistent with those of the GemLife Trust Group, as disclosed in note 2, ex cept for the following: ● Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. ● Dividends or distributions received from subsidiaries are recognised as other income by the parent entity. Note 31. Events after the reporting period On 3 February 2026, the GemLife Trust Group successfully sold and settled an undeveloped piece of land in Eden Court, Nerang, Queensland, for an amount of $7.5 million. No other matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the GemLife Trust Group's operations, the results of those operations, or the GemLife Trust Group's state of affairs in future fi nancial years.
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GemLife Trust Directors' declaration 31 December 2025 31 In the opinion of the directors of the Responsible Entity: (a) The consolidated financial statements and notes set out on pages 6 to 30 are in accordance with the Corporations Act 2001, including: i. complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii. giving a true and fair view of the GemLife Trust Group's financial position as at 31 December 2025 and of its performance for the period from 16 May 2025 to 31 December 2025. (b) There are reasonable grounds to believe that the GemLife Trust Group will be able to pay its debts as and when they become due and payable; and (c) Note 1 confirms that the consolidated financial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the directors of Equity Trustees Limited through a delegated auth ority given by Equity Trustees Limited’s Board. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. 32 Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au Independent Auditor’s Report to the Unitholders of GemLife Trust Opinion We have audited the financial report of GemLife Trust (the “Trust”) and its subsidiaries (the “Group”) which comprises the consolidated statement of financial position as at 31 December 2025,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, and notes to the financial statements, including material accounting policy information and other explanatory information and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Group’s financial position as at 31 December 2025 and of its financial performance for the period then ended; and • Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. 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 Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors, would be in the same terms if given to the directors as at the time of this auditor’s report. 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 financial report for 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. Key Audit Matter How the scope of our audit responded to the Key Audit Matter Valuation of investment properties Refer to notes 2, 3 and 14 of the financial statements. Our audit procedures included but were not limited to: • Obtained an understanding of management’s process and policies in relation to the valuation of investment properties;
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33 At 31 December 2025 the Group’s consolidated statement of financial position included investment properties of $521 million (95% of the Group’s total assets). As disclosed in note 14, investment properties are carried at fair value. The valuation of investment properties involves judgement that includes selecting an appropriate valuation methodology and valuation assumptions that include: • Income capitalisation rates; • Discount rates; • Weekly site rentals per villa; and • Terminal yields. These apply to each of the investment property categories held by the Group, being Balance Land, Sites Under Development and Completed Sites, as applicable. The Group determined the value of investment properties with reference to independent external valuations. Given the financial significance of investment properties and the subjectivity and sensitivity of the valuation methodologies and assumptions, we consider the valuation of investment properties to be a key audit matter. • Evaluated the design and implementation of controls relevant to the valuation of investment properties; • Assessed the qualifications, competence and objectivity of the independent external valuer; • Together with Deloitte real estate valuation experts, assessed the valuation of the Balance Land, Sites Under Development and Completed Sites investment property categories by performing the following procedures as applicable: o Held discussions with and made enquiries of management and the external valuer in relation to the investment property valuation approach; o Assessed the appropriateness of the valuation methodologies applied; o Assessed the appropriateness of the key assumptions used in the valuation including the: ▪ Income capitalisation rates; ▪ Discount rates; ▪ Weekly site rentals per villa; and ▪ Terminal yields; by comparing the assumptions against market data and comparable transactions as appropriate. • On a sample basis, tested the appropriateness of capital expenditure to investment property as applicable; • Obtained the investment properties fair value reconciliation of opening to closing fair values and assessed the completeness of fair value movements during the year as applicable; and • Assessed the adequacy and appropriateness of the disclosures in the notes to the financial statements. Other Information The directors of Equity Trustees Limited, as Responsible Entity of the Trust (the “directors”), are responsible for the other information. The other information comprises the directors’ report on the Trust and the financial statements of GemLife Group Ltd, GTH Resorts No 2 Trust , GTH Resorts No 3 Trust, GTH Resorts No 4 Trust, GTH Resorts No 6 Trust, GTH Resorts No 8 Trust, GTH Resorts No 11 Trust, GTH Resorts No 12 Trust, GTH Resorts No 15 Trust and GTH Resorts No 19 Trust (but does not include the financial report of the Trust and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report, and also includes t he GemLife Group Ltd annual report for the year ended 31 December 2025, which is expected to be made available to us after the date of this audit report. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon.
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34 In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, 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. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the GemLife Group Ltd annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action. Responsibilities of the Directors for the Financial Report The directors are responsible: • For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Group in accordance with Australian Accounting Standards; and • For such internal control as the directors determine is necessary to enable the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Group, and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group 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 Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are 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 the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, ind ividually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, 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 Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
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35 • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s a bility 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 financial report 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 Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group as a basis for forming an opinion on the Group financial report. We are responsible for the direction, supervision and review of the audit work performed for the purposes 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 to 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 financial report 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. Re-issuance of Audit Report The audit report has been re-issued to correct a typographical error which dated the report 25 February 2025, rather than 2026. This audit report supersedes our previous audit report which included the incorrect date. DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Brisbane, 25 February 2026
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GTH Resorts No 2 Trust ARSN 687 162 394 Financial Statements For the year ended 31 December 2025
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GTH Resorts No 2 Trust Contents 31 December 2025 1 Directors' report 2 Auditor's independence declaration 5 Statement of profit or loss and other comprehensive income 6 Statement of financial position 7 Statement of changes in equity 8 Statement of cash flows 9 Notes to the financial statements 10 Directors' declaration 29 Independent auditor's report to the unitholders of GTH Resorts No 2 Trust 30
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GTH Resorts No 2 Trust Directors' report 31 December 2025 2 The directors of Equity Trustees Limited, the Responsible Entity for GTH Resorts No 2 Trust (the 'Trust') present their report together with the financial statements of the Trust for the year ended 31 December 2025. The Trust was established on 22 July 2015 and commenced operations on 1 January 2016. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission ("ASIC") on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single e conomic unit, and held by respective shareholders / unitholders in equal proportion at all times. On 3 July 2025, GemLife Group Ltd, an entity stapled to the Trust, listed on the Australian Securities Exchange ("ASX") under the ASX code: GLF (referred to as GemLife Communities Group on the ASX). On 7 July 2025, the stapled group was restructured, implementing a stapling arrangement that attached the units of the Trust to the units of nine other trusts and to the shares of GemLife Group Ltd. The Trust did not have any employees during the year. The various service providers for the Trust are detailed below: Service Provider Responsible Entity: Equity Trustees Limited * Investment Manager: GemLife Funds Limited Custodian: EQT Australia Limited Statutory Auditor: Deloitte Touche Tohmatsu * On 16 May 2025, GTH Resorts No 2 Pty Ltd retired as trustee of the Trust and Equity Trustees Limited w as appointed as the Responsible Entity on the same date. Directors The trustee of the Trust up to the date of appointment of the Responsible Entity was GTH Resorts No 2 Pty Ltd (the "Trustee") and the names of the directors for the Trustee throughout the period up to 16 May 2025 were: Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The following persons held office as directors of the Trust from 16 May 2025 to the end of the financial year and up to the date of this report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Principal activities The principal activity of the Trust during the year was the ownership and lease of land and operation of land lease community assets. During the year, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property. There were no other significant changes in the nature of the Trust’s activities during the year.
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GTH Resorts No 2 Trust Directors' report 31 December 2025 3 Review of operations The Trust is part of a stapled group of which Gemlife Group Ltd is the parent. A review of the consolidated group’s operation s is included in the GemLife Group Ltd directors’ report. The statutory profit for the Trust for the year amounted to $32,793,000 (2024: $27,889,000). The statutory profit comprises an operating loss (net profit/loss before fair valuation gains or losses on investment propert y) of $1,209,000 (2024: $1,897,000) and net valuation gains of $34,002,000 (2024: $29,786,000) on investment property. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Significant changes in the state of affairs On 16 May 2025, GTH Resorts No 2 Pty Ltd retired as trustee of the Trust and Equity Trustees Limited was appointed as the Responsible Entity on the same date. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission on 28 May 2025. On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property effective 30 June 2025. There were no other significant changes in the state of affairs of the Trust during the year ended 31 December 2025. Environmental issues The Trust’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia. Proceeding on behalf of Trust No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Trust, or to intervene in any proceedings to which the Trust is a party for the purpose of taking responsibility on behalf of the Trust for all or part of those proceedings. The Trust is not a party to any such proceedings during the year. Future development and results The Trust will continue to deliver on its strategy to own master -planned land lease communities retaining ownership of the land and receiving rental income for leasing the land. Investment property valuation changes may have a material impact on the results of the Trust in future years. Future investme nt property valuation changes cannot be reliably measured at the date of this report. Indemnification and insurance of officers and auditors No insurance premiums are paid for out of the assets of the Trust in regard to insurance cover provided to the officers of Eq uity Trustees Limited. So long as the officers of Equity Trustees Limited act in accordance with the Trust’s Constitution and the law, the officers remain indemnified out of the assets of the Trust against losses incurred while acting on behalf of the Trust. The Trust has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnifie d or agreed to indemnify an officer or auditor of the Trust or of any related body corporate against a liability incurred as an of ficer or auditor. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Rounding of amounts The Trust is of a kind referred to in Corporations Instrument 2016/191 , issued by the Australian Securities and Investments Commission, relating to 'rounding -off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars ($'000), unless otherwise indicated.
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GTH Resorts No 2 Trust Directors' report 31 December 2025 4 Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on pa ge 5. Fees paid to and interests held in the Fund by the Responsible Entity and its associates Fees paid to the Responsible Entity and its associates out of Fund property during the year are disclosed in Note 24 to the financial statements. No fees were paid out of Fund property to the directors of the Responsible Entity during the year. The number of interests in the Fund held by the Responsible Entity or its associates as at the end of the financial year are disclosed in Note 24 to the financial statements. This report is made in accordance with a resolution of the directors of Equity Trustees Limited. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au 25 February 2026 The Directors Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 2 Trust Level 1, 575 Bourke Street Melbourne, VIC, 3000 Dear Directors Auditor’s Independence Declaration to GTH Resorts No 2 Trust In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 2 Trust. As lead audit partner for the audit of the financial report of GTH Resorts No 2 Trust for the financial year ended 31 December 2025 , I declare that to the best of my knowledge and belief, there have been no contraventions of: • The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • Any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. 5
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GTH Resorts No 2 Trust Statement of profit or loss and other comprehensive income For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 6 Continuing operations Revenue 5 2,365 2,610 Other income 6 125 186 Finance income 1 2 Administration expenses 7 (2,109) (1,701) Depreciation 14 (28) (21) Gain on change in fair value of investment property 13 34,002 29,786 Finance expenses 8 (1,563) (2,973) Profit for the year attributable to the unitholders of GTH Resorts No 2 Trust 32,793 27,889 Other comprehensive income for the year - - Total comprehensive income for the year attributable to the unitholders of GTH Resorts No 2 Trust 32,793 27,889 Note 2025 2024 Attributable to the unitholders of GTH Resorts No 2 Trust Basic earnings per unit (cents per unit) 9 11.43 13.94 Diluted earnings per unit (cents per unit) 9 11.42 13.94
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GTH Resorts No 2 Trust Statement of financial position As at 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of financial position should be read in conjunction with the accompanying notes 7 Assets Current assets Cash and cash equivalents - 6 Trade and other receivables 10 - 5 Related party loan 11 55,341 - Other current assets 12 - 12 Total current assets 55,341 23 Non-current assets Investment properties 13 165,000 129,000 Property, plant and equipment 14 - 112 Other non-current assets 15 20 - Total non-current assets 165,020 129,112 Total assets 220,361 129,135 Liabilities Current liabilities Trade and other payables 16 2,016 345 Unearned income 17 - 71 Total current liabilities 2,016 416 Non-current liabilities Borrowings 18 - 29,719 Total non-current liabilities - 29,719 Total liabilities 2,016 30,135 Net assets 218,345 99,000 Equity Contributed equity 19 86,554 2 Retained profits 131,791 98,998 Total equity 218,345 99,000
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GTH Resorts No 2 Trust Statement of changes in equity For the year ended 31 December 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes 8 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2024 2 71,109 71,111 Profit for the year - 27,889 27,889 Other comprehensive income for the year - - - Total comprehensive income for the year - 27,889 27,889 Balance at 31 December 2024 2 98,998 99,000 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2025 2 98,998 99,000 Profit for the year - 32,793 32,793 Other comprehensive income for the year - - - Total comprehensive income for the year - 32,793 32,793 Transactions with unitholders in their capacity as unitholders: Issue of units upon IPO (note 19) 90,212 - 90,212 Transaction costs incurred (note 19) (3,660) - (3,660) Balance at 31 December 2025 86,554 131,791 218,345
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GTH Resorts No 2 Trust Statement of cash flows For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of cash flows should be read in conjunction with the accompanying notes 9 Cash flows from operating activities Receipts from customers 2,660 3,135 Payments to suppliers (1,616) (1,278) Interest received 1 2 Interest paid (568) (444) Net cash generated from operating activities 26 477 1,415 Cash flows from investing activities Payments for property, plant and equipment 14 (10) (54) Payments for investment properties - (2,713) Net cash used in investing activities (10) (2,767) Cash flows from financing activities Net (payments)/proceeds in relation to related party borrowings 27 (473) 1,337 Net cash (used in) / generated from financing activities (473) 1,337 Net decrease in cash and cash equivalents (6) (15) Cash and cash equivalents at the beginning of the financial year 6 21 Cash and cash equivalents at the end of the financial year - 6
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 10 Note 1. General information The financial statements cover GTH Resorts No 2 Trust (the "Trust") as an individual entity. The Trust is a for profit entity for the purpose of preparing the financial statements. The Trust was established on 22 July 2015 and registered as a managed investment scheme on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. The entities within the stapled group at 31 December 2025 (and 31 December 2024) are disclosed in note 24. The registered office and principal place of business is: ● Level 1, 575 Bourke Street, Melbourne, VIC 3000 Australia A description of the nature of the Trust's operations and its principal activities are included in the directors' report. The financial statements were authorised for issue by the directors of the Responsible Entity on the date the Directors’ declaration was signed. The directors of the Responsible Entity have the power to amend and reissue the financial statements. Basis of preparation These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001 , Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board (AASB). These financial statements represent the first general purpose annual financial statements prepared by the Trust in complianc e with Australian Accounting Standards, including AASB 1 First-time Adoption of Australian Accounting Standards. In preparing these financial statements, the Trust has applied all relevant standards and interpretations issued by the AASB that are effective for financial reporting periods beginning on or after 1 January 2025. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Trust comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Consequently, this financial report ha s been prepared in accordance with and complies with IFRS Accounting Standards as issued by the IASB. Rounding off of amounts The Trust meets the criteria of ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and, accordingly amounts in the financial statements have been rounded to the nearest thousand dollars ($'000), unless otherwise stated. Amounts in these financial statements are stated in Australian dollars (which is the functional and presentation currency) unless oth erwise noted. Basis of measurement The financial statements have been prepared on the historical cost basis except for investment properties, which are measured at fair value. Going concern The directors have, at the time of approving the financial statements, a reasonable expectation that the Trust has adequate resources to continue in operational existence for the foreseeable future. Thus, the Trust has applied the going concern basi s of accounting in preparing the financial statements.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 11 Note 2. Material accounting policy information Material accounting policies adopted in the preparation of these financial statements are presented below and are consistent with the prior reporting period unless otherwise stated. The accounting policies that are material to the Trust are set out below. Revenue recognition Revenue from contracts with customers Revenue from contracts with customers is recognised when performance obligations have been met and control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Trust expects to be entitl ed to in exchange for those goods or services. Site rental income The site rental income relates to the fee for the lease of the land by the homeowner and services provided in relation to the operation and management of the common community facilities. Income from operating leases is recognised on a straight -line basis o ver the term of the relevant lease. Revenue from rendering services is recognised in accordance with performance obligations under the terms and conditions of the service agreements. The Trust recognises site fees over time because the customer simultaneously receives and consumes the benefit provided to them. Operating lease income Operating lease income is recognised on a straight -line basis over the lease term. Lease incentives granted are recognised as part of the operating lease income. Contingent lease income is recognised as income in the period when earned. Other revenue Other revenue (including commission on resale) is recognised when it is received or when the right to receive payment is established. Other income Other income comprises recharges to external parties. Other income is recognised on an accruals basis when the Trust is entit led to it. Cash and cash equivalents Cash and cash equivalents comprises cash on hand, demand deposits which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Trade and other receivables Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 12 Investment properties Investment properties comprise interests in land and buildings held for long -term rental yields and / or for capital appreciation. Investment properties include land under development as well as fully developed land. Investment properties are measured initially at cost, including transaction costs and construction costs incurred to develop the investment property, such as costs in relation to civil works, community facilities and infrastructure charges. Subsequently, investment properties are stated at fair value, reflecting market conditions at reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the statement of profit or loss and other comprehensive income i n the period they arise. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction b etween market participants at measurement date, in the principal market for the asset or liability, or the most advantageous market in its absence. It is the policy of the Trust to review the fair value of each investment property at each reporting date and revalue investm ent properties to fair value, per an independent valuation, when their carrying value is deemed to be materially different to their fair value. In determining fair values, the Trust considers relevant information including the capitalisation of rental streams using mar ket assessed capitalisation rates, expected net cash flows discounted to their present value using market determined risk -adjusted discount rates, and other available market data such as recent comparable transactions. The assessment of fair value of investment properties does not take into account potential capital gains tax assessable. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the property. Any gain or loss arising on derecognition of the investment property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or lo ss in the period in which the investment property is derecognised. Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost incl udes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Motor vehicles 8 years Plant and equipment 2-20 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Trust. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Trade and other payables These amounts represent liabilities for goods and services provided to the Trust prior to the end of the financial year and w hich are unpaid. Due to their short -term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Secured notes The issue of secured notes to note holders is recognised upon satisfaction of the terms of the Note Issue Deed which includes payment of the issue price. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 13 Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non -financial assets, the fair value measurement is based on its highest and best u se. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair va lue, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non -recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applica ble, with external sources of data. Contributed equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Trust are recognised at the proceeds received, net of direct issue costs. Repurchase of the Trust’s own equity instruments are recognised and deducted directly in equity. No gain or loss is recognise d in profit or loss on the purchase, sale, issue or cancellation of the Trust’s own equity instruments. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the e xpense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial posit ion. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities wh ich are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Income tax Under current Australian income tax legislation the Trust is not liable for income tax provided that unitholders are presentl y entitled to all the net income of the Trust each year. Accordingly, no income or deferred tax is recorded in these financial statements. The liability for capital gain tax that may arise if the Trust’s property is sold is not accounted for in these financial sta tements.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 14 New or amended Accounting Standards and Interpretations adopted There are no new and revised Standards and amendments thereto and Interpretations effective for the current year that are relevant to the Trust. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Accounting Standards and Interpretations issued that are not yet mandatory but may be relevant to the Trust are summarised below: ● AASB 2024-2: Amendments to AASB 7 & AASB 9 – Classification & Measurement of Financial Instruments (Effective date: 1 January 2026) ● AASB 18: Presentation & Disclosure in Financial Statements (Effective date: 1 January 2027) The Trust continues to assess the impact of the foregoing new and amended accounting standards and interpretations effective subsequent to 31 December 2025 on the Trust's financial statements in the period of initial application. Additional disclosur es required by these amendments will be included in the Trust's financial statements when these new standards and amendments are adopted. Note 3. Critical accounting judgements, estimates and assumptions In applying the Trust’s accounting policies, which are described in note 2, the directors are required to make judgements (ot her than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 in the period of the revision and future periods if the revision affects both current and future periods. The significant estimates and judgements made have been described below. Valuation of investment property The Trust’s investment properties represent a significant balance in the statement of financial position. Investment properties are measured at fair value using valuation methods that utilise inputs based on estimates. The methodology applied is a combination of the valuations determined using the discounted cash flow (DCF) method, the income capitalisation method, the direct comparison method and transaction prices where relevant (refer to note 13 for discussion about each methodology). Independent valuations are adopted for investment properties determined using property valuation models that rely on the use of inputs that are not based on readily observable market data. The significant valuation inputs are as follows: ● Annual net property income – represents the contracted amount for which the property is leased. ● Capitalisation rate – the rate at which the net market income is capitalised to determine the value of the property. The rate is determined with regard to market evidence. ● Discount rate – the rate of return used to convert the monetary sum, payable or receivable in the future, into present value. It reflects 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 regard to market evidence. ● Terminal yield – the capitalisation rate used to estimate the residual value of the cash flows associated with the investment property at the end of the expected holding period. Changes in these unobservable inputs will ultimately impact on the fair value of the investment properties recorded.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 15 Note 4. Segment information Management of GemLife Group Limited have determined that the Trust has one operating segment. The segment is Community Operations which involves the leasing and maintenance of investment properties. This is based on internal reporting assessed by the Chief Executive Officer of GemLife Group Limited (who is identified as the Chief Operating Decision Maker (“CODM”)). Note 5. Revenue Revenue from continuing operations 2025 2024 Revenue from contracts with customers: $'000 $'000 Site fees* 1,532 2,547 Operating lease income* 801 - Commission on resales^ 32 63 2,365 2,610 * revenue is recognised over time ^ revenue is recognised at a point in time On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd (“GemLife Operations”), a related party, to manage the operations of the Trust property effective 30 June 2025. Under this arrangement, the Trust ear ns operating lease income from GemLife Operations, and the site fees are now payable to GemLife Operations. Following this arrangement, more than 10% of revenue transaction s are from a single customer, GemLife Operations. Note 6. Other income 2025 2024 $'000 $'000 Recovery of utilities and recharges 116 167 Sundry income 9 19 125 186 Note 7. Administrative expenses Administrative expenses include $ 1,065k (2024: nil) of restructuring and Initial Public Offering (IPO) transaction costs paid by a related party (refer to note 24).
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 16 Note 8. Finance expenses 2025 2024 $'000 $'000 Secured notes interest expense* 910 1,612 Interest expense - related party^ 647 1,361 Other interest expense 6 - 1,563 2,973 * Interest on Secured Notes is fixed at a rate of 13.26% per annum. ^ Interest expense - related party relates to interest costs incurred on borrowings from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for the year was 5.60% (2024: 5.87%). Note 9. Basic and diluted earnings per unit 2025 2024 Profit attributable to the unitholders of GTH Resorts No 2 Trust ($'000) 32,793 27,889 Weighted average number of ordinary units of the Trust (number of units) * 286,933,615 200,000,000 Adjustments for calculation of diluted earnings per unit: Rights over ordinary units 242,030 - Weighted average number of ordinary units used in calculating diluted earnings per unit 287,175,645 200,000,000 Basic earnings per unit (cents per unit) 11.43 13.94 Diluted earnings per unit (cents per unit) 11.42 13.94 * The stapled group that the Trust belongs to undertook a restructure during the year. As part of the restructure, the units of the Trust were subdivided (refer to note 19). The comparative weighted average number of units has accordingly been rebased. Note 10. Trade and other receivables 2025 2024 $'000 $'000 Other receivables - 5 Note 11. Related party loan 2025 2024 $'000 $'000 Other related party loan 55,341 - The related party loan relates to a loan to GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The loan does not carry interest and is repayable on demand. Refer to note 24 for further information on related party transactions and balances.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 17 Note 12. Other current assets 2025 2024 $'000 $'000 Prepayments - 12 Note 13. Investment properties 2025 2024 At fair value $'000 $'000 Investment property 165,000 129,000 Total investment properties 165,000 129,000 Movements in carrying amounts of investment properties Carrying value at the beginning of the year 129,000 96,500 Additions 1,998 - Acquisitions - 2,714 Gain on change in fair value 34,002 29,786 Carrying value at the end of the year 165,000 129,000 Investment properties relate to land and facilities owned by the Trust currently classified as Sites Under Development. The m ain categories under which the investment properties are classified by the Trust are: ● Balance Land - Greenfield and DA Approved Pipeline - Greenfield Pipeline reflects projects which the Trust owns, or will own on completion, but for which DA approval has not been granted. DA Approved Pipeline reflects communities / sites where DA approval has been granted but development is yet to commence. ● Sites Under Development - reflects communities which are under development by the Trust, including sites which are partly occupied by homeowners (<95%). ● Completed Sites - communities substantially fully occupied by homeowners (≥95%). Valuations of investment properties are carried out at each reporting period and the following are the methodologies applied.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 Note 13. Investment properties (continued) 18 (i) Market Approach - direct comparison This method is utilised primarily to value land relating to greenfield and pipeline sites. The market approach provides an indication of the value by comparing the property with identical or comparable properties for which price information is available. (ii) Capitalisation of income method This method is utilised primarily to value active or operational communities. Under the capitalisation method, fair value is estimated using assumptions regarding the expectation of future benefits. This method involves estimating a sustainable net operating income profile of a property and applying a capitalisation rate into perpetuity. The capitalisation rate is based on current market evidence. The sustainable net operating income profile of a property takes into account occupancy, rental income and operating expenses. (iii) Discounted cash flow method The discounted cash flow method is primarily used to value balance land relating to under development sites. Under the discounted cash flow method ("DCF"), fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. The DCF utilises the forecasted cash flow of the property for a defined future period, discounted back to the valuation date, resulting in a present -day value estimate. The discount rate in the DCF model is typically a market driven rate and has regard to the time value of money, along with the risk profile of the cash flow. The key assumptions and unobservable inputs applied in the valuations is noted in the below table: Class of assets 2025 2024 2025 2024 Valuation (Level 3) $'000 $'000 Fair value input Assumptions Assumptions techniques Site Under Development 165,000 129,000 Site rental per villa per week (inc. GST) Discount rate Terminal yield $215-$225 15.72%-16.00% 5.25% $215-$250 16.50%-18.50% 5.25% Market approach – Direct comparison / Discounted cash flow / Income capitalisation When investment property (undeveloped land) is acquired by the Trust, it is recognised at cost including acquisition costs (f or example stamp duty). After Development Approval is obtained and development commences, the fair value of investment property typically increases to reflect land improvement costs incurred and the market value of the sites included in that investment property based on future cash flows from home development profits and long -term operating net cash from rental of the sites. As a result of the Trust’s business model, when a home is sold this reduces the value attributed to that site included in the investment property valuation. This reduction in value is reflected in the value of the investment property at the next repor ting date. This reduction represents the realisation of the development value as properties are transferred from development to completed sites. The net change in value of investment property in each reporting period is influenced by many different other factors, in addition to the decrease in fair value of investment property due to home sales during the period:
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 Note 13. Investment properties (continued) 19 ● DA approval being received, or other changes to the scope of the project in the period, may result in an increase in value. ● Capital expenditure in the period, which is expected to increase the value of sites (i.e. beyond the value of the capital expenditure). ● Development milestones (i.e. certain milestones such as completion of the community clubhouse) which would drive up average price/margin for homes. ● Additions/disposal of adjacent land sites which would increase/decrease the fair value of investment property. ● Unwinding of net present value of cash flows from development sites not sold during the reporting period. ● Change in macroeconomic factors, which impact average sale price, construction costs, discount rates and cap rates. ● Changes in average sales prices due to changes in the mix of the number of units remaining to be settled and the valuation of the units (i.e. generally positive through the life of the development). The carrying value of investment properties at the reporting date have been pledged as security in relation to borrowings by GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The gain on changes in fair value of investment properties of $34,002,000 (2024: $29,786,000) comprises of gains relating to a site under development. Note 14. Property, plant and equipment 2025 2024 $'000 $'000 Plant and equipment - at cost - 165 Less: Accumulated depreciation - (73) - 92 Motor vehicles - at cost - 116 Less: Accumulated depreciation - (96) - 20 - 112 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out be low: Plant and Motor equipment vehicles Total $'000 $'000 $'000 Balance at 1 January 2024 54 25 79 Additions 54 - 54 Depreciation expense (16) (5) (21) Balance at 1 January 2025 92 20 112 Additions 10 - 10 Depreciation expense (18) (10) (28) Transfers to a related party (note 24) (84) (10) (94) Balance at 31 December 2025 - - -
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 20 Note 15. Other non-current assets 2025 2024 $'000 $'000 Bonds paid 20 - Note 16. Trade and other payables 2025 2024 $'000 $'000 Related party payables 1,998 - Accrued expenses 18 76 Goods and services tax payable - 13 Other payables - 256 2,016 345 Related party payables as at 31 December 2025 comprise amounts outstanding in relation to the additions to investment property during the year (refer to note 13). The amount is payable to GemLife Group Ltd and is in relation to the cost of development works performed under the Development Management Agreement. Refer to note 21 for further information on financial instruments. Note 17. Unearned income 2025 2024 $'000 $'000 Site fees received in advance - 71 Note 18. Borrowings 2025 2024 Non-current liabilities $'000 $'000 Secured notes - related parties* - 14,402 Other related party loan^ - 15,317 - 29,719 * Secured notes relate to notes issued to the unitholders. Interest on secured notes was accrued at a rate of 13.26% (2024: 13.26%). The loan has been fully paid during the year. ^ The related party loan relates to a loan from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for the year was 5.60% (2024: 5.87%). Proceeds from the unit issue were utilised to settle the loan during the year. Borrowings are classified as current liabilities unless the Trust has a right to defer settlement of the liability for at lea st twelve months after the reporting date. Refer to note 24 for further information on related party transactions and balances.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 21 Note 19. Contributed equity 2025 2024 2025 2024 Units Units $'000 $'000 Units - fully paid 380,288,462 2,000 90,214 2 Units issue costs - - (3,660) - 380,288,462 2,000 86,554 2 Movements in units - fully paid Details Date Units $'000 Balance 1 January 2024 2,000 2 Balance 31 December 2024 2,000 2 Securities conversion (subdivided into)* 7 July 2025 199,998,000 - Issue of units upon IPO 8 July 2025 180,288,462 90,212 Balance 31 December 2025 380,288,462 90,214 * On 7 July 2025, Trust undertook a security subdivision of 100,000 securities for every 1 security. Note 20. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Note 21. Financial instruments Financial risk management objectives At 31 December 2025, the Trust’s principal financial instruments comprise related party loans. The main risks arising from the Trust’s financial instruments are interest rate and liquidity risks. The Trust manages its exposure to these risks primarily through its borrowing policy. The Trust’s management team regularly reviews those risks. Interest rate risk The Trust’s exposure to the risk of changes in market interest rates arises primarily from related party loans from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The main consequence of adverse changes in market interest rates is higher interest costs, reducing the Trust’s profit. The impact of an increase or decrease in average interest rate of 1% (100bps) at reporting date, with all other variables hel d constant, is illustrated below. This analysis is based on interest rate risk exposures in existence as at 31 December 2025. 100 basis points increase 100 basis points decrease 2025 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan - -
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 Note 21. Financial instruments (continued) 22 100 basis points increase 100 basis points decrease 2024 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan (153) 153 Liquidity risk The main objective of liquidity risk management is to reduce the risk that the Trust does not have the resources available to meet its financial obligations and working capital and committed capital expenditure requirements. The contractual maturities of the Trust’s non-derivative financial liabilities at the reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities at market rates. 1 year or less Between 1 and 5 years Over 5 years Total 2025 $'000 $'000 $'000 $'000 Trade and other payables 2,016 - - 2,016 Total non-derivatives 2,016 - - 2,016 1 year or less Between 1 and 5 years Over 5 years Total 2024 $'000 $'000 $'000 $'000 Trade and other payables 345 - - 345 Borrowings 2,808 42,814 - 45,622 Total non-derivatives 3,153 42,814 - 45,967 Note 22. Fair value measurement Fair value hierarchy The following tables detail the Trust's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either direc tly or indirectly Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total 2025 $'000 $'000 $'000 $'000 Assets Investment properties - - 165,000 165,000 Total assets - - 165,000 165,000 Level 1 Level 2 Level 3 Total 2024 $'000 $'000 $'000 $'000 Assets Investment properties - - 129,000 129,000 Total assets - - 129,000 129,000 There were no transfers between levels during the year.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 Note 22. Fair value measurement (continued) 23 The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to their short- term nature. Valuation techniques for fair value measurements categorised within level 2 and level 3 Investment properties are measured at fair value. Refer to note 13 for further information on fair value measurement. Note 23. Remuneration of auditors The auditor of the Trust is Deloitte Touche Tohmatsu and the fee for services provided by Deloitte Touche Tohmatsu for the audit of the financial statements were borne by GemLife Administration Pty Ltd (a related party) and relate to the audit of the sta pled group that the Trust belongs to. Note 24. Related party transactions Stapled group and responsible entity As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a number of companies and other trusts to form a single group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 Note 24. Related party transactions (continued) 24 The entities within the stapled group at 31 December 2025 (and 31 December 2024) were: Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GemLife Communities Pty Ltd Yes Yes GemLife Administration Pty Ltd Yes Yes GemLife Assets Pty Ltd Yes Yes Gemstone Joinery Pty Ltd Yes Yes GemLife Finance Pty Ltd Yes Yes GemLife Funds Pty Ltd Yes Yes Prospecta Utilities Pty Ltd Yes Yes Prospecta Utilities APAC Pty Ltd Yes Yes Prospecta Telco Advisory Pty Ltd^^ No Yes Prospecta Telco Retail Pty Ltd Yes Yes GTH Project No 1 Pty Ltd Yes Yes GTH Project No 2 Pty Ltd Yes Yes GemLife Group Ltd (formerly known as GTH Project No. 4 Pty Ltd) Yes Yes GTH Project No 6 Pty Ltd Yes Yes Gemlife Communities (QLD) Operations Pty Ltd (formerly GTH Resorts No 25 Pty Ltd) Yes Yes Gemlife Communities (NSW) Operations Pty Ltd (formerly GTH Resorts No 26 Pty Ltd) Yes Yes Gemlife Communities (VIC) Operations Pty Ltd (formerly GTH Resorts No 27 Pty Ltd) Yes Yes GemLife Trust** Yes No GTH Resorts No 1 Pty Ltd (as trustee for GTH Resorts No 1 Unit Trust) Yes Yes GTH Resorts No 2 Pty Ltd (as trustee for GTH Resorts No 2 Trust)*** Yes Yes GTH Resorts No 3 Pty Ltd (as trustee for GTH Resorts No 3 Trust)*** Yes Yes GTH Resorts No 4 Pty Ltd (as trustee for GTH Resorts No 4 Trust)*** Yes Yes GTH Resorts No 5 Pty Ltd (as trustee for GTH Resorts No 5 Unit Trust) Yes Yes GTH Resorts No 6 Pty Ltd (as trustee for GTH Resorts No 6 Trust)*** Yes Yes GTH Resorts No 7 Pty Ltd (as trustee for GTH Resorts No 7 Unit Trust) Yes Yes GTH Resorts No 8 Pty Ltd (as trustee for GTH Resorts No 8 Trust)*** Yes Yes GTH Resorts No 9 Pty Ltd (as trustee for GTH Resorts No 9 Unit Trust) Yes Yes GTH Resorts No 10 Pty Ltd (as trustee for GTH Resorts No 10 Unit Trust) Yes Yes GTH Resorts No 11 Pty Ltd (as trustee for GTH Resorts No 11 Trust)*** Yes Yes GTH Resorts No 12 Pty Ltd (as trustee for GTH Resorts No 12 Trust)*** Yes Yes GTH Resorts No 14 Pty Ltd (as trustee for GTH Resorts No 14 Unit Trust) Yes Yes GTH Resorts No 15 Pty Ltd (as trustee for GTH Resorts No 15 Trust)*** Yes Yes GTH Resorts No 16 Pty Ltd (as trustee for GTH Resorts No 16 Unit Trust) Yes Yes GTH Resorts No 17 Pty Ltd (as trustee for GTH Resorts No 17 Unit Trust) Yes Yes GTH Resorts No 18 Pty Ltd (as trustee for GTH Resorts No 18 Unit Trust) Yes Yes GTH Resorts No 19 Pty Ltd (as trustee for GTH Resorts No 19 Trust)*** Yes Yes GTH Resorts No 20 Pty Ltd (as trustee for GTH Resorts No 20 Unit Trust) Yes Yes GTH Resorts No 21 Pty Ltd (as trustee for GTH Resorts No 21 Unit Trust) Yes Yes GTH Resorts No 22 Pty Ltd (as trustee for GTH Resorts No 22 Unit Trust) Yes Yes GTH Resorts No 23 Pty Ltd (as trustee for GTH Resorts No 23 Unit Trust) Yes Yes GTH Resorts No 24 Pty Ltd (as trustee for GTH Resorts No 24 Unit Trust) Yes Yes GemLife Resorts No 25 Pty Ltd (as trustee for GTH Resorts No 25 Unit Trust)**** Yes No GemLife Resorts No 26 Pty Ltd (as trustee for GTH Resorts No 26 Unit Trust)**** Yes No GemLife Resorts No 27 Pty Ltd (as trustee for GTH Resorts No 27 Unit Trust)**** Yes No
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 Note 24. Related party transactions (continued) 25 Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GTH Resorts No 1 Unit Trust* Yes Yes GTH Resorts No 3 Trust Yes Yes GTH Resorts No 4 Trust Yes Yes GTH Resorts No 5 Unit Trust* Yes Yes GTH Resorts No 6 Trust Yes Yes GTH Resorts No 7 Unit Trust* Yes Yes GTH Resorts No 8 Trust Yes Yes GTH Resorts No 9 Unit Trust* Yes Yes GTH Resorts No 10 Unit Trust* Yes Yes GTH Resorts No 11 Trust Yes Yes GTH Resorts No 12 Trust Yes Yes GTH Resorts No 14 Unit Trust* Yes Yes GTH Resorts No 15 Trust Yes Yes GTH Resorts No 16 Unit Trust* Yes Yes GTH Resorts No 17 Unit Trust* Yes Yes GTH Resorts No 18 Unit Trust * Yes Yes GTH Resorts No 19 Trust Yes Yes GTH Resorts No 20 Unit Trust* Yes Yes GTH Resorts No 21 Unit Trust* Yes Yes GTH Resorts No 22 Unit Trust* Yes Yes GTH Resorts No 23 Unit Trust* Yes Yes GTH Resorts No 24 Unit Trust* Yes Yes GTH Resorts No 25 Unit Trust* Yes Yes GTH Resorts No 26 Unit Trust* Yes Yes GTH Resorts No 27 Unit Trust* Yes Yes GemAliria Pty Ltd*^ Yes No Gemstone Lifestyle No 2 Pty Ltd*^ Yes No Gemstone Lifestyle No 3 Pty Ltd*^ Yes No Gemstone Lifestyle No 4 Pty Ltd*^ Yes No Gemstone Lifestyle No 5 Pty Ltd*^ Yes No Gemstone Lifestyle No 6 Pty Ltd*^ Yes No Gemstone Lifestyle No 7 Pty Ltd*^ Yes No Gemstone Lifestyle No 8 Pty Ltd*^ Yes No Gemstone Lifestyle No 9 Pty Ltd*^ Yes No *During the year ended 31 December 2025, GemLife Trust became the holding entity for these trusts and companies. ^ On 15 July 2025, GemLife Trust acquired 100% of the issued share capital of GemAliria Pty Ltd and its subsidiaries from a group ultimately controlled by a director of GemLife Group Ltd ^^ Prospecta Telco Advisory Pty Ltd was deregistered on 22 July 2025. *** On 16 May 2025, these entities were retired as trustees of their respective unit trusts. **** These entities were incorporated on 9 September 2025 and were established as trustees of their respective unit trusts on 12 November 2025. Transactions with entities within the stapled group are related party transactions. The Responsible Entity of the Trust is Equity Trustees Limited. The Responsible Entity, schemes managed by the Responsible Entity and key management personnel of the Responsible Entity are related parties to the Trust. Accordingly, transactions with the entities and parties noted above are related party transactions.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 Note 24. Related party transactions (continued) 26 Key management personnel The persons who were directors of GTH Resorts No 2 Pty Ltd (as Trustee of the Trust to 16 May 2025): Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The persons who were directors of Equity Trustees Limited at any time since 16 May 2025 up to the date of this report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Other key management personnel: There were no other key management personnel with responsibility for planning, directing and controlling the activities of th e Trust, directly or indirectly during the year. There were no transactions with key management personnel during the year (2024: nil). Transactions with related parties The following transactions occurred with related parties: 2025 2024 $ $ Operating lease income^ 800,966 - Restructuring and IPO costs paid by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) on behalf of the Trust including costs recorded as a deduction from equity (4,724,683) - Service fees charged by GemLife Administration Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (261,161) (489,566) Interest expense charged by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (646,703) (1,360,697) Interest on secured notes (909,590) (1,611,898) Transfer of assets to GemLife Communities (QLD) Operations Pty Ltd and GemLife Assets Pty Ltd (entities that are part of the stapled group of entities that the Trust belongs to)* (94,000) - Custodian and Responsible Entity fees paid to EQT Australia Limited (37,703) - ^ On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd, a related party, to manage the operations of the Trust property, effective 30 June 2025. Under this arrangement, the Trust earns operating lease income from GemLife Operations based on the rent calculation set out in the agreement. The agreement expires on 29 June 2045. * During the year, the Trust transferred all of its property, plant and equipment to GemLife Communities (QLD) Operations Pty Ltd (GemLife Operations) and GemLife Assets Pty Ltd at carrying value on loan account.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 Note 24. Related party transactions (continued) 27 Loans to and from related parties The following balances are outstanding at the reporting date in relation to loans with related parties: 2025 2024 $ $ Current receivables: Loan to GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) 55,340,885 - Current payables: Amounts payable to GemLife Group Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (1,997,642) - Non-current borrowings: Secured notes - issued to unitholders - (14,402,171) Loan from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) - (15,316,510) Note 25. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Note 26. Reconciliation of profit to net cash generated from operating activities 2025 2024 $'000 $'000 Profit for the year 32,793 27,889 Adjustments for: Depreciation and amortisation 28 21 Gain on change in fair value of investment property (34,002) (29,786) Restructuring and IPO costs paid by a related party 1,065 - Interest income earned (1) (2) Finance cost incurred 1,563 2,973 Interest income received 1 2 Interest paid (568) (444) Change in operating assets and liabilities: Decrease in trade and other receivables 5 63 (Increase) / decrease in other assets (8) 64 (Decrease) / increase in trade and other payables* (328) 620 (Decrease) / increase in unearned income (71) 15 Net cash generated from operating activities 477 1,415 * Movement in trade and other payables in current year includes $1,998k of non-cash transactions during the year relating to the additions to investment property.
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GTH Resorts No 2 Trust Notes to the financial statements 31 December 2025 28 Note 27. Non-cash investing and financing activities 2025 2024 $'000 $'000 Non-cash transactions included in the investment activities: - - Additions to investment property unpaid amounts included in trade and other payables (1,998) - Non-cash transactions included in the financing activities: - - The movement in related party borrowings includes the following non-cash transactions: - - Restructuring and IPO costs paid by a related party (1,065) - Finance expenses accrued (994) (2,528) Transfer of property, plant and equipment to a related party 94 - Units issued net of transaction costs 86,552 - Total non-cash transactions 84,587 (2,528) Movement in related party borrowings (85,060) 3,865 Net (payments)/proceeds in relation to related party borrowings (473) 1,337
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GTH Resorts No 2 Trust Directors' declaration 31 December 2025 29 In the opinion of the directors of the Responsible Entity: (a) The financial statements and notes set out on pages 6 to 28 are in accordance with the Corporations Act 2001, including: i. complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii. giving a true and fair view of the Trust's financial position as at 31 December 2025 and of its performance for the year ended on that date. (b) There are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable; and (c) Note 1 confirms that the financial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the directors of Equity Trustees Limited through a delegated auth ority given by Equity Trustees Limited’s Board. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au Independent Auditor’s Report to the Unitholders of GTH Resorts No 2 Trust Opinion We have audited the financial report of GTH Resorts No 2 Trust (the “Trust”) which comprises the statement of financial position as at 31 December 2025 , the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information and the directors’ declaration. In our opinion, the accompanying financial report of the Trust is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its financial performance for the year then ended; and • Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. 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 Trust in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors, would be in the same terms if given to the directors as at the time of this auditor’s report. 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 financial report for 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. Key Audit Matter How the scope of our audit responded to the Key Audit Matter Valuation of investment properties Refer to notes 2, 3 and 13 of the financial statements. At 31 December 2025 the Trust’s statement of financial position included investment properties of $165 million (74.88% of the Trust’s total assets). Our audit procedures included but were not limited to: • Obtained an understanding of management’s process and policies in relation to the valuation of investment properties; • Evaluated the design and implementation of controls relevant to the valuation of investment properties; 30
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As disclosed in note 13, investment properties are carried at fair value. The valuation of investment properties involves judgement that includes selecting an appropriate valuation methodology and valuation assumptions that include: • Income capitalisation rates; • Discount rates; • Weekly site rentals per villa; and • Terminal yields. These apply to each of the investment property categories held by the Trust, being Balance Land, Sites Under Development and Completed Sites, as applicable. The Trust determined the value of investment properties with reference to independent external valuations. Given the financial significance of investment properties and the subjectivity and sensitivity of the valuation methodologies and assumptions, we consider the valuation of investment properties to be a key audit matter. • Assessed the qualifications, competence and objectivity of the independent external valuer; • Together with Deloitte real estate valuation experts, assessed the valuation of the Balance Land, Sites Under Development and Completed Sites investment property categories by performing the following procedures as applicable: o Held discussions with and made enquiries of management and the external valuer in relation to the investment property valuation approach; o Assessed the appropriateness of the valuation methodologies applied; o Assessed the appropriateness of the key assumptions used in the valuation including the: ▪ Income capitalisation rates; ▪ Discount rates; ▪ Weekly site rentals per villa; and ▪ Terminal yields; by comparing the assumptions against market data and comparable transactions as appropriate. • On a sample basis, tested the appropriateness of capital expenditure to investment property as applicable; • Obtained the investment properties fair value reconciliation of opening to closing fair values and assessed the completeness of fair value movements during the year as applicable; and • Assessed the adequacy and appropriateness of the disclosures in the notes to the financial statements. Other Matter The comparative financial information of the Trust for the year ended 31 December 2024 was audited as part of the consolidated financial statements of GemLife Group Ltd (formerly known as GTH Project No 4 Pty Ltd). No audit report was issued on the stand -alone financial statements of the Trust as the Trust was not a disclosing entity at that date. Other Information The directors of Equity Trustees Limited, as Responsible Entity of the Trust (the “directors”), are responsible for the other information. The other information comprises the directors’ report on the Trust and the financial statements of GemLife Group Ltd, GemLife Trust, GTH Resorts No 3 Trust, GTH Resorts No 4 Trust, GTH Resorts No 6 Trust, GTH Resorts No 8 Trust, GTH Resorts No 11 Trust, GTH Resorts No 12 Trust, GTH Resorts No 15 Trust and GTH Resorts No 19 Trust (but does not include the financial report of the Trust and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report, and also includes the GemLife Group Ltd annual report for the year ended 31 December 2025, which is expected to be made available to us after the date of this audit report. 31
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Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, 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. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the GemLife Group Ltd annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action. Responsibilities of the Directors for the Financial Report The directors are responsible: • For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust in accordance with Australian Accounting Standards; and • For such internal control as the directors determine is necessary to enable the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust, and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the ability of the Trust 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 Trust or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are 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 the Australian Auditing Standards 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 this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, 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 fo r 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 Trust’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. 32
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• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’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 financial report or, if such disclosures are inadequate, to modify our op inion. 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 Trust to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. 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 to 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 financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s repor t 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. DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Brisbane, 25 February 2026 33
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GTH Resorts No 3 Trust ARSN 687 162 698 Financial Statements For the year ended 31 December 2025
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GTH Resorts No 3 Trust Contents 31 December 2025 1 Directors' report 2 Auditor's independence declaration 5 Statement of profit or loss and other comprehensive income 6 Statement of financial position 7 Statement of changes in equity 8 Statement of cash flows 9 Notes to the financial statements 10 Directors' declaration 28 Independent auditor's report to the unitholders of GTH Resorts No 3 Trust 29
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GTH Resorts No 3 Trust Directors' report 31 December 2025 2 The directors of Equity Trustees Limited, the Responsible Entity for GTH Resorts No 3 Trust (the 'Trust') present their report together with the financial statements of the Trust for the year ended 31 December 2025. The Trust was established on 22 July 2015 and commenced operations on 1 January 2016. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission ("ASIC") on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single e conomic unit, and held by respective shareholders / unitholders in equal proportion at all times. On 3 July 2025, GemLife Group Ltd, an entity stapled to the Trust, listed on the Australian Securities Exchange ("ASX") under the ASX code: GLF (referred to as GemLife Communities Group on the ASX). On 7 July 2025, the stapled group was restructured, implementing a stapling arrangement that attached the units of the Trust to the units of nine other trusts and to the shares of GemLife Group Ltd. The Trust did not have any employees during the year. The various service providers for the Trust are detailed below: Service Provider Responsible Entity: Equity Trustees Limited* Investment Manager: GemLife Funds Limited Custodian: EQT Australia Limited Statutory Auditor: Deloitte Touche Tohmatsu * On 16 May 2025, GTH Resorts No 3 Pty Ltd retired as Trustee and Equity Trustees Limited was appointed as the Responsible Entity on the same date. Directors The trustee of the Trust up to the date of appointment of the Responsible Entity was GTH Resorts No 3 Pty Ltd (the "Trustee") and the names of the directors for the Trustee throughout the period up to 16 May 2025 were: Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The following persons held office as directors of the Trust from 16 May 2025 to the end of the year and up to the date of thi s report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Principal activities The principal activity of the Trust during the year was the ownership and lease of land and operation of land lease community assets. During the year, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property. There were no other significant changes in the nature of the Trust’s activities during the year.
