Half Yearly Report and Accounts

Half Year Results12 February 2025DOWIndustrials

ACKNOWLEDGEMENT OF COUNTRY

Downer acknowledges Aboriginal and
Torres Strait Islander peoples as the First
Australians and the Traditional Custodians
across Australia. We would like to
acknowledge and pay our respects to
the Elders of the past, present and future
in maintaining the culture, Country and
their spiritual connection to the land.

WHAKATAUKĪ

Ko te whānau, ko te manaaki, ko te
kairangatira, ko te ngākau pono ngā
tikanga tuku iho hei korowai mo tatou.
Ko te Kauri i whakawhiwhi haumaru, ko
te Rimu i whakawhiwhi taonga, ko te
Tōtara i whakawhiwhi whanaungatanga,
ko te Kahikatea i whakawhiwhi
whakaaro matakite.
Ngā pou e wha i aumangea ai te
whakatauki ‘Mā te whanaungatanga
ka angitū’. Hui e! Taiki e!

We are held together by our closely held values of family and relationships,
care and respect, excellence and integrity.
The Kauri connects us to Safety and Sustainability, the Rimu connects us to Delivery,
the Tōtara connects us to Relationships and the Kahikatea connects us
to Thought Leadership. These are our four Pillars upon which we build
‘Relationships creating success’. United and ready to move forward.

Important notice and disclaimer

The information in this report has been prepared by Downer EDI Limited ABN 97 003 872 848 (Downer or the Company).

This report may contain statements that are, or may be deemed to be, forward-looking statements. Such statements can generally be identified by the use of words such as
“likely”, “looking-forward”, “expect”, “predict”, “will”, “may”, “intend”, “seek”, “would”, “continue”, “plan”, “objective”, “estimate”, “potential”, “anticipate”, “believe”, “risk”, “aim”,
“forecast”, “assumption”, “projection”, “forecast”, “target”, “goal”, “outlook”, “guidance” and similar expressions. Indications of plans, strategies, management and company
objectives, potential transactions, sales and financial performance are also forward-looking statements. Such statements are not guarantees of future performance, and involve
known and unknown risks, uncertainties, assumptions, contingencies and other factors, many of which are outside the control of the Company. No representation is made or will
be made that any forward-looking statements will be achieved or will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements.
Factors that could cause actual results or performance to differ materially include without limitation the following: volatility in customer demand for services, weather-related
challenges and impacts and uncertainty in general economic conditions. The Company assumes no obligation to update such statements, subject to disclosure obligations under
the applicable law and ASX listing rules. Past performance information in this report is given for illustrative purposes only and should not be relied upon as (and is not) an
indication of future performance. Forward-looking statements and statements regarding other information contained in this report may also be made – verbally and in writing – by
members of the Company’s management in connection with this report. Such statements are also subject to the same limitations, uncertainties and assumptions which are set
out in this report.

This report contains certain climate-related statements which are subject to uncertainties, limitations, risks and assumption associated with climate-related information and the
ever-changing environment we operate in. The information in this report should be read in conjunction with the qualifications and guidance included in this report as well as our
2024 Sustainability Report available at www.downergroup.com.

The information contained in this report may include information derived from publicly available sources that have not been independently verified. Certain financial data included
in this report is ‘non-IFRS financial information’. The Company believes that this non-IFRS financial information provides useful insight in measuring the financial performance
and condition of Downer. Readers are cautioned not to place undue reliance on any non-IFRS financial information included in this report. These measures have not been
subject to audit or review.

1

Directors’ Report 2

Auditor’s Signed Reports
Auditor’s Independent Declaration 16
Independent Auditor’s Review Report 17

Financial Statements
Condensed Consolidated Statement of Profit or Loss and other Comprehensive Income 19
Condensed Consolidated Statement of Financial Position 20
Condensed Consolidated Statement of Changes in Equity 21
Condensed Consolidated Statement of Cash Flows 22

Notes to the condensed consolidated financial statements

Directors’ Declaration 42
About this
Report

23 – 24
Business
performance

25 – 30

B1
Segment
information

B2
Revenue

B3
Employee benefits
expense

B4
Individually
significant items

B5
Earnings per share

B6
Subsequent events

Capital structure and
financing

31 – 36

C1
Borrowings

C2
Financing facilities

C3
Issued capital and
non-controlling
interest

C4
Reserves

C5
Dividends

C6
Other financial
assets and liabilities

Other
disclosures

37 – 41

D1
Trade receivables
and contract assets

D2
Trade payables and
contract liabilities

D3
Intangible assets

D4
Interest in joint
ventures and
associate entities

D5
Disposal of
businesses

D6
Assets and liabilities
held for sale

D7
Contingent liabilities

2

For the Half Year ended 31 December 2024

The Directors of Downer EDI Limited (Downer) submit the condensed consolidated financial report of the Company for the
half-year ended 31 December 2024 (Half Year, 1H25).

In accordance with the provisions of the Corporations Act 2001 (Cth), the Directors’ Report is set out below.

Directors

The names of the Directors of the Company during, or since the end of the Half Year are:

Mark John Menhinnitt (Chair, Independent Non-executive Director)
Peter John Tompkins (Managing Director and Chief Executive Officer)
Sheridan Adelene Broadbent (Independent Non-executive Director)
Teresa Gayle Handicott (Independent Non-executive Director)
Nicole Maree Hollows (Independent Non-executive Director) – retired on 15 November 2024
Adelle Maree Howse (Independent Non-executive Director)
Steven John MacDonald (Independent Non-executive Director)
Peter Anthony Barker (Independent Non-executive Director) – appointed on 1 July 2024

Operating and Financial Review

Principal activities

Downer EDI Limited (Downer) is a leading provider of integrated services across Australia and New Zealand, delivering and
maintaining essential infrastructure that enable communities to thrive.

The demand for our services is shaped by investment in the energy transition, defence capability, government services and
infrastructure expansion necessary to support population growth and local industry revitalisation.

The sectors where we operate include roads, rail, ports and airports, power, gas, water, telecommunications, energy networks,
health, education, defence, and other government sectors.

Downer is one of Australia’s and New Zealand’s largest private sector employers, with more than 26,000 dedicated people, who
are united by our high-performance culture, known as ‘The Downer Difference’.

Zero Harm

Downer is steadfastly committed to Zero Harm, prioritising the protection of our people, communities, and the environment.
Safety and preventing serious and fatal incidents remain our top priority.
Downer operates in some sectors that involve high-risk activities, and we are committed to continually improving our systems
and processes, with a strong focus on critical control effectiveness. To support this, we implemented a Group-wide safety reset
in 2024, with a commitment from operational leaders to take targeted action and introduce programs tailored to the specific
needs of their work types. We recognise that improving safety performance requires a comprehensive approach combining
active leadership, accountability, discipline, a positive safety-focused workplace culture, and effective risk controls.
At 31 December 2024, Downer’s Lost Time Injury Frequency Rate (LTIFR) decreased to 0.85 from 0.96 per million hours
worked
1
and our Total Recordable Injury Frequency Rate (TRIFR) decreased to 2.24 from 2.77 per million hours worked
1
,
compared to 31 December 2023. There has been a significant focus on critical risk controls, strengthening of our safety culture,
worker engagement and subcontractor oversight.
Downer’s LTIFR outperforms industry benchmarks published by SafeWork Australia
2
across all sectors in which we operate.

3
Group safety performance (12-month rolling frequency rates)

1. Lost time injuries (LTI) are defined as injuries that cause the injured person (employee or contractor) to be unfit to perform any work duties for one whole day or shift, or more, after the
shift on which the injury occurred, and any injury that results, directly or indirectly, in the death of the person. The LTIFR is the number of LTI per million hours worked. Total Recordable
Injuries (TRI) are the number of LTI plus medically treated injuries (MTI) for employees and contractors. TRIFR is the number of TRI per million hours worked. LTIFR and TRIFR have
been calculated on a 12-month rolling period.
2. 2023 Safe Work Australia Industry Benchmarks.

Sustainability

Downer’s Purpose is ‘Enabling communities to thrive’, which articulates the positive impact that Downer’s services have on
millions of people each day. Our purpose underscores the importance of sustainable operations for our people, partners,
shareholders, customers, and the communities where we operate. We are conscious of the impact our activities have on
individuals, communities and the environment.
Safety and Sustainability are foundational pillars of our strategy. To Downer, sustainability means working to reduce our impact
on the environment; as well as prioritising the safety of our people, building trusted relationships and having a diverse and
inclusive workforce. This, combined with our financial performance, contributes to the creation of shareholder value.
We are strategically positioned to leverage our market presence, capabilities and sustainability commitment to collaborate with
our customers to meet their needs in the energy transition. Further details on our sustainability-related performance can be
found in our 2024 Sustainability Report.
Downer EDI Limited is a climate reporting entity for the purposes of the Financial Markets Conduct Act 2013 (NZ). Our 2024
Sustainability Report contains Downer EDI Limited’s first climate-related disclosures that comply with the External Reporting
Board Aotearoa New Zealand (XRB) Climate Standards 1, 2 and 3 (NZ CS) for that period. These disclosures inform
stakeholders about Downer’s governance of climate-related risks and opportunities, scenario analysis and our climate related
plans including metrics and targets.
Our sustainability commitments are outlined in policies available at www.downergroup.com.

4
Group financial performance

Downer’s financial result for the six months to 31 December 2024, demonstrates the success of our transformation program,
which exceeded cost reduction targets and enhanced margin performance across our businesses.

Group financials Statutory Underlying
3
(excl. ISI) Pro forma
4
(excl. divestments)
($m)
1H25 1H24 Change 1H25 1H24 Change 1H25 1H24 Change
Total Revenue
1
5,221.2 5,583.2 (6.5%) 5,505.7 6,025.9 (8.6%) 5,486.7 5,785.3 (5.2%)
EBIT 133.4 127.6 4.5% 194.1 138.9 39.7% 194.2 137.5 41.2%
EBITA
2
150.1 139.2 7.8% 204.3 150.5 35.7% 204.4 149.1 37.1%
EBITA
2
% 2.9% 2.5% 0.4pp 3.7% 2.5% 1.2pp 3.7% 2.6% 1.1pp
NPATA
2
87.2 80.2 8.7% 127.2 76.1 67.1% 127.3 74.9 70.0%
NPAT
75.5 72.1 4.7 % 120.1 68.0 76.6% 120.2 66.8 79.9%

1. Total revenue includes revenue and other income. Total revenue for underlying and pro forma is a non-statutory disclosure and also includes notional revenue from joint ventures and
other alliances not proportionately consolidated.
2. Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense.
3. The underlying result is a non-IFRS measure that is used by management to assess the performance of the business and includes the contribution of divested businesses. Non-IFRS
measures have not been subject to audit or review.
4. Pro forma reflects the statutory results adjusted for individually significant items (ISI) and excludes the revenue and EBITA contribution relating to completed divestments to provide a like
for like comparison between reporting periods. The pro forma result is a non-IFRS measure that is used by Management to assess the performance of the business. Non-IFRS measures
have not been subject to audit or review.

Improvement delivered across key financial metrics

■
Statutory NPAT grew 4.7% to $75.5 million, impacted by individually significant items (ISI) including divestments,
restructuring charges and impairments
■
Pro forma EBITA margin increased to 3.7% compared to 2.6% in 1H24
■
Pro forma EBITA of $204.4 million grew by 37.1%
■
Revenue impacted by divestments, reduced transport agency spend in Australia, softer discretionary infrastructure spend in
New Zealand and risk guardrail reset
■
Growth in earnings was matched with normalised cash conversion of 94.2%, an improvement of 650bp on 1H24
■
Achieved cumulative annualised gross cost out of $180 million since transformation program initiated in February 2023,
exceeding the $175 million target, and on track to realise $200 million by the end of FY25
■
Strengthened balance sheet with net debt to EBITDA of 1.3x, down from 1.4x at 30 June 2024
■
Interim dividend of 10.8 cents per share increased by 80% compared to 1H24, representing a payout ratio of 60% and 75%
franked versus unfranked in 1H24 and 50% franked in 2H24. The portion of the unfranked dividend amount that will be paid
out of Conduit Foreign Income (CFI) is 100%.
1

1. This is relevant only for non-resident shareholders. The effect is that the portion of the unfranked dividend paid out of CFI is not subject to Australian dividend withholding tax.

