Financial Statements HY 30 June 2021

Ventia Services Group Pty Limited
ABN 53 603 253 541

Financial report
for the six months ended 30 June 2021

Ventia Services Group Pty Limited
Contents
For the six months ended 30 June 2021





Directors' report 1
Consolidated statement of profit or loss and other comprehensive income 3
Consolidated statement of financial position 4
Consolidated statement of changes in equity 5
Consolidated statement of cash flows 6
Notes to the consolidated financial statements 7
Directors’ declaration 16
Independent auditor's review report to the members of Ventia Services Group Pty Limited 17

Ventia Services Group Pty Limited
Directors’ report
For the six months ended 30 June 2021



1
Directors' Report

The Directors of Ventia Services Group Pty Limited present their report, together with the financial statements, on the
consolidated entity (referred to hereafter as the 'Group' or ‘Ventia’) consisting of Ventia Services Group Pty Limited (referred
to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the six months ended 30
June 2021.

Directors
The following persons held office as Directors of the Company during the financial period and up to the date of this report:

Mr David Kenneth Hunter Moffatt
Mr Kevin Edward Crowe
Mr Robert Brian Cotterill
Mr Steve Martinez
Mr Stefan Camphausen (resigned on 11 February 2021)
Mr Marc Alexander Casal (Alternate Director) (resigned 3 May 2021)
Mr Trevor Mills (Alternate Director)
Ms Miryam Meza
Mr Michael Cooper (Alternate Director) (appointed 2 March 2021)
Mr Ignacio Segura Surinach (appointed on 2 March 2021)

Principal activities
Ventia Services Group Pty Limited (Ventia) is one of the largest essential services providers in Australia and New Zealand.
Ventia organises its operations into four sectors as follows:

• Defence & Social Infrastructure provides a comprehensive range of services including facilities management, asset
management, operations support and maintenance services primarily for government agencies associated with defence,
justice, public housing, health, education and local governments.

• Infrastructure Services provides owners and operators of critical infrastructure, including those in the power, water,
industrial and resources industries with operations and maintenance, capital works, environmental services and
remediation works.

• Telecommunications provides public and private clients with end-to-end telecommunication services spanning design,
supply, construction, installation, commissioning and maintenance of network infrastructure.

• Transport provides owners and operators of essential road, motorway and tunnel, and rail networks with integrated
operations and maintenance services, project delivery and technology solutions.

The acquisition of BRS Holdco Pty Ltd (formerly Ferrovial Services Australia Pty Ltd) on 30 June 2020 expanded the sector
coverage of the Group into the defence, resources and social infrastructure sectors.

Other than as noted above, there were no significant changes in the nature of the activities of the Group during the period.

Dividends
Dividends of $38,495,328 have been declared and paid during the period (2020: $Nil declared and $4,875,747 paid).

Significant changes in the state of affairs
On 3 March 2021, Broadspectrum (Holdings) Pty Ltd (a controlled entity of Ventia Services Group Pty Limited), signed an
agreement with a third party to sell the entire share capital of APP Corporation Pty Limited ('APP'). Completion of the
transaction took place on 19 March 2021.

There have been no other significant changes in the state of affairs of the Group during the period.