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GTH Resorts No 3 Trust Directors' report 31 December 2025 3 Review of operations The Trust is part of a stapled group of which Gemlife Group Ltd is the parent. A review of the consolidated group’s operation s is included in the GemLife Group Ltd directors’ report. The statutory profit for the Trust for the year amounted to $1,054,000 (2024: loss $18,828,000). The statutory profit comprises an operating loss (net profit/loss before fair valuation gains or losses on investment propert y) of $196,000 (2024: $1,078,000) and net valuation gains of $1,250,000 (2024: loss $17,750,000) on investment property. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Significant changes in the state of affairs On 16 May 2025, GTH Resorts No 3 Pty Ltd retired as Trustee and Equity Trustees Limited were appointed as the Responsible Entity on the same date. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission on 28 May 2025. On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property effective 30 June 2025. There were no other significant changes in the state of affairs of the Trust during the year ended 31 December 2025. Environmental issues The Trust’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia. Proceeding on behalf of Trust No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Trust, or to intervene in any proceedings to which the Trust is a party for the purpose of taking responsibility on behalf of the Trust for all or part of those proceedings. The Trust is not a party to any such proceedings during the year. Future development and results The Trust will continue to deliver on its strategy to own master -planned land lease communities retaining ownership of the land and receiving rental income for leasing the land. Investment property valuation changes may have a material impact on the results of the Trust in future years. Future investme nt property valuation changes cannot be reliably measured at the date of this report. Indemnification and insurance of officers and auditors No insurance premiums are paid for out of the assets of the Trust in regard to insurance cover provided to the officers of Eq uity Trustees Limited. So long as the officers of Equity Trustees Limited act in accordance with the Trust’s Constitution and the law, the officers remain indemnified out of the assets of the Trust against losses incurred while acting on behalf of the Trust. The Trust has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnifie d or agreed to indemnify an officer or auditor of the Trust or of any related body corporate against a liability incurred as an of ficer or auditor. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Rounding of amounts The Trust is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding -off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars ($'000), unless otherwise indicated.
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GTH Resorts No 3 Trust Directors' report 31 December 2025 4 Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on pa ge 5. Fees paid to and interests held in the Fund by the Responsible Entity and its associates Fees paid to the Responsible Entity and its associates out of Fund property during the year are disclosed in Note 22 to the financial statements. No fees were paid out of Fund property to the directors of the Responsible Entity during the year. The number of interests in the Fund held by the Responsible Entity or its associates as at the end of the financial year are disclosed in Note 22 to the financial statements. This report is made in accordance with a resolution of the directors of Equity Trustees Limited. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au 25 February 2026 The Directors Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 3 Trust Level 1, 575 Bourke Street Melbourne, VIC, 3000 Dear Directors Auditor’s Independence Declaration to GTH Resorts No 3 Trust In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 3 Trust. As lead audit partner for the audit of the financial report of GTH Resorts No 3 Trust for the financial year ended 31 December 2025, I declare that to the best of my knowledge and belief, there have been no contraventions of: • The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • Any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants 5
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GTH Resorts No 3 Trust Statement of profit or loss and other comprehensive income For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 6 Continuing operations Revenue 5 1,778 1,669 Other income 6 126 59 Finance income 1 1 Administration expenses 7 (716) (862) Depreciation and amortisation 13 (12) (6) Gain / (loss) on change in fair value of investment property 12 1,250 (17,750) Finance expenses 8 (1,373) (1,939) Profit/(loss) for the year attributable to the unitholders of GTH Resorts No 3 Trust 1,054 (18,828) Other comprehensive income for the year - - Total comprehensive income /(loss) for the year attributable to the unitholders of GTH Resorts No 3 Trust 1,054 (18,828) Note 2025 2024 Attributable to the unitholders of GTH Resorts No 3 Trust Basic earnings per unit (cents per unit) 9 0.37 (9.41) Diluted earnings per unit (cents per unit) 9 0.37 (9.41)
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GTH Resorts No 3 Trust Statement of financial position As at 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of financial position should be read in conjunction with the accompanying notes 7 Assets Current assets Cash and cash equivalents - 4 Trade and other receivables 10 3 16 Other current assets 11 - 12 Total current assets 3 32 Non-current assets Investment properties 12 37,000 35,750 Property, plant and equipment 13 - 54 Total non-current assets 37,000 35,804 Total assets 37,003 35,836 Liabilities Current liabilities Trade and other payables 14 16 289 Unearned income 15 - 55 Total current liabilities 16 344 Non-current liabilities Borrowings 16 15,397 25,008 Total non-current liabilities 15,397 25,008 Total liabilities 15,413 25,352 Net assets 21,590 10,484 Equity Contributed equity 17 10,054 2 Retained profits 11,536 10,482 Total equity 21,590 10,484
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GTH Resorts No 3 Trust Statement of changes in equity For the year ended 31 December 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes 8 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2024 2 29,310 29,312 Loss for the year - (18,828) (18,828) Other comprehensive income for the year - - - Total comprehensive loss for the year - (18,828) (18,828) Balance at 31 December 2024 2 10,482 10,484 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2025 2 10,482 10,484 Profit for the year - 1,054 1,054 Other comprehensive income for the year - - - Total comprehensive income for the year - 1,054 1,054 Transactions with unitholders in their capacity as unitholders: Issue of units upon IPO (note 17) 10,477 - 10,477 Transaction costs incurred (note 17) (425) - (425) Balance at 31 December 2025 10,054 11,536 21,590
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GTH Resorts No 3 Trust Statement of cash flows For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of cash flows should be read in conjunction with the accompanying notes 9 Cash flows from operating activities Receipts from customers 2,039 1,947 Payments to suppliers (1,030) (828) Interest received 1 1 Interest paid (1,240) (1,564) Net cash used in operating activities 24 (230) (444) Cash flows from investing activities Payments for property, plant and equipment 13 (7) (51) Net cash used in investing activities (7) (51) Cash flows from financing activities Net proceeds in relation to related party borrowings 25 233 491 Net cash generated from financing activities 233 491 Net decrease in cash and cash equivalents (4) (4) Cash and cash equivalents at the beginning of the financial year 4 8 Cash and cash equivalents at the end of the financial year - 4
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 10 Note 1. General information The financial statements cover GTH Resorts No 3 Trust (the "Trust") as an individual entity. The Trust is a for profit entity for the purpose of preparing the financial statements. The Trust was established on 22 July 2015 and registered as a management investment scheme on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. The entities within the stapled group at 31 December 2025 are disclosed in note 22. The registered office and principal place of business is: ● Level 1, 575 Bourke Street, Melbourne, VIC 3000 Australia A description of the nature of the Trust's operations and its principal activities are included in the directors' report. The financial statements were authorised for issue by the directors of the Responsible Entity on the date the Directors’ declaration was signed. The directors of the Responsible Entity have the power to amend and reissue the financial statements. Basis of preparation These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001 , Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board (AASB). These financial statements represent the first general purpose annual financial statements prepared by the Trust in complianc e with Australian Accounting Standards, including AASB 1 First-time Adoption of Australian Accounting Standards. In preparing these financial statements, the Trust has applied all relevant standards and interpretations issued by the AASB that are effective for financial reporting periods beginning on or after 1 January 2025. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Trust comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Consequently, this financial report ha s been prepared in accordance with and complies with IFRS Accounting Standards as issued by the IASB. Rounding off of amounts The Trust meets the criteria of ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and, accordingly amounts in the financial statements have been rounded to the nearest thousand dollars ($'000), unless otherwise stated. Amounts in these financial statements are stated in Australian dollars (which is the functional and presentation currency) unless oth erwise noted. Basis of measurement The financial statements have been prepared on the historical cost basis except for investment properties, which are measured at fair value. Going concern As at 31 December 2025, the Trust’s current liabilities exceeded its current assets by $13,000 (2024: $312,000). The Trust generated a profit for the year of $1,054,000 (2024: loss $18,828,000). The net assets of the Trust at 3ϭ December 2025 was $21,590,000 (2024: $10,484,000). The Trust is part of a stapled group of entities that operate as a single economic entity. The investment manager has assessed the net current liability and overall financial position of the Trust and determined that the Trust has sufficient liquidity and access to sufficient capital to meet the Trust’s obligations as and when they fall due. The financial statements have accordingly been prepared on a going concern basis.
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 11 Note 2. Material accounting policy information Material accounting policies adopted in the preparation of these financial statements are presented below and are consistent with the prior reporting period unless otherwise stated. The accounting policies that are material to the Trust are set out below. Revenue recognition Revenue from contracts with customers Revenue from contracts with customers is recognised when performance obligations have been met and control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Trust expects to be entitl ed to in exchange for those goods or services. Site rental income The site rental income relates to the fee for the lease of the land by the homeowner and services provided in relation to the operation and management of the common community facilities. Income from operating leases is recognised on a straight -line basis o ver the term of the relevant lease. Revenue from rendering services is recognised in accordance with performance obligations under the terms and conditions of the service agreements. The Trust recognises site fees over time because the customer simultaneously receives and consumes the benefit provided to them. Operating lease income Operating lease income is recognised on a straight -line basis over the lease term. Lease incentives granted are recognised as part of the operating lease income. Contingent lease income is recognised as income in the period when earned. Other revenue Other revenue (including commission on resale) is recognised when it is received or when the right to receive payment is established. Other income Other income comprises recharges to external parties. Other income is recognised on an accruals basis when the Trust is entit led to it. Cash and cash equivalents Cash and cash equivalents comprises cash on hand, demand deposits which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Trade and other receivables Other receivables are recognised at amortised cost, less any allowance for expected credit losses. Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost incl udes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Plant and equipment 2-20 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Trust. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 12 Investment properties Investment properties comprise interests in land and buildings held for long -term rental yields and / or for capital appreciation. Investment properties include land under development as well as fully developed land. Investment properties are measured initially at cost, including transaction costs and construction costs incurred to develop the investment property, such as costs in relation to civil works, community facilities and infrastructure charges. Subsequently, investment properties are stated at fair value, reflecting market conditions at reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the statement of profit or loss and other comprehensive income i n the period they arise. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction b etween market participants at measurement date, in the principal market for the asset or liability, or the most advantageous market in its absence. It is the policy of the Trust to review the fair value of each investment property at each reporting date and revalue investm ent properties to fair value, per an independent valuation, when their carrying value is deemed to be materially different to their fair value. In determining fair values, the Trust considers relevant information including the capitalisation of rental streams using mar ket assessed capitalisation rates, expected net cash flows discounted to their present value using market determined risk -adjusted discount rates, and other available market data such as recent comparable transactions. The assessment of fair value of investment properties does not take into account potential capital gains tax assessable. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the property. Any gain or loss arising on derecognition of the investment property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or lo ss in the period in which the investment property is derecognised Trade and other payables These amounts represent liabilities for goods and services provided to the Trust prior to the end of the financial year and w hich are unpaid. Due to their short -term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Secured notes The issue of secured notes to note holders is recognised upon satisfaction of the terms of the Note Issue Deed which includes payment of the issue price. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non -financial assets, the fair value measurement is based on its highest and best u se. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair va lue, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 13 Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non -recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applica ble, with external sources of data. Contributed equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Trust are recognised at the proceeds received, net of direct issue costs. Repurchases of the Trust’s own equity instruments are recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Trust’s own equity instruments. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the e xpense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial posit ion. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities wh ich are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Income tax Under current Australian income tax legislation the Trust is not liable for income tax provided that unitholders are presentl y entitled to all the net income of the Trust each year. Accordingly, no income or deferred tax is recorded in these financial statements. The liability for capital gain tax that may arise if the Trust’s property is sold is not accounted for in these financial sta tements. New or amended Accounting Standards and Interpretations adopted There are no new and revised Standards and amendments thereto and Interpretations effective for the current year that are relevant to the Trust. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Accounting Standards and Interpretations issued that are not yet mandatory but may be relevant to the Trust are summarised below: ● AASB 2024-2: Amendments to AASB 7 & AASB 9 – Classification & Measurement of Financial Instruments (Effective date: 1 January 2026) ● AASB 18: Presentation & Disclosure in Financial Statements (Effective date: 1 January 2027) The Trust continues to assess the impact of the foregoing new and amended accounting standards and interpretations effective subsequent to 31 December 2025 on the Trust's financial statements in the period of initial application. Additional disclosur es required by these amendments will be included in the Trust's financial statements when these new standards and amendments are adopted.
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 14 Note 3. Critical accounting judgements, estimates and assumptions In applying the Trust’s accounting policies, which are described in note 2, the directors are required to make judgements (ot her than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 in the period of the revision and future periods if the revision affects both current and future periods. The significant estimates and judgements made have been described below. Valuation of investment property The Trust’s investment properties represent a significant balance in the statement of financial position. Investment properties are measured at fair value using valuation methods that utilise inputs based on estimates. The methodology applied is a combination of the valuations determined using the discounted cash flow (DCF) method, the income capitalisation method, the direct comparison method and transaction prices where relevant (refer to note 12 for discussion about each methodology). Independent valuations are adopted for investment properties determined using property valuation models that rely on the use of inputs that are not based on readily observable market data. The significant valuation inputs are as follows: ● Annual net property income – represents the contracted amount for which the property is leased. ● Capitalisation rate – the rate at which the net market income is capitalised to determine the value of the property. The rate is determined with regard to market evidence. ● Discount rate – the rate of return used to convert the monetary sum, payable or receivable in the future, into present value. It reflects 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 regard to market evidence. ● Terminal yield – the capitalisation rate used to estimate the residual value of the cash flows associated with the investment property at the end of the expected holding period. Changes in these unobservable inputs will ultimately impact on the fair value of the investment properties recorded. Note 4. Segment information Management of GemLife Group Ltd have determined that the Trust has one operating segment. The segment is Community Operations which involves the leasing and maintenance of investment properties. This is based on internal reporting assessed by the Chief Executive Officer of GemLife Group Ltd (who is identified as the Chief Operating Decision Maker (“CODM”)).
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 15 Note 5. Revenue Revenue from continuing operations 2025 2024 Revenue from contracts with customers: $'000 $'000 Site fees* 1,116 1,669 Operating lease income* 631 - Commission on resales^ 31 - 1,778 1,669 * revenue is recognised over time ^ revenue is recognised at a point in time On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd (“GemLife Operations”), a related party, to manage the operations of the Trust property effective 30 June 2025. Under this arrangement, the Trust ear ns operating lease income from GemLife Operations, and the site fees are now payable to GemLife Operations. Following this arrangement, more than 10% of revenue transaction s are from a single customer, GemLife Operations. Note 6. Other income 2025 2024 $'000 $'000 Recovery of utilities and recharges 123 55 Sundry income 3 4 126 59 Note 7. Administrative expenses Administrative expenses include $ 124k (2024: nil) of restructuring and Initial Public Offering (IPO) transaction costs paid by a related party (refer to note 22). Note 8. Finance expenses 2025 2024 $'000 $'000 Interest expense - related party 1,373 1,939 Interest expense - related party relates to interest costs incurred on borrowings from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for th e year was 5.60% (2024: 5.87%).
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 16 Note 9. Basic and diluted earnings / (loss) per unit 2025 2024 Profit for the year attributable to the unitholders of GTH Resorts No 3 Trust ($'000) 1,054 (18,828) Weighted average number of ordinary units of the Trust (number of units) * 286,933,615 200,000,000 Adjustments for calculation of diluted earnings per unit: Rights over ordinary units 242,030 - Weighted average number of ordinary units used in calculating diluted earnings per unit 287,175,645 200,000,000 Basic earnings per unit (cents per unit) 0.37 (9.41) Diluted earnings per unit (cents per unit) 0.37 (9.41) * The stapled group that the Trust belongs to undertook a restructure during the year. As part of the restructure, the units of the Trust were subdivided (refer to note 17). The comparative weighted average number of units has accordingly been rebased. Note 10. Trade and other receivables 2025 2024 $'000 $'000 Other receivables - 16 Goods and services tax receivable 3 - 3 16 Note 11. Other current assets 2025 2024 $'000 $'000 Prepayments - 12 Note 12. Investment properties 2025 2024 At fair value $'000 $'000 Investment property 37,000 35,750 Total investment properties 37,000 35,750 Movements in carrying amounts of investment properties Carrying value at the beginning of the year 35,750 53,500 Gain/(loss) on change in fair value 1,250 (17,750) Carrying value at the end of the year 37,000 35,750 Investment properties relate to land and facilities owned by the Trust currently classified as Completed Sites. The main categories under which the investment properties are classified by the Trust are:
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 Note 12. Investment properties (continued) 17 ● Balance Land - Greenfield and DA Approved Pipeline - Greenfield Pipeline reflects projects which the Trust owns, or will own on completion, but for which DA approval has not been granted. DA Approved Pipeline reflects communities / sites where DA approval has been granted but development is yet to commence. ● Sites Under Development - reflects communities which are under development by the Trust, including sites which are partly occupied by homeowners (<95%). ● Completed Sites - communities substantially fully occupied by homeowners (≥95%). Valuations of investment properties are carried out at each reporting period and the following are the methodologies applied. (i) Market Approach - direct comparison This method is utilised primarily to value land relating to greenfield and pipeline sites. The market approach provides an indication of the value by comparing the property with identical or comparable properties for which price information is available. (ii) Capitalisation of income method This method is utilised primarily to value active or operational communities. Under the capitalisation method, fair value is estimated using assumptions regarding the expectation of future benefits. This method involves estimating a sustainable net operating income profile of a property and applying a capitalisation rate into perpetuity. The capitalisation rate is based on current market evidence. The sustainable net operating income profile of a property takes into account occupancy, rental income and operating expenses. (iii) Discounted cash flow method The discounted cash flow method is primarily used to value balance land relating to under development sites. Under the discounted cash flow method ("DCF"), fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. The DCF utilises the forecasted cash flow of the property for a defined future period, discounted back to the valuation date, resulting in a present -day value estimate. The discount rate in the DCF model is typically a market driven rate and has regard to the time value of money, along with the risk profile of the cash flow. The key assumptions and unobservable inputs applied in the valuations is noted in the below table: Class of assets 2025 2024 2025 2024 Valuation (Level 3) $'000 $'000 Fair value input Assumptions Assumptions techniques Completed Sites 37,000 35,750 Capitalisation rate 5.00%-5.25% 4.90%-5.25% Income capitalisation When investment property (undeveloped land) is acquired by the Trust, it is recognised at cost including acquisition costs (f or example stamp duty). After Development Approval is obtained and development commences, the fair value of investment property typically increases to reflect land improvement costs incurred and the market value of the sites included in that investment property based on future cash flows from home development profits and long -term operating net cash from rental of the sites. As a result of the Trust’s business model, when a home is sold this reduces the value attributed to that site included in the investment property valuation. This reduction in value is reflected in the value of the investment property at the next repor ting date. This reduction represents the realisation of the development value as properties are transferred from development to completed sites. The net change in value of investment property in each reporting period is influenced by many different other factors, in addition to the decrease in fair value of investment property due to home sales during the period:
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 Note 12. Investment properties (continued) 18 ● DA approval being received, or other changes to the scope of the project in the period, may result in an increase in value. ● Capital expenditure in the period, which is expected to increase the value of sites (i.e. beyond the value of the capital expenditure). ● Development milestones (i.e. certain milestones such as completion of the community clubhouse) which would drive up average price/margin for homes. ● Additions/disposal of adjacent land sites which would increase/decrease the fair value of investment property. ● Unwinding of net present value of cash flows from development sites not sold during the reporting period. ● Change in macroeconomic factors, which impact average sale price, construction costs, discount rates and cap rates. ● Changes in average sales prices due to changes in the mix of the number of units remaining to be settled and the valuation of the units (i.e. generally positive through the life of the development). The carrying value of investment properties at the reporting date have been pledged as security in relation to borrowings by GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The gain on changes in fair value of investment properties of $1,250,000 (2024: loss $17,750,000) comprises of gains relating to completed sites. Note 13. Property, plant and equipment 2025 2024 $'000 $'000 Plant and equipment - at cost - 57 Less: Accumulated depreciation - (14) - 43 Capital work-in-progress - at cost - 11 - 54 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out be low: Plant and Capital work- equipment in-progress Total $'000 $'000 $'000 Balance at 1 January 2024 9 - 9 Additions 40 11 51 Depreciation expense (6) - (6) Balance at 1 January 2025 43 11 54 Additions 7 - 7 Transfers in/(out) 11 (11) - Depreciation expense (12) - (12) Transfer to a related party (note 22) (49) - (49) Balance at 31 December 2025 - - -
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 19 Note 14. Trade and other payables 2025 2024 $'000 $'000 Accrued expenses 16 79 Goods and services tax payable - 7 Other payables - 203 16 289 Refer to note 19 for further information on financial instruments. Note 15. Unearned income 2025 2024 $'000 $'000 Site fees received in advance - 55 Note 16. Borrowings 2025 2024 Non-current liabilities $'000 $'000 Secured notes - related parties* - 1,368 Other related party loan^ 15,397 23,640 15,397 25,008 * Secured notes relate to notes issued to the unitholders. Interest on secured notes was accrued at a rate of 13.26% (2024: 13.26%). The loan has been fully paid during the year. ^ The related party loan relates to a loan from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan was variable and the average rate for the period was 5.60% (2024: 5.87%). The loan maturity date is June 2029 (2024: November 2026). Borrowings are classified as current liabilities unless the Trust has a right to defer settlement of the liability for at lea st twelve months after the reporting date. Refer to note 22 for further information on related party transactions and balances. Note 17. Contributed equity 2025 2024 2025 2024 Units Units $'000 $'000 Units - fully paid 380,288,462 2,000 10,479 2 Units issue costs - - (425) - 380,288,462 2,000 10,054 2
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 Note 17. Contributed equity (continued) 20 Movements in ordinary Unit capital Details Date Units $'000 Balance 1 January 2024 2,000 2 Balance 31 December 2024 2,000 2 Securities conversion (subdivided into)* 7 July 2025 199,998,000 - Issue of units upon IPO 8 July 2025 180,288,462 10,477 Balance 31 December 2025 380,288,462 10,479 * On 7 July 2025, Trust undertook a security subdivision of 100,000 securities for every 1 security. Note 18. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Note 19. Financial instruments Financial risk management objectives At 31 December 2025, the Trust’s principal financial instruments comprise receivables, payables and related party loans. The main risks arising from the Trust’s financial instruments are interest rate and liquidity risks. The Trust manages its exposure to these risks primarily through its borrowing policy. The Trust’s management team regularly reviews those risks. Interest rate risk The Trust’s exposure to the risk of changes in market interest rates arises primarily from related party loans from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The main consequence of adverse changes in market interest rates is higher interest costs, reducing the Trust’s profit. The impact of an increase or decrease in average interest rate of 1% (100bps) at reporting date, with all other variables hel d constant, is illustrated below. This analysis is based on interest rate risk exposures in existence as at 31 December 2025. 100 basis points increase 100 basis points decrease 2025 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan (154) 154 100 basis points increase 100 basis points decrease 2024 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan (236) 236
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 Note 19. Financial instruments (continued) 21 Liquidity risk The main objective of liquidity risk management is to reduce the risk that the Trust does not have the resources available to meet its financial obligations and working capital and committed capital expenditure requirements. The contractual maturities of the Trust’s non-derivative financial liabilities at the reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities at market rates. 1 year or less Between 1 and 5 years Over 5 years Total 2025 $'000 $'000 $'000 $'000 Trade and other payables 16 - - 16 Borrowings 1,169 18,772 - 19,941 Total non-derivatives 1,185 18,772 - 19,957 1 year or less Between 1 and 5 years Over 5 years Total 2024 $'000 $'000 $'000 $'000 Trade and other payables 289 - - 289 Borrowings 1,727 31,591 - 33,318 Total non-derivatives 2,016 31,591 - 33,607 Note 20. Fair value measurement Fair value hierarchy The following tables detail the Trust's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either direc tly or indirectly Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total 2025 $'000 $'000 $'000 $'000 Assets Investment properties - - 37,000 37,000 Total assets - - 37,000 37,000 Level 1 Level 2 Level 3 Total 2024 $'000 $'000 $'000 $'000 Assets Investment properties - - 35,750 35,750 Total assets - - 35,750 35,750 There were no transfers between levels during the year. The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to their short- term nature. Valuation techniques for fair value measurements categorised within level 2 and level 3 Investment properties are measured at fair value. Refer to note 12 for further information on fair value measurement.
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 22 Note 21. Remuneration of auditors The auditor of the Trust is Deloitte Touche Tohmatsu and the fee for services provided by Deloitte Touche Tohmatsu for the audit of the financial statements were borne by GemLife Administration Pty Ltd (a related party) and relate to the audit of the sta pled group that the Trust belongs to. Note 22. Related party transactions Stapled group and responsible entity As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a number of companies and other trusts to form a single group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times.
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 Note 22. Related party transactions (continued) 23 The entities within the stapled group at 31 December 2025 (and 31 December 2024) were: Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GemLife Communities Pty Ltd Yes Yes GemLife Administration Pty Ltd Yes Yes GemLife Assets Pty Ltd Yes Yes Gemstone Joinery Pty Ltd Yes Yes GemLife Finance Pty Ltd Yes Yes GemLife Funds Pty Ltd Yes Yes Prospecta Utilities Pty Ltd Yes Yes Prospecta Utilities APAC Pty Ltd Yes Yes Prospecta Telco Advisory Pty Ltd^^ No Yes Prospecta Telco Retail Pty Ltd Yes Yes GTH Project No 1 Pty Ltd Yes Yes GTH Project No 2 Pty Ltd Yes Yes GemLife Group Ltd (formerly known as GTH Project No. 4 Pty Ltd) Yes Yes GTH Project No 6 Pty Ltd Yes Yes Gemlife Communities (QLD) Operations Pty Ltd (formerly GTH Resorts No 25 Pty Ltd) Yes Yes Gemlife Communities (NSW) Operations Pty Ltd (formerly GTH Resorts No 26 Pty Ltd) Yes Yes Gemlife Communities (VIC) Operations Pty Ltd (formerly GTH Resorts No 27 Pty Ltd) Yes Yes GemLife Trust** Yes No GTH Resorts No 1 Pty Ltd (as trustee for GTH Resorts No 1 Unit Trust) Yes Yes GTH Resorts No 2 Pty Ltd (as trustee for GTH Resorts No 2 Trust)*** Yes Yes GTH Resorts No 3 Pty Ltd (as trustee for GTH Resorts No 3 Trust)*** Yes Yes GTH Resorts No 4 Pty Ltd (as trustee for GTH Resorts No 4 Trust)*** Yes Yes GTH Resorts No 5 Pty Ltd (as trustee for GTH Resorts No 5 Unit Trust) Yes Yes GTH Resorts No 6 Pty Ltd (as trustee for GTH Resorts No 6 Trust)*** Yes Yes GTH Resorts No 7 Pty Ltd (as trustee for GTH Resorts No 7 Unit Trust) Yes Yes GTH Resorts No 8 Pty Ltd (as trustee for GTH Resorts No 8 Trust)*** Yes Yes GTH Resorts No 9 Pty Ltd (as trustee for GTH Resorts No 9 Unit Trust) Yes Yes GTH Resorts No 10 Pty Ltd (as trustee for GTH Resorts No 10 Unit Trust) Yes Yes GTH Resorts No 11 Pty Ltd (as trustee for GTH Resorts No 11 Trust)*** Yes Yes GTH Resorts No 12 Pty Ltd (as trustee for GTH Resorts No 12 Trust)*** Yes Yes GTH Resorts No 14 Pty Ltd (as trustee for GTH Resorts No 14 Unit Trust) Yes Yes GTH Resorts No 15 Pty Ltd (as trustee for GTH Resorts No 15 Trust)*** Yes Yes GTH Resorts No 16 Pty Ltd (as trustee for GTH Resorts No 16 Unit Trust) Yes Yes GTH Resorts No 17 Pty Ltd (as trustee for GTH Resorts No 17 Unit Trust) Yes Yes GTH Resorts No 18 Pty Ltd (as trustee for GTH Resorts No 18 Unit Trust) Yes Yes GTH Resorts No 19 Pty Ltd (as trustee for GTH Resorts No 19 Trust)*** Yes Yes GTH Resorts No 20 Pty Ltd (as trustee for GTH Resorts No 20 Unit Trust) Yes Yes GTH Resorts No 21 Pty Ltd (as trustee for GTH Resorts No 21 Unit Trust) Yes Yes GTH Resorts No 22 Pty Ltd (as trustee for GTH Resorts No 22 Unit Trust) Yes Yes GTH Resorts No 23 Pty Ltd (as trustee for GTH Resorts No 23 Unit Trust) Yes Yes GTH Resorts No 24 Pty Ltd (as trustee for GTH Resorts No 24 Unit Trust) Yes Yes GemLife Resorts No 25 Pty Ltd (as trustee for GTH Resorts No 25 Unit Trust)**** Yes No GemLife Resorts No 26 Pty Ltd (as trustee for GTH Resorts No 26 Unit Trust)**** Yes No GemLife Resorts No 27 Pty Ltd (as trustee for GTH Resorts No 27 Unit Trust)**** Yes No
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 Note 22. Related party transactions (continued) 24 Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GTH Resorts No 1 Unit Trust* Yes Yes GTH Resorts No 2 Trust Yes Yes GTH Resorts No 4 Trust Yes Yes GTH Resorts No 5 Unit Trust* Yes Yes GTH Resorts No 6 Trust Yes Yes GTH Resorts No 7 Unit Trust* Yes Yes GTH Resorts No 8 Trust Yes Yes GTH Resorts No 9 Unit Trust* Yes Yes GTH Resorts No 10 Unit Trust* Yes Yes GTH Resorts No 11 Trust Yes Yes GTH Resorts No 12 Trust Yes Yes GTH Resorts No 14 Unit Trust* Yes Yes GTH Resorts No 15 Trust Yes Yes GTH Resorts No 16 Unit Trust* Yes Yes GTH Resorts No 17 Unit Trust* Yes Yes GTH Resorts No 18 Unit Trust * Yes Yes GTH Resorts No 19 Trust Yes Yes GTH Resorts No 20 Unit Trust* Yes Yes GTH Resorts No 21 Unit Trust* Yes Yes GTH Resorts No 22 Unit Trust* Yes Yes GTH Resorts No 23 Unit Trust* Yes Yes GTH Resorts No 24 Unit Trust* Yes Yes GTH Resorts No 25 Unit Trust* Yes Yes GTH Resorts No 26 Unit Trust* Yes Yes GTH Resorts No 27 Unit Trust* Yes Yes GemAliria Pty Ltd*^ Yes No Gemstone Lifestyle No 2 Pty Ltd*^ Yes No Gemstone Lifestyle No 3 Pty Ltd*^ Yes No Gemstone Lifestyle No 4 Pty Ltd*^ Yes No Gemstone Lifestyle No 5 Pty Ltd*^ Yes No Gemstone Lifestyle No 6 Pty Ltd*^ Yes No Gemstone Lifestyle No 7 Pty Ltd*^ Yes No Gemstone Lifestyle No 8 Pty Ltd*^ Yes No Gemstone Lifestyle No 9 Pty Ltd*^ Yes No *During the year ended 31 December 2025, GemLife Trust became the holding entity for these trusts and companies. ^ On 15 July 2025, GemLife Trust acquired 100% of the issued share capital of GemAliria Pty Ltd and its subsidiaries from a group ultimately controlled by a director of GemLife Group Ltd ^^ Prospecta Telco Advisory Pty Ltd was deregistered on 22 July 2025. *** On 16 May 2025, these entities were retired as trustees of their respective unit trusts. **** These entities were incorporated on 9 September 2025 and were established as trustees of their respective unit trusts on 12 November 2025. Transactions with entities within the stapled group are related party transactions. The Responsible Entity of the Trust is Equity Trustees Limited. The Responsible Entity, schemes managed by the Responsible Entity and key management personnel of the Responsible Entity are related parties to the Trust. Accordingly, transactions with the entities and parties noted above are related party transactions.
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 Note 22. Related party transactions (continued) 25 Key management personnel The persons who were directors of GTH Resorts No 3 Pty Ltd (as Trustee of the Trust to 16 May 2025): Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The persons who were directors of Equity Trustees Limited at any time since 16 May 2025 up to the date of this report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Other key management personnel: There were no other key management personnel with responsibility for planning, directing and controlling the activities of th e Trust, directly or indirectly during the year. There were no transactions with key management personnel during the reporting year (2024: nil). Transactions with related parties The following transactions occurred with related parties: 2025 2024 $ $ Operating lease income^ 630,819 - Restructuring and IPO costs paid by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) on behalf of the Trust including costs recorded as a deduction from equity (548,720) - Service fees charged by the GemLife Administration Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (147,784) (266,876) Interest expense charged by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (1,333,575) (1,938,805) Transfer of assets to GemLife Communities (QLD) Operations Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to)* (49,090) - Custodian and Responsible Entity fees paid to EQT Australia Limited (35,089) - ^ On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd, a related party, to manage the operations of the Trust property, effective 30 June 2025. Under this arrangement, the Trust earns operating lease income from GemLife Operations based on the rent calculation set out in the agreement. The agreement expires on 29 June 2045. * During the year, the Trust transferred all of its property, plant and equipment to GemLife Communities (QLD) Operations Pty Ltd (GemLife Operations) and GemLife Assets Pty Ltd at carrying value on loan account.
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 Note 22. Related party transactions (continued) 26 Loans from related parties The following balances are outstanding at the reporting date in relation to loans with related parties: 2025 2024 $ $ Non-current borrowings: Secured notes from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) - (1,368,360) Loan from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (15,397,282) (23,032,244) Note 23. Events after the reporting year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Note 24. Reconciliation of profit/(loss) to net cash used in operating activities 2025 2024 $'000 $'000 Profit/(loss) for the year 1,054 (18,828) Adjustments for: Restructuring and IPO costs paid by a related party 124 - Depreciation and amortisation 12 6 Gain / (loss) on change in fair value of investment property (1,250) 17,750 Interest income earned (1) (1) Finance cost incurred 1,373 1,939 Interest income received 1 1 Interest and other finance costs paid (1,240) (1,564) Change in operating assets and liabilities: Decrease in trade and other receivables 13 25 Decrease/(increase) in other assets 12 (7) (Decrease)/Increase in trade and other payables (273) 209 (Decrease)/Increase in unearned income (55) 26 Net cash used in operating activities (230) (444)
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GTH Resorts No 3 Trust Notes to the financial statements 31 December 2025 27 Note 25. Non-cash financing activities The movement in related party borrowings includes the following non -cash transactions: 2025 2024 $'000 $'000 Restructuring and IPO costs paid by a related party (124) - Finance expenses accrued (133) (375) Transfer of property, plant and equipment to a related party 49 - Units issued net of transaction costs 10,052 - Total non-cash transactions 9,844 (375) Movement in related party borrowings (9,611) 866 Net proceeds in relation to related party borrowings 233 491
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GTH Resorts No 3 Trust Directors' declaration 31 December 2025 28 In the opinion of the directors of the Responsible Entity: (a) The financial statements and notes set out on pages 6 to 27 are in accordance with the Corporations Act 2001, including: i. complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii. giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its performance for the year ended on that date. (b) There are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable; and (c) Note 1 confirms that the financial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the directors of Equity Trustees Limited through a delegated auth ority given by Equity Trustees Limited’s Board. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au Independent Auditor’s Report to the Unitholders of GTH Resorts No 3 Trust Opinion We have audited the financial report of GTH Resorts No 3 Trust (the “Trust”) which comprises the statement of financial position as at 31 December 2025 , the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information and the directors’ declaration. In our opinion, the accompanying financial report of the Trust is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its financial performance for the year then ended; and • Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. 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 Trust in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors, would be in the same terms if given to the directors as at the time of this auditor’s report. 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 financial report for 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. Key Audit Matter How the scope of our audit responded to the Key Audit Matter Valuation of investment properties Refer to notes 2, 3 and 12 of the financial statements. At 31 December 2025 the Trust’s statement of financial position included investment properties of $37 million (99.99% of the Trust’s total assets). Our audit procedures included but were not limited to: • Obtained an understanding of management’s process and policies in relation to the valuation of investment properties; • Evaluated the design and implementation of controls relevant to the valuation of investment properties; 29
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As disclosed in note 12, investment properties are carried at fair value. The valuation of investment properties involves judgement that includes selecting an appropriate valuation methodology and valuation assumptions that include: • Income capitalisation rates; • Discount rates; • Weekly site rentals per villa; and • Terminal yields. These apply to each of the investment property categories held by the Trust, being Balance Land, Sites Under Development and Completed Sites, as applicable. The Trust determined the value of investment properties with reference to independent external valuations. Given the financial significance of investment properties and the subjectivity and sensitivity of the valuation methodologies and assumptions, we consider the valuation of investment properties to be a key audit matter. • Assessed the qualifications, competence and objectivity of the independent external valuer; • Together with Deloitte real estate valuation experts, assessed the valuation of the Balance Land, Sites Under Development and Completed Sites investment property categories by performing the following procedures as applicable: o Held discussions with and made enquiries of management and the external valuer in relation to the investment property valuation approach; o Assessed the appropriateness of the valuation methodologies applied; o Assessed the appropriateness of the key assumptions used in the valuation including the: ▪ Income capitalisation rates; ▪ Discount rates; ▪ Weekly site rentals per villa; and ▪ Terminal yields; by comparing the assumptions against market data and comparable transactions as appropriate. • On a sample basis, tested the appropriateness of capital expenditure to investment property as applicable; • Obtained the investment properties fair value reconciliation of opening to closing fair values and assessed the completeness of fair value movements during the year as applicable; and • Assessed the adequacy and appropriateness of the disclosures in the notes to the financial statements. Other Matter The financial information of the Trust for the year ended 3 1 December 2024 was audited as part of the consolidated financial statements of GemLife Group Ltd (formerly known as GTH Project No 4 Pty Ltd). No audit report was issued on the stand -alone financial statements of the Trust as the Trust was not a disclosing entity at that date. Other Information The directors of Equity Trustees Limited, as Responsible Entity of the Trust (the “directors”), are responsible for the other information. The other information comprises the directors’ report on the Trust and the financial statements of GemLife Group Ltd, GemLife Trust, GTH Resorts No 2 Trust, GTH Resorts No 4 Trust, GTH Resorts No 6 Trust, GTH Resorts No 8 Trust, GTH Resorts No 11 Trust, GTH Resorts No 12 Trust, GTH Resorts No 15 Trust and GTH Resorts No 19 Trust (but does not include the financial report of the Trust and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report, and also includes the GemLife Group Ltd annual report for the year ended 31 December 2025, which is expected to be made available to us after the date of this audit report. 30
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Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, 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. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the GemLife Group Ltd annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action. Responsibilities of the Directors for the Financial Report The directors are responsible: • For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust in accordance with Australian Accounting Standards; and • For such internal control as the directors determine is necessary to enable the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust, and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the ability of the Trust 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 Trust or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are 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 the Australian Auditing Standards 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 this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, 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 fo r 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 Trust’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. 31
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• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’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 financial report or, if such disclosures are inadequate, to modify our op inion. 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 Trust to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. 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 to 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 financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s repor t 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. DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Brisbane, 25 February 2026 32
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GTH Resorts No 4 Trust ARSN 687 163 408 Financial Statements For the year ended 31 December 2025
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GTH Resorts No 4 Trust Contents 31 December 2025 1 Directors' report 2 Auditor's independence declaration 5 Statement of profit or loss and other comprehensive income 6 Statement of financial position 7 Statement of changes in equity 8 Statement of cash flows 9 Notes to the financial statements 10 Directors' declaration 27 Independent auditor's report to the unitholders of GTH Resorts No 4 Trust 28
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GTH Resorts No 4 Trust Directors' report 31 December 2025 2 The directors of Equity Trustees Limited, the Responsible Entity for GTH Resorts No 4 Trust (the 'Trust') present their report together with the financial statements of the Trust for the year ended 31 December 2025. The Trust was established on 22 July 2015 and commenced operations on 1 January 2016. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission ("ASIC") on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single e conomic unit, and held by respective shareholders / unitholders in equal proportion at all times. On 3 July 2025, GemLife Group Ltd, an entity stapled to the Trust, listed on the Australian Securities Exchange ("ASX") under the ASX code: GLF (referred to as GemLife Communities Group on the ASX). On 7 July 2025, the stapled group was restructured, implementing a stapling arrangement that attached the units of the Trust to the units of nine other trusts and to the shares of GemLife Group Ltd. The Trust did not have any employees during the year. The various service providers for the Trust are detailed below: Service Provider Responsible Entity: Equity Trustees Limited* Investment Manager: GemLife Funds Limited Custodian: EQT Australia Limited Statutory Auditor: Deloitte Touche Tohmatsu * On 16 May 2025, GTH Resorts No 4 Pty Ltd retired as Trustee and Equity Trustees Limited was appointed as the Responsible Entity on the same date. Directors The trustee of the Trust up to the date of appointment of the Responsible Entity was GTH Resorts No 4 Pty Ltd (the "Trustee") and the names of the directors for the Trustee throughout the period up to 16 May 2025 were: Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The following persons held office as directors of the Trust from 16 May 2025 to the end of the year and up to the date of thi s report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Principal activities The principal activity of the Trust during the year was the ownership and lease of land and operation of land lease community assets. During the year, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property. There were no other significant changes in the nature of the Trust’s activities during the year.
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GTH Resorts No 4 Trust Directors' report 31 December 2025 3 Review of operations The Trust is part of a stapled group of which Gemlife Group Ltd is the parent. A review of the consolidated group’s operation s is included in the GemLife Group Ltd directors’ report. The statutory profit for the Trust for the year amounted to $3,774,000 (2024: $1,567,000). The statutory profit comprises an operating profit (net profit before fair valuation gain on investment property) of $1,174,0 00 (2024: $367,000) and net valuation gain of $2,600,000 (2024: $1,200,000) on investment property. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Significant changes in the state of affairs On 16 May 2025, GTH Resorts No 4 Pty Ltd retired as Trustee and Equity Trustees Limited were appointed as the Responsible Entity on the same date. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission on 28 May 2025. On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property effective 30 June 2025. There were no other significant changes in the state of affairs of the Trust during the year ended 31 December 2025. Environmental issues The Trust’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia. Proceeding on behalf of Trust No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Trust, or to intervene in any proceedings to which the Trust is a party for the purpose of taking responsibility on behalf of the Trust for all or part of those proceedings. The Trust is not a party to any such proceedings during the year. Future development and results The Trust will continue to deliver on its strategy to own master -planned land lease communities retaining ownership of the land and receiving rental income for leasing the land. Investment property valuation changes may have a material impact on the results of the Trust in future years. Future investme nt property valuation changes cannot be reliably measured at the date of this report. Indemnification and insurance of officers and auditors No insurance premiums are paid for out of the assets of the Trust in regard to insurance cover provided to the officers of Eq uity Trustees Limited. So long as the officers of Equity Trustees Limited act in accordance with the Trust’s Constitution and the law, the officers remain indemnified out of the assets of the Trust against losses incurred while acting on behalf of the Trust. The Trust has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnifie d or agreed to indemnify an officer or auditor of the Trust or of any related body corporate against a liability incurred as an of ficer or auditor. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Rounding of amounts The Trust is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding -off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars ($'000), unless otherwise indicated.