Revenue

In line with Downer’s business transformation program, we have strategically prioritised the quality of revenue and tightened
tendering risk guardrails to align the business with its core competencies aiming to achieve sustainable and acceptable risk
return outcomes.

On a statutory basis, which includes the impact of divestments made during the period, total revenue at $5.2 billion decreased
6.5% in 1H25. Pro forma revenue of $5.5 billion, adjusted for divestments and including revenue from joint ventures and
associates, decreased by 5.2% predominantly driven by:

■
Transport: the impact of softer volumes in the Australian Roads Services business due to continued reduced transport
agency spend, the repositioning of Hawkins’ risk appetite which has reduced its revenue contribution, the Yarra Trams

5
contract completion in November 2024 and the Keolis Downer joint venture now classified as an asset held for sale
(effective from 1 October 2024).
■
Energy & Utilities: weaker demand for discretionary programmatic work in New Zealand in telecommunications, water
services and network services businesses, completion of projects and deferral of pipeline in the industrial and power
generation business, and the completion of underperforming and loss-making water contracts.
■
Facilities: weaker demand for consulting services in Downer Professional Services.

Work in hand of $37.4 billion is diversified by industry, approximately 90% government related and comprises approximately
90% services. The work-in-hand reduction of 2.9% was largely due to our focus on quality of revenue, more selective tendering
and the timing of tendering processes, where we have significant activity in 2H25 relating to Defence EMOS, power,
telecommunications, and road maintenance.

The work-in-hand profile reflects the progressive completion of large projects including Queensland Train Manufacturing
Program (QTMP), non-recurring water construction contracts nearing completion, the non-renewal and demobilisation of the
Victoria power maintenance contract, and pending renewals of industrial and energy and Defence EMOS contracts.

Earnings

Positive earnings improvement was achieved across all segments resulting in a 35.7% increase in underlying EBITA to
$204.3 million, or 37.1% on a pro forma basis, and a 67.1% increase in underlying NPATA to $127.2 million.

This was primarily supported by the ongoing Energy & Utilities business turnaround, a significant uplift in Transport earnings,
and a strong performance in the Facilities business, together with the continuing benefits of the cost out program and the
completion and renegotiation of underperforming contracts.

■
Energy & Utilities: driven by strong telecommunications business performance in Australia, the further remediation of the
underperforming power maintenance and water services contracts, and completion of key power transmission projects in
South Australia and Queensland, and the ongoing integration of the merged Utilities and Industrial & Energy businesses
providing further overhead efficiencies and a back to basics focus on disciplined cost management.
■
Transport: favourably impacted by the continued turnaround in the New Zealand Road Services and Projects businesses as
well as increased contribution from Rail & Transit Systems (primarily QTMP delivery phase and finalisation of HCMT
delivery) driving higher volumes.
■
Facilities: ongoing strong performance across Government & IFM, Health & Education and Base & Estate Management
businesses as well as overhead efficiency programs.
■
Corporate: ongoing reductions in overheads following a role reset of Corporate and cost reductions in technology and
shared services support.

Cash flows

Normalised cash conversion, adjusting for ISI payments of $43.8 million associated with FY24 and 1H25, equates to 94.2% or
an uplift of 6.5 percentage points on 1H24. The strategic focus on project and contract performance management with an
uplifted focus on cash collection has supported an improvement in cash conversion. Operating cash flow of $220.1 million
represents a substantial improvement on the prior corresponding period, with an underlying cash conversion (operating cash
flow excluding interest and tax over underlying EBITDA) of 81.9%.

Total investing cash flows, adjusted for proceeds from divestments, reduced by 52.9% to $32.8 million driven by ongoing capital
discipline. As a result, free cash flow increased from $19.9 million to $112.5 million and net debt to EBITDA reduced to 1.3x, an
improvement from 1.4x at 30 June 2024. Net finance costs decreased by $7.0 million, or 14.8% on prior comparative period, to
$40.4 million which was impacted by a lower average cost of debt and the reduction in net debt balances driven by operating
cashflows and prudent capital management.

Tax

The underlying effective tax rate of 21.9% is lower than the statutory corporate tax rate of 30% mainly due to the impact of non-
taxable distributions and franked dividends from joint ventures, primarily from Keolis Downer, and lower tax rates in overseas
jurisdictions such as New Zealand.

6
Underlying EBITA and reconciliation to Statutory NPAT

($m) Reporting segment 1H25 1H24 Change
Transport

Transport 128.8 100.8 27.8%
Energy & Utilities
2
Energy & Utilities 52.6
38.7 35.9%
Facilities
2
Facilities 72.2
65.8 9.7%
Corporate Unallocated (49.3)
(54.8) 10.0%
Group underlying
1
EBITA
3

204.3 150.5 35.7%
Underlying amortisation of acquired intangibles (pre-tax) (10.2 ) (11.6)
12.1%
Underlying EBIT

194.1 138.9 39.7%
Net interest expense (40.4) (47.4) 14.8%
Tax expense (33.6) (23.5) (43.0)%
Underlying NPAT

120.1 68.0 76.6%
Underlying amortisation of acquired intangibles (post tax) 7.1 8.1 (12.3)%
Underlying NPATA
3

127.2 76.1 67.1%
Total individually significant items
4

(54.2) (11.3)
>(100%)
Tax effect on individually significant items 14.2 15.4 7.8%
Statutory NPATA
3

87.2 80.2 8.7%
Statutory amortisation of acquired intangibles (post tax)
4

(11.7) (8.1) 44.4%
Statutory NPAT

75.5 72.1 4.7%

1. The underlying result is a non-IFRS measure that is used by management to assess the performance of the business and includes the contribution of divested businesses. Non-IFRS
measures have not been subject to audit or review.
2. 1H24 results for the Facilities and Energy & Utilities (previously Utilities) segments have been restated as a result of the change in operating segments. Refer to Note B1 of the Financial
Report for further detail.
3. Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense.
4. Note B4 of the Financial Report includes $6.5 million of accelerated amortisation of acquired intangible assets within Individually significant items of $60.7 million ($4.6 million post tax).

The merger of our Utilities and Industrial & Energy businesses, including the New Energy business, consolidates our internal
capabilities across the trans-Tasman region to meet the growing customer demand driven by the energy transition. This merger
positions Downer to participate in the pipeline of large-scale transmission projects, battery and storage system installations,
substation builds, and innovative energy solutions for major mining and energy sector operations.
During the period, we reclassified the Industrial & Energy and the New Energy businesses from the Facilities segment into the
Energy & Utilities (previously Utilities) segment to reflect the merged operations. As a result, the 1H24 results for the Facilities
and Energy & Utilities segments have been restated. Refer to Note B1 in the Financial Report for further detail.

7
Statutory earnings

Reconciliation of the 1H25 underlying result to the statutory result

($m)
EBIT EBITA
Net
finance
costs

Tax
expense NPATA
Amortisation
of acquired
intangibles
(post-tax) NPAT
Pro forma result
194.2 204.4 (40.4) (36.7) 127.3 (7.1) 120.2
Net divestment contribution (0.1) (0.1) - - (0.1) - (0.1)
Underlying result 194.1 204.3 (40.4) (36.7) 127.2 (7.1) 120.1
Net loss on divestments and exit costs
(23.6) (19.8)
–
3.9 (15.9)
(2.7)
(18.6)
Transformation and restructure costs (11.5) (11.5) – 3.5 (8.0) – (8.0)
Regulatory reviews and legal matters (7.2) (7.2) – 2.1 (5.1) – (5.1)
Impairment, asset write-downs and other (18.4) (15.7) – 4.7 (11.0) (1.9) (12.9)
Total individually significant items (60.7) (54.2)
1
– 14.2
(40.0)
(4.6) (44.6)
Statutory result 133.4 150.1
(40.4)
(22.5) 87.2 (11.7) 75.5

1. Note B4 includes $6.5 million of accelerated amortisation of acquired intangible assets within Individually significant items of $60.7 million ($4.6 million post tax).

Statutory EBIT of $133.4 million and statutory NPAT of $75.5 million compares to the prior period to $127.6 million and $72.1
million respectively.

Statutory EBITA of $150.1 million for the period, including individually significant items (ISI) of $54.2 million loss before interest
and tax, reflects a 7.8% improvement on $139.2 million in 1H24.
Underlying EBITA of $204.3 million was up 35.7% from $150.5 million.

Divestments during the reporting period

Downer continued to progress against its strategic priority of portfolio simplification and focus on core markets.
During the period, we:
■
Completed the sale of the Catering New Zealand business reported in the Facilities segment
■
Undertook a strategic review and commenced negotiations with Keolis Australia Pty Ltd to divest our 49% interest in Keolis
Downer Pty Ltd (reclassified to an asset held for sale in the Transport segment), with valuation in accordance with
shareholder agreement
■
Entered into an agreement to sell our 29.9% interest in HT HoldCo Pty Ltd, an Australian laundries business (reclassified to
an asset held for sale in Unallocated segment)
■
Continued to progress the divestment of the Australian and New Zealand Cleaning business (reclassified to an asset held
for sale in the Facilities segment) to a preferred party.
Refer to Note D5 and Note D6 of the Financial Report for further detail.

Net loss on divestments and exit costs

During the period, the net loss on divestments and exit costs includes:
■
A net pre-tax loss of $16.5 million recognised in relation to the divestment of the Catering New Zealand business including
the recognition of divestment and exit costs associated with Downer’s ongoing obligations and risks associated with the
divestment. Refer to Note D5 of the Financial Report for further detail.
■
Accelerated amortisation on acquired intangibles from the Spotless acquisition due to disposed contracts.
■
Other exit costs include divestment program related costs.

8
Capital losses on which a deferred tax asset has not been previously recognised have been fully utilised to offset capital gains
arising on divestments during the year.

Transformation and restructure costs

Transformation and restructure costs reflect expenses incurred in relation to Downer’s transformation program. This program
has encompassed a review of the organisational structure, redesign of the operating model (including the creation of a Trans-
Tasman model and the adoption of a support function hub model), development of a new people strategy (including Downer’s
high-performance culture program called The Downer Difference). It also includes capability uplift initiatives in project delivery
and people management, and a review of the IT strategy focusing on technology simplification and modernisation. Additionally,
Downer launched an optimisation program to drive significant reductions in overhead costs and a cultural shift towards process
and continuous improvement.
The material elements of the costs associated with the transformation and restructure are as follows:
■
Redundancy and severance costs associated with ongoing review of the Group operating model, and
■
Transformation program implementation costs including external advisor costs.
Regulatory reviews and legal matters

Regulatory review and legal matters costs were incurred in connection to Downer’s defence against actions filed against the
Company, including shareholder class actions filed in early 2023 and the action filed by the Australian Competition and
Consumer Commission (ACCC) in December 2024. These costs also relate to regulatory reviews, undertaking business
conduct review and investigations, and provisioning for a historical New Zealand building warranty claim in 2001.
The shareholder class actions and ACCC claims have been disclosed as a contingent liability in Note D7 of the Financial
Report.
Impairment, asset write-downs and other

Impairment, asset write-downs and other relate to:
■
Accelerated amortisation and write-downs in relation to IT assets and discontinuation of IT development programs, where
the ongoing usage has been reviewed as part of the technology simplification and optimise program and aligned with the
Group’s new operating model.
■
Accelerated amortisation on acquired intangibles from the Spotless acquisition from exited contracts.
■
Office space and vehicles leases being surplus to requirements and terminated because of business transformation.
■
Clean up costs associated with asbestos related site rectification at a key Transport site.

9
Expenses

The transformation program, including operating model changes and various cost reduction initiatives, has achieved
$180 million in cumulative annualised gross cost out (since the program was initiated in February 2023) with $50 million
achieved in 1H25. This exceeds the $175 million target, and Downer is now on-track to achieve $200 million cumulative
annualised gross cost out by 30 June 2025. The cost reduction program was accelerated during the period to offset soft market
conditions identified and anticipated in parts of Downer’s businesses (primarily Roads Services in Australia and Energy &
Utilities in New Zealand).