Ventia Services Group Pty Limited
Directors’ report
For the six months ended 30 June 2021
2
Results of operations
Revenue for the six months amounted to $2,309,551,000, which was an increase of $1,288,275,000 from the prior year. This
was mainly as a result of the acquisition of BRS Holdco Pty Ltd on 30 June 2020. The profit after tax for the six months
amounted to $39,864,000 including $24,595,000 from discontinued operations (30 June 2020: $18,119,000 including $nil from
discontinued operations).
Ventia’s business remained resilient during 2021, despite the continuing presence of COVID-19 impacting the broader
economy. Due to the essential nature of services delivered by Ventia, the majority of clients requested that work continue as
usual during the period. As a result, the impact of COVID-19 was limited to a delay in the award of some new projects and a
slowdown of revenues on a small number of projects.
The results for the period include costs incurred in respect of the integration of the Broadspectrum business into the Ventia
Group.
Likely developments and expected results of operations
As one of the largest essential services providers in Australia and New Zealand, Ventia is well positioned for further growth.
Ventia’s integrated services capability spans the full asset lifecycle (including operation and maintenance, minor capital
works, facilities management, environmental services and project management), complemented by technology-enabled
solutions and deep technical expertise.
The Group is operating in a growing and resilient market with significant outsourced market opportunities, supported by
Government infrastructure spend and stimulus at record levels, and ageing existing infrastructure networks requiring
continued long-term maintenance and next generation technology.
The Group has a strong pipeline of future opportunities which supports this positive outlook. Subsequent to the period end,
Ventia has been awarded a number of significant contracts including:
•Across Government Facilities Management Arrangement contract with the Government of South Australia generating
revenue of approximately $300m per annum over an initial term of five years and seven months;
•N2P Evolution contract with NBN Co generating revenue of approximately $400m over three years, subject to work orders
and volumes; and
•Long-term maintenance master contract with Chevron Australia for works in Western Australia generating revenue of
approximately $100m per annum over 10 years, subject to predicted volumes and work orders being issued.
In addition, the Spark Consortium, to which Ventia is the Operations and Maintenance (O&M) contractor, has been
announced as the preferred bidder for Melbourne’s North East Link Project. The O&M contract is for a 25 year period to
commence post construction.
Ventia’s future performance is supported by favourable market trends, a high level of contract renewals and a strong work in
hand position.
Matters subsequent to the end of the financial period
No other matter or circumstance has occurred subsequent to the reporting date that has significantly affected, or may
significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent
financial periods.
This report is made in accordance with a resolution of Directors.
On behalf of the directors
___________________________
David Kenneth Hunter Moffatt
Director
20 August 2021
Sydney

Ventia Services Group Pty Limited
Consolidated statement of profit or loss and other comprehensive income
For the six months ended 30 June 2021
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
3
Note
Six months
ended 30
June 2021
Six months
ended 30
June 2020
$'000 $'000
Revenue 2 2,309,551 1,021,276
Expenses 3 (2,149,262) (921,161)
Share of profits of joint venture entities 3,423 1,938
Earnings before interest, tax, depreciation and amortisation 163,712 102,053
Depreciation expense (51,712) (22,425)
Amortisation expense (38,902) (13,583)
Finance costs 4 (52,446) (40,480)
Interest income 388 291
Profit before income tax expense 21,040 25,856
Income tax expense (5,771) (7,737)
Profit after tax for the period from continuing operations 15,269 18,119
Discontinued operations
Profit after tax for the period from discontinued operations 9 24,595 -
Profit after tax for the period 39,864 18,119
Basic Earnings per share – From continuing and discontinued operations 6 6.66¢ 3.03¢
Diluted Earnings per share – From continuing and discontinued operations 6 6.26¢ 2.87¢
Basic Earnings per share – From continuing operations 6 2.55¢ 3.03¢
Diluted Earnings per share – From continuing operations 6 2.40¢ 2.88¢
Other comprehensive income
Items that may be reclassified to profit or loss
Foreign exchange translation differences 1,275 (1,268)
Cash flow hedges:
Fair value gains arising during the period 9,545 28,480
Reclassification adjustments for amounts recognised in profit and loss (2,834) (34,801)
Tax effect (2,013) 1,896
Total cash flow hedges 4,698 (4,425)
Other comprehensive income for the period, net of tax 5,973 (5,693)
Total comprehensive income for the period 45,837 12,426

Ventia Services Group Pty Limited
Consolidated statement of financial position
As at 30 June 2021
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
(*) The consolidated statement of financial position as at 31 December 2020 has been restated to reflect finalisation of acquisition accounting.
Refer to Note 15 for details.
4
Note
30 June
2021
31 December
2020
$'000 $'000
Assets (restated*)
Current assets
Cash and cash equivalents 459,167 444,271
Trade and other receivables 7 745,425 583,574
Current tax asset 1,662 4,565
Inventories 29,940 30,472
Derivative assets 8 3,534 500
Assets held for sale 9 -87,731
Total current assets 1,239,728 1,151,113
Non-current assets
Trade and other receivables 7 8,451 8,992
Derivative assets 8 902 83
Investments accounted for using the equity method 5,005 10,073
Deferred tax assets 212,984 200,451
Right-of-use assets 123,993 125,493
Property, plant and equipment 167,168 179,978
Intangibles 164,329 203,318
Goodwill 10 1,093,018 1,093,018
Total non-current assets 1,775,850 1,821,406
Total assets 3,015,578 2,972,519
Liabilities
Current liabilities
Trade and other payables 11 885,669 719,998
Derivative liabilities 8 12,399 8,688
Provisions 12 258,517 297,171
Lease liabilities 46,958 49,733
Borrowings 13 -5,746
Current tax liability 21,559 11,966
Liabilities associated with assets held for sale 9 -37,076
Total current liabilities 1,225,102 1,130,378
Non-current liabilities
Trade and other payables 11 31,047 31,997
Provisions 12 280,197 294,375
Derivative liabilities 8 74,023 90,311
Lease liabilities 78,092 83,588
Borrowings 13 1,284,635 1,308,215
Total non-current liabilities 1,747,994 1,808,486
Total liabilities 2,973,096 2,938,864
Net assets 42,482 33,655
Equity
Share capital 2,705 2,591
Reserves (4,394)