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GTH Resorts No 4 Trust Directors' report 31 December 2025 4 Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on pa ge 5. Fees paid to and interests held in the Fund by the Responsible Entity and its associates Fees paid to the Responsible Entity and its associates out of Fund property during the year are disclosed in Note 22 to the financial statements. No fees were paid out of Fund property to the directors of the Responsible Entity during the year. The number of interests in the Fund held by the Responsible Entity or its associates as at the end of the financial year are disclosed in Note 22 to the financial statements. This report is made in accordance with a resolution of the directors of Equity Trustees Limited. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au 25 February 2026 The Directors Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 4 Trust Level 1, 575 Bourke Street Melbourne, VIC, 3000 Dear Directors Auditor’s Independence Declaration to GTH Resorts No 4 Trust In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 4 Trust. As lead audit partner for the audit of the financial report of GTH Resorts No 4 Trust for the financial year ended 31 December 2025 , I declare that to the best of my knowledge and belief, there have been no contraventions of: • The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • Any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. 5
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GTH Resorts No 4 Trust Statement of profit or loss and other comprehensive income For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 6 Continuing operations Revenue 5 3,463 4,395 Other income 6 353 436 Finance income 515 3 Administration expenses 7 (1,697) (1,944) Depreciation and amortisation 14 (103) (35) Gain on change in fair value of investment property 13 2,600 1,200 Finance expenses 8 (1,357) (2,488) Profit for the year attributable to the unitholders of GTH Resorts No 4 Trust 3,774 1,567 Other comprehensive income for the year - - Total comprehensive income for the year attributable to the unitholders of GTH Resorts No 4 Trust 3,774 1,567 Note 2025 2024 Attributable to the unitholders of GTH Resorts No 4 Trust Basic earnings per unit (cents per unit) 9 1.32 0.78 Diluted earnings per unit (cents per unit) 9 1.31 0.78
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GTH Resorts No 4 Trust Statement of financial position As at 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of financial position should be read in conjunction with the accompanying notes 7 Assets Current assets Cash and cash equivalents - 2 Trade and other receivables 10 1 4 Other current assets 11 - 113 Total current assets 1 119 Non-current assets Related party loan 12 38,357 2,177 Investment properties 13 90,350 87,750 Property, plant and equipment 14 - 151 Total non-current assets 128,707 90,078 Total assets 128,708 90,197 Liabilities Current liabilities Trade and other payables 15 16 4,078 Unearned income 16 - 107 Total current liabilities 16 4,185 Non-current liabilities Borrowings 17 - 19,711 Total non-current liabilities - 19,711 Total liabilities 16 23,896 Net assets 128,692 66,301 Equity Contributed equity 18 58,619 2 Retained profits 70,073 66,299 Total equity 128,692 66,301
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GTH Resorts No 4 Trust Statement of changes in equity For the year ended 31 December 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes 8 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2024 2 64,732 64,734 Profit for the year - 1,567 1,567 Other comprehensive income for the year - - - Total comprehensive income for the year - 1,567 1,567 Balance at 31 December 2024 2 66,299 66,301 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2025 2 66,299 66,301 Profit for the year - 3,774 3,774 Other comprehensive income for the year - - - Total comprehensive income for the year - 3,774 3,774 Transactions with unitholders in their capacity as unitholders: Issue of units upon IPO (note 18) 61,095 - 61,095 Transaction costs incurred (note 18) (2,478) - (2,478) Balance at 31 December 2025 58,619 70,073 128,692
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GTH Resorts No 4 Trust Statement of cash flows For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of cash flows should be read in conjunction with the accompanying notes 9 Cash flows from operating activities Receipts from customers 4,060 5,370 Payments to suppliers (1,731) (2,030) Interest received 1 3 Interest paid (66) (156) Net cash generated from operating activities 25 2,264 3,187 Cash flows from investing activities Payments for property, plant and equipment (25) (69) Net cash used in investing activities (25) (69) Cash flows from financing activities Net proceeds/(payments) in relation to related party borrowings 26 (2,241) (3,126) Payment to unitholders - - Net movement in asset finance facilities - (6) Net cash used in financing activities (2,241) (3,132) Net decrease in cash and cash equivalents (2) (14) Cash and cash equivalents at the beginning of the financial year 2 16 Cash and cash equivalents at the end of the financial year - 2
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 10 Note 1. General information The financial statements cover GTH Resorts No 4 Trust (the "Trust") as an individual entity. The Trust is a for profit entity for the purpose of preparing the financial statements. The Trust was established on 22 July 2015 and registered as a management investment scheme on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. The entities within the stapled group at 31 December 2025 (and 31 December 2024) are disclosed in note 23. The registered office and principal place of business is: ● Level 1, 575 Bourke Street, Melbourne, VIC 3000 Australia A description of the nature of the Trust's operations and its principal activities are included in the directors' report. The financial statements were authorised for issue by the directors of the Responsible Entity on the date the Directors’ declaration was signed. The directors of the Responsible Entity have the power to amend and reissue the financial statements. Basis of preparation These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001 , Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board (AASB). These financial statements represent the first general purpose annual financial statements prepared by the Trust in complianc e with Australian Accounting Standards, including AASB 1 First-time Adoption of Australian Accounting Standards. In preparing these financial statements, the Trust has applied all relevant standards and interpretations issued by the AASB that are effective for financial reporting periods beginning on or after 1 January 2025. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Trust comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Consequently, this financial report ha s been prepared in accordance with and complies with IFRS Accounting Standards as issued by the IASB. Rounding off of amounts The Trust meets the criteria of ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and, accordingly amounts in the financial statements have been rounded to the nearest thousand dollars ($'000), unless otherwise stated. Amounts in these financial statements are stated in Australian dollars (which is the functional and presentation currency) unless oth erwise noted. Basis of measurement The financial statements have been prepared on the historical cost basis except for investment properties, which are measured at fair value. Going concern As at 31 December 2025, the Trust’s current liabilities exceeded its current assets by $15,000 (2024: $4,066,000). The Trust generated a profit for the year of $3,774,000 (2024: $1,567,000). The net assets of the Trust at 3ϭ December 2025 was $128,692,000 (2024: $66,301,000). The Trust is part of a stapled group of entities that operate as a single economic entity. The investment manager has assessed the net current liability and overall financial position of the Trust and determined that the Trust has sufficient liquidity and access to sufficient capital to meet the Trust’s obligations as and when they fall due. The financial statements have accordingly been prepared on a going concern basis.
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 11 Note 2. Material accounting policy information Material accounting policies adopted in the preparation of these financial statements are presented below and are consistent with the prior reporting period unless otherwise stated. The accounting policies that are material to the Trust are set out below. Revenue recognition Revenue from contracts with customers Revenue from contracts with customers is recognised when performance obligations have been met and control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Trust expects to be entitl ed to in exchange for those goods or services. Site rental income The site rental income relates to the fee for the lease of the land by the homeowner and services provided in relation to the operation and management of the common community facilities. Income from operating leases is recognised on a straight -line basis o ver the term of the relevant lease. Revenue from rendering services is recognised in accordance with performance obligations under the terms and conditions of the service agreements. The Trust recognises site fees over time because the customer simultaneously receives and consumes the benefit provided to them. Operating lease income Operating lease income is recognised on a straight -line basis over the lease term. Lease incentives granted are recognised as part of the operating lease income. Contingent lease income is recognised as income in the period when earned. Interest Interest income is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, wh ich is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carryi ng amount of the financial asset. Other revenue Other revenue (including commission on resale) is recognised when it is received or when the right to receive payment is established. Other income Other income comprises recharges to external parties. Other income is recognised on an accruals basis when the Trust is entit led to it. Cash and cash equivalents Cash and cash equivalents comprises cash on hand, demand deposits which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Trade and other receivables Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 12 Investment properties Investment properties comprise interests in land and buildings held for long -term rental yields and / or for capital appreciation. Investment properties include land under development as well as fully developed land. Investment properties are measured initially at cost, including transaction costs and construction costs incurred to develop the investment property, such as costs in relation to civil works, community facilities and infrastructure charges. Subsequently, investment properties are stated at fair value, reflecting market conditions at reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the statement of profit or loss and other comprehensive income i n the period they arise. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction b etween market participants at measurement date, in the principal market for the asset or liability, or the most advantageous market in its absence. It is the policy of the Trust to review the fair value of each investment property at each reporting date and revalue investm ent properties to fair value, per an independent valuation, when their carrying value is deemed to be materially different to their fair value. In determining fair values, the Trust considers relevant information including the capitalisation of rental streams using mar ket assessed capitalisation rates, expected net cash flows discounted to their present value using market determined risk -adjusted discount rates, and other available market data such as recent comparable transactions. The assessment of fair value of investment properties does not take into account potential capital gains tax assessable. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the property. Any gain or loss arising on derecognition of the investment property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or lo ss in the period in which the investment property is derecognised Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost incl udes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Plant and equipment 2-20 years Motor vehicles 8 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Trust. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Trade and other payables These amounts represent liabilities for goods and services provided to the Trust prior to the end of the financial year and w hich are unpaid. Due to their short -term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Secured notes The issue of secured notes to note holders is recognised upon satisfaction of the terms of the Note Issue Deed which includes payment of the issue price. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 13 Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non -financial assets, the fair value measurement is based on its highest and best u se. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair va lue, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non -recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applica ble, with external sources of data. Contributed equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Trust are recognised at the proceeds received, net of direct issue costs. Repurchases of the Trust’s own equity instruments are recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Trust’s own equity instruments. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the e xpense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial posit ion. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities wh ich are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Income tax Under current Australian income tax legislation the Trust is not liable for income tax provided that unitholders are presentl y entitled to all the net income of the Trust each year. Accordingly, no income or deferred tax is recorded in these financial statements. The liability for capital gain tax that may arise if the Trust’s property is sold is not accounted for in these financial sta tements.
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 14 New or amended Accounting Standards and Interpretations adopted There are no new and revised Standards and amendments thereto and Interpretations effective for the current year that are relevant to the Trust. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Accounting Standards and Interpretations issued that are not yet mandatory but may be relevant to the Trust are summarised below: ● AASB 2024-2: Amendments to AASB 7 & AASB 9 – Classification & Measurement of Financial Instruments (Effective date: 1 January 2026) ● AASB 18: Presentation & Disclosure in Financial Statements (Effective date: 1 January 2027) The Trust continues to assess the impact of the foregoing new and amended accounting standards and interpretations effective subsequent to 31 December 2025 on the Trust's financial statements in the period of initial application. Additional disclosur es required by these amendments will be included in the Trust's financial statements when these new standards and amendments are adopted. Note 3. Critical accounting judgements, estimates and assumptions In applying the Trust’s accounting policies, which are described in note 2, the directors are required to make judgements (ot her than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 in the period of the revision and future periods if the revision affects both current and future periods. The significant estimates and judgements made have been described below. Valuation of investment property The Trust’s investment properties represent a significant balance in the statement of financial position. Investment properties are measured at fair value using valuation methods that utilise inputs based on estimates. The methodology applied is a combination of the valuations determined using the discounted cash flow (DCF) method, the income capitalisation method, the direct comparison method and transaction prices where relevant (refer to note 13 for discussion about each methodology). Independent valuations are adopted for investment properties determined using property valuation models that rely on the use of inputs that are not based on readily observable market data. The significant valuation inputs are as follows: ● Annual net property income – represents the contracted amount for which the property is leased. ● Capitalisation rate – the rate at which the net market income is capitalised to determine the value of the property. The rate is determined with regard to market evidence. ● Discount rate – the rate of return used to convert the monetary sum, payable or receivable in the future, into present value. It reflects 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 regard to market evidence. ● Terminal yield – the capitalisation rate used to estimate the residual value of the cash flows associated with the investment property at the end of the expected holding period. Changes in these unobservable inputs will ultimately impact on the fair value of the investment properties recorded.
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 15 Note 4. Segment information Management of GemLife Group Ltd have determined that the Trust has one operating segment. The segment is Community Operations which involves the leasing and maintenance of investment properties. This is based on internal reporting assessed by the Chief Executive Officer of GemLife Group Ltd (who is identified as the Chief Operating Decision Maker (“CODM”)). Note 5. Revenue 2025 2024 Revenue from contracts with customers: $'000 $'000 Site fees* 2,175 4,202 Operating lease income* 1,245 - Commission on resales^ 43 193 3,463 4,395 * revenue is recognised over time ^ revenue is recognised at a point in time On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd ("GemLife Operations"), a related party, to manage the operations of the Trust property effective 30 June 2025. Under this arrangement, the Trust ear ns operating lease income from GemLife Operations, and the site fees are now payable to GemLife Operations. Following this arrangement, more than 10% of revenue transaction s are from a single customer, GemLife Operations. Note 6. Other income 2025 2024 $'000 $'000 Recovery of utilities and recharges 347 423 Sundry income 6 13 353 436 Note 7. Administrative expenses Administrative expenses include $ 721k (2024: nil) of restructuring and Initial Public Offering (IPO) transaction costs paid by a related party (refer to note 23). Note 8. Finance expenses 2025 2024 $'000 $'000 Secured notes interest expense 1,291 2,287 Interest expense - related party - 201 Other interest expense 66 - 1,357 2,488 Interest expense - related party relates to interest costs incurred on borrowings from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for th e year was 5.60% (2024: 5.87%).
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 16 Note 9. Basic and diluted earnings per unit 2025 2024 Profit for the year attributable to the unitholders of GTH Resorts No 4 Trust ($'000) 3,774 1,567 Weighted average number of ordinary units of the Trust (number of units) * 286,933,615 200,000,000 Adjustments for calculation of diluted earnings per unit: Rights over ordinary units 242,030 - Weighted average number of ordinary units used in calculating diluted earnings per unit 287,175,645 200,000,000 Basic earnings per unit (cents per unit) 1.32 0.78 Diluted earnings per unit (cents per unit) 1.31 0.78 * The stapled group that the Trust belongs to undertook a restructure during the year. As part of the restructure, the units of the Trust were subdivided (refer to note 18). The comparative weighted average number of units has accordingly been rebased. Note 10. Trade and other receivables 2025 2024 $'000 $'000 Other receivables - 4 Goods and services tax receivable 1 - 1 4 Note 11. Other current assets 2025 2024 $'000 $'000 Accrued income - 83 Prepayments - 30 - 113 Note 12. Related party loan 2025 2024 $'000 $'000 Interest bearing loan 38,357 2,177 The related party loan relates to a loan from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entitie s that the Trust belongs to. Interest on the loan is variable and the average rate for the period was 5.60% (2024: 5.87%). The loan maturity date is June 2029 (2024: November 2026). Refer to note 23 for further information on related party transactions and balances.
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 17 Note 13. Investment properties 2025 2024 At fair value $'000 $'000 Investment property 90,350 87,750 Total investment properties 90,350 87,750 Movements in carrying amounts of investment properties Carrying value at the beginning of the year 87,750 86,550 Gain on change in fair value 2,600 1,200 Carrying value at the end of the year 90,350 87,750 Investment properties relate to land and facilities owned by the Trust currently classified as Completed Sites. The main categories under which the investment properties are classified by the Trust are: ● Balance Land - Greenfield and DA Approved Pipeline - Greenfield Pipeline reflects projects which the Trust owns, or will own on completion, but for which DA approval has not been granted. DA Approved Pipeline reflects communities / sites where DA approval has been granted but development is yet to commence. ● Sites Under Development - reflects communities which are under development by the Trust, including sites which are partly occupied by homeowners (<95%). ● Completed Sites - communities substantially fully occupied by homeowners (≥95%). Valuations of investment properties are carried out at each reporting period and the following are the methodologies applied. (i) Market Approach - direct comparison This method is utilised primarily to value land relating to greenfield and pipeline sites. The market approach provides an indication of the value by comparing the property with identical or comparable properties for which price information is available. (ii) Capitalisation of income method This method is utilised primarily to value active or operational communities. Under the capitalisation method, fair value is estimated using assumptions regarding the expectation of future benefits. This method involves estimating a sustainable net operating income profile of a property and applying a capitalisation rate into perpetuity. The capitalisation rate is based on current market evidence. The sustainable net operating income profile of a property takes into account occupancy, rental income and operating expenses. (iii) Discounted cash flow method The discounted cash flow method is primarily used to value balance land relating to under development sites. Under the discounted cash flow method ("DCF"), fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. The DCF utilises the forecasted cash flow of the property for a defined future period, discounted back to the valuation date, resulting in a present -day value estimate. The discount rate in the DCF model is typically a market driven rate and has regard to the time value of money, along with the risk profile of the cash flow. The key assumptions and unobservable inputs applied in the valuations is noted in the below table:
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 Note 13. Investment properties (continued) 18 Class of assets 2025 2024 2025 2024 Valuation (Level 3) $'000 $'000 Fair value input Assumptions Assumptions techniques Completed Sites 90,350 87,750 Capitalisation rate 5.00%-5.15% 4.90%-5.25% Income capitalisation When investment property (undeveloped land) is acquired by the Trust, it is recognised at cost including acquisition costs (f or example stamp duty). After Development Approval is obtained and development commences, the fair value of investment property typically increases to reflect land improvement costs incurred and the market value of the sites included in that investment property based on future cash flows from home development profits and long -term operating net cash from rental of the sites. As a result of the Trust’s business model, when a home is sold this reduces the value attributed to that site included in the investment property valuation. This reduction in value is reflected in the value of the investment property at the next repor ting date. This reduction represents the realisation of the development value as properties are transferred from development to completed sites. The net change in value of investment property in each reporting period is influenced by many different other factors, in addition to the decrease in fair value of investment property due to home sales during the period: ● DA approval being received, or other changes to the scope of the project in the period, may result in an increase in value. ● Capital expenditure in the period, which is expected to increase the value of sites (i.e. beyond the value of the capital expenditure). ● Development milestones (i.e. certain milestones such as completion of the community clubhouse) which would drive up average price/margin for homes. ● Additions/disposal of adjacent land sites which would increase/decrease the fair value of investment property. ● Unwinding of net present value of cash flows from development sites not sold during the reporting period. ● Change in macroeconomic factors, which impact average sale price, construction costs, discount rates and cap rates. ● Changes in average sales prices due to changes in the mix of the number of units remaining to be settled and the valuation of the units (i.e. generally positive through the life of the development). The carrying value of investment properties at the reporting date have been pledged as security in relation to borrowings by GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The gain on changes in fair value of investment properties of $2,600,000 (2024: $1,200,000) comprises of gains relating to completed sites. Note 14. Property, plant and equipment 2025 2024 $'000 $'000 Plant and equipment - at cost - 249 Less: Accumulated depreciation - (123) - 126 Motor vehicles - at cost - 148 Less: Accumulated depreciation - (123) - 25 - 151
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 Note 14. Property, plant and equipment (continued) 19 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out be low: Plant and Motor equipment vehicles Total $'000 $'000 $'000 Balance at 1 January 2024 78 39 117 Additions 69 - 69 Depreciation expense (21) (14) (35) Balance at 1 January 2025 126 25 151 Additions 25 - 25 Transfer from a related party (note 23) 1,112 - 1,112 Depreciation expense (97) (6) (103) Transfer to a related party (note 23) (1,166) (19) (1,185) Balance at 31 December 2025 - - - Note 15. Trade and other payables 2025 2024 $'000 $'000 Accrued expenses 16 37 Amount payable to unitholders* - 3,541 Goods and services tax payable - 24 Other payables - 476 16 4,078 * Amount payable to unitholders has been fully paid during the year. Refer to note 20 for further information on financial instruments. Note 16. Unearned income 2025 2024 $'000 $'000 Site fees received in advance - 107 Note 17. Borrowings 2025 2024 Non-current liabilities $'000 $'000 Secured notes - related parties* - 19,711 * Secured notes relate to notes issued to the unitholders. Interest on secured notes was accrued at a rate of 13.26% (2024: 13.26%). The loan has been fully paid during the year. Borrowings are classified as current liabilities unless the Trust has a right to defer settlement of the liability for at lea st twelve months after the reporting date.
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 Note 17. Borrowings (continued) 20 Refer to note 23 for further information on related party transactions and balances. Note 18. Contributed equity 2025 2024 2025 2024 Units Units $'000 $'000 Units - fully paid 380,288,462 2,000 61,097 2 Units issue costs - - (2,478) - 380,288,462 2,000 58,619 2 Movements in units - fully paid Details Date Units $'000 Balance 1 January 2024 2,000 2 Balance 31 December 2024 2,000 2 Securities conversion (subdivided into)* 7 July 2025 199,998,000 - Issue of units upon IPO 8 July 2025 180,288,462 61,095 Balance 31 December 2025 380,288,462 61,097 * On 7 July 2025, Trust undertook a security subdivision of 100,000 securities for every 1 security. Note 19. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Note 20. Financial instruments Financial risk management objectives At 31 December 2025, the Trust’s principal financial instruments comprise related party loans, receivables and payables. The main risks arising from the Trust’s financial instruments are interest rate and liquidity risks. The Trust manages its exposure to these risks primarily through its borrowing policy. The Trust’s management team regularly reviews those risks. Interest rate risk The Trust’s exposure to the risk of changes in market interest rates arises primarily from related party loans from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The main consequence of adverse changes in market interest rates is higher interest costs, reducing the Trust’s profit. As 31 December 2025, the Trust had no exposure to variable interest rates. Liquidity risk The main objective of liquidity risk management is to reduce the risk that the Trust does not have the resources available to meet its financial obligations and working capital and committed capital expenditure requirements. The contractual maturities of the Trust’s non-derivative financial liabilities at the reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities at market rates.
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 Note 20. Financial instruments (continued) 21 1 year or less Between 1 and 5 years Over 5 years Total 2025 $'000 $'000 $'000 $'000 Trade and other payables 16 - - 16 Borrowings - - - - Total non-derivatives 16 - - 16 1 year or less Between 1 and 5 years Over 5 years Total 2024 $'000 $'000 $'000 $'000 Trade and other payables 4,078 - - 4,078 Borrowings 2,614 32,676 - 35,290 Total non-derivatives 6,692 32,676 - 39,368 Note 21. Fair value measurement Fair value hierarchy The following tables detail the Trust's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either direc tly or indirectly Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total 2025 $'000 $'000 $'000 $'000 Assets Investment properties - - 90,350 90,350 Total assets - - 90,350 90,350 Level 1 Level 2 Level 3 Total 2024 $'000 $'000 $'000 $'000 Assets Investment properties - - 87,750 87,750 Total assets - - 87,750 87,750 There were no transfers between levels during the year. The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to their short- term nature. Valuation techniques for fair value measurements categorised within level 2 and level 3 Investment properties are measured at fair value. Refer to note 13 for further information on fair value measurement. Note 22. Remuneration of auditors The auditor of the Trust is Deloitte Touche Tohmatsu and the fee for services provided by Deloitte Touche Tohmatsu for the audit of the financial statements were borne by GemLife Administration Pty Ltd (a related party) and relate to the audit of the sta pled group that the Trust belongs to.
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 22 Note 23. Related party transactions Stapled group and responsible entity As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a number of companies and other trusts to form a single group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. The entities within the stapled group at 31 December 2025 (and 31 December 2024) were: Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GemLife Communities Pty Ltd Yes Yes GemLife Administration Pty Ltd Yes Yes GemLife Assets Pty Ltd Yes Yes Gemstone Joinery Pty Ltd Yes Yes GemLife Finance Pty Ltd Yes Yes GemLife Funds Pty Ltd Yes Yes Prospecta Utilities Pty Ltd Yes Yes Prospecta Utilities APAC Pty Ltd Yes Yes Prospecta Telco Advisory Pty Ltd^^ No Yes Prospecta Telco Retail Pty Ltd Yes Yes GTH Project No 1 Pty Ltd Yes Yes GTH Project No 2 Pty Ltd Yes Yes GemLife Group Ltd (formerly known as GTH Project No. 4 Pty Ltd) Yes Yes GTH Project No 6 Pty Ltd Yes Yes Gemlife Communities (QLD) Operations Pty Ltd (formerly GTH Resorts No 25 Pty Ltd) Yes Yes Gemlife Communities (NSW) Operations Pty Ltd (formerly GTH Resorts No 26 Pty Ltd) Yes Yes Gemlife Communities (VIC) Operations Pty Ltd (formerly GTH Resorts No 27 Pty Ltd) Yes Yes GemLife Trust** Yes No GTH Resorts No 1 Pty Ltd (as trustee for GTH Resorts No 1 Unit Trust) Yes Yes GTH Resorts No 2 Pty Ltd (as trustee for GTH Resorts No 2 Trust)*** Yes Yes GTH Resorts No 3 Pty Ltd (as trustee for GTH Resorts No 3 Trust)*** Yes Yes GTH Resorts No 4 Pty Ltd (as trustee for GTH Resorts No 4 Trust)*** Yes Yes GTH Resorts No 5 Pty Ltd (as trustee for GTH Resorts No 5 Unit Trust) Yes Yes GTH Resorts No 6 Pty Ltd (as trustee for GTH Resorts No 6 Trust)*** Yes Yes GTH Resorts No 7 Pty Ltd (as trustee for GTH Resorts No 7 Unit Trust) Yes Yes GTH Resorts No 8 Pty Ltd (as trustee for GTH Resorts No 8 Trust)*** Yes Yes GTH Resorts No 9 Pty Ltd (as trustee for GTH Resorts No 9 Unit Trust) Yes Yes GTH Resorts No 10 Pty Ltd (as trustee for GTH Resorts No 10 Unit Trust) Yes Yes GTH Resorts No 11 Pty Ltd (as trustee for GTH Resorts No 11 Trust)*** Yes Yes GTH Resorts No 12 Pty Ltd (as trustee for GTH Resorts No 12 Trust)*** Yes Yes GTH Resorts No 14 Pty Ltd (as trustee for GTH Resorts No 14 Unit Trust) Yes Yes GTH Resorts No 15 Pty Ltd (as trustee for GTH Resorts No 15 Trust)*** Yes Yes GTH Resorts No 16 Pty Ltd (as trustee for GTH Resorts No 16 Unit Trust) Yes Yes GTH Resorts No 17 Pty Ltd (as trustee for GTH Resorts No 17 Unit Trust) Yes Yes GTH Resorts No 18 Pty Ltd (as trustee for GTH Resorts No 18 Unit Trust) Yes Yes GTH Resorts No 19 Pty Ltd (as trustee for GTH Resorts No 19 Trust)*** Yes Yes GTH Resorts No 20 Pty Ltd (as trustee for GTH Resorts No 20 Unit Trust) Yes Yes GTH Resorts No 21 Pty Ltd (as trustee for GTH Resorts No 21 Unit Trust) Yes Yes GTH Resorts No 22 Pty Ltd (as trustee for GTH Resorts No 22 Unit Trust) Yes Yes GTH Resorts No 23 Pty Ltd (as trustee for GTH Resorts No 23 Unit Trust) Yes Yes GTH Resorts No 24 Pty Ltd (as trustee for GTH Resorts No 24 Unit Trust) Yes Yes
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 Note 23. Related party transactions (continued) 23 Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GemLife Resorts No 25 Pty Ltd (as trustee for GTH Resorts No 25 Unit Trust)**** Yes No GemLife Resorts No 26 Pty Ltd (as trustee for GTH Resorts No 26 Unit Trust)**** Yes No GemLife Resorts No 27 Pty Ltd (as trustee for GTH Resorts No 27 Unit Trust)**** Yes No GTH Resorts No 1 Unit Trust* Yes Yes GTH Resorts No 2 Trust Yes Yes GTH Resorts No 3 Trust Yes Yes GTH Resorts No 5 Unit Trust* Yes Yes GTH Resorts No 6 Trust Yes Yes GTH Resorts No 7 Unit Trust* Yes Yes GTH Resorts No 8 Trust Yes Yes GTH Resorts No 9 Unit Trust* Yes Yes GTH Resorts No 10 Unit Trust* Yes Yes GTH Resorts No 11 Trust Yes Yes GTH Resorts No 12 Trust Yes Yes GTH Resorts No 14 Unit Trust* Yes Yes GTH Resorts No 15 Trust Yes Yes GTH Resorts No 16 Unit Trust* Yes Yes GTH Resorts No 17 Unit Trust* Yes Yes GTH Resorts No 18 Unit Trust * Yes Yes GTH Resorts No 19 Trust Yes Yes GTH Resorts No 20 Unit Trust* Yes Yes GTH Resorts No 21 Unit Trust* Yes Yes GTH Resorts No 22 Unit Trust* Yes Yes GTH Resorts No 23 Unit Trust* Yes Yes GTH Resorts No 24 Unit Trust* Yes Yes GTH Resorts No 25 Unit Trust* Yes Yes GTH Resorts No 26 Unit Trust* Yes Yes GTH Resorts No 27 Unit Trust* Yes Yes GemAliria Pty Ltd*^ Yes No Gemstone Lifestyle No 2 Pty Ltd*^ Yes No Gemstone Lifestyle No 3 Pty Ltd*^ Yes No Gemstone Lifestyle No 4 Pty Ltd*^ Yes No Gemstone Lifestyle No 5 Pty Ltd*^ Yes No Gemstone Lifestyle No 6 Pty Ltd*^ Yes No Gemstone Lifestyle No 7 Pty Ltd*^ Yes No Gemstone Lifestyle No 8 Pty Ltd*^ Yes No Gemstone Lifestyle No 9 Pty Ltd*^ Yes No *During the year ended 31 December 2025, GemLife Trust became the holding entity for these trusts and companies. ^ On 15 July 2025, GemLife Trust acquired 100% of the issued share capital of GemAliria Pty Ltd and its subsidiaries from a group ultimately controlled by a director of GemLife Group Ltd ^^ Prospecta Telco Advisory Pty Ltd was deregistered on 22 July 2025. *** On 16 May 2025, these entities were retired as trustees of their respective unit trusts. **** These entities were incorporated on 9 September 2025 and were established as trustees of their respective unit trusts on 12 November 2025. Transactions with entities within the stapled group are related party transactions. The Responsible Entity of the Trust is Equity Trustees Limited. The Responsible Entity, schemes managed by the Responsible Entity and key management personnel of the Responsible Entity are related parties to the Trust. Accordingly, transactions with the entities and parties noted above are related party transactions.
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 Note 23. Related party transactions (continued) 24 Key management personnel The persons who were directors of GTH Resorts No 4 Pty Ltd (as Trustee of the Trust to 16 May 2025): Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The persons who were directors of Equity Trustees Limited at any time since 16 May 2025 up to the date of this report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Other key management personnel: There were no other key management personnel with responsibility for planning, directing and controlling the activities of th e Trust, directly or indirectly during the year. There were no transactions with key management personnel during the reporting year (2024: nil). Transactions with related parties The following transactions occurred with related parties: 2025 2024 $ $ Operating lease income^ 1,245,344 - Interest income charged to GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) 514,425 - Restructuring and IPO costs paid by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) on behalf of the Trust including costs recorded as a deduction from equity (3,199,720) - Service fees charged by the GemLife Administration Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (299,559) (534,116) Interest on secured notes (1,290,801) (2,287,448) Interest expense charged by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) - (200,947) Transfer of assets from GemLife Group Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) 1,111,671 - Transfer of assets to GemLife Communities (QLD) Operations Pty Ltd and GemLife Assets Pty Ltd (entities that are part of the stapled group of entities that the Trust belongs to)* (1,184,091) - Custodian and Responsible Entity fees paid to EQT Australia Limited (35,089) - ^ On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd, a related party, to manage the operations of the Trust property, effective 30 June 2025. Under this arrangement, the Trust earns operating lease income from GemLife Operations based on the rent calculation set out in the agreement. The agreement expires on 29 June 2045. * During the year, the Trust transferred all of its property, plant and equipment to GemLife Communities (QLD) Operations Pty Ltd (GemLife Operations) and GemLife Assets Pty Ltd at carrying value on loan account.
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 Note 23. Related party transactions (continued) 25 Loans to and from related parties The following balances are outstanding at the reporting date in relation to loans with related parties: 2025 2024 $ $ Non-current receivables: Loan to GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) 38,357,268 2,177,320 Current liabilities: Amount payable to unitholders - (3,540,931) Non-current borrowings: Secured notes from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) - (19,710,724) Note 24. Events after the reporting year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Note 25. Reconciliation of profit to net cash generated from operating activities 2025 2024 $'000 $'000 Profit for the year 3,774 1,567 Adjustments for: Depreciation and amortisation 103 35 Restructuring and IPO costs paid by a related party 721 - Gain on change in fair value of investment property (2,600) (1,200) Interest income earned (515) (3) Finance cost incurred 1,357 2,488 Interest income received 1 3 Interest and other finance costs paid (66) (156) Change in operating assets and liabilities: Decrease in trade and other receivables 1 94 Decrease/(increase) in other assets 113 (90) (Decrease)/Increase in trade and other payables (518) 444 (Decrease)/Increase in unearned income (107) 5 Net cash generated from operating activities 2,264 3,187 Note 26. Non-cash financing activities The movement in related party borrowings includes the following non -cash transactions:
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GTH Resorts No 4 Trust Notes to the financial statements 31 December 2025 Note 26. Non-cash financing activities (continued) 26 2025 2024 $'000 $'000 Interest income accrued 514 - Restructuring and IPO costs paid by a related party (721) - Finance expenses accrued (1,291) (2,332) Transfer of property, plant and equipment to a related party 1,184 - Transfer of property, plant and equipment from a related party (1,112) - Payments to unit holders (3,541) - Units issued net of transaction costs 58,617 - Total non-cash transactions 53,650 (2,332) Movement in related party borrowings (55,891) (794) Net proceeds/(payments) in relation to related party borrowings (2,241) (3,126)
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GTH Resorts No 4 Trust Directors' declaration 31 December 2025 27 In the opinion of the directors of the Responsible Entity: (a) The financial statements and notes set out on pages 6 to 26 are in accordance with the Corporations Act 2001, including: i. complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii. giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its performance for the year ended on that date. (b) There are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable; and (c) Note 1 confirms that the financial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the directors of Equity Trustees Limited through a delegated auth ority given by Equity Trustees Limited’s Board. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au Independent Auditor’s Report to the Unitholders of GTH Resorts No 4 Trust Opinion We have audited the financial report of GTH Resorts No 4 Trust (the “Trust”) which comprises the statement of financial position as at 31 December 2025 , the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information and the directors’ declaration. In our opinion, the accompanying financial report of the Trust is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its financial performance for the year then ended; and • Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. 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 Trust in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors, would be in the same terms if given to the directors as at the time of this auditor’s report. 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 financial report for 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. Key Audit Matter How the scope of our audit responded to the Key Audit Matter Valuation of investment properties Refer to notes 2, 3 and 13 of the financial statements. At 31 December 2025 the Trust’s statement of financial position included investment properties of $90 million (70.19% of the Trust’s total assets). Our audit procedures included but were not limited to: • Obtained an understanding of management’s process and policies in relation to the valuation of investment properties; • Evaluated the design and implementation of controls relevant to the valuation of investment properties; 28
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As disclosed in note 13, investment properties are carried at fair value. The valuation of investment properties involves judgement that includes selecting an appropriate valuation methodology and valuation assumptions that include: • Income capitalisation rates; • Discount rates; • Weekly site rentals per villa; and • Terminal yields. These apply to each of the investment property categories held by the Trust, being Balance Land, Sites Under Development and Completed Sites, as applicable. The Trust determined the value of investment properties with reference to independent external valuations. Given the financial significance of investment properties and the subjectivity and sensitivity of the valuation methodologies and assumptions, we consider the valuation of investment properties to be a key audit matter. • Assessed the qualifications, competence and objectivity of the independent external valuer; • Together with Deloitte real estate valuation experts, assessed the valuation of the Balance Land, Sites Under Development and Completed Sites investment property categories by performing the following procedures as applicable: o Held discussions with and made enquiries of management and the external valuer in relation to the investment property valuation approach; o Assessed the appropriateness of the valuation methodologies applied; o Assessed the appropriateness of the key assumptions used in the valuation including the: ▪ Income capitalisation rates; ▪ Discount rates; ▪ Weekly site rentals per villa; and ▪ Terminal yields; by comparing the assumptions against market data and comparable transactions as appropriate. • On a sample basis, tested the appropriateness of capital expenditure to investment property as applicable; • Obtained the investment properties fair value reconciliation of opening to closing fair values and assessed the completeness of fair value movements during the year as applicable; and • Assessed the adequacy and appropriateness of the disclosures in the notes to the financial statements. Other Matter The financial information of the Trust for the year ended 3 1 December 2024 was audited as part of the consolidated financial statements of GemLife Group Ltd (formerly known as GTH Project No 4 Pty Ltd). No audit report was issued on the stand -alone financial statements of the Trust as the Trust was not a disclosing entity at that date. Other Information The directors of Equity Trustees Limited, as Responsible Entity of the Trust (the “directors”), are responsible for the other information. The other information comprises the directors’ report on the Trust and the financial statements of GemLife Group Ltd, GemLife Trust, GTH Resorts No 2 Trust, GTH Resorts No 3 Trust, GTH Resorts No 6 Trust, GTH Resorts No 8 Trust, GTH Resorts No 11 Trust, GTH Resorts No 12 Trust, GTH Resorts No 15 Trust and GTH Resorts No 19 Trust (but does not include the financial report of the Trust and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report, and also includes the GemLife Group Ltd annual report for the year ended 31 December 2025, which is expected to be made available to us after the date of this audit report. 29
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Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, 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. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the GemLife Group Ltd annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action. Responsibilities of the Directors for the Financial Report The directors are responsible: • For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust in accordance with Australian Accounting Standards; and • For such internal control as the directors determine is necessary to enable the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust, and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the ability of the Trust 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 Trust or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are 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 the Australian Auditing Standards 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 this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, 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 fo r 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 Trust’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. 30
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• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’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 financial report or, if such disclosures are inadequate, to modify our op inion. 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 Trust to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. 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 to 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 financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s repor t 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. DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Brisbane, 25 February 2026 31
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GTH Resorts No 6 Trust ARSN 687 163 453 Financial Statements For the year ended 31 December 2025
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GTH Resorts No 6 Trust Contents 31 December 2025 1 Directors' report 2 Auditor's independence declaration 5 Statement of profit or loss and other comprehensive income 6 Statement of financial position 7 Statement of changes in equity 8 Statement of cash flows 9 Notes to the financial statements 10 Directors' declaration 28 Independent auditor's report to the unitholders of GTH Resorts No 6 Trust 29
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GTH Resorts No 6 Trust Directors' report 31 December 2025 2 The directors of Equity Trustees Limited, the Responsible Entity for GTH Resorts No 6 Trust (the 'Trust') present their report together with the financial statements of the Trust for the year ended 31 December 2025. The Trust was established on 22 July 2015 and commenced operations on 1 January 2016. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission ("ASIC") on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single e conomic unit, and held by respective shareholders / unitholders in equal proportion at all times. On 3 July 2025, GemLife Group Ltd, an entity stapled to the Trust, listed on the Australian Securities Exchange ("ASX") under the ASX code: GLF (referred to as GemLife Communities Group on the ASX) . On 7 July 2025, the stapled group was restructured, implementing a stapling arrangement that attached the units of the Trust to the units of nine other trusts and to the shares of GemLife Group Ltd. The Trust did not have any employees during the year. The various service providers for the Trust are detailed below: Service Provider Responsible Entity: Equity Trustees Limited* Investment Manager: GemLife Funds Limited Custodian: EQT Australia Limited Statutory Auditor: Deloitte Touche Tohmatsu * On 16 May 2025, GTH Resorts No 6 Pty Ltd retired as Trustee and Equity Trustees Limited was appointed as the Responsible Entity on the same date. Directors The trustee of the Trust up to the date of appointment of the Responsible Entity was GTH Resorts No 6 Pty Ltd (the "Trustee") and the names of the directors for the Trustee throughout the period up to 16 May 2025 were: Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The following persons held office as directors of the Trust from 16 May 2025 to the end of the year and up to the date of thi s report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Principal activities The principal activity of the Trust during the year was the ownership and lease of land and operation of land lease community assets. There were no significant changes in the nature of the Trust’s activities during the year. During the year, the Trust entered into an agreement with GemLife Communities (VIC) Operations Pty Ltd to manage the operations of the Trust property. There were no other significant changes in the nature of the Trust’s activities during the year.
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GTH Resorts No 6 Trust Directors' report 31 December 2025 3 Review of operations The Trust is part of a stapled group of which Gemlife Group Ltd is the parent. A review of the consolidated group’s operation s is included in the GemLife Group Ltd directors’ report. The statutory profit for the Trust for the year amounted to $2,276,000 (2024: loss $2,158,000). The statutory profit comprises an operating profit (net profit/loss before fair valuation gain on investment property) of $27 6,000 (2024: loss $408,000) and net valuation gain of $2,000,000 (2024: loss $1,750,000) on investment property. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Significant changes in the state of affairs On 16 May 2025, GTH Resorts No 6 Pty Ltd retired as Trustee and Equity Trustees Limited were appointed as the Responsible Entity on the same date. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission on 28 May 2025. On 8 July 2025, the Trust entered into an agreement with GemLife Communities (VIC) Operations Pty Ltd (formally known as GTH Resorts No 27 Pty Ltd) to manage the day-to-day operations of the Trust property effective 30 June 2025. There were no other significant changes in the state of affairs of the Trust during the year ended 31 December 2025. Environmental issues The Trust’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia. Proceeding on behalf of Trust No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Trust, or to intervene in any proceedings to which the Trust is a party for the purpose of taking responsibility on behalf of the Trust for all or part of those proceedings. The Trust is not a party to any such proceedings during the year. Future development and results The Trust will continue to deliver on its strategy to own master -planned land lease communities retaining ownership of the land and receiving rental income for leasing the land. Investment property valuation changes may have a material impact on the results of the Trust in future years. Future investme nt property valuation changes cannot be reliably measured at the date of this report. Indemnification and insurance of officers and auditors No insurance premiums are paid for out of the assets of the Trust in regard to insurance cover provided to the officers of Eq uity Trustees Limited. So long as the officers of Equity Trustees Limited act in accordance with the Trust’s Constitution and the law, the officers remain indemnified out of the assets of the Trust against losses incurred while acting on behalf of the Trust. The Trust has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnifie d or agreed to indemnify an officer or auditor of the Trust or of any related body corporate against a liability incurred as an of ficer or auditor. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Rounding of amounts The Trust is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding -off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars ($'000), unless otherwise indicated.
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GTH Resorts No 6 Trust Directors' report 31 December 2025 4 Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on pa ge 5. Fees paid to and interests held in the Fund by the Responsible Entity and its associates Fees paid to the Responsible Entity and its associates out of Fund property during the year are disclosed in Note 23 to the financial statements. No fees were paid out of Fund property to the directors of the Responsible Entity during the year. The number of interests in the Fund held by the Responsible Entity or its associates as at the end of the financial year are disclosed in Note 23 to the financial statements. This report is made in accordance with a resolution of the directors of Equity Trustees Limited. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au 25 February 2026 The Directors Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 6 Trust Level 1, 575 Bourke Street Melbourne, VIC, 3000 Dear Directors Auditor’s Independence Declaration to GTH Resorts No 6 Trust In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 6 Trust. As lead audit partner for the audit of the financial report of GTH Resorts No 6 Trust for the financial year ended 31 December 2025 , I declare that to the best of my knowledge and belief, there have been no contraventions of: • The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • Any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants 5
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GTH Resorts No 6 Trust Statement of profit or loss and other comprehensive income For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 6 Continuing operations Revenue 5 2,243 2,490 Other income 6 291 403 Finance income 1 1 Administration expenses 7 (1,258) (1,376) Depreciation and amortisation 14 (20) (13) Gain/(loss) on change in fair value of investment property 13 2,000 (1,750) Finance expenses 8 (981) (1,913) Profit/(loss) for the year attributable to the unitholders of GTH Resorts No 6 Trust 2,276 (2,158) Other comprehensive income for the year - - Total comprehensive income /(loss) for the year attributable to the unitholders of GTH Resorts No 6 Trust 2,276 (2,158) Note 2025 2024 Attributable to the unitholders of GTH Resorts No 6 Trust Basic earnings per unit (cents per unit) 9 0.79 (1.08) Diluted earnings per unit (cents per unit) 9 0.79 (1.08)
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GTH Resorts No 6 Trust Statement of financial position As at 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of financial position should be read in conjunction with the accompanying notes 7 Assets Current assets Cash and cash equivalents - 13 Trade and other receivables 10 2 34 Related party loan 11 5,290 - Other current assets 12 - 27 Total current assets 5,292 74 Non-current assets Investment properties 13 45,500 43,500 Property, plant and equipment 14 - 78 Total non-current assets 45,500 43,578 Total assets 50,792 43,652 Liabilities Current liabilities Trade and other payables 15 15 110 Unearned income 16 - 64 Total current liabilities 15 174 Non-current liabilities Borrowings 17 - 17,668 Total non-current liabilities - 17,668 Total liabilities 15 17,842 Net assets 50,777 25,810 Equity Contributed equity 18 22,693 2 Retained profits 28,084 25,808 Total equity 50,777 25,810
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GTH Resorts No 6 Trust Statement of changes in equity For the year ended 31 December 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes 8 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2024 2 27,966 27,968 Loss for the year - (2,158) (2,158) Other comprehensive income for the year - - - Total comprehensive loss for the year - (2,158) (2,158) Balance at 31 December 2024 2 25,808 25,810 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2025 2 25,808 25,810 Profit for the year - 2,276 2,276 Other comprehensive income for the year - - - Total comprehensive income for the year - 2,276 2,276 Transactions with unitholders in their capacity as unitholders: Issue of units upon IPO (note 18) 23,650 - 23,650 Transaction costs incurred (note 18) (959) - (959) Balance at 31 December 2025 22,693 28,084 50,777
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GTH Resorts No 6 Trust Statement of cash flows For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of cash flows should be read in conjunction with the accompanying notes 9 Cash flows from operating activities Receipts from customers 2,727 3,131 Payments to suppliers (981) (1,588) Interest received 1 1 Interest paid (200) (467) Net cash generated from operating activities 25 1,547 1,077 Cash flows from investing activities Payments for property, plant and equipment 14 (37) (48) Net cash used in investing activities (37) (48) Cash flows from financing activities Net payments in relation to related party borrowings 26 (1,523) (1,039) Net cash used in financing activities (1,523) (1,039) Net decrease in cash and cash equivalents (13) (10) Cash and cash equivalents at the beginning of the financial year 13 23 Cash and cash equivalents at the end of the financial year - 13
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 10 Note 1. General information The financial statements cover GTH Resorts No 6 Trust (the "Trust") as an individual entity. The Trust is a for profit entity for the purpose of preparing the financial statements. The Trust was established on 22 July 2015 and registered as a management investment scheme on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. The entities within the stapled group at 31 December 2025 (and 31 December 2024) are disclosed in note 23. The registered office and principal place of business is: ● Level 1, 575 Bourke Street, Melbourne, VIC 3000 Australia A description of the nature of the Trust's operations and its principal activities are included in the directors' report. The financial statements were authorised for issue by the directors of the Responsible Entity on the date the Directors’ declaration was signed. The directors of the Responsible Entity have the power to amend and reissue the financial statements. Basis of preparation These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001 , Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board (AASB). These financial statements represent the first general purpose annual financial statements prepared by the Trust in complianc e with Australian Accounting Standards, including AASB 1 First-time Adoption of Australian Accounting Standards. In preparing these financial statements, the Trust has applied all relevant standards and interpretations issued by the AASB that are effective for financial reporting periods beginning on or after 1 January 2025. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Trust comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Consequently, this financial report ha s been prepared in accordance with and complies with IFRS Accounting Standards as issued by the IASB. Rounding off of amounts The Trust meets the criteria of ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and, accordingly amounts in the financial statements have been rounded to the nearest thousand dollars ($'000). Amounts in these financial statements are stated in Australian dollars (which is the functional and presentation currency) unless otherwise noted. Basis of measurement The financial statements have been prepared on the historical cost basis except for investment properties, which are measured at fair value. Going concern The directors have, at the time of approving the financial statements, a reasonable expectation that the Trust has adequate resources to continue in operational existence for the foreseeable future. Thus, the Trust has applied the going concern basi s of accounting in preparing the financial statements. Note 2. Material accounting policy information Material accounting policies adopted in the preparation of these financial statements are presented below and are consistent with the prior reporting period unless otherwise stated. The accounting policies that are material to the Trust are set out below.