Total expenses of $5.1 billion decreased by 6.6% compared to $5.5 billion in the prior corresponding period (pcp). Included in
total expenses is $60.7 million of ISI ($53.2 million in the pcp). Excluding the impact of ISI, total expenses decreased 6.8%.
Downer’s cost base (including ISI) by expense type:

Employee benefits expenses decreased by 7.0%, or $122.6 million, to $1.6 billion and represents 31.9% of Downer’s cost base
(32.0% in the pcp). The decrease in labour expenses reflects the positive impact of the cost out program. Subcontractor costs
decreased by 3.3%, or $76.2 million, to $2.2 billion and represents 43.6% of Downer’s cost base (42.2% in the pcp).

Raw materials and consumables costs decreased by 14.1%, or $92.3 million, to $0.6 billion and represents 11.0% of Downer’s
cost base (12.0% in the pcp). This reflects lower demand within the Roads Services business and a decrease in industrial power
and generation shutdown and maintenance activities.

Plant and equipment costs decreased by 15.9% or $34.2 million to $0.2 billion, arising from efficiencies in fleet management.
Total depreciation and amortisation decreased by 3.9%, or $6.7 million, to $0.2 billion. Impairment of non-current assets
expense of $4.9 million was primarily part of the technology simplification program. Refer to Note B4 of the Financial Report for
further detail.

The movement in other expenses is primarily attributable to the ISI recognised in the current and comparative periods. Refer to
Note B4 of the Financial Report for further detail.

10
Cash flow

Operating cash flow

Operating cash flow of $220.1 million represents a substantial improvement on the prior period, with an underlying cash
conversion of 81.9%. Normalised cash conversion, adjusting for ISI payments of $43.8 million associated with FY24 and 1H25,
equates to 94.2%.

During the period, there has been an enhanced and disciplined focus on working capital, cash collections and resolution of
contractual variations and claims.

Investing cash flow

Total investing cash outflow of $35.5 million includes $2.7 million proceeds and deferred consideration payable from the
disposal of businesses during the period. Excluding proceeds from the disposal of businesses, investing cash outflow decreased
by 52.9% or $36.9 million to $32.8 million largely due to a renewed focus on disciplined capital allocation with Investment
Committee oversight.

Free cash flow increased from $19.9 million in 1H24 to $112.5 million in 1H25 driven by the focus on pivoting to a more
sustainable business model. This includes reducing lease liabilities via consolidation of Downer’s property footprint (across
corporate offices and depots), through a reduction and recycling of our fleet assets, as well as unlocking accumulated cash
balances within our joint ventures.

Debt and bonding

The Group’s performance bonding facilities totalled $2,055.3 million at 31 December 2024 with $770.5 million undrawn. During
the period, surplus limits were rationalised resulting in a $49 million reduction of undrawn committed bonding facility limits.
There is sufficient headroom to fund the maturity of A$191 million USPP maturing on 8 July 2025 and the ongoing operations of
the Group.

At 31 December 2024, the Group had liquidity of $2.1 billion comprising cash balances of $639.8 million and undrawn
committed debt facilities of $1,475.0 million. Net debt (excluding lease liabilities) reduced from $469.5 million at 30 June 2024 to
$447.5 million at 31 December 2024. Management reported a reduced net debt to EBITDA (which includes lease liabilities) of
1.3 times at 31 December 2024 from 1.4 times at 30 June 2024.

During the period, the Group refinanced $325 million of bilateral debt facilities including extension of maturities and linkage to
the Group Sustainability Framework.

The outlook on the Group’s external credit rating by Fitch Ratings (Fitch) remains BBB (Outlook Stable) reflecting an
expectation of improved earnings margins, strengthened balance sheet and leverage metrics, and resolution of outstanding
governance matters. Following the ACCC announcement on 12 December 2024 alleging historical contraventions of Australian
competition law, Fitch reported that this matter would have no rating impact.

During 2Q25, we commenced a funding strategy review to simplify the capital structure, to create better alignment with the
funding profile and forecasted business requirements, and to identify further efficiency and optimisation of the Group’s financing
costs.
Dividends

The Downer Board resolved to pay an interim dividend of 10.8 cents per share, 75% franked, representing a payout ratio of
60%, payable on 27 March 2025 to shareholders on the register at 27 February 2025. The portion of the unfranked dividend
amount that will be paid out of Conduit Foreign Income (CFI) is 100%.
1

The Company’s Dividend Reinvestment Plan remains suspended.

The Board also determined to continue to pay a fully imputed dividend on the ROADS security, which having been reset on
15 June 2024 has a yield of 9.43% per annum payable quarterly in arrears, with the next quarterly payment to occur on 17
March 2025. As this dividend is fully imputed (the New Zealand equivalent of being fully franked), the actual cash yield paid by
Downer will be 6.79% per annum until the next annual reset on 15 June 2025.

1. This is relevant only for non-resident shareholders. The effect is that the portion of the unfranked dividend paid out of CFI is not subject to Australian dividend withholding tax.

11
Balance sheet

Since 30 June 2024, the net assets of the Group reduced by $9.5 million.

Movement in Net Assets $m

Net debt, calculated as borrowings (excluding lease liabilities) less cash and cash equivalents, decreased by $5.3 million driven
by cash generated by operations.
Property, plant and equipment (PP&E) of $0.8 billion, decreased by $20.4 million largely attributable to asset disposals in the
Transport segment and depreciation expense, which were partially offset by capital expenditure. The transformation program
has also focused on fleet optimisation. The Energy & Utilities business identified approximately 180 vehicles as surplus to
business requirements in 1H25 and anticipate the reduction of up to 500 vehicles by the end of FY25.
Intangibles of $2.1 billion declined by $40.3 million primarily due to the amortisation of software and system development assets
totalling $21.3 million and impairment of $4.9 million as outlined in Note B4 of the Financial Report.
Net working capital, which includes current trade receivables and contract assets, in addition to current trade payables and
contract liabilities, decreased by $31.0 million, reflecting improved management of working capital with further initiatives
identified in 2H25.
Other, of $76.9 million, includes ISI, onerous contract provisions, foreign currency forward contracts, cross-currency contracts
and deferred tax balances.
Total equity decreased by $9.5 million, largely as a result of the statutory profit after tax of $75.5 million, offset by dividends paid
during the period of $80.1 million and other comprehensive loss for the period (net of tax) of $7.3 million.

2,259.4
5.3
(20.4)
(40.3)
(31.0)
76.9 2,249.9
Opening
Net Assets
Decrease in
net debt
Property, Plant
& Equipment
Intangibles
Net working
capital
Other
Closing
Net Assets
2,000
2,050
2,100
2,150
2,200
2,250
2,300

12
Segment financial performance

Segment contribution to pro forma revenue and EBITA

1. Pro forma reflects the statutory results adjusted for ISI and excludes the revenue and EBITA contribution relating to completed divestments to provide a like for like comparison between reporting
periods. The 1H25 Group pro forma EBITA $204.4 million is equal to segment EBITA of $253.7 m illion and Unallocated of $49.3 million.
2. Total revenue is a non-statutory disclosure and includes revenue, other income and notional revenue from joint ventures and other alliances not proportionately consolidated.
3. Downer calculates EBITA by adjusting EBIT to add back acquired intangibles amortisation expense.

Reclassification

The merger of our Utilities and Industrial & Energy businesses, including the New Energy business, consolidates our internal
capabilities across the Trans-Tasman region to meet the growing customer demand driven by the energy transition. This merger
positions Downer to deliver on the pipeline of large-scale transmission projects, battery and energy storage system installations,
substation builds, and innovative energy solutions for major mining and energy sector operations. During the period, we
reclassified the Industrial & Energy and the New Energy businesses from the Facilities segment into the Energy & Utilities
(previously Utilities) segment to reflect the merged operations. As a result, the 1H24 results for the Facilities and Energy &
Utilities segments have been restated. Refer to Note B1 in the Financial Report for further detail.

1H25
Segment
EBITA
$253.7 million
1,3

1H25
Revenue
$5.5 billion
1,2

Transport
51%

13
Transport

Downer delivers multi-disciplined solutions to customers across the transport sector in Australia and New Zealand, with our
capabilities including road services, transport infrastructure, rail, and end-to-end transport solutions and asset management.

Underlying Pro forma
1

1H25 1H24 Change 1H25 1H24 Change
Revenue $m 2,745.3 3,096.7 (351.4) 2,741.1 2,950.0 (208.9)
EBITA $m 128.8
100.8
28.0
129.4 98.1
31.3
EBITA% 4.7%
3.3%
1.4pp
4.7% 3.3%
1.4pp

1. Pro forma reflects the statutory results adjusted for ISI and excludes the revenue and EBITA contribution relating to completed divestments to provide a like for like comparison
between reporting periods. The pro forma result is a non-IFRS measure that is used by management to assess the performance of the business. Non-IFRS measures have not been
subject to audit or review.

On an underlying basis revenue is lower than the prior comparative period due largely to divestments of Australian Transport
Projects, VEC Contracting, and the Repurpose It joint venture in 1H24. Excluding the contribution from these divestments, pro
forma revenue was lower due to subdued transport agency spend in Australia and reduced Cyclone Gabrielle recovery work.

The revenue impact of enhanced risk guard rails applied to our Hawkins projects business was partially offset by improved
performance in Road Services New Zealand and project activity in the Rail & Transit Systems business (with the ramp up of
QTMP, finalisation of HCMT, and design works for Fortescue Zero Battery Electric and Hybrid Locomotive development).

Benefits were realised from cost savings initiatives implemented in FY24 and 1H25.

Following a strategic review, we commenced negotiations with Keolis Australia Pty Ltd to divest our 49% interest in Keolis
Downer Pty Ltd. This investment was reclassified to an asset held for sale, with valuation in accordance with the shareholder
agreement.

Energy & Utilities

Downer provides services and solutions that connect communities to essential networks and infrastructure. We design, build,
operate and maintain today’s critical assets and networks, delivering services across the water, energy and telecommunications
sectors. Downer is also a leading provider of end-to-end asset lifecycle and specialist services to the power generation, future
energy, oil, gas, industrial and mineral processing sectors.

Underlying Pro forma
1

1H25 1H24 Change 1H25 1H24 Change
Revenue $m 1,578.8 1,683.3 (104.5) 1,578.8 1,678.4 (99.6)
EBITA $m 52.6 38.7 13.9 52.6 37.9 14.7
EBITA% 3.3% 2.3% 1.0pp 3.3% 2.3% 1.0pp

1. Pro forma reflects the statutory results adjusted for ISI and excludes the revenue and EBITA contribution relating to completed divestments to provide a like for like comparison
between reporting periods. The pro forma result is a non-IFRS measure that is used by management to assess the performance of the business. Non-IFRS measures have not been
subject to audit or review.

Our new leadership team has made substantial progress in the turnaround of underperforming contracts in both the Water
business and Network Services business whilst securing overhead synergies as a result of the merger and a back to basics
focus on disciplined cost management. As a result, and together with a strong performance from the Australian
telecommunications business, underlying EBITA increased by $13.9 million or 35.9% on 1H24.