(11,738)
Retained earnings 44,171 42,802
Total equity 42,482 33,655

Ventia Services Group Pty Limited
Consolidated statement of changes in equity
For the six months ended 30 June 2021

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

5


Share
capital
$’000
Other
Reserves
$’000
Retained
earnings
$’000
Total
equity
$’000

Balance at 1 January 2020 3,249 4,672 14,768 22,689
Total Comprehensive income
Profit for the period - - 18,119 18,119
Other comprehensive income for the period, net of tax - (5,693) - (5,693)
Total comprehensive income for the period - (5,693) 18,119 12,426
Transactions with owners
Shares bought back (4,084) - - (4,084)
Transfers between share capital and share capital payment
reserve

1,315 (1,315) - -
Transfers between share capital and capital redemption
reserve

2,061 (2,061) - -
Share based payments - (1,154) - (1,154)
Total transactions with owners (708) (4,530) - (5,238)

Balance at 30 June 2020 2,541 (5,551) 32,887 29,877



Balance at 1 January 2021 2,591 (11,738) 42,802 33,655
Total Comprehensive income
Profit for the period - - 39,864 39,864
Other comprehensive income for the period, net of tax - 5,973 - 5,973
Total comprehensive income for the period - 5,973 39,864 45,837
Transactions with owners
Share based payments - 1,485 - 1,485
Transfers between share capital and share capital payment
reserve

114 (114) - -
Dividends paid - - (38,495) (38,495)
Total transactions with owners 114 1,371 (38,495) (37,010)

Balance at 30 June 2021 2,705 (4,394) 44,171 42,482

Ventia Services Group Pty Limited
Consolidated statement of cash flows
For the six months ended 30 June 2021


The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

6

Note
Six months
ended 30 June
2021
$’000
Six months
ended 30 June
2020
$’000


Cash flows from operating activities

Receipts from customers 2,355,679 1,096,361
Payments to suppliers and employees (2,250,921) (1,013,978)
Interest received 388 291
Interest paid on lease liabilities (3,827) (2,041)
Interest paid on bank loans (39,117) (30,366)
Cash generated from operating activities 62,202 50,267
Income tax paid (16,698) (436)
Cash flow from discontinued operations
1
1,150 -
Net cash from operating activities 46,654 49,831

Cash flows provided by/(used in) investing activities
Proceeds from sale of property, plant and equipment 170 120
Acquisition of subsidiary - (465,284)
Cash acquired upon acquisition of subsidiary - 225,218
Proceeds from sale of discontinued operations
1
9 89,367 -
Acquisition of intangibles (498) (6,300)
Acquisition of property, plant and equipment (5,204) (438)
Dividends received from equity accounted investments 7,794 1,918
Net cash provided by/(used in) investing activities 91,629 (244,766)

Cash flows provided by / (used in) financing activities
Capital reductions - (4,084)
Proceeds from borrowings - 478,810
Proceeds from derivatives - 56,100
Repayment of principal portion of lease liabilities (34,582) (17,296)
Repayment of borrowings (50,000) (5,152)
Borrowing costs paid - (37,399)
Dividends paid (38,495) (4,876)
Net cash (used in) / provided by financing activities (123,077) 466,103

Net increase in cash and cash equivalents 15,206 271,168
Cash and cash equivalents at beginning of period 444,271 212,044
Effect of movements in exchange rates on cash and cash equivalents (310) (2,847)
Cash and cash equivalents at period end 459,167 480,365



1
There were no cash flows relating to financing activities for the discontinued operations.

Ventia Services Group Pty Limited
Notes to the consolidated financial statements
For the six months ended 30 June 2021


7
1. Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below.