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 11 Revenue recognition Revenue from contracts with customers Revenue from contracts with customers is recognised when performance obligations have been met and control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Trust expects to be entitl ed to in exchange for those goods or services. Site rental income The site rental income relates to the fee for the lease of the land by the homeowner and services provided in relation to the operation and management of the common community facilities. Income from operating leases is recognised on a straight -line basis o ver the term of the relevant lease. Revenue from rendering services is recognised in accordance with performance obligations under the terms and conditions of the service agreements. The Trust recognises site fees over time because the customer simultaneously receives and consumes the benefit provided to them. Operating lease income Operating lease income is recognised on a straight -line basis over the lease term. Lease incentives granted are recognised as part of the operating lease income. Contingent lease income is recognised as income in the period when earned. Other revenue Other revenue (including commission on resale) is recognised when it is received or when the right to receive payment is established. Other income Other income comprises recharges to external parties. Other income is recognised on an accruals basis when the Trust is entit led to it. Cash and cash equivalents Cash and cash equivalents comprises cash on hand, demand deposits which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Trade and other receivables Other receivables are recognised at amortised cost, less any allowance for expected credit losses. Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost incl udes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Plant and equipment 2-20 years Motor vehicles 8 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Trust. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 12 Investment properties Investment properties comprise interests in land and buildings held for long -term rental yields and / or for capital appreciation. Investment properties include land under development as well as fully developed land. Investment properties are measured initially at cost, including transaction costs and construction costs incurred to develop the investment property, such as costs in relation to civil works, community facilities and infrastructure charges. Subsequently, investment properties are stated at fair value, reflecting market conditions at reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the statement of profit or loss and other comprehensive income i n the period they arise. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction b etween market participants at measurement date, in the principal market for the asset or liability, or the most advantageous market in its absence. It is the policy of the Trust to review the fair value of each investment property at each reporting date and revalue investm ent properties to fair value, per an independent valuation, when their carrying value is deemed to be materially different to their fair value. In determining fair values, the Trust considers relevant information including the capitalisation of rental streams using mar ket assessed capitalisation rates, expected net cash flows discounted to their present value using market determined risk -adjusted discount rates, and other available market data such as recent comparable transactions. The assessment of fair value of investment properties does not take into account potential capital gains tax assessable. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the property. Any gain or loss arising on derecognition of the investment property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or lo ss in the period in which the investment property is derecognised Trade and other payables These amounts represent liabilities for goods and services provided to the Trust prior to the end of the financial year and w hich are unpaid. Due to their short -term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Secured notes The issue of secured notes to note holders is recognised upon satisfaction of the terms of the Note Issue Deed which includes payment of the issue price. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non -financial assets, the fair value measurement is based on its highest and best u se. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair va lue, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 13 Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non -recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applica ble, with external sources of data. Contributed equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Trust are recognised at the proceeds received, net of direct issue costs. Repurchases of the Trust’s own equity instruments are recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Trust’s own equity instruments. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the e xpense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial posit ion. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities wh ich are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Income tax Under current Australian income tax legislation the Trust is not liable for income tax provided that unitholders are presentl y entitled to all the net income of the Trust each year. Accordingly, no income or deferred tax is recorded in these financial statements. The liability for capital gain tax that may arise if the Trust’s property is sold is not accounted for in these financial sta tements. New or amended Accounting Standards and Interpretations adopted There are no new and revised Standards and amendments thereto and Interpretations effective for the current year that are relevant to the Trust. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Accounting Standards and Interpretations issued that are not yet mandatory but may be relevant to the Trust are summarised below: ● AASB 2024-2: Amendments to AASB 7 & AASB 9 – Classification & Measurement of Financial Instruments (Effective date: 1 January 2026) ● AASB 18: Presentation & Disclosure in Financial Statements (Effective date: 1 January 2027) The Trust continues to assess the impact of the foregoing new and amended accounting standards and interpretations effective subsequent to 31 December 2025 on the Trust's financial statements in the period of initial application. Additional disclosur es required by these amendments will be included in the Trust's financial statements when these new standards and amendments are adopted.
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 14 Note 3. Critical accounting judgements, estimates and assumptions In applying the Trust’s accounting policies, which are described in note 2, the directors are required to make judgements (ot her than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 in the period of the revision and future periods if the revision affects both current and future periods. The significant estimates and judgements made have been described below. Valuation of investment property The Trust’s investment properties represent a significant balance in the statement of financial position. Investment properties are measured at fair value using valuation methods that utilise inputs based on estimates. The methodology applied is a combination of the valuations determined using the discounted cash flow (DCF) method, the income capitalisation method, the direct comparison method and transaction prices where relevant (refer to note 13 for discussion about each methodology). Independent valuations are adopted for investment properties determined using property valuation models that rely on the use of inputs that are not based on readily observable market data. The significant valuation inputs are as follows: ● Annual net property income – represents the contracted amount for which the property is leased. ● Capitalisation rate – the rate at which the net market income is capitalised to determine the value of the property. The rate is determined with regard to market evidence. ● Discount rate – the rate of return used to convert the monetary sum, payable or receivable in the future, into present value. It reflects 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 regard to market evidence. ● Terminal yield – the capitalisation rate used to estimate the residual value of the cash flows associated with the investment property at the end of the expected holding period. Changes in these unobservable inputs will ultimately impact on the fair value of the investment properties recorded. Note 4. Segment information Management of GemLife Group Ltd have determined that the Trust has one operating segment. The segment is Community Operations which involves the leasing and maintenance of investment properties. This is based on internal reporting assessed by the Chief Executive Officer of GemLife Group Ltd (who is identified as the Chief Operating Decision Maker (“CODM”)). Note 5. Revenue 2025 2024 Revenue from contracts with customers: $'000 $'000 Site fees* 1,315 2,443 Operating lease income* 789 - Commission on resales^ 139 47 2,243 2,490 * revenue is recognised over time ^ revenue is recognised at a point in time
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 Note 5. Revenue (continued) 15 On 8 July 2025, the Trust entered into an agreement with GemLife Communities (VIC) Operations Pty Ltd ("GemLife Operations") to manage the operations of the Trust property effective 30 June 2025. Under this arrangement, the Trust earns operating leas e income from GemLife Operations, and the site fees are now payable to GemLife Operations. Following this arrangement, more than 10% of revenue transaction s are from a single customer, GemLife Operations. Note 6. Other income 2025 2024 $'000 $'000 Recovery of utilities and recharges 288 398 Sundry income 3 5 291 403 Note 7. Administrative expenses Administrative expenses include $569k (2024: nil) of restructuring and Initial Public Offering (IPO) transaction costs paid b y a related party (refer to note 23). Note 8. Finance expenses 2025 2024 $'000 $'000 Secured notes interest expense* 751 1,331 Interest expense - related party^ 230 582 981 1,913 *Interest on Secured Notes is fixed at a rate of 13.26% per annum. ^ Interest expense - related party relates to interest costs incurred on borrowings from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for the year was 5.60 % (2024: 5.87%). Note 9. Basic and diluted earnings / (loss) per unit 2025 2024 Profit for the year attributable to the unitholders of GTH Resorts No 6 Trust ($'000) 2,276 (2,158) Weighted average number of ordinary units of the Trust (number of units) * 286,933,615 200,000,000 Adjustments for calculation of diluted earnings per unit: Rights over ordinary units 242,030 - Weighted average number of ordinary units used in calculating diluted earnings per unit 287,175,645 200,000,000 Basic earnings per unit (cents per unit) 0.79 (1.08) Diluted earnings per unit (cents per unit) 0.79 (1.08) * The stapled group that the Trust belongs to undertook a restructure during the year. As part of the restructure, the units of the Trust were subdivided (refer to note 18). The comparative weighted average number of units has accordingly been rebased.
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 16 Note 10. Trade and other receivables 2025 2024 $'000 $'000 Other receivables - 34 Goods and services tax receivable 2 - 2 34 Note 11. Related party loan 2025 2024 $'000 $'000 Other related party loan 5,290 - The related party loan relates to a loan to GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The loan does not carry interest and is repayable on demand. Refer to note 23 for further information on related party transactions and balances. Note 12. Other current assets 2025 2024 $'000 $'000 Accrued income - 13 Prepayments - 14 - 27 Note 13. Investment properties 2025 2024 At fair value $'000 $'000 Investment property 45,500 43,500 Total investment properties 45,500 43,500 Movements in carrying amounts of investment properties Carrying value at the beginning of the year 43,500 45,250 Gain/(loss) on change in fair value 2,000 (1,750) Carrying value at the end of the year 45,500 43,500 Investment properties relate to land and facilities owned by the Trust currently classified as Completed Sites. The main categories under which the investment properties are classified by the Trust are:
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 Note 13. Investment properties (continued) 17 ● Balance Land - Greenfield and DA Approved Pipeline - Greenfield Pipeline reflects projects which the Trust owns, or will own on completion, but for which DA approval has not been granted. DA Approved Pipeline reflects communities / sites where DA approval has been granted but development is yet to commence. ● Sites Under Development - reflects communities which are under development by the Trust, including sites which are partly occupied by homeowners (<95%). ● Completed Sites - communities substantially fully occupied by homeowners (≥95%). Valuations of investment properties are carried out at each reporting period and the following are the methodologies applied. (i) Market Approach - direct comparison This method is utilised primarily to value land relating to greenfield and pipeline sites. The market approach provides an indication of the value by comparing the property with identical or comparable properties for which price information is available. (ii) Capitalisation of income method This method is utilised primarily to value active or operational communities. Under the capitalisation method, fair value is estimated using assumptions regarding the expectation of future benefits. This method involves estimating a sustainable net operating income profile of a property and applying a capitalisation rate into perpetuity. The capitalisation rate is based on current market evidence. The sustainable net operating income profile of a property takes into account occupancy, rental income and operating expenses. (iii) Discounted cash flow method The discounted cash flow method is primarily used to value balance land relating to under development sites. Under the discounted cash flow method ("DCF"), fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. The DCF utilises the forecasted cash flow of the property for a defined future period, discounted back to the valuation date, resulting in a present -day value estimate. The discount rate in the DCF model is typically a market driven rate and has regard to the time value of money, along with the risk profile of the cash flow. The key assumptions and unobservable inputs applied in the valuations is noted in the below table: Class of assets 2025 2024 2025 2024 Valuation (Level 3) $'000 $'000 Fair value input Assumptions Assumptions techniques Completed Sites 45,500 43,500 Capitalisation rate 5.10%-5.30% 4.90%-5.25% Income capitalisation When investment property (undeveloped land) is acquired by the Trust, it is recognised at cost including acquisition costs (f or example stamp duty). After Development Approval is obtained and development commences, the fair value of investment property typically increases to reflect land improvement costs incurred and the market value of the sites included in that investment property based on future cash flows from home development profits and long -term operating net cash from rental of the sites. As a result of the Trust’s business model, when a home is sold this reduces the value attributed to that site included in the investment property valuation. This reduction in value is reflected in the value of the investment property at the next repor ting date. This reduction represents the realisation of the development value as properties are transferred from development to completed sites. The net change in value of investment property in each reporting period is influenced by many different other factors, in addition to the decrease in fair value of investment property due to home sales during the period:
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 Note 13. Investment properties (continued) 18 ● DA approval being received, or other changes to the scope of the project in the period, may result in an increase in value. ● Capital expenditure in the period, which is expected to increase the value of sites (i.e. beyond the value of the capital expenditure). ● Development milestones (i.e. certain milestones such as completion of the community clubhouse) which would drive up average price/margin for homes. ● Additions/disposal of adjacent land sites which would increase/decrease the fair value of investment property. ● Unwinding of net present value of cash flows from development sites not sold during the reporting period. ● Change in macroeconomic factors, which impact average sale price, construction costs, discount rates and cap rates. ● Changes in average sales prices due to changes in the mix of the number of units remaining to be settled and the valuation of the units (i.e. generally positive through the life of the development). The carrying value of investment properties at the reporting date have been pledged as security in relation to borrowings by GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The gain on changes in fair value of investment properties of $2,000,000 (2024: loss $1,750,000) comprises of gains relating to completed sites. Note 14. Property, plant and equipment 2025 2024 $'000 $'000 Plant and equipment - at cost - 92 Less: Accumulated depreciation - (32) - 60 Motor vehicles - at cost - 93 Less: Accumulated depreciation - (75) - 18 - 78 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out be low: Plant and Motor equipment vehicles Total $'000 $'000 $'000 Balance at 1 January 2024 21 22 43 Additions 48 - 48 Depreciation expense (9) (4) (13) Balance at 1 January 2025 60 18 78 Additions 37 - 37 Depreciation expense (16) (4) (20) Transfer to a related party (note 23) (81) (14) (95) Balance at 31 December 2025 - - -
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 19 Note 15. Trade and other payables 2025 2024 $'000 $'000 Accrued expenses 15 99 Goods and services tax payable - 11 15 110 Refer to note 20 for further information on financial instruments. Note 16. Unearned income 2025 2024 $'000 $'000 Site fees received in advance - 64 Note 17. Borrowings 2025 2024 Non-current liabilities $'000 $'000 Secured notes - related parties* - 11,832 Other related party loan^ - 5,836 - 17,668 * Secured notes relate to notes issued to the unitholders. Interest on secured notes was accrued at a rate of 13.26% (2024: 13.26%). The loan has been fully paid during the year. ^ The related party loan relates to a loan from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for the period was 5.60% (2024: 5.87%). Proceeds from the unit issue were utilised to settle the loan during the year. Borrowings are classified as current liabilities unless the Trust has a right to defer settlement of the liability for at lea st twelve months after the reporting date. Refer to note 23 for further information on related party transactions and balances. Note 18. Contributed equity 2025 2024 2025 2024 Units Units $'000 $'000 Units - fully paid 380,288,462 2,000 23,652 2 Units issue costs - - (959) - 380,288,462 2,000 22,693 2
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 Note 18. Contributed equity (continued) 20 Movements in units - fully paid Details Date Units $'000 Balance 1 January 2024 2,000 2 Balance 31 December 2024 2,000 2 Securities conversion (subdivided into)* 7 July 2025 199,998,000 - Units issued upon IPO 8 July 2025 180,288,462 23,650 Balance 31 December 2025 380,288,462 23,652 * On 7 July 2025, Trust undertook a security subdivision of 100,000 securities for every 1 security. Note 19. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Note 20. Financial instruments Financial risk management objectives At 31 December 2025, the Trust’s principal financial instruments comprise receivables, payables and related party loans. The main risks arising from the Trust’s financial instruments are interest rate and liquidity risks. The Trust manages its exposure to these risks primarily through its borrowing policy. The Trust’s management team regularly reviews those risks. Interest rate risk The Trust’s exposure to the risk of changes in market interest rates arises primarily from related party loans from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The main consequence of adverse changes in market interest rates is higher interest costs, reducing the Trust’s profit. The impact of an increase or decrease in average interest rate of 1% (100bps) at reporting date, with all other variables hel d constant, is illustrated below. This analysis is based on interest rate risk exposures in existence as at 31 December 2025. 100 basis points increase 100 basis points decrease 2025 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan - - 100 basis points increase 100 basis points decrease 2024 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan (58) 58
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 Note 20. Financial instruments (continued) 21 Liquidity risk The main objective of liquidity risk management is to reduce the risk that the Trust does not have the resources available to meet its financial obligations and working capital and committed capital expenditure requirements. The contractual maturities of the Trust’s non-derivative financial liabilities at the reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities at market rates. 1 year or less Between 1 and 5 years Over 5 years Total 2025 $'000 $'000 $'000 $'000 Trade and other payables 15 - - 15 Borrowings - - - - Total non-derivatives 15 - - 15 1 year or less Between 1 and 5 years Over 5 years Total 2024 $'000 $'000 $'000 $'000 Trade and other payables 110 - - 110 Borrowings 1,912 28,526 - 30,438 Total non-derivatives 2,022 28,526 - 30,548 Note 21. Fair value measurement Fair value hierarchy The following tables detail the Trust's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either direc tly or indirectly Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total 2025 $'000 $'000 $'000 $'000 Assets Investment properties - - 45,500 45,500 Total assets - - 45,500 45,500 Level 1 Level 2 Level 3 Total 2024 $'000 $'000 $'000 $'000 Assets Investment properties - - 43,500 43,500 Total assets - - 43,500 43,500 There were no transfers between levels during the year. The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to their short- term nature. Valuation techniques for fair value measurements categorised within level 2 and level 3 Investment properties are measured at fair value. Refer to note 13 for further information on fair value measurement.
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 22 Note 22. Remuneration of auditors The auditor of the Trust is Deloitte Touche Tohmatsu and the fee for services provided by Deloitte Touche Tohmatsu for the audit of the financial statements were borne by GemLife Administration Pty Ltd (a related party) and relate to the audit of the sta pled group that the Trust belongs to. Note 23. Related party transactions Stapled group and responsible entity As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a number of companies and other trusts to form a single group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times.
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 Note 23. Related party transactions (continued) 23 The entities within the stapled group at 31 December 2025 (and 31 December 2024) were: Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GemLife Communities Pty Ltd Yes Yes GemLife Administration Pty Ltd Yes Yes GemLife Assets Pty Ltd Yes Yes Gemstone Joinery Pty Ltd Yes Yes GemLife Finance Pty Ltd Yes Yes GemLife Funds Pty Ltd Yes Yes Prospecta Utilities Pty Ltd Yes Yes Prospecta Utilities APAC Pty Ltd Yes Yes Prospecta Telco Advisory Pty Ltd^^ No Yes Prospecta Telco Retail Pty Ltd Yes Yes GTH Project No 1 Pty Ltd Yes Yes GTH Project No 2 Pty Ltd Yes Yes GemLife Group Ltd (formerly known as GTH Project No. 4 Pty Ltd) Yes Yes GTH Project No 6 Pty Ltd Yes Yes Gemlife Communities (QLD) Operations Pty Ltd (formerly GTH Resorts No 25 Pty Ltd) Yes Yes Gemlife Communities (NSW) Operations Pty Ltd (formerly GTH Resorts No 26 Pty Ltd) Yes Yes Gemlife Communities (VIC) Operations Pty Ltd (formerly GTH Resorts No 27 Pty Ltd) Yes Yes GemLife Trust** Yes No GTH Resorts No 1 Pty Ltd (as trustee for GTH Resorts No 1 Unit Trust) Yes Yes GTH Resorts No 2 Pty Ltd (as trustee for GTH Resorts No 2 Trust)*** Yes Yes GTH Resorts No 3 Pty Ltd (as trustee for GTH Resorts No 3 Trust)*** Yes Yes GTH Resorts No 4 Pty Ltd (as trustee for GTH Resorts No 4 Trust)*** Yes Yes GTH Resorts No 5 Pty Ltd (as trustee for GTH Resorts No 5 Unit Trust) Yes Yes GTH Resorts No 6 Pty Ltd (as trustee for GTH Resorts No 6 Trust)*** Yes Yes GTH Resorts No 7 Pty Ltd (as trustee for GTH Resorts No 7 Unit Trust) Yes Yes GTH Resorts No 8 Pty Ltd (as trustee for GTH Resorts No 8 Trust)*** Yes Yes GTH Resorts No 9 Pty Ltd (as trustee for GTH Resorts No 9 Unit Trust) Yes Yes GTH Resorts No 10 Pty Ltd (as trustee for GTH Resorts No 10 Unit Trust) Yes Yes GTH Resorts No 11 Pty Ltd (as trustee for GTH Resorts No 11 Trust)*** Yes Yes GTH Resorts No 12 Pty Ltd (as trustee for GTH Resorts No 12 Trust)*** Yes Yes GTH Resorts No 14 Pty Ltd (as trustee for GTH Resorts No 14 Unit Trust) Yes Yes GTH Resorts No 15 Pty Ltd (as trustee for GTH Resorts No 15 Trust)*** Yes Yes GTH Resorts No 16 Pty Ltd (as trustee for GTH Resorts No 16 Unit Trust) Yes Yes GTH Resorts No 17 Pty Ltd (as trustee for GTH Resorts No 17 Unit Trust) Yes Yes GTH Resorts No 18 Pty Ltd (as trustee for GTH Resorts No 18 Unit Trust) Yes Yes GTH Resorts No 19 Pty Ltd (as trustee for GTH Resorts No 19 Trust)*** Yes Yes GTH Resorts No 20 Pty Ltd (as trustee for GTH Resorts No 20 Unit Trust) Yes Yes GTH Resorts No 21 Pty Ltd (as trustee for GTH Resorts No 21 Unit Trust) Yes Yes GTH Resorts No 22 Pty Ltd (as trustee for GTH Resorts No 22 Unit Trust) Yes Yes GTH Resorts No 23 Pty Ltd (as trustee for GTH Resorts No 23 Unit Trust) Yes Yes GTH Resorts No 24 Pty Ltd (as trustee for GTH Resorts No 24 Unit Trust) Yes Yes GemLife Resorts No 25 Pty Ltd (as trustee for GTH Resorts No 25 Unit Trust)**** Yes No GemLife Resorts No 26 Pty Ltd (as trustee for GTH Resorts No 26 Unit Trust)**** Yes No GemLife Resorts No 27 Pty Ltd (as trustee for GTH Resorts No 27 Unit Trust)**** Yes No
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 Note 23. Related party transactions (continued) 24 Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GTH Resorts No 1 Unit Trust* Yes Yes GTH Resorts No 2 Trust Yes Yes GTH Resorts No 3 Trust Yes Yes GTH Resorts No 4 Trust Yes Yes GTH Resorts No 5 Unit Trust* Yes Yes GTH Resorts No 7 Unit Trust* Yes Yes GTH Resorts No 8 Trust Yes Yes GTH Resorts No 9 Unit Trust* Yes Yes GTH Resorts No 10 Unit Trust* Yes Yes GTH Resorts No 11 Trust Yes Yes GTH Resorts No 12 Trust Yes Yes GTH Resorts No 14 Unit Trust* Yes Yes GTH Resorts No 15 Trust Yes Yes GTH Resorts No 16 Unit Trust* Yes Yes GTH Resorts No 17 Unit Trust* Yes Yes GTH Resorts No 18 Unit Trust * Yes Yes GTH Resorts No 19 Trust Yes Yes GTH Resorts No 20 Unit Trust* Yes Yes GTH Resorts No 21 Unit Trust* Yes Yes GTH Resorts No 22 Unit Trust* Yes Yes GTH Resorts No 23 Unit Trust* Yes Yes GTH Resorts No 24 Unit Trust* Yes Yes GTH Resorts No 25 Unit Trust* Yes Yes GTH Resorts No 26 Unit Trust* Yes Yes GTH Resorts No 27 Unit Trust* Yes Yes GemAliria Pty Ltd*^ Yes No Gemstone Lifestyle No 2 Pty Ltd*^ Yes No Gemstone Lifestyle No 3 Pty Ltd*^ Yes No Gemstone Lifestyle No 4 Pty Ltd*^ Yes No Gemstone Lifestyle No 5 Pty Ltd*^ Yes No Gemstone Lifestyle No 6 Pty Ltd*^ Yes No Gemstone Lifestyle No 7 Pty Ltd*^ Yes No Gemstone Lifestyle No 8 Pty Ltd*^ Yes No Gemstone Lifestyle No 9 Pty Ltd*^ Yes No *During the year ended 31 December 2025, GemLife Trust became the holding entity for these trusts and companies. ^ On 15 July 2025, GemLife Trust acquired 100% of the issued share capital of GemAliria Pty Ltd and its subsidiaries from a group ultimately controlled by a director of GemLife Group Ltd ^^ Prospecta Telco Advisory Pty Ltd was deregistered on 22 July 2025. *** On 16 May 2025, these entities were retired as trustees of their respective unit trusts. **** These entities were incorporated on 9 September 2025 and were established as trustees of their respective unit trusts on 12 November 2025. Transactions with entities within the stapled group are related party transactions. The Responsible Entity of the Trust is Equity Trustees Limited. The Responsible Entity, schemes managed by the Responsible Entity and key management personnel of the Responsible Entity are related parties to the Trust. Accordingly, transactions with the entities and parties noted above are related party transactions.
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 Note 23. Related party transactions (continued) 25 Key management personnel The persons who were directors of GTH Resorts No 6 Pty Ltd (as Trustee of the Trust to 16 May 2025): Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The persons who were directors of Equity Trustees Limited at any time since 16 May 2025 up to the date of this report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Other key management personnel: There were no other key management personnel with responsibility for planning, directing and controlling the activities of th e Trust, directly or indirectly during the year. There were no transactions with key management personnel during the reporting year (2024: nil). Transactions with related parties The following transactions occurred with related parties: 2025 2024 $ $ Operating lease income^ 788,639 - Restructuring and IPO costs paid by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) on behalf of the Trust including costs recorded as a deduction from equity (1,528,164) - Service fees charged by the GemLife Administration Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (181,777) (363,686) Interest expense charged by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (230,117) (581,831) Interest on secured notes (750,891) (1,330,665) Transfer of assets to GemLife Communities (VIC) Operations Pty Ltd and GemLife Assets Pty Ltd (entities that are part of the stapled group of entities that the Trust belongs to)* (95,197) - Custodian and Responsible Entity fees paid to EQT Australia Limited (35,089) - ^ On 8 July 2025, the Trust entered into an agreement with GemLife Communities (VIC) Operations Pty Ltd (GemLife Operations) to manage the operations of the Trust property effective 30 June 2025. Under this arrangement, the Trust earns operating lease income from GemLife Operations based on the rent calculation set out in the agreement. The agreement expires on 29 June 2045. * During the year, the Trust transferred all of its property, plant and equipment to GemLife Communities (VIC) Operations Pty Ltd (GemLife Operations) and GemLife Assets at carrying value on loan account.
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 Note 23. Related party transactions (continued) 26 Loans to and from related parties The following balances are outstanding at the reporting date in relation to loans with related parties: 2025 2024 $ $ Current receivables: Loan to GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) 5,289,746 - Non-current borrowings: Secured notes - issued to unitholders - (11,832,072) Loan from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) - (5,836,488) Note 24. Events after the reporting year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Note 25. Reconciliation of profit/(loss) to net cash generated from operating activities 2025 2024 $'000 $'000 Profit/(loss) for the year 2,276 (2,158) Adjustments for: Restructuring and IPO costs paid by a related party 569 - Depreciation and amortisation 20 13 Gain/(loss) on change in fair value of investment property (2,000) 1,750 Interest income earned (1) (1) Finance cost incurred 981 1,913 Interest income received 1 1 Interest and other finance costs paid (200) (467) Change in operating assets and liabilities: Decrease/(increase) in trade and other receivables 36 (21) Decrease/(increase) in other assets 26 (16) (Decrease)/Increase in trade and other payables (97) 54 (Decrease)/Increase in unearned income (64) 9 Net cash generated from operating activities 1,547 1,077
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GTH Resorts No 6 Trust Notes to the financial statements 31 December 2025 27 Note 26. Non-cash financing activities The movement in related party borrowings includes the following non -cash transactions: 2025 2024 $'000 $'000 Restructuring and IPO costs paid by a related party (569) - Finance expenses accrued (781) (1,445) Transfer of property, plant and equipment to a related party 95 - Units issued net of transaction costs 22,691 - Total non-cash transactions 21,436 (1,445) Movement in related party borrowings (22,959) 406 Net payments in relation to related party borrowings (1,523) (1,039)
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GTH Resorts No 6 Trust Directors' declaration 31 December 2025 28 In the opinion of the directors of the Responsible Entity: (a) The financial statements and notes set out on pages 6 to 27 are in accordance with the Corporations Act 2001, including: i. complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii. giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its performance for the year ended on that date. (b) There are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable; and (c) Note 1 confirms that the financial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the directors of Equity Trustees Limited through a delegated auth ority given by Equity Trustees Limited’s Board. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au Independent Auditor’s Report to the Unitholders of GTH Resorts No 6 Trust Opinion We have audited the financial report of GTH Resorts No 6 Trust (the “Trust”) which comprises the statement of financial position as at 31 December 2025 , the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information and the directors’ declaration. In our opinion, the accompanying financial report of the Trust is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its financial performance for the year then ended; and • Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. 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 Trust in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors, would be in the same terms if given to the directors as at the time of this auditor’s report. 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 financial report for 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. Key Audit Matter How the scope of our audit responded to the Key Audit Matter Valuation of investment properties Refer to notes 2, 3 and 13 of the financial statements. At 31 December 2025 the Trust’s statement of financial position included investment properties of $46 million (89.58% of the Group’s total assets). As disclosed in note 13, investment properties are carried at fair value. The valuation of investment properties involves judgement that includes selecting an appropriate valuation Our audit procedures included but were not limited to: • Obtained an understanding of management’s process and policies in relation to the valuation of investment properties; • Evaluated the design and implementation of controls relevant to the valuation of investment properties; • Assessed the qualifications, competence and objectivity of the independent external valuer; 29
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methodology and valuation assumptions that include: • Income capitalisation rates; • Discount rates; • Weekly site rentals per villa; and • Terminal yields. These apply to each of the investment property categories held by the Trust, being Balance Land, Sites Under Development and Completed Sites, as applicable. The Trust determined the value of investment properties with reference to independent external valuations. Given the financial significance of investment properties and the subjectivity and sensitivity of the valuation methodologies and assumptions, we consider the valuation of investment properties to be a key audit matter. • Together with Deloitte real estate valuation experts, assessed the valuation of the Balance Land, Sites Under Development and Completed Sites investment property categories by performing the following procedures as applicable: o Held discussions with and made enquiries of management and the external valuer in relation to the investment property valuation approach; o Assessed the appropriateness of the valuation methodologies applied; o Assessed the appropriateness of the key assumptions used in the valuation including the: ▪ Income capitalisation rates; ▪ Discount rates; ▪ Weekly site rentals per villa; and ▪ Terminal yields; by comparing the assumptions against market data and comparable transactions as appropriate. • On a sample basis, tested the appropriateness of capital expenditure to investment property as applicable; • Obtained the investment properties fair value reconciliation of opening to closing fair values and assessed the completeness of fair value movements during the year as applicable; and • Assessed the adequacy and appropriateness of the disclosures in the notes to the financial statements. Other Matter The financial information of the Trust for the year ended 3 1 December 2024 was audited as part of the consolidated financial statements of GemLife Group Ltd (formerly known as GTH Project No 4 Pty Ltd). No audit report was issued on the stand -alone financial statements of the Trust as the Trust was not a disclosing entity at that date. Other Information The directors of (quity Trustees [imited, as Responsible (ntity of the Trust (the “directors”), are responsible for the other information. The other information comprises the directors’ report on the Trust and the financial statements of GemLife Group Ltd, GemLife Trust, GTH Resorts No 2 Trust, GTH Resorts No 3 Trust, GTH Resorts No 4 Trust, GTH Resorts No 8 Trust, GTH Resorts No 11 Trust, GTH Resorts No 12 Trust, GTH Resorts No 15 Trust and GTH Resorts No 19 Trust (but does not include the financial report of the Trust and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report, and also includes the Gem[ife Group [td annual report for the year ended 31 December 2025, which is expected to be made available to us after the date of this audit report. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon. 30
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In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, 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. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the GemLife Group Ltd annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action. Responsibilities of the Directors for the Financial Report The directors are responsible: • For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust in accordance with Australian Accounting Standards; and • For such internal control as the directors determine is necessary to enable the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust, and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the ability of the Trust 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 Trust or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are 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 the Australian Auditing Standards 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 this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, 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 fo r 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 Trust’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. 31
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• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’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 financial report or, if such disclosures are inadequate, to modify our op inion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. Fowever, future events or conditions may cause the Trust to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. 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 to 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 financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s repor t 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. DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Brisbane, 25 February 2026 32
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GTH Resorts No 8 Trust ARSN 687 163 659 Financial Statements For the year ended 31 December 2025
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GTH Resorts No 8 Trust Contents 31 December 2025 1 Directors' report 2 Auditor's independence declaration 5 Statement of profit or loss and other comprehensive income 6 Statement of financial position 7 Statement of changes in equity 8 Statement of cash flows 9 Notes to the financial statements 10 Directors' declaration 27 Independent auditor's report to the unitholders of GTH Resorts No 8 Trust 28
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GTH Resorts No 8 Trust Directors' report 31 December 2025 2 The directors of Equity Trustees Limited, the Responsible Entity for GTH Resorts No 8 Trust (the 'Trust') present their report together with the financial statements of the Trust for the year ended 31 December 2025. The Trust was established on 22 July 2015 and commenced operations on 1 January 2016. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission ("ASIC") on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. On 3 July 2025, GemLife Group Ltd, an entity stapled to the Trust, listed on the Australian Securities Exchange ("ASX") under the ASX code: GLF (referred to as GemLife Communities Group on the ASX). On 7 July 2025, the stapled group was restructured, implementing a stapling arrangement that attached the units of the Trust to the units of nine other trusts and to the shares of GemLife Group Ltd. The Trust did not have any employees during the year. The various service providers for the Trust are detailed below: Service Provider Responsible Entity: Equity Trustees Limited* Investment Manager: GemLife Funds Limited Custodian: EQT Australia Limited Statutory Auditor: Deloitte Touche Tohmatsu * On 16 May 2025, GTH Resorts No 8 Pty Ltd retired as Trustee and Equity Trustees Limited was appointed as the Responsible Entity on the same date. Directors The trustee of the Trust up to the date of appointment of the Responsible Entity was GTH Resorts No 8 Pty Ltd (the "Trustee") and the names of the directors for the Trustee throughout the period up to 16 May 2025 were: Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The following persons held office as directors of the Trust from 16 May 2025 to the end of the year and up to the date of thi s report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Principal activities The principal activity of the Trust during the year was the ownership and lease of land and operation of land lease community assets. During the year, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property. There were no other significant changes in the nature of the Trust’s activities during the year.
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GTH Resorts No 8 Trust Directors' report 31 December 2025 3 Review of operations The Trust is part of a stapled group of which Gemlife Group Ltd is the parent. A review of the consolidated group’s operations is included in the GemLife Group Ltd directors’ report. The statutory loss for the Trust for the year amounted to $12,296,000 (2024: loss $3,059,000). The statutory loss comprises an operating loss (net loss before fair valuation loss on investment property) of $396,000 (2024 : $1,359,000) and net valuation loss of $11,900,000 (2024: $1,700,000) on investment property. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Significant changes in the state of affairs On 16 May 2025, GTH Resorts No 8 Pty Ltd retired as Trustee and Equity Trustees Limited were appointed as the Responsible Entity on the same date. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission on 28 May 2025. On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property effective 30 June 2025. There were no other significant changes in the state of affairs of the Trust during the year ended 31 December 2025. Environmental issues The Trust’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia. Proceeding on behalf of Trust No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Trust, or to intervene in any proceedings to which the Trust is a party for the purpose of taking responsibility on behalf of the Trust for all or part of those proceedings. The Trust is not a party to any such proceedings during the year. Future development and results The Trust will continue to deliver on its strategy to own master-planned land lease communities retaining ownership of the land and receiving rental income for leasing the land. Investment property valuation changes may have a material impact on the results of the Trust in future years. Future investment property valuation changes cannot be reliably measured at the date of this report. Indemnification and insurance of officers and auditors No insurance premiums are paid for out of the assets of the Trust in regard to insurance cover provided to the officers of Equity Trustees Limited. So long as the officers of Equity Trustees Limited act in accordance with the Trust’s Constitution and the law, the officers remain indemnified out of the assets of the Trust against losses incurred while acting on behalf of the Trust. The Trust has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Trust or of any related body corporate against a liability incurred as an officer or auditor. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Rounding of amounts The Trust is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars ($'000), unless otherwise indicated.
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GTH Resorts No 8 Trust Directors' report 31 December 2025 4 Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on pa ge 5. Fees paid to and interests held in the Fund by the Responsible Entity and its associates Fees paid to the Responsible Entity and its associates out of Fund property during the year are disclosed in Note 22 to the financial statements. No fees were paid out of Fund property to the directors of the Responsible Entity during the year. The number of interests in the Fund held by the Responsible Entity or its associates as at the end of the financial year are disclosed in Note 22 to the financial statements. This report is made in accordance with a resolution of the directors of Equity Trustees Limited. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au 25 February 2026 The Directors Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 8 Trust Level 1, 575 Bourke Street Melbourne, VIC, 3000 Dear Directors Auditor’s Independence Declaration to GTH Resorts No 8 Trust In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 8 Trust. As lead audit partner for the audit of the financial report of GTH Resorts No 8 Trust for the financial year ended 31 December 2025 , I declare that to the best of my knowledge and belief, th ere have been no contraventions of: • The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • Any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants 5
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GTH Resorts No 8 Trust Statement of profit or loss and other comprehensive income For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 6 Continuing operations Revenue 5 2,107 2,410 Other income 6 79 69 Finance income 1 1 Administration expenses 7 (1,031) (1,167) Depreciation and amortisation 13 (63) (8) Loss on change in fair value of investment property 12 (11,900) (1,700) Finance expenses 8 (1,489) (2,664) Loss for the year attributable to the unitholders of GTH Resorts No 8 Trust (12,296) (3,059) Other comprehensive income for the year - - Total comprehensive loss for the year attributable to the unitholders of GTH Resorts No 8 Trust (12,296) (3,059) Note 2025 2024 Attributable to the unitholders of GTH Resorts No 8 Trust Basic earnings per unit (cents per unit) 9 (4.29) (1.53) Diluted earnings per unit (cents per unit) 9 (4.28) (1.53)
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GTH Resorts No 8 Trust Statement of financial position As at 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of financial position should be read in conjunction with the accompanying notes 7 Assets Current assets Cash and cash equivalents - 1 Trade and other receivables 10 - 4 Other current assets 11 - 26 Total current assets - 31 Non-current assets Investment properties 12 50,400 62,300 Property, plant and equipment 13 - 50 Total non-current assets 50,400 62,350 Total assets 50,400 62,381 Liabilities Current liabilities Trade and other payables 14 23 355 Unearned income 15 - 64 Total current liabilities 23 419 Non-current liabilities Borrowings 16 687 28,810 Total non-current liabilities 687 28,810 Total liabilities 710 29,229 Net assets 49,690 33,152 Equity Contributed equity 17 28,836 2 Retained profits 20,854 33,150 Total equity 49,690 33,152
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GTH Resorts No 8 Trust Statement of changes in equity For the year ended 31 December 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes 8 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2024 2 36,209 36,211 Loss for the year - (3,059) (3,059) Other comprehensive income for the year - - - Total comprehensive loss for the year - (3,059) (3,059) Balance at 31 December 2024 2 33,150 33,152 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2025 2 33,150 33,152 Loss for the year - (12,296) (12,296) Other comprehensive income for the year - - - Total comprehensive loss for the year - (12,296) (12,296) Transactions with unitholders in their capacity as unitholders: Issue of units upon IPO (note 17) 30,053 - 30,053 Transaction costs incurred (note 17) (1,219) - (1,219) Balance at 31 December 2025 28,836 20,854 49,690
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GTH Resorts No 8 Trust Statement of cash flows For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of cash flows should be read in conjunction with the accompanying notes 9 Cash flows from operating activities Receipts from customers 2,336 2,795 Payments to suppliers (1,191) (1,137) Interest received 1 1 Interest paid (721) (1,187) Net cash generated from operating activities 24 425 472 Cash flows from investing activities Payments for property, plant and equipment 13 (9) (47) Net cash used in investing activities (9) (47) Cash flows from financing activities Net payments in relation to related party borrowings 25 (417) (430) Net cash used in financing activities (417) (430) Net decrease in cash and cash equivalents (1) (5) Cash and cash equivalents at the beginning of the financial year 1 6 Cash and cash equivalents at the end of the financial year - 1
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 10 Note 1. General information The financial statements cover GTH Resorts No 8 Trust (the "Trust") as an individual entity. The Trust is a for profit entity for the purpose of preparing the financial statements. The Trust was established on 22 July 2015 and registered as a management investment scheme on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. The entities within the stapled group at 31 December 2025 (and 31 December 2024) are disclosed in note 22. The registered office and principal place of business is: ● Level 1, 575 Bourke Street, Melbourne, VIC 3000 Australia A description of the nature of the Trust's operations and its principal activities are included in the directors' report. The financial statements were authorised for issue by the directors of the Responsible Entity on the date the Directors’ declaration was signed. The directors of the Responsible Entity have the power to amend and reissue the financial statements. Basis of preparation These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board (AASB). These financial statements represent the first general purpose annual financial statements prepared by the Trust in compliance with Australian Accounting Standards, including AASB 1 First-time Adoption of Australian Accounting Standards. In preparing these financial statements, the Trust has applied all relevant standards and interpretations issued by the AASB that are effective for financial reporting periods beginning on or after 1 January 2025. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Trust comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Consequently, this financial report has been prepared in accordance with and complies with IFRS Accounting Standards as issued by the IASB. Rounding off of amounts The Trust meets the criteria of ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and, accordingly amounts in the financial statements have been rounded to the nearest thousand dollars ($'000), unless otherwise stated. Amounts in these financial statements are stated in Australian dollars (which is the functional and presentation currency) unless otherwise noted. Basis of measurement The financial statements have been prepared on the historical cost basis except for investment properties, which are measured at fair value. Going concern As at 31 December 2025, the Trust’s current liabilities exceeded its current assets by $23,000 (2024: $388,000). The Trust generated a loss for the year of $12,296,000 (2024: $3,059,000). The net assets of the Trust at 31 December 2025 was $49,690,000 (2024: $33,152,000). The Trust is part of a stapled group of entities that operate as a single economic entity. The investment manager has assessed the net current liability and overall financial position of the Trust and determined that the Trust has sufficient liquidity and access to sufficient capital to meet the Trust’s obligations as and when they fall due. The financial statements have accordingly been prepared on a going concern basis.
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 11 Note 2. Material accounting policy information Material accounting policies adopted in the preparation of these financial statements are presented below and are consistent with the prior reporting period unless otherwise stated. The accounting policies that are material to the Trust are set out below. Revenue recognition Revenue from contracts with customers Revenue from contracts with customers is recognised when performance obligations have been met and control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Trust expects to be entitled to in exchange for those goods or services. Site rental income The site rental income relates to the fee for the lease of the land by the homeowner and services provided in relation to the operation and management of the common community facilities. Income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Revenue from rendering services is recognised in accordance with performance obligations under the terms and conditions of the service agreements. The Trust recognises site fees over time because the customer simultaneously receives and consumes the benefit provided to them. Operating lease income Operating lease income is recognised on a straight-line basis over the lease term. Lease incentives granted are recognised as part of the operating lease income. Contingent lease income is recognised as income in the period when earned. Other revenue Other revenue (including commission on resale) is recognised when it is received or when the right to receive payment is established. Other income Other income comprises recharges to external parties. Other income is recognised on an accruals basis when the Trust is entitled to it. Cash and cash equivalents Cash and cash equivalents comprises cash on hand, demand deposits which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Trade and other receivables Other receivables are recognised at amortised cost, less any allowance for expected credit losses. Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Plant and equipment 2-20 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Trust. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 12 Investment properties Investment properties comprise interests in land and buildings held for long-term rental yields and / or for capital appreciation. Investment properties include land under development as well as fully developed land. Investment properties are measured initially at cost, including transaction costs and construction costs incurred to develop the investment property, such as costs in relation to civil works, community facilities and infrastructure charges. Subsequently, investment properties are stated at fair value, reflecting market conditions at reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the statement of profit or loss and other comprehensive income in the period they arise. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction b etween market participants at measurement date, in the principal market for the asset or liability, or the most advantageous market in its absence. It is the policy of the Trust to review the fair value of each investment property at each reporting date and revalue investm ent properties to fair value, per an independent valuation, when their carrying value is deemed to be materially different to their fair value. In determining fair values, the Trust considers relevant information including the capitalisation of rental streams using mar ket assessed capitalisation rates, expected net cash flows discounted to their present value using market determined risk-adjusted discount rates, and other available market data such as recent comparable transactions. The assessment of fair value of investment properties does not take into account potential capital gains tax assessable. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the property. Any gain or loss arising on derecognition of the investment property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the investment property is derecognised Trade and other payables These amounts represent liabilities for goods and services provided to the Trust prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Secured notes The issue of secured notes to note holders is recognised upon satisfaction of the terms of the Note Issue Deed which includes payment of the issue price. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 13 Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. Contributed equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Trust are recognised at the proceeds received, net of direct issue costs. Repurchases of the Trust’s own equity instruments are recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Trust’s own equity instruments. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Income tax Under current Australian income tax legislation the Trust is not liable for income tax provided that unitholders are presentl y entitled to all the net income of the Trust each year. Accordingly, no income or deferred tax is recorded in these financial statements. The liability for capital gain tax that may arise if the Trust’s property is sold is not accounted for in these financial statements. New or amended Accounting Standards and Interpretations adopted There are no new and revised Standards and amendments thereto and Interpretations effective for the current year that are relevant to the Trust. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Accounting Standards and Interpretations issued that are not yet mandatory but may be relevant to the Trust are summarised below: ● AASB 2024‑2: Amendments to AASB 7 & AASB 9 – Classification & Measurement of Financial Instruments (Effective date: 1 January 2026) ● AASB 18: Presentation & Disclosure in Financial Statements (Effective date: 1 January 2027) The Trust continues to assess the impact of the foregoing new and amended accounting standards and interpretations effective subsequent to 31 December 2025 on the Trust's financial statements in the period of initial application. Additional disclosures required by these amendments will be included in the Trust's financial statements when these new standards and amendments are adopted.