14
Pro forma revenue was down due to challenging economic conditions in New Zealand. This was reflected in lower discretionary
expenditure across our clients’ maintenance programs in telecommunications and water services. Similarly, shut-down
maintenance activities within our Industrial Power and Generation business were affected by our Australian clients electing to
transition sites to care and maintenance modes due to weaker
commodity prices or delayed programs. The performance of
these businesses is expected to improve with a new government in New Zealand addressing the back log of infrastructure
investment, while commodity prices are anticipated to recover through the cycle. Further
to this, shut down maintenance
activities will return to support the asset lifecycle extensions required due to the extended energy transition timetable.
Margins improved driven by increased performance from the commercial reset of a material power maintenance contract,
progressive completion of the portfolio of water construction projects and further overhead reduction. Looking ahead, we are
also investing in modernising technology and standardising our work management platforms to drive enhanced productivity and
efficiency.
Facilities
The Facilities
segment operates in Australia and New Zealand across a range of industry sectors including education, health,
government, and defence. Downer delivers asset management services to facilities and estates that cover maintenance,
expansion and frontline services for social and economic infrastr
ucture. Our expertise covers a broad range of asset types
including universities, schools and hospitals, social housing, corrections, defence estates and supporting defence capability.
Downer’s services help to optimise critical assets, supporting them to operate reliably and cost effectively.
Underlying Pro forma
1

1H25 1H24 Change 1H25 1H24 Change
Revenue $m 1,126.0 1,160.5 (34.5) 1,111.2 1,071.5 39.7
EBITA $m 72.2
65.8
6.4 71.7
67.9
3.8
EBITA% 6.4%
5.7%
0.7pp 6.5%
6.3%
0.2pp
1. Pro forma reflects the statutory results adjusted for ISI and excludes the revenue and EBITA contribution relating to completed divestments to provide a like for like comparison
between reporting periods. The pro forma result is a non-IFRS measure that is used by management to assess the performance of the business. Non-IFRS measures have not been
subject to audit or review.
The Facilities business is establishing a track record of consistently delivering strong performance with pro forma revenue and
margin continuing to improve due to increased revenue generated from Defence estates, strong margin growth across
Government and IFM, Health and Education and Base & Estate Management, and the ongoing benefits of FY24 and 1H25
overhead cost reductions.
The EMOS Defence Base Services tender, one of the key contract renewals in 2025, was submitted during 1H25 and we are
awaiting the outcome.
We are investing in modernising and simplifying our technology environment, process improvement and targeting material uplift
in productivity, quality of customer service and cost savings.
Continuing our focus on portfolio simplification, the divestment of the lower margin Catering New Zealand business was
completed, and we continued to progress the divestment of the Australian and New Zealand Cleaning business (reclassified to
an asset held for sale in 1H25) to create management capacity to focus on value creation in core markets with more opportunity.

15
FY25 Group outlook
1H
25 performance was in line with expectations.
We are continuing to focus on building a high-quality order book with adherence to enhanced risk guardrails and operating
disciplines.
We are targeting ongoing improvement in EBITA margin performance across each of our segments.
Ma
rket conditions are expected to remain varied, particularly lower Australian transport agency spend and softer economic
conditions in New Zealand.
For FY25 we are targeting underlying NPATA of between $265 million to $280 million assuming no material change in economic
conditions or market demand, and no material weather disruptions*.
* Forward looking statements, including FY25 underlying NPATA guidance, are to be read in conjunction with the important notice and disclaimer
on the inside front cover of this report.
S
ubsequent events
At the date of this report, there is no matter or circumstance that has arisen since 31 December 2024, 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 years.
A
uditor’s independence declaration

The auditor’s independence declaration, as required under Section 307C of the Corporations Act 2001, is set out on page 16.
Signed in accordance with a resolution of the Directors.
On behalf of the Directors
M J Menhinnitt P J Tompkins
Chair Managing Director and Chief Executive Officer
S
ydney, 13 February 2025

PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, BARANGAROO, GPO BOX 2650, SYDNEY NSW 2001
T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Level 11, 1PSQ, 169 Macquarie Street, PARRAMATTA NSW 2150, PO Box 1155 PARRAMATTA NSW 2124
T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
Independent auditor's review report to the members of
Downer EDI Limited
Report on the half-year financial report
Conclusion
We have reviewed the half-year financial report of Downer EDI Limited (the Company) and the entities it
controlled during the half-year (together the Group), which comprises the Condensed Consolidated
Statement of Financial Position as at 31 December 2024, the Condensed Consolidated Statement of
Changes in Equity, Condensed Consolidated Statement of Cash Flows and Condensed Consolidated
Statement of Profit or Loss and other Comprehensive Income for the half-year ended on that date,
selected explanatory notes and the directors' declaration.
Based on our review, which is not an audit, we have not become aware of any matter that makes us
believe that the accompanying half-year financial report of Downer EDI Limited does not comply with the
Corporations Act 2001 including:
1.giving a true and fair view of the Group's financial position as at 31 December 2024 and of its
performance for the half-year ended on that date
2.complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations
Regulations 2001.
Basis for conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by
the Independent Auditor of the Entity (ASRE 2410). Our responsibilities are further described in the
Auditor's responsibilities for the review of the half-year 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 Accounting Professional & Ethical Standards
Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards)
(the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
Responsibilities of the directors for the half-year financial report
The directors of the Company are responsible for the preparation of the half-year financial report, in
accordance with Australian Accounting Standards and the Corporations Act 2001, including giving a true
and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of the half-year financial report that is free from material misstatement whether due to fraud
or error.
17

Auditor's responsibilities 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. ASRE
2410 requires us to conclude whether we have become aware of any matter that makes us believe that
the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true
and fair view of the Group's financial position as at 31 December 2024 and of its performance for the
half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial
Reporting and the Corporations Regulations 2001.
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.
P
ricewaterhouseCoopers
J
ane Reilly Sydney
Partner 13 February 2025
18

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive IncomeHalf-year Report 2025
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the half-year ended 31 December 2024
DecDec
20242023
Note$'m$'m
5,196.2 5,537.1
25.0 46.1
B2 5,221.2 5,583.2
B3 (1,626.6)(1,749.2)
(2,227.2)(2,303.4)
(564.5)(656.8)
(181.5)(215.7)
(70.8)(74.8)
(92.7)(95.4)
(4.9)(12.1)
(337.0)(356.4)
(5,105.2)(5,463.8)
D4 17.4 8.2
133.4 127.6
7.0 5.0
(13.5)(12.5)
(33.9)(39.9)
(40.4)(47.4)
93.0 80.2
(17.5)(8.1)
75.5 72.1
69.3 65.5
6.2 6.6
75.5 72.1
0.5 (0.1)
(7.4)5.1
2.9 (0.5)
(3.4)(8.0)
0.1 2.5
(7.3)(1.0)
68.2 71.1
62.0 64.5
6.2 6.6
68.2 71.1
B5 10.3 9.8
B5 10.3 9.8
- Net loss on cross currency and interest rate swaps taken to equity
Total comprehensive income for the period (net of tax)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
- Exchange differences arising on translation of foreign operations
- Net gain/(loss) on foreign currency forward contracts taken to equity
Items that will not be reclassified subsequently to profit or loss
- Change in fair value of unquoted equity investments
Profit for the period is attributable to:
Income tax expense
- Non-controlling interest
(i)
The condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying
notes on pages 23 to 41.
- Income tax effect of items above
Other comprehensive loss for the period (net of tax)
Diluted earnings per share
(ii)
Basic earnings per share
(i) Comparative information has been revised to reflect the changes in presentation detailed in Note A.
(ii) At 31 December 2024, the ROADS were deemed anti-dilutive and consequently, diluted EPS remained at 10.3 cents per share (Dec 2023: 9.8 cents per share).
Total comprehensive income for the period (net of tax) is attributable to:
- Members of the parent entity
(i)
- Non-controlling interest
(i)
Total comprehensive income for the period (net of tax)
Other expenses from ordinary activities
Lease finance costs
Total expenses
Revenue
Other income
Total revenue and other income
Employee benefits expense
Subcontractor costs
Raw materials and consumables used
Plant and equipment costs
Depreciation on leased assets
Earnings per share (cents)
Other depreciation and amortisation
Impairment of non-current assets
Profit after income tax
Share of net profit of joint ventures and associates
Earnings before interest and tax
Finance income
Other finance costs
Net finance costs
Profit before income tax
- Members of the parent entity
(i)
Profit for the period
19

Condensed Consolidated Statement of Financial PositionHalf-year Report 2025
Condensed Consolidated Statement of Financial Position
as at 31 December 2024
DecJun
20242024
Note$'m$'m
ASSET
S
Current assets
Cash and cash equivalents639.8 837.6
Trade receivables and contract assetsD1 1,536.3 1,862.7
Other financial assetsC6 39.9 20.1
Inventories230.0 210.5
Current tax assets1.1 0.4
Prepayments and other assets68.9 69.6
Assets classified as held for saleD6 125.0 10.6
Total current assets2,641.0 3,011.5
Non-current assets
Trade receivables and contract assetsD1 154.7 145.1
Equity accounted investmentsD4 12.5 121.8
Property, plant and equipment820.8 841.2
Right-of-use assets405.6 412.9
Intangible assets
D3 2,079.8 2,120.1
Other financial assetsC6 26.6 46.1
Deferred tax assets47.1 19.6
Prepayments and other assets21.2 29.9
Total non-current assets3,568.3 3,736.7
Total assets6,209.3 6,748.2
LIABILITIES
Current liabilities
Trade payables and contract liabilitiesD2 1,764.5 2,041.1
BorrowingsC1 190.8 -
Lease liabilities122.1 126.9
Other financial liabilitiesC6 7.7 13.2
Current tax liabilities36.6 26.4
Employee benefits provision269.7 274.1
Other provisions137.5 158.9
Liabilities associated with assets classified as held for saleD6 3.9 10.6
Total current liabilities2,532.8 2,651.2
Non-current liabilities
Trade payables and contract liabilitiesD2 56.2 60.6
BorrowingsC1 900.1 1,294.0
Lease liabilities377.3 385.0
Other financial liabilitiesC6 16.6 21.4
Deferred tax liabilities23.4 22.4
Employee benefits provision23.8 24.3
Other provisions29.2 29.9
Total non-current liabilities1,426.6 1,837.6
Total liabilities3,959.4 4,488.8
Net assets2,249.9 2,259.4
EQUIT
Y
Issued capitalC3 2,464.1 2,463.9
ReservesC4 8.3 13.4
Accumulated losses(401.1)(396.5)
Parent interests2,071.3 2,080.8
Non-controlling interest178.6 178.6
Total equity2,249.9 2,259.4
The condensed consolidated statement of financial position should be read in conjunction with the accompanying notes on pages 23 to 41.
20

Condensed Consolidated Statement of Changes in EquityHalf-year Report 2025
Condensed Consolidated Statement of Changes in Equity
for the half-year ended 31 December 2024
Dec 2024
$'m
Note
Issued
capitalReserves
Accumulated
losses
Total
attributable
to owners of
the parent
Non-
controlling
interestTotal
Balance at 1 Jul
y 2024
2,463.913.4(396.5)2,080.8 178.6 2,259.4
Profit after income tax
- - 69.3 69.3 6.2
75.5
Other comprehensive loss for the period (net of tax)
-(7.3)-
(7.3)
-
(7.3)
Total comprehensive income/(loss) for the period
-
(7.3)69.3 62.0 6.2 68.2
Vested executive incentive share transactions
0.2
(0.2)- - --
Share-based em
ployee benefits expense
-2.3-2.3-2.3
Income tax relating to share-based transactions during
the period
-0.1-0.1-0.1
Pa
yment of dividends
(i)
C5
- - (73.9)(73.9)(6.2)(80.1)
Balance at 31 December 20242,464.1 8.3 (401.1)2,071.3 178.6 2,249.9
Dec 2023
$'m
Issued
capitalReserves
Accumulated
losses
Total
attributable
to owners of
the parent
Non-
controlling
interestTotal
Revised balance at 1 July 2023
(ii)
2,463.819.0(371.6)2,111.2 178.6 2,289.8
Profit after income tax
(ii)
- - 65.5 65.5 6.6 72.1
Other comprehensive loss for the period (net of tax)
-(1.0)-(1.0)
-
(1.0)
Total comprehensive income/ (loss) for the period
-(1.0)65.564.56.671.1
Vested executive incentive share transactions
0.1
(0.1)- - --
Share-based em
ployee benefits expense-1.5-1.5-1.5
Income tax relating to share-based transactions during
the period
-0.1-0.1-0.1
Payment of dividends
(iii)
- - (53.7)(53.7)(6.6)(60.3)
Revised balance at 31 December 2023
2,463.919.5
(359.8)2,123.6 178.6
2,302.2
The condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes on pages 23 to 41.
(ii) Comparative information has been revised to reflect the changes in presentation detailed in Note A.
(iii) Relates to the 2023 final dividend and $6.6 million ROADS dividends paid during the financial period.
(i) Relates to the 2024 final dividend and $6.2 million ROADS dividends paid during the financial period.
21

