Grand Parade Investments : Audited annual financial statements 30 June 2022

AUDITED

GROUP AND COMPANY ANNUAL

FINANCIAL STATEMENTS

AT 30 JUNE 2022

CONTENTS

2

3

3

4

5

10

12

Company Information

Directors' Responsibility and Approval Declaration by the Company Secretary Declaration by CEO and CFO

Report of the Independent Auditors Report of the Audit And Risk Committee Report of the Directors

CONSOLIDATED

18

19

20

21

22

Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes In Equity Consolidated Statement of Cash Flows

Notes to the Consolidated Annual Financial Statements

THE COMPANY

86	Statement of Comprehensive Income
87	Statement of Financial Position
88	Statement of Changes in Equity
89	Statement of Cash Flows
90	Notes to the Annual Financial Statements
103	Appendix 1: Principal Subsidiary Companies
103	Appendix 2: Principal Investments, associates and
joint ventures
104	Appendix 3: Directors' Interests in Shares
105	Appendix 4: Analysis of ordinary shareholders

LEVEL OF ASSURANCE

These Audited Annual Financial Statements have been audited in compliance with the applicable requirements of the Companies Act (No. 71 of 2008) of South Africa.

GRAND PARADE INVESTMENTS LIMITED GROUP AND COMPANY ANNUAL FINANCIAL STATEMENTS 2022    1

COMPANY INFORMATION

FOR THE YEAR ENDED 30 JUNE 2022

Company information	A Abercrombie (Non-executive Chairman)
Directors	M Tajbhai (Chief Executive Officer)
	J October (Chief Financial Officer)
	WD Geach (Lead independent)
	MJ Bowman (Non-executive)
	R van Dijk (Non-executive)
	M Nkosi (Non-executive)
	R Kader (Non-executive)
Public Officer	J October CA(SA)
Registration number	1997/003548/06
Domicile and country of incorporation	South Africa
Nature of business	Investment Holding Company
Registered office	11th Floor, 33 on Heerengracht
	Heerengracht Street
	Cape Town
	8001
Preparer of the financial statements	The annual financial statements were prepared under the supervision of Grand
	Parade Investments' ("GPI") Group Chief Financial Officer, J October CA(SA).
Company Secretary	Statucor (Pty) Ltd
	6th Floor
	119 - 123 Hertzog Boulevard
	Foreshore
	Cape Town
	8001
Transfer Secretaries	Computershare Investor Services (Pty) Ltd
	Prviate Bag X9000
	Saxonwold
	2132
Sponsors	PSG Capital (Pty) Ltd
	1st Floor, Ou Kollege Building,
	35 Kerk Street,Stellenbosch,7600
	PO Box 7403
Auditors	Deloitte and Touche
	5 Magwa Crescent
	Waterfall City
	Waterfall
	Johannesburg
	2000
Bankers	The Standard Bank of South Africa Limited
	First Rand Bank Limited

STATEMENT OF RESPONSIBILITY BY THE DIRECTORS AND COMPANY SECRETARY

FOR THE YEAR ENDED 30 JUNE 2022

DIRECTORS' RESPONSIBILITY AND APPROVAL

The Directors are responsible for the preparation of the Annual Financial Statements ("AFS") and other information contained in this report. In their opinion, the AFS set out in this report fairly represent the state of affairs of the Group and of the Company. The AFS have been prepared in accordance with International Financial Reporting Standards ("IFRS") and in the manner required by the Companies Act (No. 71 of 2008) of South Africa (Companies Act) and the JSE Listings requirements. The AFS were authorised for issue by the Board on the 28 October 2022.

The external auditors are responsible for conducting an independent audit of the AFS of the Group and Company in accordance with International Standards on Auditing ("ISA") and reporting their opinion to shareholders. Their report is presented on pages 5 to 9.

The Directors have reviewed the Group's and Company's budget and cash flow forecast for the 12 month period from approval date. On the basis of this review, and in light of the current financial position and existing borrowing facilities, the Directors are satisfied that the Group and Company are going concerns and have continued to adopt the going- concern basis in preparing the AFS.

The AFS were approved by the Board on 28 October 2022 and are signed on its behalf by

M TAJBHAI	J OCTOBER
Chief Executive Officer	Chief Financial Officer

DECLARATION BY THE COMPANY SECRETARY TO THE SHAREHOLDERS OF GRAND PARADE INVESTMENTS LIMITED

Pursuant to Section 88 (2) (e) of the Companies Act, I certify that, to the best of my knowledge and belief, all returns required of the Company, in terms of the said Act, have been duly lodged with the Companies Intellectual Property Commission (CIPC), and all such returns are true, correct and are up-to-date.