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 14 Note 3. Critical accounting judgements, estimates and assumptions In applying the Trust’s accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 in the period of the revision and future periods if the revision affects both current and future periods. The significant estimates and judgements made have been described below. Valuation of investment property The Trust’s investment properties represent a significant balance in the statement of financial position. Investment properties are measured at fair value using valuation methods that utilise inputs based on estimates. The methodology applied is a combination of the valuations determined using the discounted cash flow (DCF) method, the income capitalisation method, the direct comparison method and transaction prices where relevant (refer to note 12 for discussion about each methodology). Independent valuations are adopted for investment properties determined using property valuation models that rely on the use of inputs that are not based on readily observable market data. The significant valuation inputs are as follows: ● Annual net property income – represents the contracted amount for which the property is leased. ● Capitalisation rate – the rate at which the net market income is capitalised to determine the value of the property. The rate is determined with regard to market evidence. ● Discount rate – the rate of return used to convert the monetary sum, payable or receivable in the future, into present value. It reflects 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 regard to market evidence. ● Terminal yield – the capitalisation rate used to estimate the residual value of the cash flows associated with the investment property at the end of the expected holding period. Changes in these unobservable inputs will ultimately impact on the fair value of the investment properties recorded. Note 4. Segment information Management of GemLife Group Ltd have determined that the Trust has one operating segment. The segment is Community Operations which involves the leasing and maintenance of investment properties. This is based on internal reporting assessed by the Chief Executive Officer of GemLife Group Ltd (who is identified as the Chief Operating Decision Maker (“CODM”)). Note 5. Revenue 2025 2024 Revenue from contracts with customers: $'000 $'000 Site fees* 1,306 2,386 Operating lease income* 732 - Commission on resales^ 69 24 2,107 2,410 * revenue is recognised over time ^ revenue is recognised at a point in time
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 Note 5. Revenue (continued) 15 On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd ("GemLife Operations"), a related party, to manage the operations of the Trust property effective 30 June 2025. Under this arrangement, the Trust earns operating lease income from GemLife Operations, and the site fees are now payable to GemLife Operations. Following this arrangement, more than 10% of revenue transactions are from a single customer, GemLife Operations. Note 6. Other income 2025 2024 $'000 $'000 Recovery of utilities and recharges 74 59 Sundry income 5 10 79 69 Note 7. Administrative expenses Administrative expenses include $355k (2024: nil) of restructuring and Initial Public Offering (IPO) transaction costs paid b y a related party (refer to note 22). Note 8. Finance expenses 2025 2024 $'000 $'000 Secured notes interest expense* 672 1,190 Interest expense - related party^ 772 1,474 Other interest expense 45 - 1,489 2,664 *Interest on Secured Notes is fixed at a rate of 13.26% per annum. ^ Interest expense - related party relates to interest costs incurred on borrowings from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan was variable and the average rate for the year was 5.60% (2024: 5.87%). Note 9. Basic and diluted loss per unit 2025 2024 Profit for the year attributable to the unitholders of GTH Resorts No 8 Trust ($'000) (12,296) (3,059) Weighted average number of ordinary units of the Trust (number of units) * 286,933,615 200,000,000 Adjustments for calculation of diluted earnings per unit: Rights over ordinary units 242,030 - Weighted average number of ordinary units used in calculating diluted earnings per unit 287,175,645 200,000,000 Basic earnings per unit (cents per unit) (4.29) (1.53) Diluted earnings per unit (cents per unit) (4.28) (1.53) * The stapled group that the Trust belongs to undertook a restructure during the year. As part of the restructure, the units of the Trust were subdivided (refer to note 17). The comparative weighted average number of units has accordingly been rebased.
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 16 Note 10. Trade and other receivables 2025 2024 $'000 $'000 Other receivables - 4 Note 11. Other current assets 2025 2024 $'000 $'000 Prepayments - 26 Note 12. Investment properties 2025 2024 At fair value $'000 $'000 Investment property 50,400 62,300 Total investment properties 50,400 62,300 Movements in carrying amounts of investment properties Carrying value at the beginning of the year 62,300 64,000 Loss on change in fair value (11,900) (1,700) Carrying value at the end of the year 50,400 62,300 Investment properties relate to land and facilities owned by the Trust currently classified as Sites Under Development. The main categories under which the investment properties are classified by the Trust are: ● Balance Land - Greenfield and DA Approved Pipeline - Greenfield Pipeline reflects projects which the Trust owns, or will own on completion, but for which DA approval has not been granted. DA Approved Pipeline reflects communities / sites where DA approval has been granted but development is yet to commence. ● Sites Under Development - reflects communities which are under development by the Trust, including sites which are partly occupied by homeowners (<95%). ● Completed Sites - communities substantially fully occupied by homeowners (≥95%). Valuations of investment properties are carried out at each reporting period and the following are the methodologies applied.
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 Note 12. Investment properties (continued) 17 (i) Market Approach - direct comparison This method is utilised primarily to value land relating to greenfield and pipeline sites. The market approach provides an indication of the value by comparing the property with identical or comparable properties for which price information is available. (ii) Capitalisation of income method This method is utilised primarily to value active or operational communities. Under the capitalisation method, fair value is estimated using assumptions regarding the expectation of future benefits. This method involves estimating a sustainable net operating income profile of a property and applying a capitalisation rate into perpetuity. The capitalisation rate is based on current market evidence. The sustainable net operating income profile of a property takes into account occupancy, rental income and operating expenses. (iii) Discounted cash flow method The discounted cash flow method is primarily used to value balance land relating to under development sites. Under the discounted cash flow method ("DCF"), fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. The DCF utilises the forecasted cash flow of the property for a defined future period, discounted back to the valuation date, resulting in a present -day value estimate. The discount rate in the DCF model is typically a market driven rate and has regard to the time value of money, along with the risk profile of the cash flow. The key assumptions and unobservable inputs applied in the valuations is noted in the below table: Class of assets 2025 2024 2025 2024 Valuation (Level 3) $'000 $'000 Fair value input Assumptions Assumptions techniques Completed Sites 50,400 Capitalisation rate 5.10%-5.30% Income Capitalisation Sites Under Development 62,300 Site rental per villa per week (inc. GST) Discount rate Terminal yield $240 13.00% 5.15% Market approach – Direct comparison / Discounted cash flow / Income capitalisation When investment property (undeveloped land) is acquired by the Trust, it is recognised at cost including acquisition costs (for example stamp duty). After Development Approval is obtained and development commences, the fair value of investment property typically increases to reflect land improvement costs incurred and the market value of the sites included in that investment property based on future cash flows from home development profits and long-term operating net cash from rental of the sites. As a result of the Trust’s business model, when a home is sold this reduces the value attributed to that site included in the investment property valuation. This reduction in value is reflected in the value of the investment property at the next reporting date. This reduction represents the realisation of the development value as properties are transferred from development to completed sites. The net change in value of investment property in each reporting period is influenced by many different other factors, in addition to the decrease in fair value of investment property due to home sales during the period:
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 Note 12. Investment properties (continued) 18 ● DA approval being received, or other changes to the scope of the project in the period, may result in an increase in value. ● Capital expenditure in the period, which is expected to increase the value of sites (i.e. beyond the value of the capital expenditure). ● Development milestones (i.e. certain milestones such as completion of the community clubhouse) which would drive up average price/margin for homes. ● Additions/disposal of adjacent land sites which would increase/decrease the fair value of investment property. ● Unwinding of net present value of cash flows from development sites not sold during the reporting period. ● Change in macroeconomic factors, which impact average sale price, construction costs, discount rates and cap rates. ● Changes in average sales prices due to changes in the mix of the number of units remaining to be settled and the valuation of the units (i.e. generally positive through the life of the development). The carrying value of investment properties at the reporting date have been pledged as security in relation to borrowings by GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The loss on changes in fair value of investment properties of $11,900,000 (2024: $1,700,000) comprises of loss relating to sites under development. Note 13. Property, plant and equipment 2025 2024 $'000 $'000 Plant and equipment - at cost - 72 Less: Accumulated depreciation - (22) - 50 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Plant and equipment $'000 Balance at 1 January 2024 11 Additions 47 Depreciation expense (8) Balance at 1 January 2025 50 Additions 9 Transfer from a related party (note 22) 741 Depreciation expense (63) Transfer to a related party (note 22) (737) Balance at 31 December 2025 -
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 19 Note 14. Trade and other payables 2025 2024 $'000 $'000 Accrued expenses 15 64 Goods and services tax payable 8 15 Other payables - 276 23 355 Refer to note 19 for further information on financial instruments. Note 15. Unearned income 2025 2024 $'000 $'000 Site fees received in advance - 64 Note 16. Borrowings 2025 2024 Non-current liabilities $'000 $'000 Secured notes - related parties* - 11,390 Other related party loan^ 687 17,420 687 28,810 * Secured notes relate to notes issued to the unitholders. Interest on secured notes was accrued at a rate of 13.26% (2024: 13.26%). The loan has been fully paid during the year. ^ The related party loan relates to a loan from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan was variable and the average rate for the period was 5.60% (31 December 2024: 5.87%). The loan maturity date is June 2029 (31 December 2024: November 2026). Borrowings are classified as current liabilities unless the Trust has a right to defer settlement of the liability for at lea st twelve months after the reporting date. Refer to note 22 for further information on related party transactions and balances. Note 17. Contributed equity 2025 2024 2025 2024 Units Units $'000 $'000 Units - fully paid 380,288,462 2,000 30,055 2 Units issue costs - - (1,219) - 380,288,462 2,000 28,836 2
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 Note 17. Contributed equity (continued) 20 Movements in units - fully paid Details Date Units $'000 Balance 1 January 2024 2,000 2 Balance 31 December 2024 2,000 2 Securities conversion (subdivided into)* 7 July 2025 199,998,000 - Issue of units upon IPO 8 July 2025 180,288,462 30,053 Balance 31 December 2025 380,288,462 30,055 * On 7 July 2025, Trust undertook a security subdivision of 100,000 securities for every 1 security. Note 18. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Note 19. Financial instruments Financial risk management objectives At 31 December 2025, the Trust’s principal financial instruments comprise receivables, payables and related party loans. The main risks arising from the Trust’s financial instruments are interest rate and liquidity risks. The Trust manages its exposure to these risks primarily through its borrowing policy. The Trust’s management team regularly reviews those risks. Interest rate risk The Trust’s exposure to the risk of changes in market interest rates arises primarily from its use of borrowings, from GemLif e Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The main consequence of adverse changes in market interest rates is higher interest costs, reducing the Trust’s profit. The impact of an increase or decrease in average interest rate of 1% (100bps) at reporting date, with all other variables hel d constant, is illustrated below. This analysis is based on interest rate risk exposures in existence as at 31 December 2025. 100 basis points increase 100 basis points decrease 2025 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan (7) 7 100 basis points increase 100 basis points decrease 2024 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan (174) 174
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 Note 19. Financial instruments (continued) 21 Liquidity risk The main objective of liquidity risk management is to reduce the risk that the Trust does not have the resources available to meet its financial obligations and working capital and committed capital expenditure requirements. The contractual maturities of the Trust’s non-derivative financial liabilities at the reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities at market rates. 1 year or less Between 1 and 5 years Over 5 years Total 2025 $'000 $'000 $'000 $'000 Trade and other payables 23 - - 23 Borrowings 50 830 - 880 Total non-derivatives 73 830 - 903 1 year or less Between 1 and 5 years Over 5 years Total 2024 $'000 $'000 $'000 $'000 Trade and other payables 355 - - 355 Borrowings 2,533 40,421 - 42,954 Total non-derivatives 2,888 40,421 - 43,309 Note 20. Fair value measurement Fair value hierarchy The following tables detail the Trust's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either direc tly or indirectly Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total 2025 $'000 $'000 $'000 $'000 Assets Investment properties - - 50,400 50,400 Total assets - - 50,400 50,400 Level 1 Level 2 Level 3 Total 2024 $'000 $'000 $'000 $'000 Assets Investment properties - - 62,300 62,300 Total assets - - 62,300 62,300 There were no transfers between levels during the year. The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to their short- term nature. Valuation techniques for fair value measurements categorised within level 2 and level 3 Investment properties are measured at fair value. Refer to note 12 for further information on fair value measurement.
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 22 Note 21. Remuneration of auditors The auditor of the Trust is Deloitte Touche Tohmatsu and the fee for services provided by Deloitte Touche Tohmatsu for the audit of the financial statements were borne by GemLife Administration Pty Ltd (a related party) and relate to the audit of the stapled group that the Trust belongs to. Note 22. Related party transactions Stapled group and responsible entity As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a number of companies and other trusts to form a single group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. The entities within the stapled group at 31 December 2025 (and 31 December 2024) were: Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GemLife Communities Pty Ltd Yes Yes GemLife Administration Pty Ltd Yes Yes GemLife Assets Pty Ltd Yes Yes Gemstone Joinery Pty Ltd Yes Yes GemLife Finance Pty Ltd Yes Yes GemLife Funds Pty Ltd Yes Yes Prospecta Utilities Pty Ltd Yes Yes Prospecta Utilities APAC Pty Ltd Yes Yes Prospecta Telco Advisory Pty Ltd^^ No Yes Prospecta Telco Retail Pty Ltd Yes Yes GTH Project No 1 Pty Ltd Yes Yes GTH Project No 2 Pty Ltd Yes Yes GemLife Group Ltd (formerly known as GTH Project No. 4 Pty Ltd) Yes Yes GTH Project No 6 Pty Ltd Yes Yes Gemlife Communities (QLD) Operations Pty Ltd (formerly GTH Resorts No 25 Pty Ltd) Yes Yes Gemlife Communities (NSW) Operations Pty Ltd (formerly GTH Resorts No 26 Pty Ltd) Yes Yes Gemlife Communities (VIC) Operations Pty Ltd (formerly GTH Resorts No 27 Pty Ltd) Yes Yes GemLife Trust** Yes No GTH Resorts No 1 Pty Ltd (as trustee for GTH Resorts No 1 Unit Trust) Yes Yes GTH Resorts No 2 Pty Ltd (as trustee for GTH Resorts No 2 Trust)*** Yes Yes GTH Resorts No 3 Pty Ltd (as trustee for GTH Resorts No 3 Trust)*** Yes Yes GTH Resorts No 4 Pty Ltd (as trustee for GTH Resorts No 4 Trust)*** Yes Yes GTH Resorts No 5 Pty Ltd (as trustee for GTH Resorts No 5 Unit Trust) Yes Yes GTH Resorts No 6 Pty Ltd (as trustee for GTH Resorts No 6 Trust)*** Yes Yes GTH Resorts No 7 Pty Ltd (as trustee for GTH Resorts No 7 Unit Trust) Yes Yes GTH Resorts No 8 Pty Ltd (as trustee for GTH Resorts No 8 Trust)*** Yes Yes GTH Resorts No 9 Pty Ltd (as trustee for GTH Resorts No 9 Unit Trust) Yes Yes GTH Resorts No 10 Pty Ltd (as trustee for GTH Resorts No 10 Unit Trust) Yes Yes GTH Resorts No 11 Pty Ltd (as trustee for GTH Resorts No 11 Trust)*** Yes Yes GTH Resorts No 12 Pty Ltd (as trustee for GTH Resorts No 12 Trust)*** Yes Yes GTH Resorts No 14 Pty Ltd (as trustee for GTH Resorts No 14 Unit Trust) Yes Yes GTH Resorts No 15 Pty Ltd (as trustee for GTH Resorts No 15 Trust)*** Yes Yes GTH Resorts No 16 Pty Ltd (as trustee for GTH Resorts No 16 Unit Trust) Yes Yes GTH Resorts No 17 Pty Ltd (as trustee for GTH Resorts No 17 Unit Trust) Yes Yes GTH Resorts No 18 Pty Ltd (as trustee for GTH Resorts No 18 Unit Trust) Yes Yes GTH Resorts No 19 Pty Ltd (as trustee for GTH Resorts No 19 Trust)*** Yes Yes
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 Note 22. Related party transactions (continued) 23 Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GTH Resorts No 20 Pty Ltd (as trustee for GTH Resorts No 20 Unit Trust) Yes Yes GTH Resorts No 21 Pty Ltd (as trustee for GTH Resorts No 21 Unit Trust) Yes Yes GTH Resorts No 22 Pty Ltd (as trustee for GTH Resorts No 22 Unit Trust) Yes Yes GTH Resorts No 23 Pty Ltd (as trustee for GTH Resorts No 23 Unit Trust) Yes Yes GTH Resorts No 24 Pty Ltd (as trustee for GTH Resorts No 24 Unit Trust) Yes Yes GemLife Resorts No 25 Pty Ltd (as trustee for GTH Resorts No 25 Unit Trust)**** Yes No GemLife Resorts No 26 Pty Ltd (as trustee for GTH Resorts No 26 Unit Trust)**** Yes No GemLife Resorts No 27 Pty Ltd (as trustee for GTH Resorts No 27 Unit Trust)**** Yes No GTH Resorts No 1 Unit Trust* Yes Yes GTH Resorts No 3 Trust Yes Yes GTH Resorts No 2 Trust GTH Resorts No 4 Trust Yes Yes GTH Resorts No 5 Unit Trust* Yes Yes GTH Resorts No 6 Trust Yes Yes GTH Resorts No 7 Unit Trust* Yes Yes GTH Resorts No 9 Unit Trust* Yes Yes GTH Resorts No 10 Unit Trust* Yes Yes GTH Resorts No 11 Trust Yes Yes GTH Resorts No 12 Trust Yes Yes GTH Resorts No 14 Unit Trust* Yes Yes GTH Resorts No 15 Trust Yes Yes GTH Resorts No 16 Unit Trust* Yes Yes GTH Resorts No 17 Unit Trust* Yes Yes GTH Resorts No 18 Unit Trust * Yes Yes GTH Resorts No 19 Trust Yes Yes GTH Resorts No 20 Unit Trust* Yes Yes GTH Resorts No 21 Unit Trust* Yes Yes GTH Resorts No 22 Unit Trust* Yes Yes GTH Resorts No 23 Unit Trust* Yes Yes GTH Resorts No 24 Unit Trust* Yes Yes GTH Resorts No 25 Unit Trust* Yes Yes GTH Resorts No 26 Unit Trust* Yes Yes GTH Resorts No 27 Unit Trust* Yes Yes GemAliria Pty Ltd*^ Yes No Gemstone Lifestyle No 2 Pty Ltd*^ Yes No Gemstone Lifestyle No 3 Pty Ltd*^ Yes No Gemstone Lifestyle No 4 Pty Ltd*^ Yes No Gemstone Lifestyle No 5 Pty Ltd*^ Yes No Gemstone Lifestyle No 6 Pty Ltd*^ Yes No Gemstone Lifestyle No 7 Pty Ltd*^ Yes No Gemstone Lifestyle No 8 Pty Ltd*^ Yes No Gemstone Lifestyle No 9 Pty Ltd*^ Yes No *During the year ended 31 December 2025, GemLife Trust became the holding entity for these trusts and companies. ^ On 15 July 2025, GemLife Trust acquired 100% of the issued share capital of GemAliria Pty Ltd and its subsidiaries from a group ultimately controlled by a director of GemLife Group Ltd ^^ Prospecta Telco Advisory Pty Ltd was deregistered on 22 July 2025. *** On 16 May 2025, these entities were retired as trustees of their respective unit trusts. **** These entities were incorporated on 9 September 2025 and were established as trustees of their respective unit trusts on 12 November 2025.
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 Note 22. Related party transactions (continued) 24 Transactions with entities within the stapled group are related party transactions. The Responsible Entity of the Trust is Equity Trustees Limited. The Responsible Entity, schemes managed by the Responsible Entity and key management personnel of the Responsible Entity are related parties to the Trust. Accordingly, transactions with the entities and parties noted above are related party transactions. Key management personnel The persons who were directors of GTH Resorts No 8 Pty Ltd (as Trustee of the Trust to 16 May 2025): Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The persons who were directors of Equity Trustees Limited at any time since 16 May 2025 up to the date of this report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Other key management personnel: There were no other key management personnel with responsibility for planning, directing and controlling the activities of th e Trust, directly or indirectly during the year. There were no transactions with key management personnel during the reporting year (2024: nil). Transactions with related parties The following transactions occurred with related parties: 2025 2024 $ $ Operating lease income ^ 732,370 - Restructuring and IPO costs paid by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) on behalf of the Trust including costs recorded as a deduction from equity (1,573,958) - Service fees charged by the GemLife Administration Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (122,170) (211,198) Interest expense charged by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (768,923) (1,474,087) Interest on secured notes (671,767) (1,190,448) Transfer of assets from GemLife Group Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) 741,114 - Transfer of assets to GemLife Communities (QLD) Operations Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to)* (737,470) - Custodian and Responsible Entity fees paid to EQT Australia Limited (30,158) -
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 Note 22. Related party transactions (continued) 25 ^ On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd, a related party, to manage the operations of the Trust property, effective 30 June 2025. Under this arrangement, the Trust earns operating lease income from GemLife Operations based on the rent calculation set out in the agreement. The agreement expires on 29 June 2045. * During the year, the Trust transferred all of its property, plant and equipment to GemLife Communities (QLD) Operations Pty Ltd (GemLife Operations) at carrying value on loan account. Loans from related parties The following balances are outstanding at the reporting date in relation to loans with related parties: 2025 2024 $ $ Non-current borrowings: Secured notes - issued to unitholders - (11,390,101) Loan from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (686,942) (17,420,000) Note 23. Events after the reporting year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Note 24. Reconciliation of loss to net cash generated from operating activities 2025 2024 $'000 $'000 Loss for the year (12,296) (3,059) Adjustments for: Restructuring and IPO costs paid by a related party 355 - Depreciation and amortisation 63 8 Loss on change in fair value of investment property 11,900 1,700 Interest income earned (1) (1) Finance cost incurred 1,489 2,664 Interest income received 1 1 Interest and other finance costs paid (721) (1,187) Change in operating assets and liabilities: Decrease in trade and other receivables 4 63 Decrease/(increase) in other assets 26 (11) (Decrease)/Increase in trade and other payables (331) 281 (Decrease)/Increase in unearned income (64) 13 Net cash generated from operating activities 425 472 Note 25. Non-cash financing activities The movement in related party borrowings includes the following non-cash transactions:
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GTH Resorts No 8 Trust Notes to the financial statements 31 December 2025 Note 25. Non-cash financing activities (continued) 26 2025 2024 $'000 $'000 Restructuring and IPO costs paid by a related party 1,574 - Finance expenses accrued 769 1,477 Transfer of property, plant and equipment to a related party 737 - Units issued net of transaction costs 28,834 - 2025 2024 $'000 $'000 Restructuring and IPO costs paid by a related party (355) - Finance expenses accrued (769) (1,477) Transfer of property, plant and equipment to a related party 737 - Transfer of property, plant and equipment from a related party (741) - Units issued net of transaction costs 28,834 - Total non-cash transactions 27,706 (1,477) Movement in related party borrowings (28,123) 1,047 Net payments in relation to related party borrowings (417) (430)
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GTH Resorts No 8 Trust Directors' declaration 31 December 2025 27 In the opinion of the directors of the Responsible Entity: (a) The financial statements and notes set out on pages 6 to 26 are in accordance with the Corporations Act 2001, including: i. complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii. giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its performance for the year ended on that date. (b) There are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable; and (c) Note 1 confirms that the financial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the directors of Equity Trustees Limited through a delegated auth ority given by Equity Trustees Limited’s Board. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au Independent Auditor’s Report to the Unitholders of GTH Resorts No 8 Trust Opinion We have audited the financial report of GTH Resorts No 8 Trust (the “Trust”) which comprises the statement of financial position as at 31 December 2025 , the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information and the directors’ declaration. In our opinion, the accompanying financial report of the Trust is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its financial performance for the year then ended; and • Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. 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 Trust in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors, would be in the same terms if given to the directors as at the time of this auditor’s report. 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 financial report for 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. Key Audit Matter How the scope of our audit responded to the Key Audit Matter Valuation of investment properties Refer to notes 2, 3 and 12 of the financial statements. At 31 December 2025 the Trust’s statement of financial position included investment properties of $50 million (100҇ of the Group’s total assets). Our audit procedures included but were not limited to: • Obtained an understanding of management’s process and policies in relation to the valuation of investment properties; • Evaluated the design and implementation of controls relevant to the valuation of investment properties; 28
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As disclosed in note 12, investment properties are carried at fair value. The valuation of investment properties involves judgement that includes selecting an appropriate valuation methodology and valuation assumptions that include: • Income capitalisation rates; • Discount rates; • Weekly site rentals per villa; and • Terminal yields. These apply to each of the investment property categories held by the Trust, being Balance Land, Sites Under Development and Completed Sites, as applicable. The Trust determined the value of investment properties with reference to independent external valuations. Given the financial significance of investment properties and the subjectivity and sensitivity of the valuation methodologies and assumptions, we consider the valuation of investment properties to be a key audit matter. • Assessed the qualifications, competence and objectivity of the independent external valuer; • Together with Deloitte real estate valuation experts, assessed the valuation of the Balance Land, Sites Under Development and Completed Sites investment property categories by performing the following procedures as applicable: o Held discussions with and made enquiries of management and the external valuer in relation to the investment property valuation approach; o Assessed the appropriateness of the valuation methodologies applied; o Assessed the appropriateness of the key assumptions used in the valuation including the: ▪ Income capitalisation rates; ▪ Discount rates; ▪ Weekly site rentals per villa; and ▪ Terminal yields; by comparing the assumptions against market data and comparable transactions as appropriate. • On a sample basis, tested the appropriateness of capital expenditure to investment property as applicable; • Obtained the investment properties fair value reconciliation of opening to closing fair values and assessed the completeness of fair value movements during the year as applicable; and • Assessed the adequacy and appropriateness of the disclosures in the notes to the financial statements. Other Matter The financial information of the Trust for the year ended 3 1 December 2024 was audited as part of the consolidated financial statements of GemLife Group Ltd (formerly known as GTH Project No 4 Pty Ltd). No audit report was issued on the stand -alone financial statements of the Trust as the Trust was not a disclosing entity at that date. Other Information The directors of (quity Trustees [imited, as Responsible (ntity of the Trust (the “directors”), are responsible for the other information. The other information comprises the directors’ report on the Trust and the financial statements of GemLife Group Ltd, GemLife Trust, GTH Resorts No 2 Trust, GTH Resorts No 3 Trust, GTH Resorts No 4 Trust, GTH Resorts No 6 Trust, GTH Resorts No 11 Trust, GTH Resorts No 12 Trust, GTH Resorts No 15 Trust and GTH Resorts No 19 Trust (but does not include the financial report of the Trust and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report, and also includes the Gem[ife Group [td annual report for the year ended 31 December 2025, which is expected to be made available to us after the date of this audit report. 29
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Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, 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. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the GemLife Group Ltd annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action. Responsibilities of the Directors for the Financial Report The directors are responsible: • For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust in accordance with Australian Accounting Standards; and • For such internal control as the directors determine is necessary to enable the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust, and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the ability of the Trust 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 Trust or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are 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 the Australian Auditing Standards 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 this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, 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 fo r 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 Trust’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. 30
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• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’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 financial report or, if such disclosures are inadequate, to modify our op inion. Our conclusions are based on the audit evid ence obtained up to the date of our auditor’s report. Fowever, future events or conditions may cause the Trust to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. 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 to 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 financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s repor t 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. DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Brisbane, 25 February 2026 31
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GTH Resorts No 11 Trust ARSN 687 163 720 Financial Statements For the year ended 31 December 2025
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GTH Resorts No 11 Trust Contents 31 December 2025 1 Directors' report 2 Auditor's independence declaration 5 Statement of profit or loss and other comprehensive income 6 Statement of financial position 7 Statement of changes in equity 8 Statement of cash flows 9 Notes to the financial statements 10 Directors' declaration 28 Independent auditor's report to the unitholders of GTH Resorts No 11 Trust 29
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GTH Resorts No 11 Trust Directors' report 31 December 2025 2 The directors of Equity Trustees Limited, the Responsible Entity for GTH Resorts No 11 Trust (the 'Trust') present their report together with the financial statements of the Trust for the year ended 31 December 2025. The Trust was established on 22 July 2015 and commenced operations on 1 January 2016. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission ("ASIC") on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. On 3 July 2025, GemLife Group Ltd, an entity stapled to the Trust, listed on the Australian Securities Exchange ("ASX") under the ASX code: GLF (referred to as GemLife Communities Group on the ASX). On 7 July 2025, the stapled group was restructured, implementing a stapling arrangement that attached the units of the Trust to the units of nine other trusts and to the shares of GemLife Group Ltd. The Trust did not have any employees during the year. The various service providers for the Trust are detailed below: Service Provider Responsible Entity: Equity Trustees Limited* Investment Manager: GemLife Funds Limited Custodian: EQT Australia Limited Statutory Auditor: Deloitte Touche Tohmatsu * On 16 May 2025, GTH Resorts No 11 Pty Ltd retired as Trustee and Equity Trustees Limited was appointed as the Responsible Entity on the same date. Directors The trustee of the Trust up to the date of appointment of the Responsible Entity was GTH Resorts No 11 Pty Ltd (the "Trustee") and the names of the directors for the Trustee throughout the period up to 16 May 2025 were: Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The following persons held office as directors of the Trust from 16 May 2025 to the end of the year and up to the date of thi s report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Principal activities The principal activity of the Trust during the year was the ownership and lease of land and operation of land lease community assets. During the year, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property. There were no other significant changes in the nature of the Trust’s activities during the year.
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GTH Resorts No 11 Trust Directors' report 31 December 2025 3 Review of operations The Trust is part of a stapled group of which Gemlife Group Ltd is the parent. A review of the consolidated group’s operations is included in the GemLife Group Ltd directors’ report. The statutory profit for the Trust for the year amounted to $39,251,000 (2024: $54,915,000). The statutory profit comprises an operating loss (net loss before fair valuation loss on investment property) of $2,603,000 (2024: $3,085,000) and net valuation gain of $41,854,000 (2024: $58,000,000) on investment property. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Significant changes in the state of affairs On 16 May 2025, GTH Resorts No 11 Pty Ltd retired as Trustee and Equity Trustees Limited were appointed as the Responsible Entity on the same date. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission on 28 May 2025. On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property effective 30 June 2025. There were no other significant changes in the state of affairs of the Trust during the year ended 31 December 2025. Environmental issues The Trust’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia. Proceeding on behalf of Trust No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Trust, or to intervene in any proceedings to which the Trust is a party for the purpose of taking responsibility on behalf of the Trust for all or part of those proceedings. The Trust is not a party to any such proceedings during the year. Future development and results The Trust will continue to deliver on its strategy to own master-planned land lease communities retaining ownership of the land and receiving rental income for leasing the land. Investment property valuation changes may have a material impact on the results of the Trust in future years. Future investment property valuation changes cannot be reliably measured at the date of this report. Indemnification and insurance of officers and auditors No insurance premiums are paid for out of the assets of the Trust in regard to insurance cover provided to the officers of Equity Trustees Limited. So long as the officers of Equity Trustees Limited act in accordance with the Trust’s Constitution and the law, the officers remain indemnified out of the assets of the Trust against losses incurred while acting on behalf of the Trust. The Trust has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Trust or of any related body corporate against a liability incurred as an officer or auditor. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Rounding of amounts The Trust is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars ($'000), unless otherwise indicated.
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GTH Resorts No 11 Trust Directors' report 31 December 2025 4 Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 5. Fees paid to and interests held in the Fund by the Responsible Entity and its associates Fees paid to the Responsible Entity and its associates out of Fund property during the year are disclosed in Note 23 to the financial statements. No fees were paid out of Fund property to the directors of the Responsible Entity during the year. The number of interests in the Fund held by the Responsible Entity or its associates as at the end of the financial year are disclosed in Note 23 to the financial statements. This report is made in accordance with a resolution of the directors of Equity Trustees Limited. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au 25 February 2026 The Directors Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 11 Trust Level 1, 575 Bourke Street Melbourne, VIC, 3000 Dear Directors Auditor’s Independence Declaration to GTH Resorts No 11 Trust In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 11 Trust. As lead audit partner for the audit of the financial report of GTH Resorts No 11 Trust for the financial year ended 31 December 2025 , I declare that to the best of my knowledge and belief, there have been no contraventions of: • The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • Any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants 5
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GTH Resorts No 11 Trust Statement of profit or loss and other comprehensive income For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 6 Continuing operations Revenue 5 395 50 Other income 6 2 1 Administration expenses 7 (1,404) (184) Gain on change in fair value of investment property 13 41,854 58,000 Finance expenses 8 (1,596) (2,952) Profit for the year attributable to the unitholders of GTH Resorts No 11 Trust 39,251 54,915 Other comprehensive income for the year - - Total comprehensive income for the year attributable to the unitholders of GTH Resorts No 11 Trust 39,251 54,915 Note 2025 2024 Attributable to the unitholders of GTH Resorts No 11 Trust Basic earnings per unit (cents per unit) 9 13.68 27.46 Diluted earnings per unit (cents per unit) 9 13.67 27.46
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GTH Resorts No 11 Trust Statement of financial position As at 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of financial position should be read in conjunction with the accompanying notes 7 Assets Current assets Cash and cash equivalents - 3 Trade and other receivables 10 - 5 Related party loan 11 52,723 - Other current assets 12 - 1 Total current assets 52,723 9 Non-current assets Investment properties 13 188,000 143,000 Total non-current assets 188,000 143,000 Total assets 240,723 143,009 Liabilities Current liabilities Trade and other payables 15 3,169 20 Unearned income 16 - 6 Total current liabilities 3,169 26 Non-current liabilities Borrowings 17 - 37,709 Total non-current liabilities - 37,709 Total liabilities 3,169 37,735 Net assets 237,554 105,274 Equity Contributed equity 18 93,031 2 Retained profits 144,523 105,272 Total equity 237,554 105,274
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GTH Resorts No 11 Trust Statement of changes in equity For the year ended 31 December 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes 8 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2024 2 50,357 50,359 Profit for the year - 54,915 54,915 Other comprehensive income for the year - - - Total comprehensive income for the year - 54,915 54,915 Balance at 31 December 2024 2 105,272 105,274 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2025 2 105,272 105,274 Profit for the year - 39,251 39,251 Other comprehensive income for the year - - - Total comprehensive income for the year - 39,251 39,251 Transactions with unitholders in their capacity as unitholders: Issue of units upon IPO (note 18) 96,963 - 96,963 Transaction costs incurred (note 18) (3,934) - (3,934) Balance at 31 December 2025 93,031 144,523 237,554
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GTH Resorts No 11 Trust Statement of cash flows For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of cash flows should be read in conjunction with the accompanying notes 9 Cash flows from operating activities Receipts from customers 436 64 Payments to suppliers (296) (157) Net cash generated from/(used in) operating activities 25 140 (93) Cash flows from investing activities Payments for property, plant and equipment 14 (3) - Net cash used in investing activities (3) - Cash flows from financing activities Net (payments)/proceeds in relation to related party borrowings (140) 95 Net cash (used in)/generated from financing activities 26 (140) 95 Net (decrease)/increase in cash and cash equivalents (3) 2 Cash and cash equivalents at the beginning of the financial year 3 1 Cash and cash equivalents at the end of the financial year - 3
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 10 Note 1. General information The financial statements cover GTH Resorts No 11 Trust (the "Trust") as an individual entity. The Trust is a for profit entity for the purpose of preparing the financial statements. The Trust was established on 22 July 2015 and registered as a management investment scheme on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. The entities within the stapled group at 31 December 2025 (and 31 December 2024) are disclosed in note 23. The registered office and principal place of business is: ● Level 1, 575 Bourke Street, Melbourne, VIC 3000 Australia A description of the nature of the Trust's operations and its principal activities are included in the directors' report. The financial statements were authorised for issue by the directors of the Responsible Entity on the date the Directors’ declaration was signed. The directors of the Responsible Entity have the power to amend and reissue the financial statements. Basis of preparation These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board (AASB). These financial statements represent the first general purpose annual financial statements prepared by the Trust in compliance with Australian Accounting Standards, including AASB 1 First-time Adoption of Australian Accounting Standards. In preparing these financial statements, the Trust has applied all relevant standards and interpretations issued by the AASB that are effective for financial reporting periods beginning on or after 1 January 2025. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Trust comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Consequently, this financial report has been prepared in accordance with and complies with IFRS Accounting Standards as issued by the IASB. Rounding off of amounts The Trust meets the criteria of ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and, accordingly amounts in the financial statements have been rounded to the nearest thousand dollars ($'000), unless otherwise stated. Amounts in these financial statements are stated in Australian dollars (which is the functional and presentation currency) unless otherwise noted. Basis of measurement The financial statements have been prepared on the historical cost basis except for investment properties, which are measured at fair value. Going concern The directors have, at the time of approving the financial statements, a reasonable expectation that the Trust has adequate resources to continue in operational existence for the foreseeable future. Thus, the Trust has applied the going concern basis of accounting in preparing the financial statements.
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 11 Note 2. Material accounting policy information Material accounting policies adopted in the preparation of these financial statements are presented below and are consistent with the prior reporting period unless otherwise stated. The accounting policies that are material to the Trust are set out below. Revenue recognition Revenue from contracts with customers Revenue from contracts with customers is recognised when performance obligations have been met and control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Trust expects to be entitled to in exchange for those goods or services. Site rental income The site rental income relates to the fee for the lease of the land by the homeowner and services provided in relation to the operation and management of the common community facilities. Income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Revenue from rendering services is recognised in accordance with performance obligations under the terms and conditions of the service agreements. The Trust recognises site fees over time because the customer simultaneously receives and consumes the benefit provided to them. Operating lease income Operating lease income is recognised on a straight-line basis over the lease term. Lease incentives granted are recognised as part of the operating lease income. Contingent lease income is recognised as income in the period when earned. Other income Other income comprises recharges to external parties. Other income is recognised on an accruals basis when the Trust is entitled to it. Cash and cash equivalents Cash and cash equivalents comprises cash on hand, demand deposits which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Trade and other receivables Other receivables are recognised at amortised cost, less any allowance for expected credit losses. Investment properties Investment properties comprise interests in land and buildings held for long-term rental yields and / or for capital appreciation. Investment properties include land under development as well as fully developed land. Investment properties are measured initially at cost, including transaction costs and construction costs incurred to develop the investment property, such as costs in relation to civil works, community facilities and infrastructure charges. Subsequently, investment properties are stated at fair value, reflecting market conditions at reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the statement of profit or loss and other comprehensive income in the period they arise. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at measurement date, in the principal market for the asset or liability, or the most advantageous market in its absence. It is the policy of the Trust to review the fair value of each investment property at each reporting date and revalue investment properties to fair value, per an independent valuation, when their carrying value is deemed to be materially different to their fair value. In determining fair values, the Trust considers relevant information including the capitalisation of rental streams using market assessed capitalisation rates, expected net cash flows discounted to their present value using market determined risk-adjusted discount rates, and other available market data such as recent comparable transactions. The assessment of fair value of investment properties does not take into account potential capital gains tax assessable.
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 12 Investment properties (continued) An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the property. Any gain or loss arising on derecognition of the investment property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the investment property is derecognised Trade and other payables These amounts represent liabilities for goods and services provided to the Trust prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Secured notes The issue of secured notes to note holders is recognised upon satisfaction of the terms of the Note Issue Deed which includes payment of the issue price. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. Contributed equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Trust are recognised at the proceeds received, net of direct issue costs. Repurchases of the Trust’s own equity instruments are recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Trust’s own equity instruments.
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 13 Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Income tax Under current Australian income tax legislation the Trust is not liable for income tax provided that unitholders are presentl y entitled to all the net income of the Trust each year. Accordingly, no income or deferred tax is recorded in these financial statements. The liability for capital gain tax that may arise if the Trust’s property is sold is not accounted for in these financial statements. New or amended Accounting Standards and Interpretations adopted There are no new and revised Standards and amendments thereto and Interpretations effective for the current year that are relevant to the Trust. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Accounting Standards and Interpretations issued that are not yet mandatory but may be relevant to the Trust are summarised below: ● AASB 2024‑2: Amendments to AASB 7 & AASB 9 – Classification & Measurement of Financial Instruments (Effective date: 1 January 2026) ● AASB 18: Presentation & Disclosure in Financial Statements (Effective date: 1 January 2027) The Trust continues to assess the impact of the foregoing new and amended accounting standards and interpretations effective subsequent to 31 December 2025 on the Trust's financial statements in the period of initial application. Additional disclosures required by these amendments will be included in the Trust's financial statements when these new standards and amendments are adopted.
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 14 Note 3. Critical accounting judgements, estimates and assumptions In applying the Trust’s accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 in the period of the revision and future periods if the revision affects both current and future periods. The significant estimates and judgements made have been described below. Valuation of investment property The Trust’s investment properties represent a significant balance in the statement of financial position. Investment properties are measured at fair value using valuation methods that utilise inputs based on estimates. The methodology applied is a combination of the valuations determined using the discounted cash flow (DCF) method, the income capitalisation method, the direct comparison method and transaction prices where relevant (refer to note 13 for discussion about each methodology). Independent valuations are adopted for investment properties determined using property valuation models that rely on the use of inputs that are not based on readily observable market data. The significant valuation inputs are as follows: ● Annual net property income – represents the contracted amount for which the property is leased. ● Capitalisation rate – the rate at which the net market income is capitalised to determine the value of the property. The rate is determined with regard to market evidence. ● Discount rate – the rate of return used to convert the monetary sum, payable or receivable in the future, into present value. It reflects 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 regard to market evidence. ● Terminal yield – the capitalisation rate used to estimate the residual value of the cash flows associated with the investment property at the end of the expected holding period. Changes in these unobservable inputs will ultimately impact on the fair value of the investment properties recorded. Note 4. Segment information Management of GemLife Group Ltd have determined that the Trust has one operating segment. The segment is Community Operations which involves the leasing and maintenance of investment properties. This is based on internal reporting assessed by the Chief Executive Officer of GemLife Group Ltd (who is identified as the Chief Operating Decision Maker (“CODM”)).
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 15 Note 5. Revenue 2025 2024 Revenue from contracts with customers: $'000 $'000 Site fees* 209 50 Operating lease income* 186 - 395 50 * revenue is recognised over time On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd ("GemLife Operations"), a related party, to manage the operations of the Trust property effective 30 June 2025. Under this arrangement, the Trust earns operating lease income from GemLife Operations, and the site fees are now payable to GemLife Operations. Following this arrangement, more than 10% of revenue transactions are from a single customer, GemLife Operations. Note 6. Other income 2025 2024 $'000 $'000 Recovery of utilities and recharges 2 1 Note 7. Administrative expenses Administrative expenses include $1,145k (2024: nil) of restructuring and Initial Public Offering (IPO) transaction costs paid by a related party (refer to note 23). Note 8. Finance expenses 2025 2024 $'000 $'000 Interest expense - related party 1,596 2,952 Interest expense - related party relates to interest costs incurred on borrowings from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for the year was 5.60% (2024: 5.87%). Note 9. Basic and diluted earnings per unit 2025 2024 Profit for the year attributable to the unitholders of GTH Resorts No 11 Trust ($'000) 39,251 54,915 Weighted average number of ordinary units of the Trust (number of units) * 286,933,615 200,000,000 Adjustments for calculation of diluted earnings per unit: Rights over ordinary units 242,030 - Weighted average number of ordinary units used in calculating diluted earnings per unit 287,175,645 200,000,000 Basic earnings per unit (cents per unit) 13.68 27.46 Diluted earnings per unit (cents per unit) 13.67 27.46 * The stapled group that the Trust belongs to undertook a restructure during the year. As part of the restructure, the units of the Trust were subdivided (refer to note 18). The comparative weighted average number of units has accordingly been rebased.