(a) Statement of compliance

The consolidated interim financial report is a general purpose financial report which has been prepared in accordance with
AASB 134 Interim Financial Reporting and complies with International Financial Reporting Standard IAS 34 Interim Financial
Reporting.

The consolidated interim financial report does not include all the information required for an annual financial report and should
be read in conjunction with the financial report of the Group for the year ended 31 December 2020.

The consolidated financial statements were authorised for issue by the Board of Directors on 20 August 2021.

(b) Basis of preparation

The consolidated interim financial report is presented in Australian dollars and has been prepared on a historical cost basis,
except for derivative financial instruments that have been measured at fair value at the reporting date.

Ventia Services Group Pty Limited is a company domiciled in Australia. The consolidated interim financial report for the six
months ended 30 June 2021 comprises the Company and its controlled entities (the “Consolidated Entity” or “Group”) and the
Consolidated Entity’s interest in associates and joint ventures.

The accounting policies and methods of computation adopted in the preparation of the consolidated interim financial report
are consistent with those adopted and disclosed in the Group’s annual financial report for the financial year ended 31
December 2020, unless stated otherwise. The accounting policies are consistent with Australian Accounting Standards and
with International Financial Reporting Standards.

(c) New and amended accounting standards and interpretations

In the current period, the Group has applied new and revised accounting standards and amendments that are mandatorily
effective for an accounting period that begins on or after 1 January 2021, as follows:

• AASB 2020-8: Amendments to Australian Accounting Standards - Interest Rate Benchmark Reform - Phase 2

This standard does not materially affect the Group’s accounting policies or any of the amounts recognised in the financial
statements.

(d) Implementation of IFRIC agenda decision relating to Software as a Service (SaaS) arrangements

During the period, the Group revised its accounting policy in relation to upfront configuration and customisation costs
incurred in implementing Software-as-a-Service (SaaS) arrangements in response to the IFRIC agenda decision clarifying its
interpretation of how current accounting standards apply to these types of arrangements. The new accounting policy is
presented below. This change in accounting policy had no impact on the financial statements of the Group as to date the
Group has not incurred upfront configuration and customisation costs in implementing Software-as-a-Service (SaaS)
arrangements which have been capitalised.

Software-as-a-Service (SaaS) arrangements

SaaS arrangements are service contracts providing the Group with the right to access the cloud provider’s application software
over the contract period. Costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud provider's
application software, are recognised as operating expenses when the services are received.

Some of these costs incurred are for the development of software code that enhances or modifies, or creates additional
capability to, existing on-premises systems and meets the definition of and recognition criteria for an intangible asset. These
costs are recognised as intangible software assets and amortised over the useful life of the software on a straight-line basis.
The useful lives of these assets are reviewed at least at the end of each financial year, and any change accounted for
prospectively as a change in an accounting estimate.

Ventia Services Group Pty Limited
Notes to the consolidated financial statements
For the six months ended 30 June 2021


8
2. Revenue



Six months
ended 30
June 2021

Six months
ended 30
June 2020


$’000

$’000





Services revenue

2,309,129

1,021,155
Net gains on sale of property, plant and equipment

422

121





Revenue

2,309,551

1,021,276


3. Expenses



Six months
ended 30
June 2021

Six months
ended 30
June 2020


$’000

$’000





Labour

874,116

298,168
Subcontractors

936,210

512,463
Materials

181,382

67,926
Professional fees

26,297

7,697
IT costs

69,186

18,938
Foreign exchange losses / (gains)

(2)

661
Other expenses

62,073

15,308





Total expenses excluding interest, tax, depreciation and amortisation

2,149,262

921,161


4. Finance costs



Six months
ended 30
June 2021

Six months
ended 30
June 2020


$’000

$’000





Interest paid on bank loans

39,118

30,367
Amortisation of borrowing costs

3,805

4,399
Bank guarantee and bank charges

5,696

3,673
Lease liabilities interest costs

3,827

2,041










Total finance costs

52,446

40,480

Ventia Services Group Pty Limited
Notes to the consolidated financial statements
For the six months ended 30 June 2021


9
5. Segment information

(a) Description of segments

Operating segments have been identified based on separate financial information that is regularly reviewed by the Group Chief
Executive Officer, who is also the chief operating decision maker (CODM). The Group operates in the following operating
segments which are equivalent to its reportable segments under AASB 8 Segment Reporting:

• Defence and Social Infrastructure (Defence and SI)
• Infrastructure Services
• Telecommunications (Telco)
• Transport

The Group acquired BRS Holdco Pty Limited on 30 June 2020 and as a result re-organised its operations on 1 July 2020.
Accordingly, the operating segments for the six months to 30 June 2020 reflect this reorganisation.