Condensed Consolidated Statement of Cash FlowsHalf-year Report 2025
Condensed Consolidated Statement of Cash Flows
for the half-year ended 31 December 2024
DecDec
20242023
Note$'m$'m
6,028.2 6,431.9
(5,758.5)(6,213.1)
23.2 8.1
292.9 226.9
6.6 5.5
(13.5)(12.5)
(32.0)(36.3)
(33.9)(15.4)
220.1 168.2
14.1 16.1
(54.9)(62.5)
(3.9)(13.3)
-(1.3)
(2.7)70.7
0.8 0.2
11.1 (8.9)
(35.5)1.0
1,682.0 3,185.0
(1,905.6)(3,551.6)
(74.8)(79.9)
C5(80.1)(60.3)
(378.5)(506.8)
(193.9)(337.6)
837.6 889.1
(3.9)1.9
639.8 553.4
(i) Comparative information has been revised to reflect the changes in presentation detailed in Note A.
Payments for intangible assets
Cash flows from financing activities
Net advances from/(to) equity accounted investments
Net proceeds and deferred consideration from sale of business (net of cash disposed)
The condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes on pages 23 to 41.
Repayments of borrowings
(i)
Dividends paid
Net cash used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Payment of principal of lease liabilities
Cash and cash equivalents at the end of the period
Effect of exchange rate changes
Net cash generated by operating activities before interest and tax
Payments for property, plant and equipment
Cash flows from operating activities
Receipts from customers
(i)
Distributions received
Payments to suppliers and employees
(i)
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
Interest paid on lease liabilities
Proceeds from borrowings
(i)
Interest received
Net cash (used in)/generated by investing activities
Income tax paid
Interest and other costs of finance paid
Net cash generated by operating activities
Receipts from investments
Payments of deferred consideration for acquisition of businesses
22

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
(a) New or amended accounting standards and interpretations adopted by the Group
(b) New accounting standards and interpretations not yet adopted
- ASRS 2 Climate-related Disclosures
Statement of compliance
These general purpose financial statements (Financial Report) for the half-year reporting period 31 December 2024 of Downer EDI Limited (ABN
97 003 872 848) have been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001 (Cth). The
condensed consolidated half-year financial statements comprise the Parent company and its controlled entities (together the Group).
A
About this report
The Financial Report does not include all the information required for an annual financial report and should be read in conjunction with the 2024
Annual Report.
Accounting policies are selected and applied in a manner that ensures the resulting financial information satisfies the concepts of relevance and
reliability, thereby ensuring that the substance of the underlying transactions or other events is reported. The accounting policies and methods of
computation applied in the Financial Report are consistent with those of the previous financial year and corresponding interim period.
Amounts in the Financial Report are presented in Australian dollars unless otherwise noted and has been prepared on a historical cost basis,
except for revaluation of certain financial instruments.
The following new or amended Accounting Standards or Interpretations that are not yet mandatory and have not been early adopted.
The Financial Report was authorised for issue by the Directors.
New Accounting Standards
Management is still in the process of determining the impact of the following, which will be applicable to the annual report for the year ending on
30 June 2025:
During the period, the Group has applied a number of new or revised accounting standards and interpretations issued by the Australian
Accounting Standards Board (AASB) that are mandatorily effective for an accounting period that begins on or after 1 July 2024, as follows:
- Amendments to AASB 101 Classification of liabilities as current or non-current
- AASB 2022-5 Amendments to AASB 16 Leases - Lease Liability in a Sale and Leaseback
- AASB 2023-1 Amendments to Australian Accounting Standards - Supplier Finance Arrangements.
None of the above new and amended accounting standards have had a significant impact on the Group's Financial Report.
- AASB 2024-3 Annual Improvements Volume 11
- ASRS 1 General Requirements for Disclosure of Sustainability-related Financial Information
- AASB 2024-2 Classification and Measurement of Financial Instruments
The following are not expected to have a material impact on the Group’s financial report on adoption and may result in additional disclosure in the
financial statements:
- AASB 18 Presentation and Disclosures in Financial Statements.
- The IFRS Interpretations Committee (IFRIC) July 2024 agenda decision to clarify disclosure requirements of IFRS 8 Operating Segments.
- AASB 2024-4 Amendments to Australian Accounting Standards - Effective Date of Amendments to AASB 10 and AASB 128.
23

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
(a) Changes in presentation within Equity
(b) Changes in pr
esentation of proceeds and repayments of borrowings
(c) Changes in pr
esentation within the consolidated statement of financial position
Revised comparative balances
During the prior year ended 30 June 2024, the Group revised the presentation within Equity on the Consolidated Statement of Financial Position
and Consolidated Statement of Changes in Equity. Previously the ROADS securities were presented as part of Issued Capital. The ROADS
securities have been reclassified from “Issued Capital” to “Non-Controlling Interest” on the Condensed Consolidated Statement of Changes in
Equity to represent the nature of the ROADS securities as equity instrument issued by a subsidiary.
During the prior year ended 30 June 2024, the Consolidated Statement of Financial Position was revised to offset current contract assets and
current contract liabilities related to the same contracts in New Zealand. The impact of this change being a decrease in trade receivables and
contract assets (resulting in a change within the Condensed Consolidated Statement of Cash Flows as an increase of receipts from customers)
and a decrease in trade payables and contract liabilities (resulting in a change within the Condensed Consolidated Statement of Cash Flows as
an increase of payments to suppliers and employees) of $87.6 million at 31 December 2023, respectively. There has been no change in net
current assets or net cash generated by operating activities.
The group revised the presentation within the Condensed Consolidated Statement of Cash Flows for the period ended 31 December 2023 to
exclude the net settled rollover of borrowings which did not give rise to any cash flows. As a result, proceeds from borrowings and repayments of
borrowings both decreased by $2,922.0 million, with no change to net cash used in financing activities.
Significant judgement, estimates and assumptions about future events are made by management when applying accounting policies and
preparing the Financial Report which are consistent with those described in the 2024 Annual Report.
Accounting estimates and judgements
Rounding of amounts
Downer is a company of the kind referred to in ASIC Corporations (Rounding in Financial / Directors’ reports) Instrument 2016/191 relating to the
“rounding off” of amounts in the Directors' Report and condensed consolidated financial report. Unless otherwise expressly stated, amounts have
been rounded off to the nearest whole number of millions of dollars and one place of decimals representing hundreds of thousands of dollars in
accordance with that Instrument. Amounts shown as $- represent amounts less than $50,000 which have been rounded down.
This change was applied retrospectively and impacted the prior period financial statements of the Group such that the Group’s Issued Capital
attributable to owners of Downer EDI Limited for the period ended 31 December 2023 and year ended 30 June 2023 decreased by $178.6 million
(2023 from $2,642.4 million to $2,463.8 million), and Non-Controlling Interest of the corresponding amount being recognised for 31 December
2023 and 30 June 2023. There is no change in the total Equity balance or in earnings per share for the Group for 31 December 2023 and 30
June 2023. Refer to note C3 for further disclosures provided regarding the ROADS securities.
24

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
B1. Segment informationB4. Individually significant items
B2. RevenueB5. Earnings per share
B3. Employee benefits expenseB6. Subsequent events
Segment
Transport
Energy & Utilities
Facilities
The reportable segments identified within the Group are outlined as follows:
B
Business performance
B1. Segment information
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Group CEO in assessing
performance and in determining the allocation of resources. The Group CEO is identified as the Chief Operating Decision Maker. The operating
segments are identified by the Group based on the nature of the services provided. Financial information about each of these segments and
additional information on operating businesses within each segment is reported to the Group CEO on a regular basis.
The reportable segments are based on a combination of operating businesses determined by the similarity of the services provided, the sources
of the Group’s major risks that could therefore have the greatest effect on the rates of return and their quantitative contribution to the Group's
results.
An operating segment is a component of an entity that engages in business activities from which it may earn revenue and incur expenses, whose
operating results are regularly reviewed by the Group’s chief operating decision maker in order to effectively allocate Group resources and
assess performance.
Segment description
Comprises the Group's road services businesses across Australia and New Zealand, rail businesses in Australia and
projects businesses in New Zealand. Downer’s road services include: road network management; routine road
maintenance; asset management systems; spray sealing; asphalt laying; manufacture and supply of bitumen-based
products and asphalt products; the use of recycled products and environmentally sustainable methods to produce
asphalt; landfill diversion solutions. The Rail business spans all light rail and heavy rail sectors, from rollingstock to
infrastructure; from design and manufacture to through-life-support including fleet maintenance, operations and
comprehensive overhaul of assets. Transport also provides building and construction solutions across a variety of
sectors in New Zealand including signalling, track and station works, bridges, airports and roads.
On 1 July 2024, the Industrial & Energy (I&E) business was transitioned to the Energy & Utilities business. Consequently, I&E now forms part of
the Energy & Utilities segment (previously reported as part of the Facilities segment). As a result, the Utilities segment has been renamed the
Energy & Utilities segment and the prior period comparative segment information has been restated.
Through the Hawkins business, Downer also delivers vertical construction to customers in New Zealand.
Comprises the Group's power, gas, water, telecommunications, industrial, resources and energy businesses. This
includes: planning, designing, constructing, operating, maintaining, managing and decommissioning power and gas
network assets; providing complete water lifecycle solutions for municipal and industrial water users including water and
wastewater treatment, network construction and rehabilitation; end-to-end technology and communications solutions
including design, civil construction, network construction, operations and maintenance across fibre, copper and radio
networks, and maintenance shutdowns, turnaround and outage delivery. It also provides feasibility studies; engineering
design; procurement and construction; commissioning and decommissioning services; and design and manufacture of
mineral process equipment.
Facilities provides outsourced facility services to customers across a diverse range of industry sectors including:
education; health; government; and defence. Facilities provides asset management services to facilities and estates that
cover maintenance, expansion and frontline services for strategic assets across a range of sectors.
25

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Dec 2024
$'m
Transport
Energy &
Utilities
Facilities UnallocatedTotal
Segment revenue and other income2,511.5 1,578.8 1,126.0 4.9 5,221.2
233.8 - - 50.7 284.5
2,745.3 1,578.8 1,126.0 55.6 5,505.7
128.8 52.6 72.2 (103.5)150.1
Amortisation of acquired intangibles
(0.6)(0.2)
(1.9)(14.0)(16.7)
Earnings before interest and tax (EBIT)128.2 52.4 70.3 (117.5)133.4
Dec 2023
Revised
(ii)
$'m
Transport
Energy &
Utilities
Facilities UnallocatedTotal
Segment revenue and other income2,694.8 1,683.3 1,160.5 44.6 5,583.2
401.9 - - 40.8 442.7
3,096.7 1,683.3 1,160.5 85.4 6,025.9
100.8 38.7 65.8 (66.1)139.2
Amortisation of acquired intangibles
(0.5)(0.2)
(2.3)(8.6)(11.6)
Earnings before interest and tax (EBIT)100.3 38.5 63.5 (74.7)127.6
Dec Dec
2024 2023
Note $'m $'m
250.9 202.3
B4 - 1.2
B4 (23.6)33.8
B4 (11.5)(12.3)
B4 (7.2)(15.4)
B4 (18.4)(18.6)
(7.5)(8.6)
(49.3)(54.8)
(117.5)(74.7)
133.4 127.6
(40.4)(47.4)
93.0 80.2
(17.5)(8.1)
75.5 72.1
Earnings before interest and tax
Segment EBIT before Unallocated
Unallocated:
Amortisation of Spotless and Tenix acquired intangible assets
Total revenue including joint ventures,
associates and other income
(i)
The performance of the reportable segments identified within the Group is presented below:
(i) This is a non-statutory disclosure as it relates to Downer’s share of revenue from equity accounted joint ventures and associates.
Total reported segment results – EBIT before
amortisation of acquired intangibles (EBITA)
Corporate costs
Regulatory reviews and legal matters
Fair value movement on DCSO liability
Net (loss)/gain on divestments and exit costs
Segment results
Reconciliation of segment EBIT to net profit after tax:
(ii) Revised to reflect changes in operating segments described above.
Share of sales revenue from joint ventures and
associates
(i)
Total revenue including joint ventures,
associates and other income
(i)
Share of sales revenue from joint ventures and
associates
(i)
Total reported segment results - EBIT before
amortisation of acquired intangibles (EBITA)
Transformation and restructure costs
Impairment, asset write-downs and other
Net finance costs
Profit before income tax
Income tax expense
Total unallocated
Profit after income tax
26