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 16 Note 10. Trade and other receivables 2025 2024 $'000 $'000 Other receivables - 3 Goods and services tax receivable - 2 - 5 Note 11. Related party loan 2025 2024 $'000 $'000 Other related party loan 52,723 - The related party loan relates to a loan to GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The loan does not carry interest and is repayable on demand. Refer to note 23 for further information on related party transactions and balances. Note 12. Other current assets 2025 2024 $'000 $'000 Prepayments - 1 Note 13. Investment properties 2025 2024 At fair value $'000 $'000 Investment property 188,000 143,000 Total investment properties 188,000 143,000 Movements in carrying amounts of investment properties Carrying value at the beginning of the year 143,000 85,000 Additions 3,146 - Gain on change in fair value 41,854 58,000 Carrying value at the end of the year 188,000 143,000 Investment properties relate to land and facilities owned by the Trust currently classified as Sites Under Development. The main categories under which the investment properties are classified by the Trust are:
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 Note 13. Investment properties (continued) 17 ● Balance Land - Greenfield and DA Approved Pipeline - Greenfield Pipeline reflects projects which the Trust owns, or will own on completion, but for which DA approval has not been granted. DA Approved Pipeline reflects communities / sites where DA approval has been granted but development is yet to commence. ● Sites Under Development - reflects communities which are under development by the Trust, including sites which are partly occupied by homeowners (<95%). ● Completed Sites - communities substantially fully occupied by homeowners (≥95%). Valuations of investment properties are carried out at each reporting period and the following are the methodologies applied. (i) Market Approach - direct comparison This method is utilised primarily to value land relating to greenfield and pipeline sites. The market approach provides an indication of the value by comparing the property with identical or comparable properties for which price information is available. (ii) Capitalisation of income method This method is utilised primarily to value active or operational communities. Under the capitalisation method, fair value is estimated using assumptions regarding the expectation of future benefits. This method involves estimating a sustainable net operating income profile of a property and applying a capitalisation rate into perpetuity. The capitalisation rate is based on current market evidence. The sustainable net operating income profile of a property takes into account occupancy, rental income and operating expenses. (iii) Discounted cash flow method The discounted cash flow method is primarily used to value balance land relating to under development sites. Under the discounted cash flow method ("DCF"), fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. The DCF utilises the forecasted cash flow of the property for a defined future period, discounted back to the valuation date, resulting in a present -day value estimate. The discount rate in the DCF mod el is typically a market driven rate and has regard to the time value of money, along with the risk profile of the cash flow. The key assumptions and unobservable inputs applied in the valuations is noted in the below table: Class of assets 2025 2024 2025 2024 Valuation (Level 3) $'000 $'000 Fair value input Assumptions Assumptions techniques Sites Under Development 188,000 143,000 Site rental per villa per week (inc. GST) Discount rate Terminal yield $268 16.75% 5.25% $250 17.50% 5.25% Market approach – Direct comparison / Discounted cash flow / Income capitalisation
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 Note 13. Investment properties (continued) 18 When investment property (undeveloped land) is acquired by the Trust, it is recognised at cost including acquisition costs (for example stamp duty). After Development Approval is obtained and development commences, the fair value of investment property typically increases to reflect land improvement costs incurred and the market value of the sites included in that investment property based on future cash flows from home development profits and long-term operating net cash from rental of the sites. As a result of the Trust’s business model, when a home is sold this reduces the value attributed to that site included in the investment property valuation. This reduction in value is reflected in the value of the investment property at the next reporting date. This reduction represents the realisation of the development value as properties are transferred from development to completed sites. The net change in value of investment property in each reporting period is influenced by many different other factors, in addition to the decrease in fair value of investment property due to home sales during the period: ● DA approval being received, or other changes to the scope of the project in the period, may result in an increase in value. ● Capital expenditure in the period, which is expected to increase the value of sites (i.e. beyond the value of the capital expenditure). ● Development milestones (i.e. certain milestones such as completion of the community clubhouse) which would drive up average price/margin for homes. ● Additions/disposal of adjacent land sites which would increase/decrease the fair value of investment property. ● Unwinding of net present value of cash flows from development sites not sold during the reporting period. ● Change in macroeconomic factors, which impact average sale price, construction costs, discount rates and cap rates. ● Changes in average sales prices due to changes in the mix of the number of units remaining to be settled and the valuation of the units (i.e. generally positive through the life of the development). The carrying value of investment properties at the reporting date have been pledged as security in relation to borrowings by GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The gain on changes in fair value of investment properties of $41,854,000 (2024: $58,000,000) comprises of gains relating to sites under development. Note 14. Property, plant and equipment Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Plant and equipment $'000 Balance at 1 January 2024 - Balance at 1 January 2025 - Additions 3 Transfer to a related party (note 23) (3) Balance at 31 December 2025 -
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 19 Note 15. Trade and other payables 2025 2024 $'000 $'000 Related party payables* 3,146 - Accrued expenses 23 20 3,169 20 * Related party payables as at 31 December 2025 comprise amounts outstanding in relation to the additions to investment property during the year (refer to note 13). The amount is payable to GemLife Group Ltd and is in relation to the cost of development works performed under the Development Management Agreement. Refer to note 20 for further information on financial instruments. Note 16. Unearned income 2025 2024 $'000 $'000 Site fees received in advance - 6 Note 17. Borrowings 2025 2024 Non-current liabilities $'000 $'000 Secured notes - related parties* - 723 Other related party loan^ - 36,986 - 37,709 * Secured notes relate to notes issued to the unitholders. Interest on secured notes was accrued at a rate of 13.26% (2024: 13.26%). The loan has been fully paid during the year. ^ The related party loan relates to a loan from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for the period was 5.60% (31 December 2024: 5.87%). Proceeds from the unit issue were utilised to settle the loan during the year. Borrowings are classified as current liabilities unless the Trust has a right to defer settlement of the liability for at lea st twelve months after the reporting date. Refer to note 23 for further information on related party transactions and balances. Note 18. Contributed equity 2025 2024 2025 2024 Units Units $'000 $'000 Units - fully paid 380,288,462 2,000 96,965 2 Units issue costs - - (3,934) - 380,288,462 2,000 93,031 2
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 Note 18. Contributed equity (continued) 20 Movements in units - fully paid Details Date Units $'000 Balance 1 January 2024 2,000 2 Balance 31 December 2024 2,000 2 Securities conversion (subdivided into)* 7 July 2025 199,998,000 - Issue of units upon IPO 8 July 2025 180,288,462 96,963 Balance 31 December 2025 380,288,462 96,965 * On 7 July 2025, Trust undertook a security subdivision of 100,000 security for every 1 security. Note 19. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Note 20. Financial instruments Financial risk management objectives At 31 December 2025, the Trust’s principal financial instruments comprise receivables, payables and related party loans. The main risks arising from the Trust’s financial instruments are interest rate and liquidity risks. The Trust manages its exposure to these risks primarily through its borrowing policy. The Trust’s management team regularly reviews those risks. Interest rate risk The Trust’s exposure to the risk of changes in market interest rates arises primarily from related party loans from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The main consequence of adverse changes in market interest rates is higher interest costs, reducing the Trust’s profit. The impact of an increase or decrease in average interest rate of 1% (100bps) at reporting date, with all other variables hel d constant, is illustrated below. This analysis is based on interest rate risk exposures in existence as at 31 December 2025. 100 basis points increase 100 basis points decrease 2025 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan - - 100 basis points increase 100 basis points decrease 2024 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan (370) 370
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 Note 20. Financial instruments (continued) 21 Liquidity risk The main objective of liquidity risk management is to reduce the risk that the Trust does not have the resources available to meet its financial obligations and working capital and committed capital expenditure requirements. The contractual maturities of the Trust’s non-derivative financial liabilities at the reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities at market rates. 1 year or less Between 1 and 5 years Over 5 years Total 2025 $'000 $'000 $'000 $'000 Trade and other payables 3,169 - - 3,169 Borrowings - - - - Total non-derivatives 3,169 - - 3,169 1 year or less Between 1 and 5 years Over 5 years Total 2024 $'000 $'000 $'000 $'000 Trade and other payables 20 - - 20 Borrowings 2,267 46,931 - 49,198 Total non-derivatives 2,287 46,931 - 49,218 Note 21. Fair value measurement Fair value hierarchy The following tables detail the Trust's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either direc tly or indirectly Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total 2025 $'000 $'000 $'000 $'000 Assets Investment properties - - 188,000 188,000 Total assets - - 188,000 188,000 Level 1 Level 2 Level 3 Total 2024 $'000 $'000 $'000 $'000 Assets Investment properties - - 143,000 143,000 Total assets - - 143,000 143,000 There were no transfers between levels during the year. The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to their short- term nature. Valuation techniques for fair value measurements categorised within level 2 and level 3 Investment properties are measured at fair value. Refer to note 13 for further information on fair value measurement.
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 22 Note 22. Remuneration of auditors The auditor of the Trust is Deloitte Touche Tohmatsu and the fee for services provided by Deloitte Touche Tohmatsu for the audit of the financial statements were borne by GemLife Administration Pty Ltd (a related party) and relate to the audit of the stapled group that the Trust belongs to. Note 23. Related party transactions Stapled group and responsible entity As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a number of companies and other trusts to form a single group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times.
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 Note 23. Related party transactions (continued) 23 The entities within the stapled group at 31 December 2025 (and 31 December 2024) were: Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GemLife Communities Pty Ltd Yes Yes GemLife Administration Pty Ltd Yes Yes GemLife Assets Pty Ltd Yes Yes Gemstone Joinery Pty Ltd Yes Yes GemLife Finance Pty Ltd Yes Yes GemLife Funds Pty Ltd Yes Yes Prospecta Utilities Pty Ltd Yes Yes Prospecta Utilities APAC Pty Ltd Yes Yes Prospecta Telco Advisory Pty Ltd^^ No Yes Prospecta Telco Retail Pty Ltd Yes Yes GTH Project No 1 Pty Ltd Yes Yes GTH Project No 2 Pty Ltd Yes Yes GemLife Group Ltd (formerly known as GTH Project No. 4 Pty Ltd) Yes Yes GTH Project No 6 Pty Ltd Yes Yes Gemlife Communities (QLD) Operations Pty Ltd (formerly GTH Resorts No 25 Pty Ltd) Yes Yes Gemlife Communities (NSW) Operations Pty Ltd (formerly GTH Resorts No 26 Pty Ltd) Yes Yes Gemlife Communities (VIC) Operations Pty Ltd (formerly GTH Resorts No 27 Pty Ltd) Yes Yes GemLife Trust** Yes No GTH Resorts No 1 Pty Ltd (as trustee for GTH Resorts No 1 Unit Trust) Yes Yes GTH Resorts No 2 Pty Ltd (as trustee for GTH Resorts No 2 Trust)*** Yes Yes GTH Resorts No 3 Pty Ltd (as trustee for GTH Resorts No 3 Trust)*** Yes Yes GTH Resorts No 4 Pty Ltd (as trustee for GTH Resorts No 4 Trust)*** Yes Yes GTH Resorts No 5 Pty Ltd (as trustee for GTH Resorts No 5 Unit Trust) Yes Yes GTH Resorts No 6 Pty Ltd (as trustee for GTH Resorts No 6 Trust)*** Yes Yes GTH Resorts No 7 Pty Ltd (as trustee for GTH Resorts No 7 Unit Trust) Yes Yes GTH Resorts No 8 Pty Ltd (as trustee for GTH Resorts No 8 Trust)*** Yes Yes GTH Resorts No 9 Pty Ltd (as trustee for GTH Resorts No 9 Unit Trust) Yes Yes GTH Resorts No 10 Pty Ltd (as trustee for GTH Resorts No 10 Unit Trust) Yes Yes GTH Resorts No 11 Pty Ltd (as trustee for GTH Resorts No 11 Trust)*** Yes Yes GTH Resorts No 12 Pty Ltd (as trustee for GTH Resorts No 12 Trust)*** Yes Yes GTH Resorts No 14 Pty Ltd (as trustee for GTH Resorts No 14 Unit Trust) Yes Yes GTH Resorts No 15 Pty Ltd (as trustee for GTH Resorts No 15 Trust)*** Yes Yes GTH Resorts No 16 Pty Ltd (as trustee for GTH Resorts No 16 Unit Trust) Yes Yes GTH Resorts No 17 Pty Ltd (as trustee for GTH Resorts No 17 Unit Trust) Yes Yes GTH Resorts No 18 Pty Ltd (as trustee for GTH Resorts No 18 Unit Trust) Yes Yes GTH Resorts No 19 Pty Ltd (as trustee for GTH Resorts No 19 Trust)*** Yes Yes GTH Resorts No 20 Pty Ltd (as trustee for GTH Resorts No 20 Unit Trust) Yes Yes GTH Resorts No 21 Pty Ltd (as trustee for GTH Resorts No 21 Unit Trust) Yes Yes GTH Resorts No 22 Pty Ltd (as trustee for GTH Resorts No 22 Unit Trust) Yes Yes GTH Resorts No 23 Pty Ltd (as trustee for GTH Resorts No 23 Unit Trust) Yes Yes GTH Resorts No 24 Pty Ltd (as trustee for GTH Resorts No 24 Unit Trust) Yes Yes GemLife Resorts No 25 Pty Ltd (as trustee for GTH Resorts No 25 Unit Trust)**** Yes No GemLife Resorts No 26 Pty Ltd (as trustee for GTH Resorts No 26 Unit Trust)**** Yes No GemLife Resorts No 27 Pty Ltd (as trustee for GTH Resorts No 27 Unit Trust)**** Yes No
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 Note 23. Related party transactions (continued) 24 Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GTH Resorts No 1 Unit Trust* Yes Yes GTH Resorts No 2 Trust Yes Yes GTH Resorts No 3 Trust Yes Yes GTH Resorts No 4 Trust Yes Yes GTH Resorts No 5 Unit Trust* Yes Yes GTH Resorts No 6 Trust Yes Yes GTH Resorts No 7 Unit Trust* Yes Yes GTH Resorts No 8 Trust Yes Yes GTH Resorts No 9 Unit Trust* Yes Yes GTH Resorts No 10 Unit Trust* Yes Yes GTH Resorts No 12 Trust Yes Yes GTH Resorts No 14 Unit Trust* Yes Yes GTH Resorts No 15 Trust Yes Yes GTH Resorts No 16 Unit Trust* Yes Yes GTH Resorts No 17 Unit Trust* Yes Yes GTH Resorts No 18 Unit Trust * Yes Yes GTH Resorts No 19 Trust Yes Yes GTH Resorts No 20 Unit Trust* Yes Yes GTH Resorts No 21 Unit Trust* Yes Yes GTH Resorts No 22 Unit Trust* Yes Yes GTH Resorts No 23 Unit Trust* Yes Yes GTH Resorts No 24 Unit Trust* Yes Yes GTH Resorts No 25 Unit Trust* Yes Yes GTH Resorts No 26 Unit Trust* Yes Yes GTH Resorts No 27 Unit Trust* Yes Yes GemAliria Pty Ltd*^ Yes No Gemstone Lifestyle No 2 Pty Ltd*^ Yes No Gemstone Lifestyle No 3 Pty Ltd*^ Yes No Gemstone Lifestyle No 4 Pty Ltd*^ Yes No Gemstone Lifestyle No 5 Pty Ltd*^ Yes No Gemstone Lifestyle No 6 Pty Ltd*^ Yes No Gemstone Lifestyle No 7 Pty Ltd*^ Yes No Gemstone Lifestyle No 8 Pty Ltd*^ Yes No Gemstone Lifestyle No 9 Pty Ltd*^ Yes No *During the year ended 31 December 2025, GemLife Trust became the holding entity for these trusts and companies. ^ On 15 July 2025, GemLife Trust acquired 100% of the issued share capital of GemAliria Pty Ltd and its subsidiaries from a group ultimately controlled by a director of GemLife Group Ltd ^^ Prospecta Telco Advisory Pty Ltd was deregistered on 22 July 2025. *** On 16 May 2025, these entities were retired as trustees of their respective unit trusts. **** These entities were incorporated on 9 September 2025 and were established as trustees of their respective unit trusts on 12 November 2025. Transactions with entities within the stapled group are related party transactions. The Responsible Entity of the Trust is Equity Trustees Limited. The Responsible Entity, schemes managed by the Responsible Entity and key management personnel of the Responsible Entity are related parties to the Trust. Accordingly, transactions with the entities and parties noted above are related party transactions.
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 Note 23. Related party transactions (continued) 25 Key management personnel The persons who were directors of GTH Resorts No 11 Pty Ltd (as Trustee of the Trust to 16 May 2025): Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The persons who were directors of Equity Trustees Limited at any time since 16 May 2025 up to the date of this report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Other key management personnel: There were no other key management personnel with responsibility for planning, directing and controlling the activities of th e Trust, directly or indirectly during the year. There were no transactions with key management personnel during the reporting year (2024: nil). Transactions with related parties The following transactions occurred with related parties: 2025 2024 $ $ Operating lease income ^ 186,090 - Restructuring and IPO costs paid by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) on behalf of the Trust including costs recorded as a deduction from equity (5,078,249) - Service fees charged by the GemLife Administration Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (47,586) (40,503) Interest expense charged by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (1,595,585) (2,952,323) Transfer of assets to GemLife Communities (QLD) Operations Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to)* (2,531) - Custodian and Responsible Entity fees paid to EQT Australia Limited (38,356) - ^ On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd, a related party, to manage the operations of the Trust property, effective 30 June 2025. Under this arrangement, the Trust earns operating lease income from GemLife Operations based on the rent calculation set out in the agreement. The agreement expires on 29 June 2045. * During the year, the Trust transferred all of its property, plant and equipment to GemLife Communities (QLD) Operations Pty Ltd (GemLife Operations) at carrying value on loan account.
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 Note 23. Related party transactions (continued) 26 Loans to and from related parties The following balances are outstanding at the reporting date in relation to loans with related parties: 2025 2024 $ $ Current receivables: Loan to GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) 52,722,585 - Current payables: Amounts payable to GemLife Group Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (3,146,269) - Non-current borrowings: Secured notes from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) - (723,392) Loan from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) - (36,986,432) Note 24. Events after the reporting year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Note 25. Reconciliation of profit to net cash generated from/(used in) operating activities 2025 2024 $'000 $'000 Profit for the year 39,251 54,915 Adjustments for: Gain on change in fair value of investment property (41,854) (58,000) Restructuring and IPO costs paid by a related party 1,145 - Finance cost incurred 1,596 2,952 Change in operating assets and liabilities: Decrease in trade and other receivables 5 2 Decrease in other assets 1 13 Increase in trade and other payables* 2 19 (Decrease)/Increase in unearned income (6) 6 Net cash generated from/(used in) operating activities 140 (93) * Movement in trade and other payables in current year includes $3,146k of non‑cash transactions during the year relating to the additions to investment property.
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GTH Resorts No 11 Trust Notes to the financial statements 31 December 2025 27 Note 26. Non-cash investing and financing activities 2025 2024 $'000 $'000 Non-cash transactions included in the investment activities: - - Acquisition of investment properties unpaid amounts included in the trade and other payables 3,146 - Non-cash transactions included in the financing activities: The movement in related party borrowings includes the following non -cash transactions: Restructuring and IPO costs paid by a related party (1,145) - Finance expenses accrued (1,596) (2,952) Transfer of property, plant and equipment to a related party 3 - Units issued net of transaction costs 93,029 - Total non-cash transactions 90,291 (2,952) Movement in related party borrowings (90,431) 3,047 Net (payments)/proceeds in relation to related party borrowings (140) 95
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GTH Resorts No 11 Trust Directors' declaration 31 December 2025 28 In the opinion of the directors of the Responsible Entity: (a) The financial statements and notes set out on pages 6 to 27 are in accordance with the Corporations Act 2001, including: i. complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii. giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its performance for the year ended on that date. (b) There are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable; and (c) Note 1 confirms that the financial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the directors of Equity Trustees Limited through a delegated auth ority given by Equity Trustees Limited’s Board. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au Independent Auditor’s Report to the Unitholders of GTH Resorts No 11 Trust Opinion We have audited the financial report of GTH Resorts No 11 Trust (the “Trust”) which comprises the statement of financial position as at 31 December 2025, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information and the directors’ declaration. In our opinion, the accompanying financial report of the Trust is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its financial performance for the year then ended; and • Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. 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 Trust in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors, would be in the same terms if given to the directors as at the time of this auditor’s report. 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 financial report for 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. Key Audit Matter How the scope of our audit responded to the Key Audit Matter Valuation of investment properties Refer to notes 2, 3 and 13 of the financial statements. At 31 December 2025 the Trust’s statement of financial position included investment properties of $188 million (78.10% of the Trust’s total assets). Our audit procedures included but were not limited to: • Obtained an understanding of management’s process and policies in relation to the valuation of investment properties; • Evaluated the design and implementation of controls relevant to the valuation of investment properties; 29
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As disclosed in note 13, investment properties are carried at fair value. The valuation of investment properties involves judgement that includes selecting an appropriate valuation methodology and valuation assumptions that include: • Income capitalisation rates; • Discount rates; • Weekly site rentals per villa; and • Terminal yields. These apply to each of the investment property categories held by the Trust, being Balance Land, Sites Under Development and Completed Sites, as applicable. The Trust determined the value of investment properties with reference to independent external valuations. Given the financial significance of investment properties and the subjectivity and sensitivity of the valuation methodologies and assumptions, we consider the valuation of investment properties to be a key audit matter. • Assessed the qualifications, competence and objectivity of the independent external valuer; • Together with Deloitte real estate valuation experts, assessed the valuation of the Balance Land, Sites Under Development and Completed Sites investment property categories by performing the following procedures as applicable: o Held discussions with and made enquiries of management and the external valuer in relation to the investment property valuation approach; o Assessed the appropriateness of the valuation methodologies applied; o Assessed the appropriateness of the key assumptions used in the valuation including the: ▪ Income capitalisation rates; ▪ Discount rates; ▪ Weekly site rentals per villa; and ▪ Terminal yields; by comparing the assumptions against market data and comparable transactions as appropriate. • On a sample basis, tested the appropriateness of capital expenditure to investment property as applicable; • Obtained the investment properties fair value reconciliation of opening to closing fair values and assessed the completeness of fair value movements during the year as applicable; and • Assessed the adequacy and appropriateness of the disclosures in the notes to the financial statements. Other Matter The financial information of the Trust for the year ended 3 1 December 2024 was audited as part of the consolidated financial statements of GemLife Group Ltd (formerly known as GTH Project No 4 Pty Ltd). No audit report was issued on the stand -alone financial statements of the Trust as the Trust was not a disclosing entity at that date. Other Information The directors of Equity Trustees Limited, as Responsible Entity of the Trust (the “directors”), are responsible for the other information. The other information comprises the directors’ report on the Trust and the financial statements of GemLife Group Ltd, GemLife Trust, GTH Resorts No 2 Trust, GTH Resorts No 3 Trust, GTH Resorts No 4 Trust, GTH Resorts No 6 Trust, GTH Resorts No 8 Trust, GTH Resorts No 12 Trust, GTH Resorts No 15 Trust and GTH Resorts No 19 Trust (but does not include the financial report of the Trust and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report, and also includes the GemLife Group Ltd annual report for the year ended 31 December 2025, which is expected to be made available to us after the date of this audit report. 30
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Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, 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. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the GemLife Group Ltd annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action. Responsibilities of the Directors for the Financial Report The directors are responsible: • For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust in accordance with Australian Accounting Standards; and • For such internal control as the directors determine is necessary to enable the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust, and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the ability of the Trust 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 Trust or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are 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 the Australian Auditing Standards 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 this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, 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 fo r 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 Trust’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. 31
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• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’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 financial report or, if such disclosures are inadequate, to modify our op inion. 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 Trust to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. 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 to 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 financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s repor t 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. DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Brisbane, 25 February 2026 32
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GTH Resorts No 12 Trust ARSN 687 163 962 Financial Statements For the year ended 31 December 2025
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GTH Resorts No 12 Trust Contents 31 December 2025 1 Directors' report 2 Auditor's independence declaration 5 Statement of profit or loss and other comprehensive income 6 Statement of financial position 7 Statement of changes in equity 8 Statement of cash flows 9 Notes to the financial statements 10 Directors' declaration 28 Independent auditor's report to the unitholders of GTH Resorts No 12 Trust 29
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GTH Resorts No 12 Trust Directors' report 31 December 2025 2 The directors of Equity Trustees Limited, the Responsible Entity for GTH Resorts No 12 Trust (the 'Trust') present their report together with the financial statements of the Trust for the year ended 31 December 2025. The Trust was established on 22 July 2015 and commenced operations on 1 January 2016. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission ("ASIC") on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single e conomic unit, and held by respective shareholders / unitholders in equal proportion at all times. On 3 July 2025, GemLife Group Ltd, an entity stapled to the Trust, listed on the Australian Securities Exchange ("ASX") under the ASX code: GLF (referred to as GemLife Communities Group on the ASX) . On 7 July 2025, the stapled group was restructured, implementing a stapling arrangement that attached the units of the Trust to the units of nine other trusts and to the shares of GemLife Group Ltd. The Trust did not have any employees during the year. The various service providers for the Trust are detailed below: Service Provider Responsible Entity: Equity Trustees Limited* Investment Manager: GemLife Funds Limited Custodian: EQT Australia Limited Statutory Auditor: Deloitte Touche Tohmatsu * On 16 May 2025, GTH Resorts No 12 Pty Ltd retired as Trustee and Equity Trustees Limited was appointed as the Responsible Entity on the same date. Directors The trustee of the Trust up to the date of appointment of the Responsible Entity was GTH Resorts No 12 Pty Ltd (the "Trustee" ) and the names of the directors for the Trustee throughout the period up to 16 May 2025 were: Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The following persons held office as directors of the Trust from 16 May 2025 to the end of the year and up to the date of thi s report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Principal activities The principal activity of the Trust during the year was the ownership and lease of land and operation of land lease community assets. During the year, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property. There were no other significant changes in the nature of the Trust’s activities during the year.
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GTH Resorts No 12 Trust Directors' report 31 December 2025 3 Review of operations The Trust is part of a stapled group of which Gemlife Group Ltd is the parent. A review of the consolidated group’s operation s is included in the GemLife Group Ltd directors’ report. The statutory loss for the Trust for the year amounted to $8,927,000 (2024: $8,697,000). The statutory loss comprises an operating loss (net loss before fair valuation loss on investment property) of $177,000 (2024 : $697,000) and net valuation loss of $8,750,000 (2024: $8,000,000) on investment property. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Significant changes in the state of affairs On 16 May 2025, GTH Resorts No 12 Pty Ltd retired as Trustee and Equity Trustees Limited were appointed as the Responsible Entity on the same date. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission on 28 May 2025. On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property effective 30 June 2025. There were no other significant changes in the state of affairs of the Trust during the year ended 31 December 2025. Environmental issues The Trust’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia. Proceeding on behalf of Trust No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Trust, or to intervene in any proceedings to which the Trust is a party for the purpose of taking responsibility on behalf of the Trust for all or part of those proceedings. The Trust is not a party to any such proceedings during the year. Future development and results The Trust will continue to deliver on its strategy to own master -planned land lease communities retaining ownership of the land and receiving rental income for leasing the land. Investment property valuation changes may have a material impact on the results of the Trust in future years. Future investme nt property valuation changes cannot be reliably measured at the date of this report. Indemnification and insurance of officers and auditors No insurance premiums are paid for out of the assets of the Trust in regard to insurance cover provided to the officers of Eq uity Trustees Limited. So long as the officers of Equity Trustees Limited act in accordance with the Trust’s Constitution and the law, the officers remain indemnified out of the assets of the Trust against losses incurred while acting on behalf of the Trust. The Trust has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnifie d or agreed to indemnify an officer or auditor of the Trust or of any related body corporate against a liability incurred as an of ficer or auditor. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Rounding of amounts The Trust is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding -off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars ($'000), unless otherwise indicated.
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GTH Resorts No 12 Trust Directors' report 31 December 2025 4 Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on pa ge 5. Fees paid to and interests held in the Fund by the Responsible Entity and its associates Fees paid to the Responsible Entity and its associates out of Fund property during the year are disclosed in Note 24 to the financial statements. No fees were paid out of Fund property to the directors of the Responsible Entity during the year. The number of interests in the Fund held by the Responsible Entity or its associates as at the end of the financial year are disclosed in Note 24 to the financial statements. This report is made in accordance with a resolution of the directors of Equity Trustees Limited. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au 25 February 2026 The Directors Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 12 Trust Level 1, 575 Bourke Street Melbourne, VIC, 3000 Dear Directors Auditor’s Independence Declaration to GTH Resorts No 12 Trust In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 12 Trust. As lead audit partner for the audit of the financial report of GTH Resorts No 12 Trust for the financial year ended 31 December 2025 , I declare that to the best of my k nowledge and belief, there have been no contraventions of: • The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • Any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants 5
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GTH Resorts No 12 Trust Statement of profit or loss and other comprehensive income For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 6 Continuing operations Revenue 5 1,590 1,579 Other income 6 42 30 Finance income - 1 Administration expenses 7 (1,120) (999) Depreciation and amortisation 14 (9) (4) Loss on change in fair value of investment property 13 (8,750) (8,000) Finance expenses 8 (680) (1,304) Loss for the year attributable to the unitholders of GTH Resorts No 12 Trust (8,927) (8,697) Other comprehensive income for the year - - Total comprehensive loss for the year attributable to the unitholders of GTH Resorts No 12 Trust (8,927) (8,697) Note 2025 2024 Attributable to the unitholders of GTH Resorts No 12 Trust Basic earnings per unit (cents per unit) 9 (3.11) (4.35) Diluted earnings per unit (cents per unit) 9 (3.11) (4.35)
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GTH Resorts No 12 Trust Statement of financial position As at 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of financial position should be read in conjunction with the accompanying notes 7 Assets Current assets Cash and cash equivalents - 6 Trade and other receivables 10 - 10 Related party loan 11 20,157 - Other current assets 12 - 12 Total current assets 20,157 28 Non-current assets Investment properties 13 40,250 49,000 Property, plant and equipment 14 - 37 Other non-current assets 15 30 - Total non-current assets 40,280 49,037 Total assets 60,437 49,065 Liabilities Current liabilities Trade and other payables 16 15 232 Unearned income 17 - 53 Total current liabilities 15 285 Non-current liabilities Borrowings 18 - 16,634 Total non-current liabilities - 16,634 Total liabilities 15 16,919 Net assets 60,422 32,146 Equity Contributed equity 19 37,205 2 Retained profits 23,217 32,144 Total equity 60,422 32,146
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GTH Resorts No 12 Trust Statement of changes in equity For the year ended 31 December 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes 8 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2024 2 40,841 40,843 Loss for the year - (8,697) (8,697) Other comprehensive income for the year - - - Total comprehensive loss for the year - (8,697) (8,697) Balance at 31 December 2024 2 32,144 32,146 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2025 2 32,144 32,146 Loss for the year - (8,927) (8,927) Other comprehensive income for the year - - - Total comprehensive loss for the year - (8,927) (8,927) Transactions with unitholders in their capacity as unitholders: Issue of units upon IPO (note 19) 38,777 - 38,777 Transaction costs incurred (note 19) (1,574) - (1,574) Balance at 31 December 2025 37,205 23,217 60,422
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GTH Resorts No 12 Trust Statement of cash flows For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of cash flows should be read in conjunction with the accompanying notes 9 Cash flows from operating activities Receipts from customers 1,746 1,825 Payments to suppliers (1,056) (955) Interest received - 1 Interest paid (590) (1,051) Net cash generated from/(used in) operating activities 26 100 (180) Cash flows from investing activities Payments for property, plant and equipment 14 (14) (38) Net cash used in investing activities (14) (38) Cash flows from financing activities Net (payments)/proceeds in relation to related party borrowings 27 (92) 123 Net cash (used in)/generated from financing activities (92) 123 Net decrease in cash and cash equivalents (6) (95) Cash and cash equivalents at the beginning of the financial year 6 101 Cash and cash equivalents at the end of the financial year - 6
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 10 Note 1. General information The financial statements cover GTH Resorts No 12 Trust (the "Trust") as an individual entity. The Trust is a for profit entity for the purpose of preparing the financial statements. The Trust was established on 22 July 2015 and registered as a management investment scheme on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. The entities within the stapled group at 31 December 2025 (and 31 December 2024) are disclosed in note 24. The registered office and principal place of business is: ● Level 1, 575 Bourke Street, Melbourne, VIC 3000 Australia A description of the nature of the Trust's operations and its principal activities are included in the directors' report. The financial statements were authorised for issue by the directors of the Responsible Entity on the date the Directors’ declaration was signed. The directors of the Responsible Entity have the power to amend and reissue the financial statements. Basis of preparation These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001 , Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board (AASB). These financial statements represent the first general purpose annual financial statements prepared by the Trust in complianc e with Australian Accounting Standards, including AASB 1 First-time Adoption of Australian Accounting Standards. In preparing these financial statements, the Trust has applied all relevant standards and interpretations issued by the AASB that are effective for financial reporting periods beginning on or after 1 January 2025. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Trust comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Consequently, this financial report ha s been prepared in accordance with and complies with IFRS Accounting Standards as issued by the IASB Rounding off of amounts The Trust meets the criteria of ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and, accordingly amounts in the financial statements have been rounded to the nearest thousand dollars ($'000), unless otherwise stated. Amounts in these financial statements are stated in Australian dollars (which is the functional and presentation currency) unless oth erwise noted. Basis of measurement The financial statements have been prepared on the historical cost basis except for investment properties, which are measured at fair value. Going concern The directors have, at the time of approving the financial statements, a reasonable expectation that the Trust has adequate resources to continue in operational existence for the foreseeable future. Thus, the Trust has applied the going concern basi s of accounting in preparing the financial statements. Note 2. Material accounting policy information Material accounting policies adopted in the preparation of these financial statements are presented below and are consistent with the prior reporting period unless otherwise stated. The accounting policies that are material to the Trust are set out below.
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 11 Revenue recognition Revenue from contracts with customers Revenue from contracts with customers is recognised when performance obligations have been met and control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Trust expects to be entitl ed to in exchange for those goods or services. Site rental income The site rental income relates to the fee for the lease of the land by the homeowner and services provided in relation to the operation and management of the common community facilities. Income from operating leases is recognised on a straight -line basis o ver the term of the relevant lease. Revenue from rendering services is recognised in accordance with performance obligations under the terms and conditions of the service agreements. The Trust recognises site fees over time because the customer simultaneously receives and consumes the benefit provided to them. Operating lease income Operating lease income is recognised on a straight -line basis over the lease term. Lease incentives granted are recognised as part of the operating lease income. Contingent lease income is recognised as income in the period when earned. Other revenue Other revenue (including commission on resale) is recognised when it is received or when the right to receive payment is established. Other income Other income comprises recharges to external parties. Other income is recognised on an accruals basis when the Trust is entit led to it. Cash and cash equivalents Cash and cash equivalents comprises cash on hand, demand deposits which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective inte rest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days. The Trust has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost incl udes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Plant and equipment 2-20 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Trust. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 12 Investment properties Investment properties comprise interests in land and buildings held for long -term rental yields and / or for capital appreciation. Investment properties include land under development as well as fully developed land. Investment properties are measured initially at cost, including transaction costs and construction costs incurred to develop the investment property, such as costs in relation to civil works, community facilities and infrastructure charges. Subsequently, investment properties are stated at fair value, reflecting market conditions at reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the statement of profit or loss and other comprehensive income i n the period they arise. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction b etween market participants at measurement date, in the principal market for the asset or liability, or the most advantageous market in its absence. It is the policy of the Trust to review the fair value of each investment property at each reporting date and revalue investm ent properties to fair value, per an independent valuation, when their carrying value is deemed to be materially different to their fair value. In determining fair values, the Trust considers relevant information including the capitalisation of rental streams using mar ket assessed capitalisation rates, expected net cash flows discounted to their present value using market determined risk -adjusted discount rates, and other available market data such as recent comparable transactions. The assessment of fair value of investment properties does not take into account potential capital gains tax assessable. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the property. Any gain or loss arising on derecognition of the investment property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or lo ss in the period in which the investment property is derecognised Trade and other payables These amounts represent liabilities for goods and services provided to the Trust prior to the end of the financial year and w hich are unpaid. Due to their short -term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Secured notes The issue of secured notes to note holders is recognised upon satisfaction of the terms of the Note Issue Deed which includes payment of the issue price. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non -financial assets, the fair value measurement is based on its highest and best u se. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair va lue, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 13 Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers bet ween levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non -recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applica ble, with external sources of data. Contributed equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Trust are recognised at the proceeds received, net of direct issue costs. Repurchases of the Trust’s own equity instruments are recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Trust’s own equity instruments. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the e xpense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial posit ion. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities wh ich are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Income tax Under current Australian income tax legislation the Trust is not liable for income tax provided that unitholders are presentl y entitled to all the net income of the Trust each year. Accordingly, no income or deferred tax is recorded in these financial statements. The liability for capital gain tax that may arise if the Trust’s property is sold is not accounted for in these financial sta tements. New or amended Accounting Standards and Interpretations adopted There are no new and revised Standards and amendments thereto and Interpretations effective for the current year that are relevant to the Trust. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Accounting Standards and Interpretations issued that are not yet mandatory but may be relevant to the Trust are summarised below: ● AASB 2024-2: Amendments to AASB 7 & AASB 9 – Classification & Measurement of Financial Instruments (Effective date: 1 January 2026) ● AASB 18: Presentation & Disclosure in Financial Statements (Effective date: 1 January 2027) The Trust continues to assess the impact of the foregoing new and amended accounting standards and interpretations effective subsequent to 31 December 2025 on the Trust's financial statements in the period of initial application. Additional disclosur es required by these amendments will be included in the Trust's financial statements when these new standards and amendments are adopted.
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 14 Note 3. Critical accounting judgements, estimates and assumptions In applying the Trust’s accounting policies, which are described in note 2, the directors are required to make judgements (ot her than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 in the period of the revision and future periods if the revision affects both current and future periods. The significant estimates and judgements made have been described below. Valuation of investment property The Trust’s investment properties represent a significant balance in the statement of financial position. Investment properties are measured at fair value using valuation methods that utilise inputs based on estimates. The methodology applied is a combination of the valuations determined using the discounted cash flow (DCF) method, the income capitalisation method, the direct comparison method and transaction prices where relevant (refer to note 13 for discussion about each methodology). Independent valuations are adopted for investment properties determined using property valuation models that rely on the use of inputs that are not based on readily observable market data. The significant valuation inputs are as follows: ● Annual net property income – represents the contracted amount for which the property is leased. ● Capitalisation rate – the rate at which the net market income is capitalised to determine the value of the property. The rate is determined with regard to market evidence. ● Discount rate – the rate of return used to convert the monetary sum, payable or receivable in the future, into present value. It reflects 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 regard to market evidence. ● Terminal yield – the capitalisation rate used to estimate the residual value of the cash flows associated with the investment property at the end of the expected holding period. Changes in these unobservable inputs will ultimately impact on the fair value of the investment properties recorded. Note 4. Segment information Management of GemLife Group Ltd have determined that the Trust has one operating segment. The segment is Community Operations which involves the leasing and maintenance of investment properties. This is based on internal reporting assessed by the Chief Executive Officer of GemLife Group Ltd (who is identified as the Chief Operating Decision Maker (“CODM”)).
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 15 Note 5. Revenue 2025 2024 Revenue from contracts with customers: $'000 $'000 Site fees* 911 1,457 Operating lease income* 604 - Commission on resales^ 75 122 1,590 1,579 * revenue is recognised over time ^ revenue is recognised at a point in time On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd ("GemLife Operations"), a related party, to manage the operations of the Trust property effective 30 June 2025. Under this arrangement, the Trust ear ns operating lease income from GemLife Operations, and the site fees are now payable to GemLife Operations. Following this arrangement, more than 10% of revenue transaction s are from a single customer, GemLife Operations. Note 6. Other income 2025 2024 $'000 $'000 Recovery of utilities and recharges 42 30 Note 7. Administrative expenses Administrative expenses include $458k ( 2024: nil) of restructuring and Initial Public Offering (IPO) transaction costs paid by a related party (refer to note 24). Note 8. Finance expenses 2025 2024 $'000 $'000 Interest expense - related party 680 1,304 Interest expense - related party relates to interest costs incurred on borrowings from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for th e year was 5.60% (2024: 5.87%). Note 9. Basic and diluted loss per unit 2025 2024 Profit for the year attributable to the unitholders of GTH Resorts No 12 Trust ($'000) (8,927) (8,697) Weighted average number of ordinary units of the Trust (number of units) * 286,933,615 200,000,000 Adjustments for calculation of diluted earnings per unit: Rights over ordinary units 242,030 - Weighted average number of ordinary units used in calculating diluted earnings per unit 287,175,645 200,000,000 Basic earnings per unit (cents per unit) (3.11) (4.35) Diluted earnings per unit (cents per unit) (3.11) (4.35)
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 Note 9. Basic and diluted loss per unit (continued) 16 * The stapled group that the Trust belongs to undertook a restructure during the year. As part of the restructure, the units of the Trust were subdivided (refer to note 19). The comparative weighted average number of units has accordingly been rebased. Note 10. Trade and other receivables 2025 2024 $'000 $'000 Trade receivables - 8 Other receivables - 2 - 10 Note 11. Related party loan 2025 2024 $'000 $'000 Other related party loan 20,157 - The related party loan relates to a loan to GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The loan does not carry interest and is repayable on demand. Refer to note 24 for further information on related party transactions and balances. Note 12. Other current assets 2025 2024 $'000 $'000 Prepayments - 12 Note 13. Investment properties 2025 2024 At fair value $'000 $'000 Investment property 40,250 49,000 Total investment properties 40,250 49,000 Movements in carrying amounts of investment properties Carrying value at the beginning of the year 49,000 57,000 Loss on change in fair value (8,750) (8,000) Carrying value at the end of the year 40,250 49,000 Investment properties relate to land and facilities owned by the Trust currently classified as Sites Under Development. The m ain categories under which the investment properties are classified by the Trust are:
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 Note 13. Investment properties (continued) 17 ● Balance Land - Greenfield and DA Approved Pipeline - Greenfield Pipeline reflects projects which the Trust owns, or will own on completion, but for which DA approval has not been granted. DA Approved Pipeline reflects communities / sites where DA approval has been granted but development is yet to commence. ● Sites Under Development - reflects communities which are under development by the Trust, including sites which are partly occupied by homeowners (<95%). ● Completed Sites - communities substantially fully occupied by homeowners (≥95%). Valuations of investment properties are carried out at each reporting period and the following are the methodologies applied. (i) Market Approach - direct comparison This method is utilised primarily to value land relating to greenfield and pipeline sites. The market approach provides an indication of the value by comparing the property with identical or comparable properties for which price information is available. (ii) Capitalisation of income method This method is utilised primarily to value active or operational communities. Under the capitalisation method, fair value is estimated using assumptions regarding the expectation of future benefits. This method involves estimating a sustainable net operating income profile of a property and applying a capitalisation rate into perpetuity. The capitalisation rate is based on current market evidence. The sustainable net operating income profile of a property takes into account occupancy, rental income and operating expenses. (iii) Discounted cash flow method The discounted cash flow method is primarily used to value balance land relating to under development sites. Under the discounted cash flow method ("DCF"), fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. The DCF utilises the forecasted cash flow of the property for a defined future period, discounted back to the valuation date, resulting in a present -day value estimate. The discount rate in the DCF model is typically a market driven rate and has regard to the time value of money, along with the risk profile of the cash flow. The key assumptions and unobservable inputs applied in the valuations is noted in the below table: Class of assets 2025 2024 2025 2024 Valuation (Level 3) $'000 $'000 Fair value input Assumptions Assumptions techniques Completed Sites 40,250 Capitalisation rate 5.10%-5.30% Sites Under Development 49,000 Site rental per villa per week (inc. GST) Discount rate Terminal yield $240 14.00% 5.15% Market approach – Direct comparison / Discounted cash flow / Income capitalisation
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 Note 13. Investment properties (continued) 18 When investment property (undeveloped land) is acquired by the Trust, it is recognised at cost including acquisition costs (f or example stamp duty). After Development Approval is obtained and development commences, the fair value of investment property typically increases to reflect land improvement costs incurred and the market value of the sites included in that investment property based on future cash flows from home development profits and long -term operating net cash from rental of the sites. As a result of the Trust’s business model, when a home is sold this reduces the value attributed to that site included in the investment property valuation. This reduction in value is reflected in the value of the investment property at the next repor ting date. This reduction represents the realisation of the development value as properties are transferred from development to completed sites. The net change in value of investment property in each reporting period is influenced by many different other factors, in addition to the decrease in fair value of investment property due to home sales during the period: ● DA approval being received, or other changes to the scope of the project in the period, may result in an increase in value. ● Capital expenditure in the period, which is expected to increase the value of sites (i.e. beyond the value of the capital expenditure). ● Development milestones (i.e. certain milestones such as completion of the community clubhouse) which would drive up average price/margin for homes. ● Additions/disposal of adjacent land sites which would increase/decrease the fair value of investment property. ● Unwinding of net present value of cash flows from development sites not sold during the reporting period. ● Change in macroeconomic factors, which impact average sale price, construction costs, discount rates and cap rates. ● Changes in average sales prices due to changes in the mix of the number of units remaining to be settled and the valuation of the units (i.e. generally positive through the life of the development). The carrying value of investment properties at the reporting date have been pledged as security in relation to borrowings by GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The loss on changes in fair value of investment properties of $8,750,000 (2024: $8,000,000) comprises of loss relating to sit es under development. Note 14. Property, plant and equipment 2025 2024 $'000 $'000 Plant and equipment - at cost - 44 Less: Accumulated depreciation - (7) - 37
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 Note 14. Property, plant and equipment (continued) 19 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out be low: Plant and equipment $'000 Balance at 1 January 2024 3 Additions 38 Depreciation expense (4) Balance at 1 January 2025 37 Additions 14 Depreciation (9) Transfer to a related party (note 24) (42) Balance at 31 December 2025 - Note 15. Other non-current assets 2025 2024 $'000 $'000 Bonds paid 30 - Note 16. Trade and other payables 2025 2024 $'000 $'000 Accrued expenses 15 34 Goods and services tax payable - 5 Other payables - 193 15 232 Refer to note 21 for further information on financial instruments. Note 17. Unearned income 2025 2024 $'000 $'000 Site fees received in advance - 42 Deposits received - 11 - 53
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 20 Note 18. Borrowings 2025 2024 Non-current liabilities $'000 $'000 Secured notes - related parties* - 737 Other related party loan^ - 15,897 - 16,634 * Secured notes relate to notes issued to the unitholders. Interest on secured notes was accrued at a rate of 13.26% (2024: 13.26%). The loan has been fully paid during the year. ^ The related party loan relates to a loan from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for the period was 5.60% (31 December 2024: 5.87%). Proceeds from the unit issue were utilised to settle the loan during the year. Borrowings are classified as current liabilities unless the Trust has a right to defer settlement of the liability for at lea st twelve months after the reporting date. Refer to note 24 for further information on related party transactions and balances. Note 19. Contributed equity 2025 2024 2025 2024 Units Units $'000 $'000 Units - fully paid 380,288,462 2,000 38,779 2 Units issue costs - - (1,574) - 380,288,462 2,000 37,205 2 Movements in units - fully paid Details Date Units $'000 Balance 1 January 2024 2,000 2 Balance 31 December 2024 2,000 2 Securities conversion (subdivided into)* 7 July 2025 199,998,000 - Issue of units upon IPO 8 July 2025 180,288,462 38,777 Balance 31 December 2025 380,288,462 38,779 * On 7 July 2025, Trust undertook a security subdivision of 100,000 securities for every 1 security. Note 20. Distributions There were no distributions paid, recommended or declared during the current or previous financial year.
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 21 Note 21. Financial instruments Financial risk management objectives At 31 December 2025, the Trust’s principal financial instruments comprise receivables and payables. The main risks arising from the Trust’s financial instruments are interest rate and liquidity risks. The Trust manages its exposure to these risks primarily through its borrowing policy. The Trust’s management team regularly reviews those risks. Interest rate risk The Trust’s exposure to the risk of changes in market interest rates arises primarily from related party loans from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The main consequence of adverse changes in market interest rates is higher interest costs, reducing the Trust’s profit. The impact of an increase or decrease in average interest rate of 1% (100bps) at reporting date, with all other variables hel d constant, is illustrated below. This analysis is based on interest rate risk exposures in existence as at 31 December 2025. 100 basis points increase 100 basis points decrease 2025 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan - - 100 basis points increase 100 basis points decrease 2024 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan (159) 159 Liquidity risk The main objective of liquidity risk management is to reduce the risk that the Trust does not have the resources available to meet its financial obligations and working capital and committed capital expenditure requirements. The contractual maturities of the Trust’s non-derivative financial liabilities at the reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities at market rates. 1 year or less Between 1 and 5 years Over 5 years Total 2025 $'000 $'000 $'000 $'000 Trade and other payables 15 - - 15 Borrowings - - - - Total non-derivatives 15 - - 15 1 year or less Between 1 and 5 years Over 5 years Total 2024 $'000 $'000 $'000 $'000 Trade and other payables 232 - - 232 Borrowings 1,031 20,877 - 21,908 Total non-derivatives 1,263 20,877 - 22,140
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 22 Note 22. Fair value measurement Fair value hierarchy The following tables detail the Trust's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either direc tly or indirectly Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total 2025 $'000 $'000 $'000 $'000 Assets Investment properties - - 40,250 40,250 Total assets - - 40,250 40,250 Level 1 Level 2 Level 3 Total 2024 $'000 $'000 $'000 $'000 Assets Investment properties - - 49,000 49,000 Total assets - - 49,000 49,000 There were no transfers between levels during the year. The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to their short- term nature. Valuation techniques for fair value measurements categorised within level 2 and level 3 Investment properties are measured at fair value. Refer to note 13 for further information on fair value measurement. Note 23. Remuneration of auditors The auditor of the Trust is Deloitte Touche Tohmatsu and the fee for services provided by Deloitte Touche Tohmatsu for the audit of the financial statements were borne by GemLife Administration Pty Ltd (a related party) and relate to the audit of the sta pled group that the Trust belongs to. Note 24. Related party transactions Stapled group and responsible entity As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a number of companies and other trusts to form a single group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times.