The performance of each segment forms the primary basis of all management reporting to the CODM.

(b) Accounting policies and inter-segment transactions

Segment revenues and expenses are those that are directly attributable to a segment and the relevant portion that can be
allocated to the segment on a reasonable basis. The types of activities from which segments derive revenue are described in
Note (1) Significant Accounting Policies - Revenue in the financial report for the year ended 31 December 2020. The Group's
share of revenue from equity accounted joint ventures is included in revenue reported for each segment. Segment revenues
exclude transactions between segments incurred in the ordinary course of business. These transactions are priced on an arms'
length basis and are eliminated on consolidation. The accounting policies used in the Group in reporting segments internally
are the same as those contained in these financial statements and are consistent with those of the prior period.

Performance is measured on the segment result which is Underlying EBITA (earnings before interest, taxation and amortisation
of acquired intangibles* and before acquisition, integration and other restructuring costs). The segment result includes the
allocation of overhead that can be directly attributable to an individual business segment. The following items are not allocated
to segments as they are not considered part of the core operations of any segment.

• Corporate costs
• Acquisition and integration costs
• Other restructuring costs
• Amortisation of acquired intangibles*
• Interest
• Taxation

* This represents the intangible assets acquired as part of acquisition of BRS Holdco Pty Ltd (refer to note 15).

(c) Operating segments

Six months to
30 June 2021
Defence
and SI
Infrastructure
Services
Telco Transport Total
$’000 $’000 $’000 $’000 $’000
Segment revenue 951,875 590,635 490,598 290,939 2,324,047
Segment result 54,067 36,639 62,440 14,691 167,837

Six months to
30 June 2020
Defence
and SI
Infrastructure
Services
Telco Transport Total
$’000 $’000 $’000 $’000 $’000
Segment revenue 115,057 180,710 600,272 142,057 1,038,096
Segment result 2,015 12,048 69,437 4,241 87,741

Ventia Services Group Pty Limited
Notes to the consolidated financial statements
For the six months ended 30 June 2021


10


(d) Reconciliation of segment revenue to revenue per the statement of profit or loss


Six months to
30 June 2021

Six months to
30 June 2020


$’000 $’000



Segment revenue

2,324,047 1,038,096
Add: Other income

422 121
Less: Share of revenue of equity accounted associates and joint ventures

(14,918) (16,941)



Revenue per statement of profit or loss

2,309,551 1,021,276

(e) Reconciliation of segment result to profit after income tax per the profit and loss statement


Six months to
30 June 2021

Six months to
30 June 2020
$’000 $’000

Segment result 167,837 87,741
Corporate Costs including amortisation of software and other intangible assets (41,504) (8,370)
Underlying EBITA from continuing operations 126,333 79,371
Acquisition and integration costs (36,847) (10,308)
Other restructuring costs (5,605) (3,018)
EBITA from continuing operations 83,881 66,045
Amortisation of acquired intangibles (10,783) -
EBIT from continuing operations 73,098 66,045
Net financing costs (52,058) (40,189)
Profit before taxation 21,040 25,856
Income tax
(5,771)
(7,737)
Profit after tax for the period 15,269 18,119
Profit after taxation from discontinued operations 24,595 -
Net profit after tax for the period 39,864 18,119


6. Earnings per share



Six months
ended 30
June 2021

Six months
ended 30
June 2020





Basic earnings per share from continuing operations (cents)

2.55

3.03





Diluted earnings per share from continuing operations (cents)

2.40

2.87





Profit/(loss) from continuing operations attributable to shareholders of the parent entity used in
the calculation of basic and diluted earnings per share ($m)

15.269

18.119





Profit/(loss) from continuing and discontinued operations attributable to shareholders of the
parent entity used in the calculation of basic and diluted earnings per share ($m)

39.864

18.119





Weighted average number of shares used as the denominator in calculating basic and
diluted earnings per share for continued and discontinued operations




Weighted average number of ordinary shares used as the denominator in calculating basic
earnings per share

598,368,046

598,368,046
Weighted average effect of options on issue

38,374,058

32,552,420





Weighted average number of ordinary shares and potential ordinary shares used as the
denominator in calculating diluted earnings per share