STATUCOR (PTY) LTD

Company Secretary

28 October 2022

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STATEMENT OF RESPONSIBILITY BY THE DIRECTORS AND COMPANY SECRETARY continued

DECLARATION BY GROUP CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)

Each of the directors, whose names are stated below, hereby confirm that:

1. the annual financial statements set out on pages 18 to 21, fairly present in all material respects the financial position, financial performance and cash flows of the issuer in terms of IFRS;
2. to the best of our knowledge and belief, no facts have been omitted or untrue statements made that would make the annual financial statements false or misleading;
3. internal financial controls have been put in place to ensure that material information relating to the issuer and its consolidated subsidiaries have been provided to effectively prepare the financial statements of the issuer;
4. the internal financial controls are adequate and effective and can be relied upon in compiling the annual financial statements, having fulfilled our role and function as executive directors with primary responsibility for implementation and execution of controls within the combined assurance model pursuant to principle 15 of the King Code;
5. where we are not satisfied, we have disclosed to the audit committee and the auditors the deficiencies in design and operational effectiveness of the internal financial controls and any fraud that involves directors, and have taken the necessary remedial action remedy the deficiencies; and
6. we are not aware of any fraud involving directors.

J OCTOBER	M TAJBHAI
Chief Financial Officer	Chief Executive Officer
28 October 2022	28 October 2022

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRAND PARADE INVESTMENTS LIMITED

To the Shareholders of Grand Parade Investments Limited

Opinion

We have audited the consolidated financial statements of Grand Parade Investments Limited and its subsidiaries (the group) set out on pages 18 to 102, which comprise the consolidated statement of financial position as at 30 June 2022, and the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Grand Parade Investments Limited and its subsidiaries as at 30 June 2022, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the group in accordance with the Independent Regulatory Board for Auditors' Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRAND PARADE INVESTMENTS LIMITED continued

Key audit matter	How the matter was addressed in the audit

Measurement, valuation and disclosure of discontinued operations (Note 14)

Other Information

The directors are responsible for the other information. The other information comprises the information included in the document titled "Grand Parade Investments Limited Audited Group and Company Annual Financial Statement at

The Group entered into a sale agreement to dispose of the Burger King South Africa (BKSA) and Grand Foods Meat Plant (GFMP) groups to unlock value for shareholders. The transaction was closed on 3 November 2021, on which date control passed to the acquirer. On 4 April 2022 Mac Brothers group was placed under voluntary liquidation when the Court appointed the liquidator and control in terms of IFRS 10: Consolidated Financial Statements, was lost. A loss from the discontinued operations amounting to R44.4 million was recorded in the statement of profit or loss and other comprehensive income.

Deficiencies were noted in the financial reporting and close processes of the underlying businesses within these disposal groups. These are fundamental and pervasive to the integrity of the financial reporting of the group and impacted our audit approach, which was reliant on work done by the component auditors involved in the audits of those components.

We identified this matter to be a key audit matter due to the following:

• Additional audit work and significant interaction was required between management, the group engagement team and the Mac Brothers management to obtain sufficient and appropriate audit evidence; and
• Additional audit work and significant interaction was required between management, the group engagement team and the component auditor of BKSA and GFMP operations to obtain sufficient and appropriate audit evidence.

Our procedures included the following:

• Issued the component auditors with referral instructions which outlined the scope of their work;
• Obtained an understanding of the component auditor, including an understanding of their competence, skill and independence;
• Included frequent interactions with, and oversight of the component auditor of the BKSA and GFMP operations through meetings that were conducted with the component auditor to obtain an understanding of the component and its environment and obtain updates on progress, risks and audit findings;
• Included more frequent interactions with the GPI and Mac Brothers management on the Mac Brothers operations through meetings that were conducted by the group auditor with management to obtain an update on progress of audit deliverables;
• Extended our review of the component auditor working papers which included their significant risks for BKSA and GFMP operations;
• Conducted close out meetings with the component auditor to conclude on the appropriateness of the audit procedures performed on the component;
• Re-calculatedthe profit/loss from the discontinued operations based on the audited trial balances of BKSA, GFMP and Mac Brothers operations;
• Recalculated profit/loss on disposal of BKSA and GFMP operations based on the audited trial balance as at disposal date;
• Recalculated the profit/loss on deconsolidation of Mac Brothers at date of loss of control based on the audited trial balance at that date; and
• Assessed the recognition and disclosure of the accounting matters for compliance with IFRS, including recognition and disclosure of discontinued operations in terms of the requirements of IFRS 5, and the requirements for loss of control in terms of IFRS 10.

The accounting and disclosures pertaining to the discontinued operations is found to be appropriate in terms of the relevant accounting standards.

30 June 2022", which includes the Declaration by the Company Secretary, Report of the Audit and Risk Committee, Report of the Directors as required by the Companies Act of South Africa, the Declaration by the Group Chief Executive Officer (CEO) and Chief Financial Officer (CFO) and the Integrated Report, which we obtained prior to the date of this report. The other information does not include the consolidated and separate financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Consolidated Financial Statements

The directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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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