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 Note 24. Related party transactions (continued) 23 The entities within the stapled group at 31 December 2025 (and 31 December 2024) were: Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GemLife Communities Pty Ltd Yes Yes GemLife Administration Pty Ltd Yes Yes GemLife Assets Pty Ltd Yes Yes Gemstone Joinery Pty Ltd Yes Yes GemLife Finance Pty Ltd Yes Yes GemLife Funds Pty Ltd Yes Yes Prospecta Utilities Pty Ltd Yes Yes Prospecta Utilities APAC Pty Ltd Yes Yes Prospecta Telco Advisory Pty Ltd^^ No Yes Prospecta Telco Retail Pty Ltd Yes Yes GTH Project No 1 Pty Ltd Yes Yes GTH Project No 2 Pty Ltd Yes Yes GemLife Group Ltd (formerly known as GTH Project No. 4 Pty Ltd) Yes Yes GTH Project No 6 Pty Ltd Yes Yes Gemlife Communities (QLD) Operations Pty Ltd (formerly GTH Resorts No 25 Pty Ltd) Yes Yes Gemlife Communities (NSW) Operations Pty Ltd (formerly GTH Resorts No 26 Pty Ltd) Yes Yes Gemlife Communities (VIC) Operations Pty Ltd (formerly GTH Resorts No 27 Pty Ltd) Yes Yes GemLife Trust** Yes No GTH Resorts No 1 Pty Ltd (as trustee for GTH Resorts No 1 Unit Trust) Yes Yes GTH Resorts No 2 Pty Ltd (as trustee for GTH Resorts No 2 Trust)*** Yes Yes GTH Resorts No 3 Pty Ltd (as trustee for GTH Resorts No 3 Trust)*** Yes Yes GTH Resorts No 4 Pty Ltd (as trustee for GTH Resorts No 4 Trust)*** Yes Yes GTH Resorts No 5 Pty Ltd (as trustee for GTH Resorts No 5 Unit Trust) Yes Yes GTH Resorts No 6 Pty Ltd (as trustee for GTH Resorts No 6 Trust)*** Yes Yes GTH Resorts No 7 Pty Ltd (as trustee for GTH Resorts No 7 Unit Trust) Yes Yes GTH Resorts No 8 Pty Ltd (as trustee for GTH Resorts No 8 Trust)*** Yes Yes GTH Resorts No 9 Pty Ltd (as trustee for GTH Resorts No 9 Unit Trust) Yes Yes GTH Resorts No 10 Pty Ltd (as trustee for GTH Resorts No 10 Unit Trust) Yes Yes GTH Resorts No 11 Pty Ltd (as trustee for GTH Resorts No 11 Trust)*** Yes Yes GTH Resorts No 12 Pty Ltd (as trustee for GTH Resorts No 12 Trust)*** Yes Yes GTH Resorts No 14 Pty Ltd (as trustee for GTH Resorts No 14 Unit Trust) Yes Yes GTH Resorts No 15 Pty Ltd (as trustee for GTH Resorts No 15 Trust)*** Yes Yes GTH Resorts No 16 Pty Ltd (as trustee for GTH Resorts No 16 Unit Trust) Yes Yes GTH Resorts No 17 Pty Ltd (as trustee for GTH Resorts No 17 Unit Trust) Yes Yes GTH Resorts No 18 Pty Ltd (as trustee for GTH Resorts No 18 Unit Trust) Yes Yes GTH Resorts No 19 Pty Ltd (as trustee for GTH Resorts No 19 Trust)*** Yes Yes GTH Resorts No 20 Pty Ltd (as trustee for GTH Resorts No 20 Unit Trust) Yes Yes GTH Resorts No 21 Pty Ltd (as trustee for GTH Resorts No 21 Unit Trust) Yes Yes GTH Resorts No 22 Pty Ltd (as trustee for GTH Resorts No 22 Unit Trust) Yes Yes GTH Resorts No 23 Pty Ltd (as trustee for GTH Resorts No 23 Unit Trust) Yes Yes GTH Resorts No 24 Pty Ltd (as trustee for GTH Resorts No 24 Unit Trust) Yes Yes GemLife Resorts No 25 Pty Ltd (as trustee for GTH Resorts No 25 Unit Trust)**** Yes No GemLife Resorts No 26 Pty Ltd (as trustee for GTH Resorts No 26 Unit Trust)**** Yes No GemLife Resorts No 27 Pty Ltd (as trustee for GTH Resorts No 27 Unit Trust)**** Yes No
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 Note 24. Related party transactions (continued) 24 Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GTH Resorts No 1 Unit Trust* Yes Yes GTH Resorts No 2 Trust Yes Yes GTH Resorts No 3 Trust Yes Yes GTH Resorts No 4 Trust Yes Yes GTH Resorts No 5 Unit Trust* Yes Yes GTH Resorts No 6 Trust Yes Yes GTH Resorts No 7 Unit Trust* Yes Yes GTH Resorts No 8 Trust Yes Yes GTH Resorts No 9 Unit Trust* Yes Yes GTH Resorts No 10 Unit Trust* Yes Yes GTH Resorts No 11 Trust Yes Yes GTH Resorts No 14 Unit Trust* Yes Yes GTH Resorts No 15 Trust Yes Yes GTH Resorts No 16 Unit Trust* Yes Yes GTH Resorts No 17 Unit Trust* Yes Yes GTH Resorts No 18 Unit Trust * Yes Yes GTH Resorts No 19 Trust Yes Yes GTH Resorts No 20 Unit Trust* Yes Yes GTH Resorts No 21 Unit Trust* Yes Yes GTH Resorts No 22 Unit Trust* Yes Yes GTH Resorts No 23 Unit Trust* Yes Yes GTH Resorts No 24 Unit Trust* Yes Yes GTH Resorts No 25 Unit Trust* Yes Yes GTH Resorts No 26 Unit Trust* Yes Yes GTH Resorts No 27 Unit Trust* Yes Yes GemAliria Pty Ltd*^ Yes No Gemstone Lifestyle No 2 Pty Ltd*^ Yes No Gemstone Lifestyle No 3 Pty Ltd*^ Yes No Gemstone Lifestyle No 4 Pty Ltd*^ Yes No Gemstone Lifestyle No 5 Pty Ltd*^ Yes No Gemstone Lifestyle No 6 Pty Ltd*^ Yes No Gemstone Lifestyle No 7 Pty Ltd*^ Yes No Gemstone Lifestyle No 8 Pty Ltd*^ Yes No Gemstone Lifestyle No 9 Pty Ltd*^ Yes No *During the year ended 31 December 2025, GemLife Trust became the holding entity for these trusts and companies. ^ On 15 July 2025, GemLife Trust acquired 100% of the issued share capital of GemAliria Pty Ltd and its subsidiaries from a group ultimately controlled by a director of GemLife Group Ltd ^^ Prospecta Telco Advisory Pty Ltd was deregistered on 22 July 2025. *** On 16 May 2025, these entities were retired as trustees of their respective unit trusts. **** These entities were incorporated on 9 September 2025 and were established as trustees of their respective unit trusts on 12 November 2025. Transactions with entities within the stapled group are related party transactions. The Responsible Entity of the Trust is Equity Trustees Limited. The Responsible Entity, schemes managed by the Responsible Entity and key management personnel of the Responsible Entity are related parties to the Trust. Accordingly, transactions with the entities and parties noted above are related party transactions.
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 Note 24. Related party transactions (continued) 25 Key management personnel The persons who were directors of GTH Resorts No 12 Pty Ltd (as Trustee of the Trust to 16 May 2025): Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The persons who were directors of Equity Trustees Limited at any time since 16 May 2025 up to the date of this report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Other key management personnel: There were no other key management personnel with responsibility for planning, directing and controlling the activities of th e Trust, directly or indirectly during the year. There were no transactions with key management personnel during the reporting year (2024: nil). Transactions with related parties The following transactions occurred with related parties: 2025 2024 $ $ Operating lease income ^ 603,520 - Restructuring and IPO costs paid by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) on behalf of the Trust including costs recorded as a deduction from equity (2,030,843) - Service fees charged by the GemLife Administration Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (192,136) (369,014) Interest expense charged by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (679,764) (1,304,471) Transfer of assets to GemLife Communities (QLD) Operations Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to)* (41,668) - Custodian and Responsible Entity fees paid to EQT Australia Limited (35,089) - ^ On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd, a related party, to manage the operations of the Trust property, effective 30 June 2025. Under this arrangement, the Trust earns operating lease income from GemLife Operations based on the rent calculation set out in the agreement. The agreement expires on 29 June 2045. * During the year, the Trust transferred all of its property, plant and equipment to GemLife Communities (QLD) Operations Pty Ltd (GemLife Operations) at carrying value on loan account.
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 Note 24. Related party transactions (continued) 26 Loans to and from related parties The following balances are outstanding at the reporting date in relation to loans with related parties: 2025 2024 $ $ Current receivables: Loan to GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) 20,178,911 - Non-current borrowings: Secured notes - issued to unitholders - (736,528) Loan from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) - (15,897,428) Note 25. Events after the reporting year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Note 26. Reconciliation of loss to net cash generated from/(used in) operating activities 2025 2024 $'000 $'000 Loss for the year (8,927) (8,697) Adjustments for: Depreciation and amortisation 9 4 Loss on change in fair value of investment property 8,750 8,000 Restructuring and IPO costs paid by a related party 458 - Interest income earned - (1) Finance cost incurred 680 1,304 Interest income received - 1 Interest and other finance costs paid (590) (1,051) Change in operating assets and liabilities: Decrease in trade and other receivables 9 29 Increase in other assets (18) (8) (Decrease)/Increase in trade and other payables (218) 211 (Decrease)/Increase in unearned income (53) 28 Net cash generated from/(used in) operating activities 100 (180)
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GTH Resorts No 12 Trust Notes to the financial statements 31 December 2025 27 Note 27. Non-cash financing activities The movement in related party borrowings includes the following non -cash transactions: 2025 2024 $'000 $'000 Restructuring and IPO costs paid by a related party (458) - Finance expenses accrued (89) (253) Transfer of property, plant and equipment to a related party 42 - Units issued net of transaction costs 37,203 - Total non-cash transactions 36,698 (253) Movement in related party borrowings (36,790) 376 Net (payments)/proceeds in relation to related party borrowings (92) 123
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GTH Resorts No 12 Trust Directors' declaration 31 December 2025 28 In the opinion of the directors of the Responsible Entity: (a) The financial statements and notes set out on pages 6 to 27 are in accordance with the Corporations Act 2001, including: i. complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii. giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its performance for the year ended on that date. (b) There are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable; and (c) Note 1 confirms that the financial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the directors of Equity Trustees Limited through a delegated auth ority given by Equity Trustees Limited’s Board. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au Independent Auditor’s Report to the Unitholders of GTH Resorts No 12 Trust Opinion We have audited the financial report of GTH Resorts No 12 Trust (the “Trust”) which comprises the statement of financial position as at 31 December 2025, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information and the directors’ declaration. In our opinion, the accompanying financial report of the Trust is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its financial performance for the year then ended; and • Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. 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 Trust in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors, would be in the same terms if given to the directors as at the time of this auditor’s report. 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 financial report for 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. Key Audit Matter How the scope of our audit responded to the Key Audit Matter Valuation of investment properties Refer to notes 2, 3 and 13 of the financial statements. At 31 December 2025 the Trust’s statement of financial position included investment properties of $40 million (66.60% of the Trust’s total assets). Our audit procedures included but were not limited to: • Obtained an understanding of management’s process and policies in relation to the valuation of investment properties; • Evaluated the design and implementation of controls relevant to the valuation of investment properties; 29
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As disclosed in note 13, investment properties are carried at fair value. The valuation of investment properties involves judgement that includes selecting an appropriate valuation methodology and valuation assumptions that include: • Income capitalisation rates; • Discount rates; • Weekly site rentals per villa; and • Terminal yields. These apply to each of the investment property categories held by the Trust, being Balance Land, Sites Under Development and Completed Sites, as applicable. The Trust determined the value of investment properties with reference to independent external valuations. Given the financial significance of investment properties and the subjectivity and sensitivity of the valuation methodologies and assumptions, we consider the valuation of investment properties to be a key audit matter. • Assessed the qualifications, competence and objectivity of the independent external valuer; • Together with Deloitte real estate valuation experts, assessed the valuation of the Balance Land, Sites Under Development and Completed Sites investment property categories by performing the following procedures as applicable: o Held discussions with and made enquiries of management and the external valuer in relation to the investment property valuation approach; o Assessed the appropriateness of the valuation methodologies applied; o Assessed the appropriateness of the key assumptions used in the valuation including the: ▪ Income capitalisation rates; ▪ Discount rates; ▪ Weekly site rentals per villa; and ▪ Terminal yields; by comparing the assumptions against market data and comparable transactions as appropriate. • On a sample basis, tested the appropriateness of capital expenditure to investment property as applicable; • Obtained the investment properties fair value reconciliation of opening to closing fair values and assessed the completeness of fair value movements during the year as applicable; and • Assessed the adequacy and appropriateness of the disclosures in the notes to the financial statements. Other Matter The financial information of the Trust for the year ended 3 1 December 2024 was audited as part of the consolidated financial statements of GemLife Group Ltd (formerly known as GTH Project No 4 Pty Ltd). No audit report was issued on the stand -alone financial statements of the Trust as the Trust was not a disclosing entity at that date. Other Information The directors of (quity Trustees [imited, as Responsible (ntity of the Trust (the “directors”), are responsible for the other information. The other information comprises the directors’ report on the Trust and the financial statements of GemLife Group Ltd, GemLife Trust, GTH Resorts No 2 Trust, GTH Resorts No 3 Trust, GTH Resorts No 4 Trust, GTH Resorts No 6 Trust, GTH Resorts No 8 Trust, GTH Resorts No 11 Trust, GTH Resorts No 15 Trust and GTF Resorts bo 1͘ Trust (but does not include the financial report of the Trust and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report, and also includes the Gem[ife Group [td annual report for the year ended 31 December 2025, which is expected to be made available to us after the date of this audit report. 30
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Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, 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. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the GemLife Group Ltd annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action. Responsibilities of the Directors for the Financial Report The directors are responsible: • For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust in accordance with Australian Accounting Standards; and • For such internal control as the directors determine is necessary to enable the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust, and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the ability of the Trust 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 Trust or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are 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 the Australian Auditing Standards 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 this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, 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 fo r 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 Trust’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. 31
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• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’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 financial report or, if such disclosures are inadequate, to modify our op inion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. Fowever, future events or conditions may cause the Trust to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. 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 to 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 financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s repor t 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. DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Brisbane, 25 February 2026 32
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GTH Resorts No 15 Trust ARSN 687 163 944 Financial Statements For the year ended 31 December 2025
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GTH Resorts No 15 Trust Contents 31 December 2025 1 Directors' report 2 Auditor's independence declaration 5 Statement of profit or loss and other comprehensive income 6 Statement of financial position 7 Statement of changes in equity 8 Statement of cash flows 9 Notes to the financial statements 10 Directors' declaration 27 Independent auditor's report to the unitholders of GTH Resorts No 15 Trust 28
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GTH Resorts No 15 Trust Directors' report 31 December 2025 2 The directors of Equity Trustees Limited, the Responsible Entity for GTH Resorts No 15 Trust (the 'Trust') present their report together with the financial statements of the Trust for the year ended 31 December 2025. The Trust was established on 22 July 2015 and commenced operations on 1 January 2016. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission ("ASIC") on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single e conomic unit, and held by respective shareholders / unitholders in equal proportion at all times. On 3 July 2025, GemLife Group Ltd, an entity stapled to the Trust, listed on the Australian Securities Exchange ("ASX") under the ASX code: GLF (referred to as GemLife Communities Group on the ASX). On 7 July 2025, the stapled group was restructured, implementing a stapling arrangement that attached the units of the Trust to the units of nine other trusts and to the shares of GemLife Group Ltd. The Trust did not have any employees during the year. The various service providers for the Trust are detailed below: Service Provider Responsible Entity: Equity Trustees Limited* Investment Manager: GemLife Funds Limited Custodian: EQT Australia Limited Statutory Auditor: Deloitte Touche Tohmatsu * On 16 May 2025, GTH Resorts No 15 Pty Ltd retired as Trustee and Equity Trustees Limited was appointed as the Responsible Entity on the same date. Directors The trustee of the Trust up to the date of appointment of the Responsible Entity was GTH Resorts No 15 Pty Ltd (the "Trustee" ) and the names of the directors for the Trustee throughout the period up to 16 May 2025 were: Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The following persons held office as directors of the Trust from 16 May 2025 to the end of the year and up to the date of thi s report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Principal activities The principal activity of the Trust during the year was the ownership and lease of land and operation of land lease community assets. During the year, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property. There were no other significant changes in the nature of the Trust’s activities during the year.
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GTH Resorts No 15 Trust Directors' report 31 December 2025 3 Review of operations The Trust is part of a stapled group of which Gemlife Group Ltd is the parent. A review of the consolidated group’s operation s is included in the GemLife Group Ltd directors’ report. The statutory profit for the Trust for the year amounted to $29,854,000 (2024: $41,445,000). The statutory profit comprises an operating loss (net loss before fair valuation loss on investment property) of $3,146,000 ( 2024: $4,055,000) and net valuation gain of $33,000,000 (2024: $45,500,000) on investment property. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Significant changes in the state of affairs On 16 May 2025, GTH Resorts No 15 Pty Ltd retired as Trustee and Equity Trustees Limited were appointed as the Responsible Entity on the same date. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission on 28 May 2025. On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property effective 30 June 2025. There were no other significant changes in the state of affairs of the Trust during the year ended 31 December 2025. Environmental issues The Trust’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia. Proceeding on behalf of Trust No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Trust, or to intervene in any proceedings to which the Trust is a party for the purpose of taking responsibility on behalf of the Trust for all or part of those proceedings. The Trust is not a party to any such proceedings during the year. Future development and results The Trust will continue to deliver on its strategy to own master -planned land lease communities retaining ownership of the land and receiving rental income for leasing the land. Investment property valuation changes may have a material impact on the results of the Trust in future years. Future investme nt property valuation changes cannot be reliably measured at the date of this report. Indemnification and insurance of officers and auditors No insurance premiums are paid for out of the assets of the Trust in regard to insurance cover provided to the officers of Eq uity Trustees Limited. So long as the officers of Equity Trustees Limited act in accordance with the Trust’s Constitution and the law, the officers remain indemnified out of the assets of the Trust against losses incurred while acting on behalf of the Trust. The Trust has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnifie d or agreed to indemnify an officer or auditor of the Trust or of any related body corporate against a liability incurred as an of ficer or auditor. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Rounding of amounts The Trust is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding -off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars ($'000), unless otherwise indicated.
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GTH Resorts No 15 Trust Directors' report 31 December 2025 4 Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on pa ge 5. Fees paid to and interests held in the Fund by the Responsible Entity and its associates Fees paid to the Responsible Entity and its associates out of Fund property during the year are disclosed in Note 22 to the financial statements. No fees were paid out of Fund property to the directors of the Responsible Entity during the year. The number of interests in the Fund held by the Responsible Entity or its associates as at the end of the financial year are disclosed in Note 22 to the financial statements. This report is made in accordance with a resolution of the directors of Equity Trustees Limited. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au 25 February 2026 The Directors Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 15 Trust Level 1, 575 Bourke Street Melbourne, VIC, 3000 Dear Directors Auditor’s Independence Declaration to GTH Resorts No 15 Trust In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 15 Trust. As lead audit partner for the audit of the financial report of GTH Resorts No 15 Trust for the financial year ended 31 December 2025 , I declare that to the best of my knowledge and belief, there have been no contraventions of: • The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • Any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants 5
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GTH Resorts No 15 Trust Statement of profit or loss and other comprehensive income For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 6 Continuing operations Revenue 5 518 168 Other income 6 9 - Administration expenses 7 (1,744) (726) Gain on change in fair value of investment property 13 33,000 45,500 Finance expenses 8 (1,929) (3,497) Profit for the year attributable to the unitholders of GTH Resorts No 15 Trust 29,854 41,445 Other comprehensive income for the year - - Total comprehensive income for the year attributable to the unitholders of GTH Resorts No 15 Trust 29,854 41,445 Note 2025 2024 Attributable to the unitholders of GTH Resorts No 15 Trust Basic earnings per unit (cents per unit) 9 10.40 20.72 Diluted earnings per unit (cents per unit) 9 10.40 20.72
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GTH Resorts No 15 Trust Statement of financial position As at 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of financial position should be read in conjunction with the accompanying notes 7 Assets Current assets Cash and cash equivalents - 1 Trade and other receivables 10 1 8 Related party loan 11 37,013 - Other current assets 12 - 3 Total current assets 37,014 12 Non-current assets Investment properties 13 173,500 140,500 Total non-current assets 173,500 140,500 Total assets 210,514 140,512 Liabilities Current liabilities Trade and other payables 14 18 214 Unearned income 15 - 10 Total current liabilities 18 224 Non-current liabilities Borrowings 16 - 45,912 Total non-current liabilities - 45,912 Total liabilities 18 46,136 Net assets 210,496 94,376 Equity Contributed equity 17 86,268 2 Retained profits 124,228 94,374 Total equity 210,496 94,376
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GTH Resorts No 15 Trust Statement of changes in equity For the year ended 31 December 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes 8 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2024 2 52,929 52,931 Profit for the year - 41,445 41,445 Other comprehensive income for the year - - - Total comprehensive income for the year - 41,445 41,445 Balance at 31 December 2024 2 94,374 94,376 Contributed Retained Total equity equity profits $'000 $'000 $'000 Balance at 1 January 2025 2 94,374 94,376 Profit for the year - 29,854 29,854 Other comprehensive income for the year - - - Total comprehensive income for the year - 29,854 29,854 Transactions with unitholders in their capacity as unitholders: Issue of units upon IPO (note 17) 89,913 - 89,913 Transaction costs incurred (note 17) (3,647) - (3,647) Balance at 31 December 2025 86,268 124,228 210,496
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GTH Resorts No 15 Trust Statement of cash flows For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of cash flows should be read in conjunction with the accompanying notes 9 Cash flows from operating activities Receipts from customers 577 366 Payments to suppliers (928) (338) Interest paid (1,680) (2,823) Net cash used in operating activities 24 (2,031) (2,795) Cash flows from investing activities Net cash from investing activities - - Cash flows from financing activities Net proceeds in relation to related party borrowings 25 2,030 2,794 Net cash generated from financing activities 2,030 2,794 Net decrease in cash and cash equivalents (1) (1) Cash and cash equivalents at the beginning of the financial year 1 2 Cash and cash equivalents at the end of the financial year - 1
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 10 Note 1. General information The financial statements cover GTH Resorts No 15 Trust (the "Trust") as an individual entity. The Trust is a for profit entity for the purpose of preparing the financial statements. The Trust was established on 22 July 2015 and registered as a management investment scheme on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. The entities within the stapled group at 31 December 2025 (and 31 December 2024) are disclosed in note 22. The registered office and principal place of business is: ● Level 1, 575 Bourke Street, Melbourne, VIC 3000 Australia A description of the nature of the Trust's operations and its principal activities are included in the directors' report. The financial statements were authorised for issue by the directors of the Responsible Entity on the date the Directors’ declaration was signed. The directors of the Responsible Entity have the power to amend and reissue the financial statements. Basis of preparation These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001 , Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board (AASB). These financial statements represent the first general purpose annual financial statements prepared by the Trust in complianc e with Australian Accounting Standards, including AASB 1 First-time Adoption of Australian Accounting Standards. In preparing these financial statements, the Trust has applied all relevant standards and interpretations issued by the AASB that are effective for financial reporting periods beginning on or after 1 January 2025. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Trust comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Consequently, this financial report ha s been prepared in accordance with and complies with IFRS Accounting Standards as issued by the IASB. Rounding off of amounts The Trust meets the criteria of ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and, accordingly amounts in the financial statements have been rounded to the nearest thousand dollars ($'000), unless otherwise stated. Amounts in these financial statements are stated in Australian dollars (which is the functional and presentation currency) unless oth erwise noted. Basis of measurement The financial statements have been prepared on the historical cost basis except for investment properties, which are measured at fair value. Going concern The directors have, at the time of approving the financial statements, a reasonable expectation that the Trust has adequate resources to continue in operational existence for the foreseeable future. Thus, the Trust has applied the going concern basi s of accounting in preparing the financial statements.
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 11 Note 2. Material accounting policy information Material accounting policies adopted in the preparation of these financial statements are presented below and are consistent with the prior reporting period unless otherwise stated. The accounting policies that are material to the Trust are set out below. Revenue recognition Revenue from contracts with customers Revenue from contracts with customers is recognised when performance obligations have been met and control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Trust expects to be entitl ed to in exchange for those goods or services. Site rental income The site rental income relates to the fee for the lease of the land by the homeowner and services provided in relation to the operation and management of the common community facilities. Income from operating leases is recognised on a straight -line basis o ver the term of the relevant lease. Revenue from rendering services is recognised in accordance with performance obligations under the terms and conditions of the service agreements. The Trust recognises site fees over time because the customer simultaneously receives and consumes the benefit provided to them. Operating lease income Operating lease income is recognised on a straight -line basis over the lease term. Lease incentives granted are recognised as part of the operating lease income. Contingent lease income is recognised as income in the period when earned. Other revenue Other revenue (including commission on resale) is recognised when it is received or when the right to receive payment is established. Other income Other income comprises recharges to external parties. Other income is recognised on an accruals basis when the Trust is entit led to it. Cash and cash equivalents Cash and cash equivalents comprises cash on hand, demand deposits which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Trade and other receivables Other receivables are recognised at amortised cost, less any allowance for expected credit losses. Investment properties Investment properties comprise interests in land and buildings held for long -term rental yields and / or for capital appreciation. Investment properties include land under development as well as fully developed land. Investment properties are measured initially at cost, including transaction costs and construction costs incurred to develop the investment property, such as costs in relation to civil works, community facilities and infrastructure charges. Subsequently, investment properties are stated at fair value, reflecting market conditions at reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the statement of profit or loss and other comprehensive income in the period they arise. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction b etween market participants at measurement date, in the principal market for the asset or liability, or the most advantageous market in its absence. It is the policy of the Trust to review the fair value of each investment property at each reporting date and revalue investm ent properties to fair value, per an independent valuation, when their carrying value is deemed to be materially different to their fair value.
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 12 Investment properties (continued) In determining fair values, the Trust considers relevant information including the capitalisation of rental streams using mar ket assessed capitalisation rates, expected net cash flows discounted to their present value using market determined risk -adjusted discount rates, and other available market data such as recent comparable transactions. The assessment of fair value of investment properties does not take into account potential capital gains tax assessable. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the property. Any gain or loss arising on derecognition of the investment property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or lo ss in the period in which the investment property is derecognised Trade and other payables These amounts represent liabilities for goods and services provided to the Trust prior to the end of the financial year and w hich are unpaid. Due to their short -term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Secured notes The issue of secured notes to note holders is recognised upon satisfaction of the terms of the Note Issue Deed which includes payment of the issue price. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non -financial assets, the fair value measurement is based on its highest and best u se. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair va lue, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non -recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applica ble, with external sources of data.
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 13 Contributed equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Trust are recognised at the proceeds received, net of direct issue costs. Repurchases of the Trust’s own equity instruments are recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Trust’s own equity instruments. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the e xpense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial posit ion. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities wh ich are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Income tax Under current Australian income tax legislation the Trust is not liable for income tax provided that unitholders are presentl y entitled to all the net income of the Trust each year. Accordingly, no income or deferred tax is recorded in these financial statements. The liability for capital gain tax that may arise if the Trust’s property is sold is not accounted for in these financial sta tements. New or amended Accounting Standards and Interpretations adopted There are no new and revised Standards and amendments thereto and Interpretations effective for the current year that are relevant to the Trust. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Accounting Standards and Interpretations issued that are not yet mandatory but may be relevant to the Trust are summarised below: ● AASB 2024-2: Amendments to AASB 7 & AASB 9 – Classification & Measurement of Financial Instruments (Effective date: 1 January 2026) ● AASB 18: Presentation & Disclosure in Financial Statements (Effective date: 1 January 2027) The Trust continues to assess the impact of the foregoing new and amended accounting standards and interpretations effective subsequent to 31 December 2025 on the Trust's financial statements in the period of initial application. Additional disclosur es required by these amendments will be included in the Trust's financial statements when these new standards and amendments are adopted.
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 14 Note 3. Critical accounting judgements, estimates and assumptions In applying the Trust’s accounting policies, which are described in note 2, the directors are required to make judgements (ot her than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 in the period of the revision and future periods if the revision affects both current and future periods. The significant estimates and judgements made have been described below. Valuation of investment property The Trust’s investment properties represent a significant balance in the statement of financial position. Investment properties are measured at fair value using valuation methods that utilise inputs based on estimates. The methodology applied is a combination of the valuations determined using the discounted cash flow (DCF) method, the income capitalisation method, the direct comparison method and transaction prices where relevant (refer to note 13 for discussion about each methodology). Independent valuations are adopted for investment properties determined using property valuation models that rely on the use of inputs that are not based on readily observable market data. The significant valuation inputs are as follows: ● Annual net property income – represents the contracted amount for which the property is leased. ● Capitalisation rate – the rate at which the net market income is capitalised to determine the value of the property. The rate is determined with regard to market evidence. ● Discount rate – the rate of return used to convert the monetary sum, payable or receivable in the future, into present value. It reflects 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 regard to market evidence. ● Terminal yield – the capitalisation rate used to estimate the residual value of the cash flows associated with the investment property at the end of the expected holding period. Changes in these unobservable inputs will ultimately impact on the fair value of the investment properties recorded. Note 4. Segment information Management of GemLife Group Ltd have determined that the Trust has one operating segment. The segment is Community Operations which involves the leasing and maintenance of investment properties. This is based on internal reporting assessed by the Chief Executive Officer of GemLife Group Ltd (who is identified as the Chief Operating Decision Maker (“CODM”)).
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 15 Note 5. Revenue 2025 2024 Revenue from contracts with customers: $'000 $'000 Site fees* 243 161 Operating lease income* 230 - Commission on resales^ 45 7 518 168 * revenue is recognised over time ^ revenue is recognised at a point in time On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd ("GemLife Operations"), a related party, to manage the operations of the Trust property effective 30 June 2025. Under this arrangement, the Trust ear ns operating lease income from GemLife Operations, and the site fees are now payable to GemLife Operations. Following this arrangement, more than 10% of revenue transaction s are from a single customer, GemLife Operations. Note 6. Other income 2025 2024 $'000 $'000 Recovery of utilities and recharges 9 - Note 7. Administrative expenses Administrative expenses include $1,061k (2024: nil) of restructuring and Initial Public Offering (IPO) transaction costs paid by a related party (refer to note 22). Note 8. Finance expenses 2025 2024 $'000 $'000 Interest expense - related party 1,895 3,497 Other interest expense 34 - 1,929 3,497 Interest expense - related party relates to interest costs incurred on borrowings from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for th e year was 5.60% (2024: 5.87%).
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 16 Note 9. Basic and diluted earnings per unit 2025 2024 Profit for the year attributable to the unitholders of GTH Resorts No 15 Trust ($'000) 29,854 41,445 Weighted average number of ordinary units of the Trust (number of units) * 286,933,615 200,000,000 Adjustments for calculation of diluted earnings per unit: Rights over ordinary units 242,030 - Weighted average number of ordinary units used in calculating diluted earnings per unit 287,175,645 200,000,000 Basic earnings per unit (cents per unit) 10.40 20.72 Diluted earnings per unit (cents per unit) 10.40 20.72 * The stapled group that the Trust belongs to undertook a restructure during the year. As part of the restructure, the units of the Trust were subdivided (refer to note 17). The comparative weighted average number of units has accordingly been rebased. Note 10. Trade and other receivables 2025 2024 $'000 $'000 Other receivables - 5 Goods and services tax receivable 1 3 1 8 Note 11. Related party loan 2025 2024 $'000 $'000 Other related party loan 37,013 - The related party loan relates to a loan to GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The loan does not carry interest and is repayable on demand. Refer to note 22 for further information on related party transactions and balances. Note 12. Other current assets 2025 2024 $'000 $'000 Prepayments - 3
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 17 Note 13. Investment properties 2025 2024 At fair value $'000 $'000 Investment property 173,500 140,500 Total investment properties 173,500 140,500 Movements in carrying amounts of investment properties Carrying value at the beginning of the year 140,500 95,000 Gain on change in fair value 33,000 45,500 Carrying value at the end of the year 173,500 140,500 Investment properties relate to land and facilities owned by the Trust currently classified as Sites Under Development. The m ain categories under which the investment properties are classified by the Trust are: ● Balance Land - Greenfield and DA Approved Pipeline - Greenfield Pipeline reflects projects which the Trust owns, or will own on completion, but for which DA approval has not been granted. DA Approved Pipeline reflects communities / sites where DA approval has been granted but development is yet to commence. ● Sites Under Development - reflects communities which are under development by the Trust, including sites which are partly occupied by homeowners (<95%). ● Completed Sites - communities substantially fully occupied by homeowners (≥95%). Valuations of investment properties are carried out at each reporting period and the following are the methodologies applied. (i) Market Approach - direct comparison This method is utilised primarily to value land relating to greenfield and pipeline sites. The market approach provides an indication of the value by comparing the property with identical or comparable properties for which price information is available. (ii) Capitalisation of income method This method is utilised primarily to value active or operational communities. Under the capitalisation method, fair value is estimated using assumptions regarding the expectation of future benefits. This method involves estimating a sustainable net operating income profile of a property and applying a capitalisation rate into perpetuity. The capitalisation rate is based on current market evidence. The sustainable net operating income profile of a property takes into account occupancy, rental income and operating expenses. (iii) Discounted cash flow method The discounted cash flow method is primarily used to value balance land relating to under development sites. Under the discounted cash flow method ("DCF"), fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. The DCF utilises the forecasted cash flow of the property for a defined future period, discounted back to the valuation date, resulting in a present -day value estimate. The discount rate in the DCF model is typically a market driven rate and has regard to the time value of money, along with the risk profile of the cash flow. The key assumptions and unobservable inputs applied in the valuations is noted in the below table:
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 Note 13. Investment properties (continued) 18 Class of assets 2025 2024 2025 2024 Valuation (Level 3) $'000 $'000 Fair value input Assumptions Assumptions techniques Sites under development 173,500 140,500 Site rental per villa per week (inc. GST) Discount rate Terminal yield $275 15.00% 5.15% $250 16.50% 5.15% Market approach – Direct comparison / Discounted cash flow / Income capitalisation When investment property (undeveloped land) is acquired by the Trust, it is recognised at cost including acquisition costs (f or example stamp duty). After Development Approval is obtained and development commences, the fair value of investment property typically increases to reflect land improvement costs incurred and the market value of the sites included in that investment property based on future cash flows from home development profits and long -term operating net cash from rental of the sites. As a result of the Trust’s business model, when a home is sold this reduces the value attributed to that site included in the investment property valuation. This reduction in value is reflected in the value of the investment property at the next repor ting date. This reduction represents the realisation of the development value as properties are transferred from development to completed sites. The net change in value of investment property in each reporting period is influenced by many different other factors, in addition to the decrease in fair value of investment property due to home sales during the period: ● DA approval being received, or other changes to the scope of the project in the period, may result in an increase in value. ● Capital expenditure in the period, which is expected to increase the value of sites (i.e. beyond the value of the capital expenditure). ● Development milestones (i.e. certain milestones such as completion of the community clubhouse) which would drive up average price/margin for homes. ● Additions/disposal of adjacent land sites which would increase/decrease the fair value of investment property. ● Unwinding of net present value of cash flows from development sites not sold during the reporting period. ● Change in macroeconomic factors, which impact average sale price, construction costs, discount rates and cap rates. ● Changes in average sales prices due to changes in the mix of the number of units remaining to be settled and the valuation of the units (i.e. generally positive through the life of the development). The carrying value of investment properties at the reporting date have been pledged as security in relation to borrowings by GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The gain on changes in fair value of investment properties of $33,000,000 (2024: $45,500,000) comprises of gains relating to sites under development. Note 14. Trade and other payables 2025 2024 $'000 $'000 Accrued expenses 18 214 Refer to note 19 for further information on financial instruments.
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 19 Note 15. Unearned income 2025 2024 $'000 $'000 Site fees received in advance - 10 Note 16. Borrowings 2025 2024 Non-current liabilities $'000 $'000 Secured notes - related parties* - 2,013 Other related party loan^ - 43,899 - 45,912 * Secured notes relate to notes issued to the unitholders. Interest on secured notes was accrued at a rate of 13.26% (2024: 13.26%). The loan has been fully paid during the year. ^ The related party loan relates to a loan from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for the period was 5.60% (31 December 2024: 5.87%). Proceeds from the unit issue were utilised to settle the loan during the year. Borrowings are classified as current liabilities unless the Trust has a right to defer settlement of the liability for at lea st twelve months after the reporting date. Refer to note 22 for further information on related party transactions and balances. Note 17. Contributed equity 2025 2024 2025 2024 Units Units $'000 $'000 Units - fully paid 380,288,462 2,000 89,915 2 Units issue costs - - (3,647) - 380,288,462 2,000 86,268 2 Movements in units - fully paid Details Date Units $'000 Balance 1 January 2024 2,000 2 Balance 31 December 2024 2,000 2 Securities conversion (subdivided into)* 7 July 2025 199,998,000 - Issue of units upon IPO 8 July 2025 180,288,462 89,913 Balance 31 December 2025 380,288,462 89,915 * On 7 July 2025, Trust undertook a security subdivision of 100,000 securities for every 1 security. Note 18. Distributions There were no distributions paid, recommended or declared during the current or previous financial year.
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 20 Note 19. Financial instruments Financial risk management objectives At 31 December 2025, the Trust’s principal financial instruments comprise receivables, payables and related party loans. The main risks arising from the Trust’s financial instruments are interest rate and liquidity risks. The Trust manages its exposure to these risks primarily through its borrowing policy. The Trust’s management team regularly reviews those risks. Interest rate risk The Trust’s exposure to the risk of changes in market interest rates arises primarily from related party loans from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The main consequence of adverse changes in market interest rates is higher interest costs, reducing the Trust’s profit. The impact of an increase or decrease in average interest rate of 1% (100bps) at reporting date, with all other variables hel d constant, is illustrated below. This analysis is based on interest rate risk exposures in existence as at 31 December 2025. 100 basis points increase 100 basis points decrease 2025 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan - - 100 basis points increase 100 basis points decrease 2024 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan (439) 439 Liquidity risk The main objective of liquidity risk management is to reduce the risk that the Trust does not have the resources available to meet its financial obligations and working capital and committed capital expenditure requirements. The contractual maturities of the Trust’s non-derivative financial liabilities at the reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities at market rates. 1 year or less Between 1 and 5 years Over 5 years Total 2025 $'000 $'000 $'000 $'000 Trade and other payables 18 - - 18 Borrowings - - - - Total non-derivatives 18 - - 18 1 year or less Between 1 and 5 years Over 5 years Total 2024 $'000 $'000 $'000 $'000 Trade and other payables 214 - - 214 Borrowings 2,844 57,617 - 60,461 Total non-derivatives 3,058 57,617 - 60,675
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 21 Note 20. Fair value measurement Fair value hierarchy The following tables detail the Trust's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either direc tly or indirectly Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total 2025 $'000 $'000 $'000 $'000 Assets Investment properties - - 173,500 173,500 Total assets - - 173,500 173,500 Level 1 Level 2 Level 3 Total 2024 $'000 $'000 $'000 $'000 Assets Investment properties - - 140,500 140,500 Total assets - - 140,500 140,500 There were no transfers between levels during the year. The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to their short- term nature. Valuation techniques for fair value measurements categorised within level 2 and level 3 Investment properties are measured at fair value. Refer to note 13 for further information on fair value measurement. Note 21. Remuneration of auditors The auditor of the Trust is Deloitte Touche Tohmatsu and the fee for services provided by Deloitte Touche Tohmatsu for the audit of the financial statements were borne by GemLife Administration Pty Ltd (a related party) and relate to the audit of the sta pled group that the Trust belongs to. Note 22. Related party transactions Stapled group and responsible entity As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a number of companies and other trusts to form a single group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times.
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 Note 22. Related party transactions (continued) 22 The entities within the stapled group at 31 December 2025 (and 31 December 2024) were: Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GemLife Communities Pty Ltd Yes Yes GemLife Administration Pty Ltd Yes Yes GemLife Assets Pty Ltd Yes Yes Gemstone Joinery Pty Ltd Yes Yes GemLife Finance Pty Ltd Yes Yes GemLife Funds Pty Ltd Yes Yes Prospecta Utilities Pty Ltd Yes Yes Prospecta Utilities APAC Pty Ltd Yes Yes Prospecta Telco Advisory Pty Ltd^^ No Yes Prospecta Telco Retail Pty Ltd Yes Yes GTH Project No 1 Pty Ltd Yes Yes GTH Project No 2 Pty Ltd Yes Yes GemLife Group Ltd (formerly known as GTH Project No. 4 Pty Ltd) Yes Yes GTH Project No 6 Pty Ltd Yes Yes Gemlife Communities (QLD) Operations Pty Ltd (formerly GTH Resorts No 25 Pty Ltd) Yes Yes Gemlife Communities (NSW) Operations Pty Ltd (formerly GTH Resorts No 26 Pty Ltd) Yes Yes Gemlife Communities (VIC) Operations Pty Ltd (formerly GTH Resorts No 27 Pty Ltd) Yes Yes GemLife Trust** Yes No GTH Resorts No 1 Pty Ltd (as trustee for GTH Resorts No 1 Unit Trust) Yes Yes GTH Resorts No 2 Pty Ltd (as trustee for GTH Resorts No 2 Trust)*** Yes Yes GTH Resorts No 3 Pty Ltd (as trustee for GTH Resorts No 3 Trust)*** Yes Yes GTH Resorts No 4 Pty Ltd (as trustee for GTH Resorts No 4 Trust)*** Yes Yes GTH Resorts No 5 Pty Ltd (as trustee for GTH Resorts No 5 Unit Trust) Yes Yes GTH Resorts No 6 Pty Ltd (as trustee for GTH Resorts No 6 Trust)*** Yes Yes GTH Resorts No 7 Pty Ltd (as trustee for GTH Resorts No 7 Unit Trust) Yes Yes GTH Resorts No 8 Pty Ltd (as trustee for GTH Resorts No 8 Trust)*** Yes Yes GTH Resorts No 9 Pty Ltd (as trustee for GTH Resorts No 9 Unit Trust) Yes Yes GTH Resorts No 10 Pty Ltd (as trustee for GTH Resorts No 10 Unit Trust) Yes Yes GTH Resorts No 11 Pty Ltd (as trustee for GTH Resorts No 11 Trust)*** Yes Yes GTH Resorts No 12 Pty Ltd (as trustee for GTH Resorts No 12 Trust)*** Yes Yes GTH Resorts No 14 Pty Ltd (as trustee for GTH Resorts No 14 Unit Trust) Yes Yes GTH Resorts No 15 Pty Ltd (as trustee for GTH Resorts No 15 Trust)*** Yes Yes GTH Resorts No 16 Pty Ltd (as trustee for GTH Resorts No 16 Unit Trust) Yes Yes GTH Resorts No 17 Pty Ltd (as trustee for GTH Resorts No 17 Unit Trust) Yes Yes GTH Resorts No 18 Pty Ltd (as trustee for GTH Resorts No 18 Unit Trust) Yes Yes GTH Resorts No 19 Pty Ltd (as trustee for GTH Resorts No 19 Trust)*** Yes Yes GTH Resorts No 20 Pty Ltd (as trustee for GTH Resorts No 20 Unit Trust) Yes Yes GTH Resorts No 21 Pty Ltd (as trustee for GTH Resorts No 21 Unit Trust) Yes Yes GTH Resorts No 22 Pty Ltd (as trustee for GTH Resorts No 22 Unit Trust) Yes Yes GTH Resorts No 23 Pty Ltd (as trustee for GTH Resorts No 23 Unit Trust) Yes Yes GTH Resorts No 24 Pty Ltd (as trustee for GTH Resorts No 24 Unit Trust) Yes Yes GemLife Resorts No 25 Pty Ltd (as trustee for GTH Resorts No 25 Unit Trust)**** Yes No GemLife Resorts No 26 Pty Ltd (as trustee for GTH Resorts No 26 Unit Trust)**** Yes No GemLife Resorts No 27 Pty Ltd (as trustee for GTH Resorts No 27 Unit Trust)**** Yes No
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 Note 22. Related party transactions (continued) 23 Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GTH Resorts No 1 Unit Trust* Yes Yes GTH Resorts No 2 Trust Yes Yes GTH Resorts No 3 Trust Yes Yes GTH Resorts No 4 Trust Yes Yes GTH Resorts No 5 Unit Trust* Yes Yes GTH Resorts No 6 Trust Yes Yes GTH Resorts No 7 Unit Trust* Yes Yes GTH Resorts No 8 Trust Yes Yes GTH Resorts No 9 Unit Trust* Yes Yes GTH Resorts No 10 Unit Trust* Yes Yes GTH Resorts No 11 Trust Yes Yes GTH Resorts No 12 Trust Yes Yes GTH Resorts No 14 Unit Trust* Yes Yes GTH Resorts No 16 Unit Trust* Yes Yes GTH Resorts No 17 Unit Trust* Yes Yes GTH Resorts No 18 Unit Trust * Yes Yes GTH Resorts No 19 Trust Yes Yes GTH Resorts No 20 Unit Trust* Yes Yes GTH Resorts No 21 Unit Trust* Yes Yes GTH Resorts No 22 Unit Trust* Yes Yes GTH Resorts No 23 Unit Trust* Yes Yes GTH Resorts No 24 Unit Trust* Yes Yes GTH Resorts No 25 Unit Trust* Yes Yes GTH Resorts No 26 Unit Trust* Yes Yes GTH Resorts No 27 Unit Trust* Yes Yes GemAliria Pty Ltd*^ Yes No Gemstone Lifestyle No 2 Pty Ltd*^ Yes No Gemstone Lifestyle No 3 Pty Ltd*^ Yes No Gemstone Lifestyle No 4 Pty Ltd*^ Yes No Gemstone Lifestyle No 5 Pty Ltd*^ Yes No Gemstone Lifestyle No 6 Pty Ltd*^ Yes No Gemstone Lifestyle No 7 Pty Ltd*^ Yes No Gemstone Lifestyle No 8 Pty Ltd*^ Yes No Gemstone Lifestyle No 9 Pty Ltd*^ Yes No *During the year ended 31 December 2025, GemLife Trust became the holding entity for these trusts and companies. ^ On 15 July 2025, GemLife Trust acquired 100% of the issued share capital of GemAliria Pty Ltd and its subsidiaries from a group ultimately controlled by a director of GemLife Group Ltd ^^ Prospecta Telco Advisory Pty Ltd was deregistered on 22 July 2025. *** On 16 May 2025, these entities were retired as trustees of their respective unit trusts. **** These entities were incorporated on 9 September 2025 and were established as trustees of their respective unit trusts on 12 November 2025. Transactions with entities within the stapled group are related party transactions. The Responsible Entity of the Trust is Equity Trustees Limited. The Responsible Entity, schemes managed by the Responsible Entity and key management personnel of the Responsible Entity are related parties to the Trust. Accordingly, transactions with the entities and parties noted above are related party transactions.