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Dec 2024
$'m
Transport
Energy &
Utilities
Facilities Unallocated Total
1,383.4 1,233.4 1,098.1 0.5 3,715.4
968.1329.5-- 1,297.6
136.315.227.9-179.4
2,487.8 1,578.1
1,126.0 0.5 5,192.4
2.8-
-
1.03.8
2,490.6 1,578.1
1,126.0 1.5 5,196.2
Net gain on sale of property, plant and equipment
0.40.1-
-
0.5
Other20.50.6-3.424.5
20.90.7-3.425.0
2,511.5 1,578.8
1,126.0 4.9 5,221.2
Dec 2023
Revised
(i)
$'m
Transport
Energy &
Utilities
Facilities Unallocated Total
1,730.9 1,527.9 1,129.9
-4,388.7
805.3138.4-
-
943.7
145.816.530.2-192.5
2,682.0 1,682.8
1,160.1
-5,524.9
9.6-
- 2.6
12.2
2,691.6 1,682.8
1,160.1 2.6 5,537.1
Net gain on sale of property, plant and equipment2.1 0.4 - - 2.5
Net gain on disposal of business- - - 40.7 40.7
Other
1.10.10.41.32.9
Other
income
3.20.50.442.046.1
T
otal revenue and other income2,694.8 1,683.3 1,160.5 44.6 5,583.2
Dec 2024
$'m
Transport
Energy &
Utilities
Facilities Unallocated Total
Geographical location
(i)
1,366.8 1,306.1 983.3 0.3 3,656.5
1,121.0254.7 142.7
0.2
1,518.6
-17.3-
-
17.3
2,487.8 1,578.1
1,126.0 0.5 5,192.4
Dec 2023
Revised
(ii)
$'m
Transport
Energy &
Utilities
Facilities Unallocated Total
Geographical location
(i)
1,430.3 1,377.7 987.9 -3,795.9
1,251.7276.4 172.2-1,700.3
-28.7-28.7
T
otal revenue from contracts with customers2,682.0 1,682.8 1,160.1
-5,524.9
Revenue from contracts with customers by geographical location
Australia
B2. Revenue
Revenue and other income
Construction contracts
Total revenue from contracts with customers
Rendering of services
(ii)
Total revenue from contracts with customers
(i) Revenue is allocated based on the geographical location of the legal entity.
Total revenue from contracts with customers
(ii) Revised to reflect changes in operating segments described above.
Australia
Total revenue
New Zealand and Pacific
New Zealand and Pacific
Total revenue and other income
Other income
Total revenue
Construction contracts
Sale of goods
Rendering of services
Sale of goods
(ii)
Rest of the world
Other revenue
(i) Revised to reflect changes in operating segments described above.
(ii) The Group reclassified for consistency with current presentation revenue from rendering of services to sale of goods for the period ended 31 December 2023 to reflect the appropriate
categorisation of the nature of the goods and services provided.
Other revenue
Rest of the world
27

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Dec Dec
2024 2023
$'m $'m
96.0 101.5
2.3 1.5
Redundancy costs
10.7 4.5
1,517.6 1,641.7
1,626.6 1,749.2
Dec 2024
$'m
Net loss on
divestments
and exit
costs
Transfor-
mation and
restructure
costs
Regulatory
reviews and
legal
matters
Impairment,
asset write-
downs and
otherTotal
- (7.1)- (1.0)(8.1)
(3.8)- - (8.9)(12.7)
- - - (4.9)(4.9)
(19.8)(4.4)(7.2)(3.6)(35.0)
(23.6)(11.5)(7.2)(18.4)(60.7)
Income tax benefit5.0 3.5 2.1 5.5 16.1
Total significant items after tax(18.6)(8.0)(5.1)(12.9)(44.6)
Regulatory reviews and legal matters
Total employee benefits expense
Defined contribution plans costs
B4. Individually significant items
Other employee benefits
The following material items of income and expense, forming part of the unallocated segment, are relevant to an understanding of the Group's
financial performance.
Impairment of non-current assets
Other depreciation and amortisation
Other expenses from ordinary activities
Current period
Transformation and restructure costs reflect expenses incurred with Downer’s transformation program. This program encompasses the
organisational restructure, redesign of the operating model (including the adoption of a support function hub model), development of a new
people strategy (including Downer’s high-performance culture program called The Downer Difference). It also includes capability uplift initiatives
in project delivery and people management, and a review of the IT strategy focusing on technology simplification and modernisation. Additionally,
Downer launched an optimisation program to drive significant reductions in overhead costs and a cultural shift towards continuous improvement.
Capital losses on which a deferred tax asset has not been previously recognised have been fully utilised to offset capital gains arising on
divestments during the year.
- a net pre-tax loss of $16.5 million recognised in relation to the divestment of the Catering New Zealand business including the recognition of
divestment and exit costs associated with Downer’s ongoing obligations and risks associated with the divestment. Refer to Note D5 for further
detail.
- Other exit costs include divestment program related costs.
- Transformation program implementation costs including external advisor costs.
The material elements of the costs associated with the transformation and restructure are as follows:
- Redundancy and severance costs associated with ongoing review of the Group operating model, and
- Accelerated amortisation on acquired intangibles from the Spotless acquisition due to disposed contracts
Share-based employee benefits expense
The shareholder class actions and ACCC claims have been disclosed as a contingent liability in Note D7.
Employee benefits expense
During the period, the net loss on divestments and exit costs includes:
Net loss on divestments and exit costs
B3. Employee benefits expense
Regulatory review and legal matters costs were incurred in relation to defending the shareholder class actions filed against the Company,
including shareholder class actions filed in early 2023 and the action filed by the Australian Competition and Consumer Commission (ACCC) in
December 2024. These costs also relate to regulatory reviews, undertaking business conduct review and investigations, and provisioning for an
historical New Zealand building warranty claim in 2001.
Total significant items before interest and tax
Transformation and restructure costs
28

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Dec 2023
$'m
Fair value
movement
on DCSO
liability
Net gain on
divestments
and exit
costs
Transfor-
mation and
restructure
costs
Regulatory
reviews and
legal
matters
Impairment
and other
asset write-
downsTotal
Other income1.2----1.2
Net gain on disposal of businesses-40.7---40.7
Employee benefits expense--(1.7)--(1.7)
Other depreciation and amortisation--(8.0)--(8.0)
Impairment of non-current assets----(12.1)(12.1)
Other expenses from ordinary activities-(6.9)(2.6)(15.4)(6.5)(31.4)
Total significant items before interest and tax1.233.8(12.3)(15.4)(18.6)(11.3)
Income tax benefit-1.83.74.45.515.4
Total significant items after tax1.235.6(8.6)(11.0)(13.1)4.1
- A
ccelerated amortisation on acquired intangibles from the Spotless acquisition from exited contracts
- Offi
ce space and vehicles leases being surplus to requirements and terminated as a result of business transformation
- Cl
ean up costs associated with asbestos related site rectification at a key Transport site.
Regulatory review and legal matters costs were incurred in relation to defending the shareholder class actions filed against Downer during the
prior financial year, responding to regulatory reviews, undertaking business conduct reviews and investigations, and other legal matters.
During the period end 31 December 2023, divestment and exit costs were recognised in relation to a number of transactions.
The material elements of the net gain on divestments and exit costs include:
- $40.7 m
illion net pre-tax gain (including disposal costs) across the divestments;
- $6.9 m
illion pre-tax transaction-related expenses and provisions associated with Downer
’s ongoing obligations and risks
associ
ated with divestments.
- Carri
ed forward capital losses on which a deferred tax asset has not been previously recognised have been used to fully offset capital
gai
ns arising on divestments during the period. A deferred tax asset has not been recognised on remaining carried forward capital
losses of $28.4 m
illion at 31 December 2023 as it is not probable that a future capital gain will arise.
Transformation and restructure costs
The Group recognised the following items as individually significant as at 31 December 2023:
Prior period
Impairment of assets relates to adjustment in the carrying value, and related provisions recognised on IT and other assets that will no longer be
utilised or provide future economic benefit as a result of transformation and business restructuring.
Fair value movement on Downer Contingent Share Options (DCSO) liability
Impairment, asset write-downs and other
Net gain on divestments and exit costs
As part of the consideration to acquire the shares in Spotless that it did not already own, the Group granted three tranches of 2.5 million share
options to the previous minority interest shareholders on 12 August 2020 which are exercisable within four years of issue on achievement of three
prescribed share price targets (the Downer Contingent Share Options or DCSO). The fair value at issue date of these options was recognised as
a liability arising on the acquisition of the shares. The DCSO are classified as a liability, with subsequent changes in the fair value recognised in
the Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income. Since 30 June 2023, the fair value of the DCSO
liability has decreased by $1.2 million, with a gain recognised through ‘Other income’ in the Condensed Consolidated Statement of Profit or Loss
and Other Comprehensive Income during the year.
Impairment, asset write downs and other relate to:
Impairment and other asset write-downs
Regulatory reviews and legal matters
Transformation and restructure costs represent costs incurred following Downer’s commencement of the Transformation program to restructure
its operating model. The material elements of the costs associated with the transformation and restructure are as follows:
- T
ransformation program related expenses including advisory and redundancy costs incurred during the period;
- A
ccelerated amortisation in relation to IT assets where the useful life was reassessed at 30 June 2023 against the Group’s new operati
ng
model
.
- Accelerated amortisation and write-downs in relation to IT assets and discontinuation of IT development programs, where the ongoing usage
has been reviewed as part of the technology simplification program and optimize program and aligned with the Group’s new operating model
29

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Dec Dec
2024 2023
69.3 65.5
670.4 670.4
10.3 9.8
Dec Dec
2024 2023
69.3 65.5
6.2 6.6
75.5 72.1
673.1 670.4
33.5 45.8
706.6 716.2
10.3 9.8
– Weighted average number of ordinary shares (WANOS) (m’s)
(i)(ii)
– Adjustment for calculation of diluted earnings per share due to ROADS (m’s)
(iii)
Diluted earnings per share (cents)
(iv)
WANOS used in the calculation of diluted EPS (m’s)
Weighted average number of ordinary shares (WANOS) on issue (m’s)
(i)
Basic earnings per share (cents)
Basic earnings per share
Profit attributable to members of the parent entity used in calculating basic EPS ($’m)
Diluted earnings per share
The calculation of diluted earnings per share is based on the following profit attributable to ordinary shareholders and the weighted-average
number of ordinary shares outstanding after adjustments for the effects of all dilutive potential ordinary shares.
The calculation of basic earnings per share (EPS) is based on the profit attributable to ordinary shareholders and the weighted-average number
of ordinary shares outstanding.
B5. Earnings per share
Profit attributable to members of the parent entity used in calculating basic EPS ($’m)
Weighted average number of ordinary shares
Adjustment to reflect ROADS dividends paid ($’m)
At the date of this report, there is no matter or circumstance that has arisen since the end of the financial period, 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.
(iii) The WANOS adjustment is the value of ROADS that could potentially be converted into ordinary shares at the reporting date. It is calculated based on the issued value of ROADS in New
Zealand dollars converted to Australian dollars at the spot rate prevailing at the reporting date, which was $181.1 million (December 2023: $185.7 million), divided by the 20-day Volume-
Weighted Average Price (VWAP) of the Company’s ordinary shares for the period preceding 31 December 2024 discounted by 2.5% according to the ROADS contract terms, which was
$5.41
(December 2023: $4.05).
B6. Subsequent events
(iv) At 31 December 2024, the ROADS were deemed anti-dilutive and consequently, diluted EPS remained at 10.3 cents per share. (31 December 2023: 9.8 cents per share)
Profit attributable to members of the parent entity used in calculating diluted EPS ($’m)
(i) The WANOS on issue has been adjusted by the weighted average effect of the unvested executive incentive shares of 1,156,995 (December 2023: 1,182,818).
(ii) For diluted EPS, the WANOS has been further adjusted by the potential vesting of executive incentive shares.
30