636,742,104

630,920,466

Ventia Services Group Pty Limited
Notes to the consolidated financial statements
For the six months ended 30 June 2021


11
7. Current and non-current assets - Trade and other receivables



30 June
2021

31 December
2020


$'000


$'000
(*) restated
Current assets - Trade and other receivables









Trade receivables, net of impairment allowances

299,927

214,237
Contract work in progress

387,531

313,944
Other receivables

6,211

7,784
Prepayments

36,511

18,415
Amounts receivable from related parties

15,245

29,194





Total current trade and other receivables

745,425

583,574





Non-current assets - Trade and other receivables









Amounts receivable from related parties

8,451

8,992





Total non-current trade and other receivables

8,451

8,992





Current

745,425

583,574
Non-current

8,451

8,992





Total

753,876

592,566


8. Derivative asset / liability



30 June
2021

31 December
2020


$'000

$'000
Current assets




Cross currency interest rate swaps

3,534

500
Non-current assets




Cross currency interest rate swaps

902

83
Total derivative assets

4,436

583





Current liabilities




Cross currency interest rate swaps

12,399

8,688
Non-current liabilities




Cross currency interest rate swaps

74,023

90,311
Total derivative liabilities

86,422

98,999





Total net derivative (liabilities) / assets

(81,986)

(98,416)

The Group has borrowings denominated in US dollars. The risk management strategy in terms of foreign currency exposure is
to hedge 100% of exposure such that the changes in borrowings are matched by the changes in derivatives. The impact of
hedge accounting on group’s financial statements is summarised above.

The hedging instruments that are used are cross currency and interest rate swaps. The Group performs a quantitative
assessment of effectiveness in line with AASB 9 Financial Instruments paragraph B6.4.14 as the critical terms (such as the
nominal amount, maturity and underlying amounts) of the cross currency and interest rate swaps match or are closely aligned
with the borrowings. Hence an economic relationship exists between the hedging instrument and the hedged item. The source
of hedge ineffectiveness is the mismatch in the nominal amount or maturity between the borrowings and the cross currency and
interest rate swaps.

The Directors consider that the carrying amounts of derivative assets and liabilities recognised in the consolidated financial
statements approximate their fair values. Hedging instruments are categorised within Level 2 of the fair value hierarchy.


(*) The consolidated statement of financial position as at 31 December 2020 has been restated to reflect finalisation of acquisition accounting.
Refer to Note 15 for details.

Ventia Services Group Pty Limited
Notes to the consolidated financial statements
For the six months ended 30 June 2021


12
9. Discontinued Operations

APP Corporation Pty Ltd (‘APP’) delivers professional services to the property and infrastructure sectors and was a wholly-
owned subsidiary of BRS Holdco Pty Ltd which was acquired on 30 June 2020. On 1 July 2020, the Group announced its
intention to sell APP and its subsidiaries, and actively started to market the business for sale. Therefore, APP was considered
to be a subsidiary acquired exclusively with a view to resale and was classified as an asset held for sale at 31 December 2020.

On 3 March 2021, Broadspectrum (Holdings) Pty Ltd (a controlled entity of Ventia Services Group Pty Limited), signed an
agreement with a third party to sell the entire share capital of APP. Completion of the transaction took place on 19 March 2021.
The disposal group comprised the following assets and liabilities:



30 June
2021

31 December
2020


$'000

$'000





Trade and other receivables

-

12,798
Property, plant and equipment

-

1,008
Right-of-use assets

-

7,748
Intangible assets

-

7,678
Goodwill

-

50,834
Deferred tax assets

-

7,317
Other non-current assets

-

348
Assets held for sale

-

87,731





Trade and other payables

-

21,641
Provisions

-

8,283
Lease liabilities

-

7,152
Liabilities associated with assets held for sale

-

37,076

The results of APP for the period up to the date of disposal were as follows:


Period ended
19 March 2021
$’000

Revenue 18,177
Expenses (15,830)
Profit before income tax expense 2,347
Income tax expense (710)

Profit after tax 1,637

The net assets of APP at the date of disposal were as follows:

19 March 2021
$'000

Cash consideration received 89,367
Deferred consideration 2,855
Total consideration 92,222

Net assets disposed of excluding goodwill 12,327
Attributable goodwill 50,834
Total assets disposed off 63,161

Gain on disposal before income tax 29,061

Gain on disposal after tax 22,958
Profit after tax from discontinued operations 1,637
Total profit after tax attributable to discontinued operations 24,595