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 Note 22. Related party transactions (continued) 24 Key management personnel The persons who were directors of GTH Resorts No 15 Pty Ltd (as Trustee of the Trust to 16 May 2025): Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The persons who were directors of Equity Trustees Limited at any time since 16 May 2025 up to the date of this report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Other key management personnel: There were no other key management personnel with responsibility for planning, directing and controlling the activities of th e Trust, directly or indirectly during the year. There were no transactions with key management personnel during the reporting year (2024: nil). Transactions with related parties The following transactions occurred with related parties: 2025 2024 $ $ Operating lease income^ 229,669 - Restructuring and IPO costs paid by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) on behalf of the Trust including costs recorded as a deduction from equity (4,709,020) - Service fees charged by the GemLife Administration Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (85,466) (127,953) Interest expense charged by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (1,894,937) (3,497,353) Custodian and Responsible Entity fees paid to EQT Australia Limited (37,616) - ^ On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd, a related party, to manage the operations of the Trust property, effective 30 June 2025. Under this arrangement, the Trust earns operating lease income from GemLife Operations based on the rent calculation set out in the agreement. The agreement expires on 29 June 2045.
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 Note 22. Related party transactions (continued) 25 Loans to and from related parties The following balances are outstanding at the reporting date in relation to loans with related parties: 2025 2024 $ $ Current receivables: Loan to GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) 37,013,399 - Non-current borrowings: Secured notes from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) - (2,013,110) Loan from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) - (43,899,310) Note 23. Events after the reporting year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Note 24. Reconciliation of profit to net cash used in operating activities 2025 2024 $'000 $'000 Profit for the year 29,854 41,445 Adjustments for: Gain on change in fair value of investment property (33,000) (45,500) Restructuring and IPO costs paid by a related party 1,061 - Finance cost incurred 1,929 3,497 Interest and other finance costs paid (1,680) (2,823) Change in operating assets and liabilities: Decrease in trade and other receivables 7 171 Decrease in other assets 3 202 (Decrease)/Increase in trade and other payables (195) 203 (Decrease)/Increase in unearned income (10) 10 Net cash used in operating activities (2,031) (2,795)
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GTH Resorts No 15 Trust Notes to the financial statements 31 December 2025 26 Note 25. Non-cash financing activities The movement in related party borrowings includes the following non -cash transactions: 2025 2024 $'000 $'000 Restructuring and IPO costs paid by a related party (1,061) - Finance expenses accrued (249) (674) Units issued net of transaction costs 86,266 - Total non-cash transactions 84,956 (674) Movement in related party borrowings (82,926) 3,468 Net proceeds in relation to related party borrowings 2,030 2,794
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GTH Resorts No 15 Trust Directors' declaration 31 December 2025 27 In the opinion of the directors of the Responsible Entity: (a) The financial statements and notes set out on pages 6 to 26 are in accordance with the Corporations Act 2001, including: i. complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii. giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its performance for the year ended on that date. (b) There are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable; and (c) Note 1 confirms that the financial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the directors of Equity Trustees Limited through a delegated auth ority given by Equity Trustees Limited’s Board. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au Independent Auditor’s Report to the Unitholders of GTH Resorts No 15 Trust Opinion We have audited the financial report of GTH Resorts No 15 Trust (the “Trust”) which comprises the statement of financial position as at 31 December 2025, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information and the directors’ declaration. In our opinion, the accompanying financial report of the Trust is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its financial performance for the year then ended; and • Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. 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 Trust in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors, would be in the same terms if given to the directors as at the time of this auditor’s report. 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 financial report for 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. Key Audit Matter How the scope of our audit responded to the Key Audit Matter Valuation of investment properties Refer to notes 2, 3 and 13 of the financial statements. At 31 December 2025 the Trust’s statement of financial position included investment properties of $174 million (82.42% of the Trust’s total assets). Our audit procedures included but were not limited to: • Obtained an understanding of management’s process and policies in relation to the valuation of investment properties; • Evaluated the design and implementation of controls relevant to the valuation of investment properties; 28
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As disclosed in note 13, investment properties are carried at fair value. The valuation of investment properties involves judgement that includes selecting an appropriate valuation methodology and valuation assumptions that include: • Income capitalisation rates; • Discount rates; • Weekly site rentals per villa; and • Terminal yields. These apply to each of the investment property categories held by the Trust, being Balance Land, Sites Under Development and Completed Sites, as applicable. The Trust determined the value of investment properties with reference to independent external valuations. Given the financial significance of investment properties and the subjectivity and sensitivity of the valuation methodologies and assumptions, we consider the valuation of investment properties to be a key audit matter. • Assessed the qualifications, competence and objectivity of the independent external valuer; • Together with Deloitte real estate valuation experts, assessed the valuation of the Balance Land, Sites Under Development and Completed Sites investment property categories by performing the following procedures as applicable: o Held discussions with and made enquiries of management and the external valuer in relation to the investment property valuation approach; o Assessed the appropriateness of the valuation methodologies applied; o Assessed the appropriateness of the key assumptions used in the valuation including the: ▪ Income capitalisation rates; ▪ Discount rates; ▪ Weekly site rentals per villa; and ▪ Terminal yields; by comparing the assumptions against market data and comparable transactions as appropriate. • On a sample basis, tested the appropriateness of capital expenditure to investment property as applicable; • Obtained the investment properties fair value reconciliation of opening to closing fair values and assessed the completeness of fair value movements during the year as applicable; and • Assessed the adequacy and appropriateness of the disclosures in the notes to the financial statements. Other Matter The financial information of the Trust for the year ended 3 1 December 2024 was audited as part of the consolidated financial statements of GemLife Group Ltd (formerly known as GTH Project No 4 Pty Ltd). No audit report was issued on the stand -alone financial statements of the Trust as the Trust was not a disclosing entity at that date. Other Information The directors of Equity Trustees Limited, as Responsible Entity of the Trust (the “directors”), are responsible for the other information. The other information comprises the directors’ report on the Trust and the financial statements of GemLife Group Ltd, GemLife Trust, GTH Resorts No 2 Trust, GTH Resorts No 3 Trust, GTH Resorts No 4 Trust, GTH Resorts No 6 Trust, GTH Resorts No 8 Trust, GTH Resorts No 11 Trust, GTH Resorts No 12 Trust and GTH Resorts No 19 Trust (but does not include the financial report of the Trust and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report, and also includes the GemLife Group Ltd annual report for the year ended 31 December 2025, which is expected to be made available to us after the date of this audit report. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon. 29
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In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, 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. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the GemLife Group Ltd annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action. Responsibilities of the Directors for the Financial Report The directors are responsible: • For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust in accordance with Australian Accounting Standards; and • For such internal control as the directors determine is necessary to enable the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust, and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the ability of the Trust 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 Trust or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are 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 the Australian Auditing Standards 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 this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, 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 fo r 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 Trust’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. 30
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• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’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 financial report or, if such disclosures are inadequate, to modify our op inion. 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 Trust to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. 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 to 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 financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s repor t 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. DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Brisbane, 25 February 2026 31
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GTH Resorts No 19 Trust ARSN 687 164 209 Financial Statements For the year ended 31 December 2025
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GTH Resorts No 19 Trust Contents 31 December 2025 1 Directors' report 2 Auditor's independence declaration 5 Statement of profit or loss and other comprehensive income 6 Statement of financial position 7 Statement of changes in equity 8 Statement of cash flows 9 Notes to the financial statements 10 Directors' declaration 25 Independent auditor's report to the unitholders of GTH Resorts No 19 Trust 26
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GTH Resorts No 19 Trust Directors' report 31 December 2025 2 The directors of Equity Trustees Limited, the Responsible Entity for GTH Resorts No 19 Trust (the 'Trust') present their report together with the financial statements of the Trust for the year ended 31 December 2025. The Trust was established on 22 July 2015 and commenced operations on 1 January 2016. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission ("ASIC") on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single e conomic unit, and held by respective shareholders / unitholders in equal proportion at all times. On 3 July 2025, GemLife Group Ltd, an entity stapled to the Trust, listed on the Australian Securities Exchange ("ASX") under the ASX code: GLF (referred to as GemLife Communities Group on the ASX). On 7 July 2025, the stapled group was restructured, implementing a stapling arrangement that attached the units of the Trust to the units of nine other trusts and to the shares of GemLife Group Ltd. The Trust did not have any employees during the year. The various service providers for the Trust are detailed below: Service Provider Responsible Entity: Equity Trustees Limited* Investment Manager: GemLife Funds Limited Custodian: EQT Australia Limited Statutory Auditor: Deloitte Touche Tohmatsu * On 16 May 2025, GTH Resorts No 19 Pty Ltd retired as Trustee and Equity Trustees Limited was appointed as the Responsible Entity on the same date. Directors The trustee of the Trust up to the date of appointment of the Responsible Entity was GTH Resorts No 19 Pty Ltd (the "Trustee" ) and the names of the directors for the Trustee throughout the period up to 16 May 2025 were: Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The following persons held office as directors of the Trust from 16 May 2025 to the end of the year and up to the date of thi s report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Principal activities The principal activity of the Trust during the year was the ownership and lease of land and operation of land lease community assets. During the year, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property. There were no other significant changes in the nature of the Trust’s activities during the year.
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GTH Resorts No 19 Trust Directors' report 31 December 2025 3 Review of operations The Trust is part of a stapled group of which Gemlife Group Ltd is the parent. A review of the consolidated group’s operation s is included in the GemLife Group Ltd directors’ report. The statutory profit for the Trust for the year amounted to $35,507,000 (2024: $21,250,000). The statutory profit comprises an operating loss (net loss before fair valuation loss on investment property) of $1,993,000 ( 2024: $2,148,000) and net valuation gain of $37,500,000 (2024: $23,398,000) on investment property. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Significant changes in the state of affairs On 16 May 2025, GTH Resorts No 19 Pty Ltd retired as Trustee and Equity Trustees Limited were appointed as the Responsible Entity on the same date. The Trust registered as a managed investment scheme with the Australian Securities and Investments Commission on 28 May 2025. On 8 July 2025, the Trust entered into an agreement with GemLife Communities (QLD) Operations Pty Ltd to manage the operations of the Trust property effective 30 June 2025. There were no other significant changes in the state of affairs of the Trust during the year ended 31 December 2025. Environmental issues The Trust’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia. Proceeding on behalf of Trust No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Trust, or to intervene in any proceedings to which the Trust is a party for the purpose of taking responsibility on behalf of the Trust for all or part of those proceedings. The Trust is not a party to any such proceedings during the year. Future development and results The Trust will continue to deliver on its strategy to own master -planned land lease communities retaining ownership of the land and receiving rental income for leasing the land. Investment property valuation changes may have a material impact on the results of the Trust in future years. Future investme nt property valuation changes cannot be reliably measured at the date of this report. Indemnification and insurance of officers and auditors No insurance premiums are paid for out of the assets of the Trust in regard to insurance cover provided to the officers of Eq uity Trustees Limited. So long as the officers of Equity Trustees Limited act in accordance with the Trust’s Constitution and the law, the officers remain indemnified out of the assets of the Trust against losses incurred while acting on behalf of the Trust. The Trust has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnifie d or agreed to indemnify an officer or auditor of the Trust or of any related body corporate against a liability incurred as an of ficer or auditor. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years. Rounding of amounts The Trust is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding -off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars ($'000), unless otherwise indicated.
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GTH Resorts No 19 Trust Directors' report 31 December 2025 4 Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on pa ge 5. Fees paid to and interests held in the Fund by the Responsible Entity and its associates Fees paid to the Responsible Entity and its associates out of Fund property during the year are disclosed in Note 19 to the financial statements. No fees were paid out of Fund property to the directors of the Responsible Entity during the year. The number of interests in the Fund held by the Responsible Entity or its associates as at the end of the financial year are disclosed in Note 19 to the financial statements. This report is made in accordance with a resolution of the directors of Equity Trustees Limited. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au 25 February 2026 The Directors Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 19 Trust Level 1, 575 Bourke Street Melbourne, VIC, 3000 Dear Directors Auditor’s Independence Declaration to GTH Resorts No 19 Trust In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Equity Trustees Limited in its capacity as Responsible Entity for GTH Resorts No 19 Trust. As lead audit partner for the audit of the financial report of GTH Resorts No 19 Trust for the financial year ended 31 December 2025 , I declare that to the best of my knowledge and belief, there have been no contraventions of: • The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • Any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants 5
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GTH Resorts No 19 Trust Statement of profit or loss and other comprehensive income For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 6 Revenue Other income 5 - 17 Administration expenses 6 (439) (179) Gain on change in fair value of investment property 11 37,500 23,398 Finance expenses 7 (1,554) (1,986) Profit for the year attributable to the unitholders of GTH Resorts No 19 Trust 35,507 21,250 Other comprehensive income for the year - - Total comprehensive income for the year attributable to the unitholders of GTH Resorts No 19 Trust 35,507 21,250 Note 2025 2024 Attributable to the unitholders of GTH Resorts No 19 Trust Basic earnings per unit (cents per unit) 9 12.37 10.62 Diluted earnings per unit (cents per unit) 9 12.36 10.62
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GTH Resorts No 19 Trust Statement of financial position As at 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of financial position should be read in conjunction with the accompanying notes 7 Assets Current assets Cash and cash equivalents - 5 Trade and other receivables 9 - 1 Other current assets 10 94 76 Total current assets 94 82 Non-current assets Investment properties 11 74,000 36,500 Total non-current assets 74,000 36,500 Total assets 74,094 36,582 Liabilities Current liabilities Trade and other payables 12 16 - Total current liabilities 16 - Non-current liabilities Borrowings 13 19,866 26,350 Total non-current liabilities 19,866 26,350 Total liabilities 19,882 26,350 Net assets 54,212 10,232 Equity Contributed equity 14 8,475 2 Retained profits 45,737 10,230 Total equity 54,212 10,232
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GTH Resorts No 19 Trust Statement of changes in equity For the year ended 31 December 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes 8 (Accumulated losses)/ Total equity Contributed equity retained profits $'000 $'000 $'000 Balance at 1 January 2024 2 (11,020) (11,018) Profit for the year - 21,250 21,250 Other comprehensive income for the year - - - Total comprehensive income for the year - 21,250 21,250 Balance at 31 December 2024 2 10,230 10,232 Total equity Contributed equity Retained profits $'000 $'000 $'000 Balance at 1 January 2025 2 10,230 10,232 Profit for the year - 35,507 35,507 Other comprehensive income for the year - - - Total comprehensive income for the year - 35,507 35,507 Transactions with unitholders in their capacity as unitholders: Issue of units upon IPO (note 14) 8,832 - 8,832 Transaction costs incurred (note 14) (359) - (359) Balance at 31 December 2025 8,475 45,737 54,212
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GTH Resorts No 19 Trust Statement of cash flows For the year ended 31 December 2025 Note 2025 2024 $'000 $'000 The above statement of cash flows should be read in conjunction with the accompanying notes 9 Cash flows from operating activities Receipts from customers 1 28 Payments to suppliers (337) (34) Net cash used in operating activities 21 (336) (6) Cash flows from investing activities Payments for investment properties 11 - - Net cash used in investing activities - - Cash flows from financing activities Net proceeds in relation to related party borrowings 22 331 4 Net cash generated from financing activities 331 4 Net decrease in cash and cash equivalents (5) (2) Cash and cash equivalents at the beginning of the financial year 5 7 Cash and cash equivalents at the end of the financial year - 5
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 10 Note 1. General information The financial statements cover GTH Resorts No 19 Trust (the "Trust") as an individual entity. The Trust is a for profit entity for the purpose of preparing the financial statements. The Trust was established on 22 July 2015 and registered as a management investment scheme on 28 May 2025. As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a company and other trusts to form a single stapled group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times. The entities within the stapled group at 31 December 2025 (and 31 December 2024) are disclosed in note 19. The registered office and principal place of business is: ● Level 1, 575 Bourke Street, Melbourne, VIC 3000 Australia A description of the nature of the Trust's operations and its principal activities are included in the directors' report. The financial statements were authorised for issue by the directors of the Responsible Entity on the date the Directors’ declaration was signed. The directors of the Responsible Entity have the power to amend and reissue the financial statements. Basis of preparation These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001 , Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board (AASB). These financial statements represent the first general purpose annual financial statements prepared by the Trust in complianc e with Australian Accounting Standards, including AASB 1 First-time Adoption of Australian Accounting Standards. In preparing these financial statements, the Trust has applied all relevant standards and interpretations issued by the AASB that are effective for financial reporting periods beginning on or after 1 January 2025. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Trust comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Consequently, this financial report ha s been prepared in accordance with and complies with IFRS Accounting Standards as issued by the IASB. Rounding off of amounts The Trust meets the criteria of ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and, accordingly amounts in the financial statements have been rounded to the nearest thousand dollars ($'000), unless otherwise stated. Amounts in these financial statements are stated in Australian dollars (which is the functional and presentation currency) unless oth erwise noted. Basis of measurement The financial statements have been prepared on the historical cost basis except for investment properties, which are measured at fair value. Going concern The directors have, at the time of approving the financial statements, a reasonable expectation that the Trust has adequate resources to continue in operational existence for the foreseeable future. Thus, the Trust has applied the going concern basi s of accounting in preparing the financial statements.
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 11 Note 2. Material accounting policy information Material accounting policies adopted in the preparation of these financial statements are presented below and are consistent with the prior reporting period unless otherwise stated. The accounting policies that are material to the Trust are set out below. Revenue recognition Revenue from contracts with customers Revenue from contracts with customers is recognised when performance obligations have been met and control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Trust expects to be entitl ed to in exchange for those goods or services. Other income Other income comprises recharges to external parties. Other income is recognised on an accruals basis when the Trust is entit led to it. Cash and cash equivalents Cash and cash equivalents comprises cash on hand, demand deposits which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Trade and other receivables Other receivables are recognised at amortised cost, less any allowance for expected credit losses. Investment properties Investment properties comprise interests in land and buildings held for long -term rental yields and / or for capital appreciation. Investment properties include land under development as well as fully developed land. Investment properties are measured initially at cost, including transaction costs and construction costs incurred to develop the investment property, such as costs in relation to civil works, community facilities and infrastructure charges. Subsequently, investment properties are stated at fair value, reflecting market conditions at reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the statement of profit or loss and other comprehensive income i n the period they arise. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction b etween market participants at measurement date, in the principal market for the asset or liability, or the most advantageous market in its absence. It is the policy of the Trust to review the fair value of each investment property at each reporting date and revalue investm ent properties to fair value, per an independent valuation, when their carrying value is deemed to be materially different to their fair value. In determining fair values, the Trust considers relevant information including the capitalisation of rental streams using mar ket assessed capitalisation rates, expected net cash flows discounted to their present value using market determined risk -adjusted discount rates, and other available market data such as recent comparable transactions. The assessment of fair value of investment properties does not take into account potential capital gains tax assessable. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the property. Any gain or loss arising on derecognition of the investment property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or lo ss in the period in which the investment property is derecognised Trade and other payables These amounts represent liabilities for goods and services provided to the Trust prior to the end of the financial year and w hich are unpaid. Due to their short -term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 12 Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Secured notes The issue of secured notes to note holders is recognised upon satisfaction of the terms of the Note Issue Deed which includes payment of the issue price. Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non -financial assets, the fair value measurement is based on its highest and best u se. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair va lue, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers bet ween levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non -recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applica ble, with external sources of data. Contributed equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Trust are recognised at the proceeds received, net of direct issue costs. Repurchases of the Trust’s own equity instruments are recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Trust’s own equity instruments. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the e xpense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial posit ion. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities wh ich are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 Note 2. Material accounting policy information (continued) 13 Income tax Under current Australian income tax legislation the Trust is not liable for income tax provided that unitholders are presentl y entitled to all the net income of the Trust each year. Accordingly, no income or deferred tax is recorded in these financial statements. The liability for capital gain tax that may arise if the Trust’s property is sold is not accounted for in these financial sta tements. New or amended Accounting Standards and Interpretations adopted There are no new and revised Standards and amendments thereto and Interpretations effective for the current year that are relevant to the Trust. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Accounting Standards and Interpretations issued that are not yet mandatory but may be relevant to the Trust are summarised below: ● AASB 2024-2: Amendments to AASB 7 & AASB 9 – Classification & Measurement of Financial Instruments (Effective date: 1 January 2026) ● AASB 18: Presentation & Disclosure in Financial Statements (Effective date: 1 January 2027) The Trust continues to assess the impact of the foregoing new and amended accounting standards and interpretations effective subsequent to 31 December 2025 on the Trust's financial statements in the period of initial application. Additional disclosur es required by these amendments will be included in the Trust's financial statements when these new standards and amendments are adopted. Note 3. Critical accounting judgements, estimates and assumptions In applying the Trust’s accounting policies, which are described in note 2, the directors are required to make judgements (ot her than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 in the period of the revision and future periods if the revision affects both current and future periods. The significant estimates and judgements made have been described below. Valuation of investment property The Trust’s investment properties represent a significant balance in the statement of financial position. Investment properties are measured at fair value using valuation methods that utilise inputs based on estimates. The methodology applied is a combination of the valuations determined using the discounted cash flow (DCF) method, the income capitalisation method, the direct comparison method and transaction prices where relevant (refer to note 11 for discussion about each methodology). Independent valuations are adopted for investment properties determined using property valuation models that rely on the use of inputs that are not based on readily observable market data.
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 Note 3. Critical accounting judgements, estimates and assumptions (continued) 14 The significant valuation inputs are as follows: ● Annual net property income – represents the contracted amount for which the property is leased. ● Capitalisation rate – the rate at which the net market income is capitalised to determine the value of the property. The rate is determined with regard to market evidence. ● Discount rate – the rate of return used to convert the monetary sum, payable or receivable in the future, into present value. It reflects 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 regard to market evidence. ● Terminal yield – the capitalisation rate used to estimate the residual value of the cash flows associated with the investment property at the end of the expected holding period. Changes in these unobservable inputs will ultimately impact on the fair value of the investment properties recorded. Note 4. Segment information Management of GemLife Group Ltd have determined that the Trust has one operating segment. The segment is Community Operations which involves the leasing and maintenance of investment properties. This is based on internal reporting assessed by the Chief Executive Officer of GemLife Group Ltd (who is identified as the Chief Operating Decision Maker (“CODM”)). Note 5. Other income 2025 2024 $'000 $'000 Rental income - 17 Note 6. Administrative expenses Administrative expenses include $104k (2024: nil) of restructuring and Initial Public Offering (IPO) transaction costs paid b y a related party (refer to note 19). Note 7. Finance expenses 2025 2024 $'000 $'000 Interest expense - related party 1,554 1,986 Interest expense - related party relates to interest costs incurred on borrowings from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for th e year was 5.60% (2024: 5.87%). Note 8. Basic and diluted earnings per unit 2025 2024 Profit for the year attributable to the unitholders of GTH Resorts No 19 Trust ($'000) 35,507 21,250 Weighted average number of ordinary units of the Trust (number of units) * 286,933,615 200,000,000 Adjustments for calculation of diluted earnings per unit: Rights over ordinary units 242,030 - Weighted average number of ordinary units used in calculating diluted earnings per unit 287,175,645 200,000,000
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 Note 8. Basic and diluted earnings per unit (continued) 15 Basic earnings per unit (cents per unit) 12.37 10.62 Diluted earnings per unit (cents per unit) 12.36 10.62 * The stapled group that the Trust belongs to undertook a restructure during the year. As part of the restructure, the units of the Trust were subdivided (refer to note 14). The comparative weighted average number of units has accordingly been rebased. Note 9. Trade and other receivables 2025 2024 $'000 $'000 Goods and services tax receivable - 1 Note 10. Other current assets 2025 2024 $'000 $'000 Prepayments 94 76 Note 11. Investment properties 2025 2024 At fair value $'000 $'000 Investment property 74,000 36,500 Total investment properties 74,000 36,500 Movements in carrying amounts of investment properties Carrying value at the beginning of the year 36,500 11,400 Acquisitions - 1,702 Gain on change in fair value 37,500 23,398 Carrying value at the end of the year 74,000 36,500 Investment properties relate to land and facilities owned by the Trust currently classified as Sites Under Development. The m ain categories under which the investment properties are classified by the Trust are: ● Balance Land - Greenfield and DA Approved Pipeline - Greenfield Pipeline reflects projects which the Trust owns, or will own on completion, but for which DA approval has not been granted. DA Approved Pipeline reflects communities / sites where DA approval has been granted but development is yet to commence. ● Sites Under Development - reflects communities which are under development by the Trust, including sites which are partly occupied by homeowners (<95%). ● Completed Sites - communities substantially fully occupied by homeowners (≥95%). Valuations of investment properties are carried out at each reporting period and the following are the methodologies applied.
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 Note 11. Investment properties (continued) 16 (i) Market Approach - direct comparison This method is utilised primarily to value land relating to greenfield and pipeline sites. The market approach provides an indication of the value by comparing the property with identical or comparable properties for which price information is available. (ii) Capitalisation of income method This method is utilised primarily to value active or operational communities. Under the capitalisation method, fair value is estimated using assumptions regarding the expectation of future benefits. This method involves estimating a sustainable net operating income profile of a property and applying a capitalisation rate into perpetuity. The capitalisation rate is based on current market evidence. The sustainable net operating income profile of a property takes into account occupancy, rental income and operating expenses. (iii) Discounted cash flow method The discounted cash flow method is primarily used to value balance land relating to under development sites. Under the discounted cash flow method ("DCF"), fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. The DCF utilises the forecasted cash flow of the property for a defined future period, discounted back to the valuation date, resulting in a present -day value estimate. The discount rate in the DCF model is typically a market driven rate and has regard to the time value of money, along with the risk profile of the cash flow. The key assumptions and unobservable inputs applied in the valuations is noted in the below table: Class of assets 2025 2024 2025 2024 Valuation (Level 3) $'000 $'000 Fair value input Assumptions Assumptions techniques Sites Under Development 74,000 36,500 Site rental per villa per week (inc. GST) Discount rate Terminal yield $240 17.50% 5.25% $230 20.00% 5.25% Market approach – Direct comparison / Discounted cash flow / Income capitalisation When investment property (undeveloped land) is acquired by the Trust, it is recognised at cost including acquisition costs (f or example stamp duty). After Development Approval is obtained and development commences, the fair value of investment property typically increases to reflect land improvement costs incurred and the market value of the sites included in that investment property based on future cash flows from home development profits and long -term operating net cash from rental of the sites. As a result of the Trust’s business model, when a home is sold this reduces the value attributed to that site included in the investment property valuation. This reduction in value is reflected in the value of the investment property at the next repor ting date. This reduction represents the realisation of the development value as properties are transferred from development to completed sites. The net change in value of investment property in each reporting period is influenced by many different other factors, in addition to the decrease in fair value of investment property due to home sales during the period:
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 Note 11. Investment properties (continued) 17 ● DA approval being received, or other changes to the scope of the project in the period, may result in an increase in value. ● Capital expenditure in the period, which is expected to increase the value of sites (i.e. beyond the value of the capital expenditure). ● Development milestones (i.e. certain milestones such as completion of the community clubhouse) which would drive up average price/margin for homes. ● Additions/disposal of adjacent land sites which would increase/decrease the fair value of investment property. ● Unwinding of net present value of cash flows from development sites not sold during the reporting period. ● Change in macroeconomic factors, which impact average sale price, construction costs, discount rates and cap rates. ● Changes in average sales prices due to changes in the mix of the number of units remaining to be settled and the valuation of the units (i.e. generally positive through the life of the development). The carrying value of investment properties at the reporting date have been pledged as security in relation to borrowings by GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The gain on changes in fair value of investment properties of $37,500,000 (2024: $23,398,000) comprises of gains relating to land with DA approval. Note 12. Trade and other payables 2025 2024 $'000 $'000 Accrued expenses 16 - Refer to note 16 for further information on financial instruments. Note 13. Borrowings 2025 2024 Non-current liabilities $'000 $'000 Secured notes - related parties* - 636 Other related party loan^ 19,866 25,714 19,866 26,350 * Secured notes relate to notes issued to the unitholders. Interest on secured notes was accrued at a rate of 13.26% (2024: 13.26%). The loan has been fully paid during the year. ^ The related party loan relates to a loan from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. Interest on the loan is variable and the average rate for the period was 5.60% (31 December 2024: 5.87%). The loan maturity date is June 2029 (2024: November 2026). Borrowings are classified as current liabilities unless the Trust has a right to defer settlement of the liability for at lea st twelve months after the reporting date. Refer to note 19 for further information on related party transactions and balances. Note 14. Contributed equity 2025 2024 2025 2024 Units Units $'000 $'000 Units - fully paid 380,288,462 2,000 8,834 2 Units issue costs - - (359) - 380,288,462 2,000 8,475 2
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 Note 14. Contributed equity (continued) 18 Movements in units - fully paid Details Date Units $'000 Balance 1 January 2024 2,000 2 Balance 31 December 2024 2,000 2 Securities conversion (subdivided into)* 7 July 2025 199,998,000 - Issue of units upon IPO 8 July 2025 180,288,462 8,832 Balance 31 December 2025 380,288,462 8,834 * On 7 July 2025, Trust undertook a security subdivision of 100,000 securities for every 1 security. Note 15. Distributions There were no distributions paid, recommended or declared during the current or previous financial year. Note 16. Financial instruments Financial risk management objectives At 31 December 2025, the Trust’s principal financial instruments comprise receivables, payables and related party loans. The main risks arising from the Trust’s financial instruments are interest rate and liquidity risks. The Trust manages its exposure to these risks primarily through its borrowing policy. The Trust’s management team regularly reviews those risks. Interest rate risk The Trust’s exposure to the risk of changes in market interest rates arises primarily from related party loans from GemLife Finance Pty Ltd, an entity that is part of the stapled group of entities that the Trust belongs to. The main consequence of adverse changes in market interest rates is higher interest costs, reducing the Trust’s profit. The impact of an increase or decrease in average interest rate of 1% (100bps) at reporting date, with all other variables hel d constant, is illustrated below. This analysis is based on interest rate risk exposures in existence as at 31 December 2025. 100 basis points increase 100 basis points decrease 2025 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan (199) 199 100 basis points increase 100 basis points decrease 2024 Effect on profit $'000 Effect on profit $'000 Variable interest rate related party loan (257) 257
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 Note 16. Financial instruments (continued) 19 Liquidity risk The main objective of liquidity risk management is to reduce the risk that the Trust does not have the resources available to meet its financial obligations and working capital and committed capital expenditure requirements. The contractual maturities of the Trust’s non-derivative financial liabilities at the reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities at market rates. 1 year or less Between 1 and 5 years Over 5 years Total 2025 $'000 $'000 $'000 $'000 Trade and other payables 16 - - 16 Borrowings 1,323 23,603 - 24,926 Total non-derivatives 1,339 23,603 - 24,942 1 year or less Between 1 and 5 years Over 5 years Total 2024 $'000 $'000 $'000 $'000 Borrowings 1,594 32,848 - 34,442 Total non-derivatives 1,594 32,848 - 34,442 Note 17. Fair value measurement Fair value hierarchy The following tables detail the Trust's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either direc tly or indirectly Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total 2025 $'000 $'000 $'000 $'000 Assets Investment properties - - 74,000 74,000 Total assets - - 74,000 74,000 Level 1 Level 2 Level 3 Total 2024 $'000 $'000 $'000 $'000 Assets Investment properties - - 36,500 36,500 Total assets - - 36,500 36,500 There were no transfers between levels during the year. The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to their short- term nature. Valuation techniques for fair value measurements categorised within level 2 and level 3 Investment properties are measured at fair value. Refer to note 11 for further information on fair value measurement.
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 20 Note 18. Remuneration of auditors The auditor of the Trust is Deloitte Touche Tohmatsu and the fee for services provided by Deloitte Touche Tohmatsu for the audit of the financial statements were borne by GemLife Administration Pty Ltd (a related party) and relate to the audit of the sta pled group that the Trust belongs to. Note 19. Related party transactions Stapled group and responsible entity As at 31 December 2025 (and 31 December 2024), the units of the Trust were stapled to a number of companies and other trusts to form a single group. The stapling effectively requires that all of the stapled companies and trusts are traded as a single economic unit, and held by respective shareholders / unitholders in equal proportion at all times.
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 Note 19. Related party transactions (continued) 21 The entities within the stapled group at 31 December 2025 (and 31 December 2024) were: Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GemLife Communities Pty Ltd Yes Yes GemLife Administration Pty Ltd Yes Yes GemLife Assets Pty Ltd Yes Yes Gemstone Joinery Pty Ltd Yes Yes GemLife Finance Pty Ltd Yes Yes GemLife Funds Pty Ltd Yes Yes Prospecta Utilities Pty Ltd Yes Yes Prospecta Utilities APAC Pty Ltd Yes Yes Prospecta Telco Advisory Pty Ltd^^ No Yes Prospecta Telco Retail Pty Ltd Yes Yes GTH Project No 1 Pty Ltd Yes Yes GTH Project No 2 Pty Ltd Yes Yes GemLife Group Ltd (formerly known as GTH Project No. 4 Pty Ltd) Yes Yes GTH Project No 6 Pty Ltd Yes Yes Gemlife Communities (QLD) Operations Pty Ltd (formerly GTH Resorts No 25 Pty Ltd) Yes Yes Gemlife Communities (NSW) Operations Pty Ltd (formerly GTH Resorts No 26 Pty Ltd) Yes Yes Gemlife Communities (VIC) Operations Pty Ltd (formerly GTH Resorts No 27 Pty Ltd) Yes Yes GemLife Trust** Yes No GTH Resorts No 1 Pty Ltd (as trustee for GTH Resorts No 1 Unit Trust) Yes Yes GTH Resorts No 2 Pty Ltd (as trustee for GTH Resorts No 2 Trust)*** Yes Yes GTH Resorts No 3 Pty Ltd (as trustee for GTH Resorts No 3 Trust)*** Yes Yes GTH Resorts No 4 Pty Ltd (as trustee for GTH Resorts No 4 Trust)*** Yes Yes GTH Resorts No 5 Pty Ltd (as trustee for GTH Resorts No 5 Unit Trust) Yes Yes GTH Resorts No 6 Pty Ltd (as trustee for GTH Resorts No 6 Trust)*** Yes Yes GTH Resorts No 7 Pty Ltd (as trustee for GTH Resorts No 7 Unit Trust) Yes Yes GTH Resorts No 8 Pty Ltd (as trustee for GTH Resorts No 8 Trust)*** Yes Yes GTH Resorts No 9 Pty Ltd (as trustee for GTH Resorts No 9 Unit Trust) Yes Yes GTH Resorts No 10 Pty Ltd (as trustee for GTH Resorts No 10 Unit Trust) Yes Yes GTH Resorts No 11 Pty Ltd (as trustee for GTH Resorts No 11 Trust)*** Yes Yes GTH Resorts No 12 Pty Ltd (as trustee for GTH Resorts No 12 Trust)*** Yes Yes GTH Resorts No 14 Pty Ltd (as trustee for GTH Resorts No 14 Unit Trust) Yes Yes GTH Resorts No 15 Pty Ltd (as trustee for GTH Resorts No 15 Trust)*** Yes Yes GTH Resorts No 16 Pty Ltd (as trustee for GTH Resorts No 16 Unit Trust) Yes Yes GTH Resorts No 17 Pty Ltd (as trustee for GTH Resorts No 17 Unit Trust) Yes Yes GTH Resorts No 18 Pty Ltd (as trustee for GTH Resorts No 18 Unit Trust) Yes Yes GTH Resorts No 19 Pty Ltd (as trustee for GTH Resorts No 19 Trust)*** Yes Yes GTH Resorts No 20 Pty Ltd (as trustee for GTH Resorts No 20 Unit Trust) Yes Yes GTH Resorts No 21 Pty Ltd (as trustee for GTH Resorts No 21 Unit Trust) Yes Yes GTH Resorts No 22 Pty Ltd (as trustee for GTH Resorts No 22 Unit Trust) Yes Yes GTH Resorts No 23 Pty Ltd (as trustee for GTH Resorts No 23 Unit Trust) Yes Yes GTH Resorts No 24 Pty Ltd (as trustee for GTH Resorts No 24 Unit Trust) Yes Yes GemLife Resorts No 25 Pty Ltd (as trustee for GTH Resorts No 25 Unit Trust)**** Yes No GemLife Resorts No 26 Pty Ltd (as trustee for GTH Resorts No 26 Unit Trust)**** Yes No GemLife Resorts No 27 Pty Ltd (as trustee for GTH Resorts No 27 Unit Trust)**** Yes No
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 Note 19. Related party transactions (continued) 22 Stapled Group Stapled Group as at 31 December 2025 Stapled Group as at 31 December 2024 GTH Resorts No 1 Unit Trust* Yes Yes GTH Resorts No 2 Trust Yes Yes GTH Resorts No 3 Trust Yes Yes GTH Resorts No 4 Trust Yes Yes GTH Resorts No 5 Unit Trust* Yes Yes GTH Resorts No 6 Trust Yes Yes GTH Resorts No 7 Unit Trust* Yes Yes GTH Resorts No 8 Trust Yes Yes GTH Resorts No 9 Unit Trust* Yes Yes GTH Resorts No 10 Unit Trust* Yes Yes GTH Resorts No 11 Trust Yes Yes GTH Resorts No 12 Trust Yes Yes GTH Resorts No 14 Unit Trust* Yes Yes GTH Resorts No 15 Trust Yes Yes GTH Resorts No 16 Unit Trust* Yes Yes GTH Resorts No 17 Unit Trust* Yes Yes GTH Resorts No 18 Unit Trust * Yes Yes GTH Resorts No 20 Unit Trust* Yes Yes GTH Resorts No 21 Unit Trust* Yes Yes GTH Resorts No 22 Unit Trust* Yes Yes GTH Resorts No 23 Unit Trust* Yes Yes GTH Resorts No 24 Unit Trust* Yes Yes GTH Resorts No 25 Unit Trust* Yes Yes GTH Resorts No 26 Unit Trust* Yes Yes GTH Resorts No 27 Unit Trust* Yes Yes GemAliria Pty Ltd*^ Yes No Gemstone Lifestyle No 2 Pty Ltd*^ Yes No Gemstone Lifestyle No 3 Pty Ltd*^ Yes No Gemstone Lifestyle No 4 Pty Ltd*^ Yes No Gemstone Lifestyle No 5 Pty Ltd*^ Yes No Gemstone Lifestyle No 6 Pty Ltd*^ Yes No Gemstone Lifestyle No 7 Pty Ltd*^ Yes No Gemstone Lifestyle No 8 Pty Ltd*^ Yes No Gemstone Lifestyle No 9 Pty Ltd*^ Yes No *During the year ended 31 December 2025, GemLife Trust became the holding entity for these trusts and companies. ^ On 15 July 2025, GemLife Trust acquired 100% of the issued share capital of GemAliria Pty Ltd and its subsidiaries from a group ultimately controlled by a director of GemLife Group Ltd ^^ Prospecta Telco Advisory Pty Ltd was deregistered on 22 July 2025. *** On 16 May 2025, these entities were retired as trustees of their respective unit trusts. **** These entities were incorporated on 9 September 2025 and were established as trustees of their respective unit trusts on 12 November 2025. Transactions with entities within the stapled group are related party transactions. The Responsible Entity of the Trust is Equity Trustees Limited. The Responsible Entity, schemes managed by the Responsible Entity and key management personnel of the Responsible Entity are related parties to the Trust. Accordingly, transactions with the entities and parties noted above are related party transactions.
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 Note 19. Related party transactions (continued) 23 Key management personnel The persons who were directors of GTH Resorts No 19 Pty Ltd (as Trustee of the Trust to 16 May 2025): Adrian Puljich Peter Puljich Ashmit Thakral Greggory Piercy Victor Shkolnik (Alternate Director) Kevin Barry (Alternate Director) The persons who were directors of Equity Trustees Limited at any time since 16 May 2025 up to the date of this report: Michael J O’Brien - Chairman Russell W Beasley (appointed 1 July 2025) Mary A O’Connor (resigned 1 July 2025) David B Warren Andrew P Godfrey Johanna E Platt Other key management personnel: There were no other key management personnel with responsibility for planning, directing and controlling the activities of th e Trust, directly or indirectly during the year. There were no transactions with key management personnel during the reporting year (2024: nil). Transactions with related parties The following transactions occurred with related parties: 2025 2024 $ $ Restructuring and IPO costs paid by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) on behalf of the Trust including costs recorded as a deduction from equity (462,534) - Interest expense charged by GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (1,505,573) (1,986,436) Custodian and Responsible Entity fees paid to EQT Australia Limited (35,089) - Loans from related parties The following balances are outstanding at the reporting date in relation to loans with related parties: 2025 2024 $ $ Non-current borrowings: Secured notes from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) - (635,632) Loan from GemLife Finance Pty Ltd (an entity that is part of the stapled group of entities that the Trust belongs to) (19,866,009) (25,714,197) Note 20. Events after the reporting year No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Trust's operations, the results of those operations, or the Trust's state of affairs in future financial years.
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GTH Resorts No 19 Trust Notes to the financial statements 31 December 2025 24 Note 21. Reconciliation of profit to net cash used in operating activities 2025 2024 $'000 $'000 Profit for the year 35,507 21,250 Adjustments for: Restructuring and IPO costs paid by a related party 104 - Gain on change in fair value of investment property (37,500) (23,398) Finance cost incurred 1,554 1,986 Change in operating assets and liabilities: Decrease in trade and other receivables 1 12 (Increase)/decrease in other assets (19) 146 Increase in trade and other payables 17 - Decrease in unearned income - (2) Net cash used in operating activities (336) (6) Note 22. Non-cash financing activities The movement in related party borrowings includes the following non -cash transactions: 2025 2024 $'000 $'000 Restructuring and IPO costs paid by a related party (104) - Finance expenses accrued (1,554) (1,986) Investment properties paid by a related party - (1,702) Units issued net of transaction costs 8,473 - Total non-cash transactions 6,815 (3,688) Movement in related party borrowings (6,484) 3,692 Net proceeds in relation to related party borrowings 331 4
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GTH Resorts No 19 Trust Directors' declaration 31 December 2025 25 In the opinion of the directors of the Responsible Entity: (a) The financial statements and notes set out on pages 6 to 24 are in accordance with the Corporations Act 2001, including: i. complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii. giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its performance for the year ended on that date. (b) There are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable; and (c) Note 1 confirms that the financial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the directors of Equity Trustees Limited through a delegated auth ority given by Equity Trustees Limited’s Board. ___________________________ Andrew P Godfrey 25 February 2026 Melbourne
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Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Level 23, Riverside Centre 123 Eagle Street Brisbane, QLD, 4000 Australia Phone: +61 7 3308 7000 www.deloitte.com.au Independent Auditor’s Report to the Unitholders of GTH Resorts No 19 Trust Opinion We have audited the financial report of GTH Resorts No 19 Trust (the “Trust”) which comprises the statement of financial position as at 31 December 2025, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information and the directors’ declaration. In our opinion, the accompanying financial report of the Trust is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Trust’s financial position as at 31 December 2025 and of its financial performance for the year then ended; and • Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. 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 Trust in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors, would be in the same terms if given to the directors as at the time of this auditor’s report. 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 financial report for 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. Key Audit Matter How the scope of our audit responded to the Key Audit Matter Valuation of investment properties Refer to notes 2, 3 and 11 of the financial statements. At 31 December 2025 the Trust’s statement of financial position included investment properties of $74 million (99.87% of the Trust’s total assets). Our audit procedures included but were not limited to: • Obtained an understanding of management’s process and policies in relation to the valuation of investment properties; • Evaluated the design and implementation of controls relevant to the valuation of investment properties; 26
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As disclosed in note 11, investment properties are carried at fair value. The valuation of investment properties involves judgement that includes selecting an appropriate valuation methodology and valuation assumptions that include: • Income capitalisation rates; • Discount rates; • Weekly site rentals per villa; and • Terminal yields. These apply to each of the investment property categories held by the Trust, being Balance Land, Sites Under Development and Completed Sites, as applicable. The Trust determined the value of investment properties with reference to independent external valuations. Given the financial significance of investment properties and the subjectivity and sensitivity of the valuation methodologies and assumptions, we consider the valuation of investment properties to be a key audit matter. • Assessed the qualifications, competence and objectivity of the independent external valuer; • Together with Deloitte real estate valuation experts, assessed the valuation of the Balance Land, Sites Under Development and Completed Sites investment property categories by performing the following procedures as applicable: o Held discussions with and made enquiries of management and the external valuer in relation to the investment property valuation approach; o Assessed the appropriateness of the valuation methodologies applied; o Assessed the appropriateness of the key assumptions used in the valuation including the: ▪ Income capitalisation rates; ▪ Discount rates; ▪ Weekly site rentals per villa; and ▪ Terminal yields; by comparing the assumptions against market data and comparable transactions as appropriate. • On a sample basis, tested the appropriateness of capital expenditure to investment property as applicable; • Obtained the investment properties fair value reconciliation of opening to closing fair values and assessed the completeness of fair value movements during the year as applicable; and • Assessed the adequacy and appropriateness of the disclosures in the notes to the financial statements. Other Matter The financial information of the Trust for the year ended 3 1 December 2024 was audited as part of the consolidated financial statements of GemLife Group Ltd (formally known as GTH Project No 4 Pty Ltd). No audit report was issued on the stand -alone financial statements of the Trust as the Trust was not a disclosing entity at that date. Other Information The directors of Equity Trustees Limited, as Responsible Entity of the Trust (the “directors”), are responsible for the other information. The other information comprises the directors’ report on the Trust and the financial statements of GemLife Group Ltd, GemLife Trust, GTH Resorts No 2 Trust, GTH Resorts No 3 Trust, GTH Resorts No 4 Trust, GTH Resorts No 6 Trust, GTH Resorts No 8 Trust, GTH Resorts No 11 Trust, GTH Resorts No 12 Trust and GTH Resorts No 1 5 Trust (but does not include the financial report of the Trust and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report, and also includes the GemLife Group Ltd annual report for the year ended 31 December 2025, which is expected to be made available to us after the date of this audit report. 27
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Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, 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. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the GemLife Group Ltd annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action. Responsibilities of the Directors for the Financial Report The directors are responsible: • For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust in accordance with Australian Accounting Standards; and • For such internal control as the directors determine is necessary to enable the preparation of the financial report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Trust, and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the ability of the Trust 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 Trust or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are 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 the Australian Auditing Standards 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 this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, 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 fo r 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 Trust’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. 28
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• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’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 financial report or, if such disclosures are inadequate, to modify our op inion. 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 Trust to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. 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 to 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 financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s repor t 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. DELOITTE TOUCHE TOHMATSU Saeed Seedat Partner Chartered Accountants Brisbane, 25 February 2026 29