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
C1. BorrowingsC4. Reserves
C2. Financing facilitiesC5. Dividends
C3. Issued capital and non-controlling interestC6. Other financial assets and liabilities
Dec Jun
2024 2024
$'m $'m
160.9 -
30.0 -
(0.1)-
190.8 -
300.0 522.0
- 151.0
- 30.0
503.0 504.2
103.0 93.8
(5.9)(7.0)
900.1 1,294.0
1,090.9 1,294.0
1,102.7 1,300.3
Dec Jun
2024 2024
$'m $'m
1,100.0 1,100.0
375.0 165.0
Total unutilised loan facilities1,475.0 1,265.0
123.4 104.6
647.1 681.0
770.5 785.6
– JPY medium term notes
– Deferred finance charges
The Group has a total of $375.0 million (June 2024: $387.0 million) in bilateral loan facilities which are unsecured, committed facilities.
Syndicated loan facilities:
The Group has $1,400.0 million (June 2024: $1,400.0 million) of syndicated bank loan facilities which are unsecured, committed facilities.
Summary of borrowing arrangements
Bank loan facilities
USD private placement notes
USD unsecured private placement notes are on issue for a total amount of US$100.0 million (June 2024: US$100.0 million) with a maturity date
of July 2025. The USD denominated principal and interest amounts have been fully hedged against the Australian dollar through cross-currency
interest rate swaps.
– AUD medium term notes
(ii) Excludes lease liabilities.
C2. Financing facilities
Syndicated loan facilities
Total non-current borrowings
Fair value of total borrowings
(ii)
Total unutilised bonding facilities
At reporting date, the Group had the following facilities that were unutilised:
The Group’s borrowing arrangements are as follows:
Syndicated bank guarantee facilities
Bilateral bank guarantees and insurance bonding facilities
Bilateral loan facilities:
Capital structure and financing
C1. Borrowings
C
– Bank loans
– USD private placement notes
– AUD private placement notes
– USD private placement notes
– AUD private placement notes
Current
Unsecured:
Total current borrowings
(i)
– Deferred finance charges
Non-current
Unsecured:
Total borrowings
Bilateral loan facilities
(i) USD and AUD private placement matures on 8 July 2025 and is recognised for the purpose of the accounts as a current liability. Downer has sufficient headroom in its other debt facilities
to fund this maturity.
31

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Maturing in the period
$’m
Bilateral
Loan
Facilities
Syndicated
Loan
Facilities
USD Private
Placement
Notes
AUD Private
Placement
Notes
Medium
Term
NotesTotal
1 July 2025 to 30 June 2026
50.0-160.930.0500.0740.9
1 July 2026 to 30 June 2027
50.0600.0- - - 650.0
1 Jul
y 2027 to 30 June 2028
275.0500.0- - - 775.0
1 Jul
y 2028 to 30 June 2029
-300.0- - - 300.0
1 Jul
y 2032 to 30 June 2033
-- - - 103.0 103.0
T
otal
375.01,400.0160.930.0603.0 2,568.9
T
he carrying value of the AUD MTN maturing April 2026 includes a premium of $3.0 million (June 2024: $4.2 million) over the face value owing to
the differential between the coupon rate for that instrument and the prevailing market interest rate at the date of issue.
The JPY denominated principal and interest amounts have been fully hedged against the Australian dollar through a cross-currency interest rate
swap.
AUD private placement notes
AUD unsecured private placement notes are on issue for a total amount of $30.0 million (June 2024: $30.0 million) with a maturity date of July
2025.
Medium Term Notes (MTNs)
The Group has the following unsecured MTNs on issue:
The above loan facilities and note issuances are supported by guarantees from certain Group subsidiaries.
The maturity profile of the Group’s borrowing arrangements by financial year is represented in the below table by facility limit:
– $500.0 m
illion (June 2024: $500.0 million) maturing April 2026
– JPY 10.0 billion (June 2024: JPY 10.0 billion) maturing May 2033
Covenants on financing facilities
Downer Group’s financing facilities contain undertakings to comply with financial covenants so that Group guarantors of these facilities
collectively meet certain minimum threshold amounts of Group EBITA and Group Total Tangible Assets.
The main financial covenants which the Group is subject to are Net Worth, Interest Service Coverage and Leverage.
Financial covenants testing is undertaken monthly and reported at the Board meetings. Reporting of financial covenants to financiers occurs
semi-annually for the rolling 12-month periods to 30 June and 31 December. Downer Group was in compliance with all its financial covenants as
at 31 December 2024.
Bank guarantees and insurance bonds
The Group has $2,055.3 million (June 2024: $2,104.0 million) of bank guarantee and insurance bond facilities to support its contracting activities.
$1,176.9 million (June 2024: $1,224.2 million) of these facilities are provided to the Group on a committed basis and $878.4 million (June 2024:
$879.8 million) on an uncommitted basis.
The Group’s facilities are provided by a number of banks and insurance companies on an unsecured and revolving basis, with the exception of a
project facility which is non-revolving. $1,284.8 million (June 2024: $1,318.4 million) (refer to Note D7) of these facilities were utilised as at
31 December 2024 with $770.5 million (June 2024: $785.6 million) unutilised. These facilities have varying maturity dates that occur between
financial years 2025, 2026, 2027 and 2028.
The underlying risk being assumed by the relevant financier under all bank guarantees and insurance bonds is corporate credit risk rather than
project-specific risk.
The Group has flexibility in respect of certain committed facility amounts (shown as part of the unutilised bilateral loan facilities) which can, at the
election of the Group, be utilised to provide additional bank guarantee capacity.
Refinancing requirements
The Group will negotiate with existing and, where required, new financiers to extend the maturity date or refinance facilities maturing within the
next 12 months. The Group’s financial metrics and credit rating as well as conditions in financial markets and other factors may influence the
outcome of these negotiations. As at 31 December 2024, the Group has no debt facilities maturing within the 12 months to 31 December 2025,
other than Private Placements Notes (USD100.0 million and AUD30.0 million) maturing 8 July 2025.
Credit ratings
The Group’s external credit rating is maintained at BBB (Outlook Stable) by Fitch Ratings. In December 2024, Fitch Ratings issued a report
confirming that and Governance Risk highlighted the civil proceedings against Group entity, Spotless Facility Services Pty Ltd, by the Australian
Competition and Consumer Commission (ACCC), are already captured in the assessment of the Group's governance structure and have no
impact on the rating. The stabilisation of our increment grade credit rating is positive for our customers and suppliers when they contract with the
Group. Furthermore, banks and other lending institutions will have more confidence in our stabilised credit risk profile which positively impacts
their assessment of pricing, tenor and facility limits on financing facilities.
32

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
No.$'mNo.$'m
Ordi
nary shares
671,573,679 2,471.1 671,573,679 2,471.1
Unvested executive incentive shares
1,141,882
(7.0)1,173,846 (7.2)
Total
2,464.1 2,463.9
(a) Ful
ly paid ordinary share capital
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
m's$
'mm's
$
'm
671.6
2,471.1
671.6 2,471.1
671.6
2,471.1
671.6 2,471.1
m's
$
'mm's
$
'm
1.17
(7.2)
1.19(7.3)
(0.03)0.2 (0.02)0.1
1.14(7.0)
1.17(7.2)
Dec 2024 Jun 2024
$'m
$'
m
(178.6)(178.6)
Total
(178.6)(178.6)
Balance at the beginning of the financial period/year
Vested executive incentive share transactions
(i)
Balance at the end of the financial period/year
Unvested executive incentive shares are stock market purchases and are held by the Executive Employee Share Plan Trust under the Long-
Term Incentive (LTI) plan. From the 2011 LTI plan onwards, no dividends will be distributed on shares held in trust during the performance
measurement and service periods. Otherwise, excess net dividends are retained in the trust to be used by the Company to acquire additional
shares on the market for employee equity plans.
Jun 2024 Dec 2024
(b) Unv
ested executive incentive shares
Dec 2024
(c) N
on-controlling interest - Redeemable Optionally Adjustable Distributing Securities (ROADS)
The following table summarises the information relating to each of the Group's subsidiaries that has material non-controlling interest (NCI),
before any intra-Group eliminations.
200,000,000 ROADS (June 24: 200,000,000)
The non-controlling interest relates to the issue of 200,000,000 fully paid Redeemable Optionally Adjustable Distributing Securities (ROADS) with
a nominal value of NZ$1 each in Works Finance (NZ) Limited. ROADS are classified as equity as they bear discretionary dividends, are only
redeemable into shares of the Company at the option of Works Finance (NZ) Limited, holders cannot request redemption, they do not contain
any contractual obligations to deliver cash or financial assets and do not require settlement in a variable number of equity instruments of Works
Finance (NZ) Limited.
In accordance with the terms of the ROADS preference shares, the dividend rate for the one year commencing 15 June 2024 is 9.43% per
annum (2023: 9.81% per annum) which is equivalent to the one year swap rate on 17 June 2024 of 5.38% per annum plus the step-up margin of
4.05% per annum. ROADS distribution net of imputation credit of 28% is 6.79% (2023: 7.06%).
C3. Issued capital and non-controlling interest
Jun 2024
Fully paid ordinary share capital
Balance at the beginning of the financial period/year
Balance at the end of the financial period/year
Unvested executive incentive shares
(i) December 2024 figures relate to the second deferred component of the 2022 STI award of 31,964 vested shares for a value of $163,327. June 2024 figures relate to the second deferred
component of the 2021 STI award of 20,132 vested shares for a value of $101,578.
Jun 2024 Dec 2024
33

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Dec 2024
$'m
Hedge
reserve
Foreign
currency
translation
reserve
Employee
benefits
reserve
Equity
reserve
Fair value
through OCI
reserve
Total
attributable
to owners of
the parent
Balance at 1 July 2024(2.5)(34.1)
25.925.5
(1.4)
13.4
Foreign currency translation difference-(7.4)- - - (7.4)
Change in fair value of cash flow hedges (net of tax)
(0.4)- - - - (0.4)
Change in fair value of unquoted equity investments
-
- - -
0.50.5
T
otal comprehensive income/(loss) for the
period
(0.4)(7.4)- - 0.5 (7.3)
Vested executive incentive share transactions
-
- (0.2)-- (0.2)
Share-based employee benefits expense
-
-
2.3- - 2.3
Income tax relating to share-based transactions
during the period
-
-
0.1- - 0.1
Balance at 31 Decem
ber 2024(2.9)(41.5)28.1 25.5 (0.9)8.3
Hed
ge reserve
Forei
gn currency translation reserve
Emplo
yee benefits reserve
Equit
y reserve
Fair value throu
gh OCI reserve
2025202420242023
I
nterim
Fi
nal Interim
Fi
nal
10.811.06.08.0
75%
50%0%0%
72.573.940.353.7
27/2/25 16/9/24 14/3/24 24/8/23
27/3/25 15/10/24 11/4/24 21/9/23
To
tal
2025Quarter 1Quarter 2to date
1.561.543.10
100%100%
100%
3.13.16.2
16/9/24 16/12/24
2024
Quarter 1Quarter 2Quarter 3Quarter 4Total
1.641.641.621.626.52
100%100%100%100%100%
3.33.33.23.213.0
15/9/23
15/12/23 15/3/24 17/6/24
Dividend per ROADS (in Australian cents)
New Zealand imputation credit percentage
Cost (in A$'m)
Payment date
The interim 2025 dividend has not been declared as at reporting date and therefore is not reflected in the Financial Report.
Dividend per ROADS (in Australian cents)
New Zealand imputation credit percentage
Cost (in A$'m)
Payment date
Dividend per share (in Australian cents)
Franking percentage
Cost (in $'m)
Dividend record date
Payment date
(a) Or
dinary shares
(b) Redeem
able Optionally Adjustable Distributing Securities (ROADS)
The fair value through OCI reserve comprises the cumulative net change in the fair value of equity investments designated as FVOCI.
The equity reserve accounts for the difference between the fair value of, and the amounts paid or received for, equity transactions with non-
controlling interests.
C5. Dividends
C4. Reserves
The hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments relating to
future transactions.
The foreign currency translation reserve comprises foreign exchange differences arising from the translation of the financial statements of
operations where their functional currency is different to the presentation currency of the Group.
The employee benefit reserve is used to recognise the fair value of share-based payments issued to employees over the vesting period, and to
recognise the value attributable to the share-based payments during the reporting period. This reserve also includes the actuarial gain/loss
arisen on the defined benefit plan.
34