Ventia Services Group Pty Limited
Notes to the consolidated financial statements
For the six months ended 30 June 2021
13
10.Non-current assets – Goodwill
30 June
2021

31 December
2020
$'000 $'000
(*) restated
Balance at the beginning of the period 1,093,018 842,420
Recognised on acquisition of subsidiary -301,432
Reclassified to assets held for sale -(50,834)
Balance at the end of the period 1,093,018 1,093,018
Goodwill has been allocated to groups of Cash Generating Units (CGU) represented by the Group’s operating segments for the
purpose of impairment testing.
11.Current and non-current liabilities – Trade and other payables
30 June
2021

31 December
2020
$'000 $'000
(*) restated
Current liabilities - Trade and other payables
Trade payables 253,333 152,679
Accruals 415,081 294,742
Deferred revenue 146,712 201,468
Other creditors 68,579 68,223
Amounts payable to related parties 1,964 2,886
Total current trade and other payables 885,669 719,998
Non-current liabilities - Trade and other payables
Deferred revenue 31,047 31,997
Total non-current trade and other payables 31,047 31,997
Current 885,669 719,998
Non-current 31,047 31,997
Total 886,716 751,995
12.Current and non-current liabilities – Provisions
During the current six months ended 30 June 2021, the current provisions have decreased by $38,654,000 and non-current
provisions have decreased by $14,178,000, i.e., total reduction of $52,832,000. These movements have been predominantly
driven by a net decrease in employee benefits provisions of $22,104,000 and other provisions used during the period of
$28,501,000. The rest of the movement in the provisions was due to reversal of unused provisions, reclassification of
provisions and the movement in the exchange rate.
(*) The consolidated statement of financial position as at 31 December 2020 has been restated to reflect finalisation of acquisition accounting.
Refer to Note 15 for details.

Ventia Services Group Pty Limited
Notes to the consolidated financial statements
For the six months ended 30 June 2021


14


13. Current and non-current liabilities – Borrowings



30 June
2021

31 December
2020


$'000

$'000





Borrowings

1,315,074

1,355,813
Capitalised borrowing costs

(30,439)

(41,852)





Total

1,284,635

1,313,961





Current

-

5,746
Non-current

1,284,635

1,308,215





Total

1,284,635

1,313,961


14. Contingent liabilities

Bank guarantees, insurance bonds and letters of credit

Indemnities given by third parties on behalf of the Group in the ordinary course of business are as follows:



30 June
2021

31 December
2020


$'000

$'000





Insurance, performance and payment bonds

344,577

323,437
Letters of credit

3,256

3,285





Total

347,834

326,722


Legal claims arise in the ordinary course of business. The Directors consider that appropriate provisions have been raised to
reflect expected settlement amounts and finalisation of open matters and therefore no contingent liabilities for legal settlements
have been noted.


15. Significant changes in the state of affairs

Acquisition of BRS Holdco Pty Ltd and its controlled entities

On 30 June 2020, Ventia Holdings I Pty Limited (a controlled entity of Ventia Services Group Pty Limited) acquired the entire
share capital of Ferrovial Services Australia Pty Ltd from Ferrovial S.A. (a Spanish public limited liability company). The
acquisition price was $460,035,988. Ferrovial Services Australia Pty Ltd is the parent entity of Broadspectrum Pty Ltd
(“Broadspectrum”). Broadspectrum delivers operations, maintenance, asset management and project management services in
Australia and New Zealand.

On 8 July 2020, Ferrovial Services Australia Pty Ltd changed its name to Ventia Investment Holdings Pty Ltd. Subsequently on
27 October 2020, Ventia Investment Holdings Pty Ltd changed its name to BRS Holdco Pty Ltd.

Assets acquired and liabilities assumed

Details of the purchase consideration and net assets acquired are summarised as follows:



Provisional
Fair value
Final
Fair value
Purchase consideration

$'000

$'000
Cash consideration transferred

460,036

460,036
Net assets acquired at fair value

185,244

158,604
Goodwill

274,792

301,432

Ventia Services Group Pty Limited
Notes to the consolidated financial statements
For the six months ended 30 June 2021


15
The acquisition accounting was performed on a provisional basis at 31 December 2020 with the key values for final
determination relating to tax adjustments following completion of the Allocable Cost Amount (ACA) calculations and
provisions. At 30 June 2021, the acquisition accounting has now been finalised. The provisional and final fair value of assets
and liabilities recognised as a result of the acquisition are noted below.

In accordance with AASB 3 Business Combinations (AASB 3), the provisional fair values of assets and liabilities acquired are
retrospectively adjusted to reflect information obtained during the measurement period that existed at acquisition date.
Therefore, the Statement of Financial Position as at 31 December 2020 has been revised. There are no changes to the
Statement of Profit or Loss and Other Comprehensive Income of the Statement of Cash Flows from the amounts noted for the
2020 financial year.



Provisional
Fair value
Final
Fair value


$’000 $’000



Cash and cash equivalents

225,218 225,218
Trade and other receivables

414,257 406,712
Current tax asset

7 -
Inventories

21,352 21,352
Total current assets

660,834 653,282



Trade and other receivables

10,265 -
Investments accounted for using equity method

2,171 2,171
Deferred tax assets

263,918 203,954
Right-of-use assets

84,503 84,503
Property, plant and equipment

169,033 159,033
Intangibles

163,771 159,871
Total non-current assets

693,661 609,532
Total assets

1,354,495 1,262,814



Trade and other payables

517,515 527,320
Provisions

207,651 233,497
Lease liabilities

28,263 28,263
Total current liabilities

753,429 789,080

Trade and other payables

- 38,827
Provisions

291,956 216,178
Deferred tax liabilities

53,741 -
Lease liabilities

56,527 60,125
Other liabilities

13,598 -
Total non-current liabilities

415,822 315,130
Total liabilities

1,169,251 1,104,210



Total identifiable net assets acquired

185,244 158,604


The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of
acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the
favourable terms of the lease relative to market terms. The identifiable net assets included assets of APP Corporation Pty Ltd
which were classified as discontinued operation and has now been sold as noted in note 9.

16. Events after the reporting period


No other matter or circumstance has occurred subsequent to the reporting date that has significantly affected, or may
significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent
financial periods.

Ventia Services Group Pty Limited
Directors’ declaration
For the six months ended 30 June 2021
16
The Directors of Ventia Services Group Pty Limited (“the Group”) declare that:
(a)the consolidated interim financial statements and notes that are set out on pages 3 to 15 are in accordance with AASB 134
Interim Financial Reporting, including giving a true and fair view of the Company's and the Group’s financial position as at
30 June 2021 and of their performance for the six-month period ended on that date; and
(b)in the Directors’ opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as and when
they become due and payable.
Signed in accordance with a resolution of the board of Directors.
___________________________
David Kenneth Hunter Moffatt
Director
20 August 2021
Sydney

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
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia

Phone: +61 2 9322 7000
www.deloitte.com.au


Independent Auditor’s Review Report to the Members of
Ventia Services Group Pty Limited
We have reviewed the accompanying half-year financial report of Ventia Services Group Pty Limited (the
“Company”) and its subsidiaries (the “Group”), which comprises the condensed consolidated statement of
financial position as at 30 June 2021, and the condensed consolidated statement of profit or loss and other
comprehensive income, the condensed consolidated statement of cash flows and the condensed consolidated
statement of changes in equity for the half-year ended on that date, notes comprising a summary of significant
accounting policies and other explanatory information, and the directors’ declaration. The consolidated entity
comprises the Company and the entities it controlled at the end of the half year or from time to time during the
half year.
Directors’ Responsibilities for the Half-Year Financial Report
The directors of the Company are responsible for the preparation of the half-year financial report and have
determined that the basis of accounting described in Note 1 is appropriate to meet the financial reporting
requirements of Accounting Standard AASB 134 Interim Financial Reporting (“AASB 134”) and is appropriate to
meet the needs of the Members. The directors’ responsibility also includes such internal control as the directors
determine is necessary for the preparation of the half-year financial report that is free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibility for the Review of the Half-Year Financial Report
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted
our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report
Performed by the Independent Auditor of the Entity (“ASRE 2410”), in order to state whether, on the basis of the
procedures described, anything has come to our attention that causes us to believe that the half-year financial
report is not prepared, in all material respects, in accordance with AASB 134. As the auditor of Ventia Services
Group Pty Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the
annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A review is substantially less in
scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not
enable us to obtain assurance that we would become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the
half-year financial report of Ventia Services Group Pty Limited is not prepared, in all material respects, in
accordance with AASB 134.

DELOITTE TOUCHE TOHMATSU

H Fortescue
Partner
Chartered Accountants
Sydney, 20 August 2021