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Current Non-current Current Non-current
At amortised cost
(i)
:
3.45.5- -
4.12.92.0-
7.58.42.0-
1.60.71.2-
30.8-
4.5
16.6
32.40.75.716.6
-17.5- -
-17.5- -
39.926.67.716.6
C
urrent Non-current Current Non-current
At amortised cost
(i)
:
13.25.7- -
5.92.92.5-
- -2.0-
19.18.64.5-
0.70.13.60.5
0.319.65.120.9
1.019.78.721.4
-17.8- -
-17.8- -
20.146.113.221.4
To
tal
Reconciliation of Level 3 fair value measurements of financial assets
The fair value of Level 3 investments has decreased by $0.3m from prior period (June 2024: $0.2 million decrease) due to revaluation and return
on investment.
Level 2
Foreign currency forward contracts – Cash flow hedge
Cross-currency and interest rate swaps – Cash flow hedge
Level 3
Unquoted equity investments – Fair value through OCI
(i) Due to the short-term nature of the other current receivables, their carrying amount is considered to be the same as their fair value. For the majority of the non-current receivables, the fair
values are also not significantly different from their carrying amounts.
Jun 2024
$'m
Financial assetsFinancial liabilities
Other financial assets
Advances to/from joint ventures and associates
Deferred consideration
At fair value:
Level 2
Foreign currency forward contracts – Cash flow hedge
Cross-currency and interest rate swaps – Cash flow hedge
Level 3
Unquoted equity investments – Fair value through OCI
Total
C6. Other financial assets and liabilities
Dec 2024
$'m
Financial assetsFinancial liabilities
Other financial assets
Advances to/from joint ventures and associates
At fair value:
35

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Type
Cross-currency and interest rate swaps
Foreign currency forward contracts
Unquoted equity investments
Calculated using forward exchange rates
prevailing at the balance sheet date.
Not applicable.
Calculated based on the Group’s interest in
the net assets of the unquoted entities.
Assumptions are made with regard to future
expected revenues and discount rates.
Changing the inputs to the valuations to
reasonably possible alternative assumptions
would not significantly change the amounts
recognised in profit or loss, total assets or
total liabilities, or total equity.
– Level 1: fair value is calculated using quoted prices in active markets for identical assets or liabilities
– Level 2: fair value is estimated using inputs other than quoted prices included within Level 1 that are observable for the asset or
liabilit
y, either directly (as prices) or indirectly (derived from prices)
– Level 3: fair value is estimated using inputs for the asset or liability that are not based on observable market data.
During the year there were no transfers between Level 1, Level 2 and Level 3 fair value hierarchies.
The following table shows the valuation technique used in measuring Level 2 and 3 fair values, as well as significant unobservable inputs used:
Valuation techniqueSignificant unobservable input
Calculated using the present value of the
estimated future cash flows based on
observable yield curves.
Not applicable.
Recognition and measurement
Fair value measurement
When a derivative is designated as the cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is
recognised in Other comprehensive income and accumulated in the hedging reserve. Any ineffective portion of changes in the fair value of the
derivative is recognised immediately in profit or loss.
Valuation of financial instruments
For financial instruments measured and carried at fair value, the Group uses the following to categorise the methods used:
36

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
D1. Trade receivables and contract assetsD5. Disposal of businesses
D2. Trade payables and contract liabilitiesD6. Assets and liabilities held for sale
D3. Intangible assetsD7. Contingent liabilities
D4. Interest in joint ventures and associate entities
DecJun
2024 2024
$'
m
$'
m
504.9 613.8
1,179.3 1,352.4
1,684.2 1,966.2
28.4 62.3
(21.6)(20.7)
1,691.0 2,007.8
1,536.3 1,862.7
154.7 145.1
DecJun
2024 2024
$'
m
$'
m
510.1 766.6
211.0 246.5
920.7 882.3
178.9 206.3
1,820.7 2,101.7
1,764.5 2,041.1
56.2 60.6
Current
(i)
(i) Current contract assets: $1,025.1 million (June 2024: $1,208.1 million).
D2. Trade payables and contract liabilities
Current
Non-current
Total trade payables and contract liabilities
Trade payables
Contract liabilities
Accruals
Included in the financial statements as:
Non-current
Other payables
D
Other disclosures
D1. Trade receivables and contract assets
Trade receivables
Included in the financial statements as:
Total trade receivables and contract assets
Contract assets
(i)
Other receivables
Loss allowance on trade receivables and contract assets arising from contracts with customers
37

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Dec 2024
$'mGoodwill
Customer
contracts
and
relation-
ships
Brand
names
on acqui-
sition
Intellectual
property
on acqui-
sition
Software
and system
develop-
ment
Total
Opening Cost
2,562.7 515.2 78.8 2.4 507.0 3,666.1
Opening Accumulated amortisation and impairment(800.4)(384.3)(27.7)(1.2)(332.4)(1,546.0)
1,762.3 130.9 51.1 1.2 174.6 2,120.1
-
- - - 3.3
3.3
-(2.8)
-- - (2.8)
-(14.6)
(2.0)(0.1)(21.3)(38.0)
-
- - - (4.9)(4.9)
Internal transfers
-
- - - 3.6
3.6
(1.1)
-
(0.2)
-(0.2)(1.5)
1,761.2 113.5 48.9 1.1 155.1 2,079.8
Closing cost
2,561.6 492.8 78.6 2.4 508.3 3,643.7
Closing accumulated amortisation and impairment(800.4)(379.3)(29.7)(1.3)(353.2)(1,563.9)
Impairment of Assets
Opening net book value as at 1 July 2024
The Group assesses at each reporting date, whether there are any indicators that assets may be impaired. If any indicators exist, the Group
estimates the recoverable amount of the asset.
Disposal of businesses
Amortisation expense
Additions
Closing net book value as at 31 December 2024
Net foreign currency exchange differences at net
book value
Impairment charge
(i)
D3. Intangible assets
(i) Impairment recognised following review of the carrying value of assets as part of technology simplification program. Refer to Note B4.
Goodwill and intangible assets that have an indefinite useful life are tested annually for impairment, or more frequently if events or changes in
circumstances indicate that they might be impaired. No impairment indicators for Goodwill have been identified at the reporting date.
As reported in the June 2024 Annual Report (Note C7 Intangible Assets), the estimation of recoverable amount of CGUs to which goodwill has
been allocated involves key estimates and judgements, including projected cash flows, discount rates, budgeted revenue growth rates, EBIT
margin and long term growth rate. Projected cash flows include assumptions in relation to contract awards, extensions and renewals, including
potentially significant individual contracts that if not won, extended or renewed or if terminated early, it is reasonably possible that this may result
in an adjustment in carrying amount of CGUs.
Consistent with June 2024 reported key estimates and judgements, Social Infrastructure & Citizen Services (SICS) has made assumptions in
relation to new contracts and contract extensions where it is reasonably possible that in the event SICS is not successful that a material
adjustment to the respective CGUs’ carrying value could be required. The carrying value of goodwill allocated to SICS CGU at June 2024 was
$813.7 million.
38

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Dec
2024
Note
$'m
10.0
5.3
(2.6)
(0.2)
12.5
111.8
12.1
D6(123.9)
-
12.5
Dec Jun
Principal
place
2024 2024
Name of arrangementof business% %
Joint ventures
New Zealand
50
50
Australia
50
50
Australia
50
50
Australia
50
50
New Zealand
50
50
New Zealand
50
50
Associates
Australia
49
49
Australia
30
30
Foreign currency exchange differences
Interest in joint ventures at the end of the financial period
HT HoldCo Pty Ltd
(i)
Bitumen Importers Australia Pty Ltd
(i) The share of net profit is equal to the share of total comprehensive income for all joint ventures and associates.
EDI Rail-Alstom Transport Pty Ltd
Emulco Limited
D4. Interest in joint ventures and associate entities
Interest in joint ventures at the beginning of the financial period
Sale and maintenance of railway
rollingstock
(i) Downer's interest in this joint arrangement is classified as Assets Held for Sale during the financial period ended 31 December 2024. Refer to Note D6.
Keolis Downer Pty Ltd
(i)
Bitumen Importers Australia Joint Venture
Share of distributions
Interest in associates at the beginning of the financial period
Share of net profit
(i)
Allied Asphalt Limited
Emulsion plant
Share of net profit
(i)
Laundries services
Isaac Asphalt Limited
Total interest in joint ventures and associates
Asphalt plant
Bitumen importer
Bitumen importer
Catering NZ
The Group has interest in the following joint ventures and associates which are equity accounted:
Principal activit
y
On 1 December 2024, Downer completed an agreement for the sale of the New Zealand catering business in the Facilities segment to DHG
Hospitality Services NZ Pty Limited. The sale consideration for this transaction is $1.0 million. As at December 2024, net proceeds (after
transaction costs) of $0.3 million have been received, with a pre-tax loss on disposal of $16.5 million.
D5. Disposal of businesses
Interest in associates reclassified to held for sale
Current period divestments
Operation and maintenance of Gold
Coast light rail, Melbourne tram
network, Adelaide metro and bus
operation
Interest in associates at the end of the financial period
Ownership interest
Manufacture and supply of asphalt
39

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Cleaning
Dec 2024
$'mNoteCleaning
Downer's
interest in
Keolis
Downer Pty
Ltd
Downer's
interest in
HT HoldCo
Pty LtdTotal
Prepayments and other assets
0.1-
-
0.1
E
quity accounted investmentsD4
-99.3
24.6
123.9
P
roperty, plant and equipment
0.4-
-
0.4
Ri
ght-of-use assets
0.6-
-
0.6
A
ssets held for sale
1.199.3
24.6
125.0
Lease liabilities0.6-
-
0.6
E
mployee benefits provision
3.3-
-
3.3
Liabilities held for
sale
3.9-
-
3.9
R
ecognition and measurement
Disposal groups are recognised when a sale is considered highly probable. The assets and liabilities of these disposal groups are disclosed
separately on the basis that their value is expected to be realised through a sale event rather than continued use. Disposal group assets are
presented at the lower of their carrying value or the value expected to be realised through the sale. Any impairment to the carrying value of the
assets is recognised through the Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income.
D6. Assets and liabilities held for sale
At 31 December 2024, the disposal groups were stated at the lower of their carrying amount and fair value less costs of disposal, and consisted
of the following assets and liabilities:
During the period, Downer commenced a process to sell its 49% interest in Keolis Downer Pty Ltd (KD) to Keolis Australia Pty Ltd. As a result,
the equity accounted investment in KD in the Transport segment was classified as Assets held for sale and equity accounting ceased.
During the period, assets and liabilities relating to the Cleaning business in the Facilities segment have been classified as assets and liabilities
held for sale.
Downer's interest in Keolis Downer Pty Ltd
Downer's interest in HT HoldCo Pty Ltd
During the period, Downer has entered into an agreement to sell its 30% interest in HT HoldCo Pty Ltd (HT), an Australian laundries business.
As a result, the equity accounted investment in HT in the Unallocated segment was classified as Assets held for sale and equity accounting
ceased.
The Assets held for sale do not include any recognition of divestment and exit costs.
40

Notes to the condensed consolidated financial statementsHalf-year Report 2025
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
DecJun
2024 2024
B
onding
Note$'
m $'m
C2 1,284.8 1,318.4
On 1 March 2024, Downer filed its defence to the plaintiffs’ claim (which included a proportionate liability defence identifying Downer’s former
auditor as a concurrent wrongdoer) and a third party claim against the former auditor. On 9 August 2024, Downer filed amendments to those
pleadings which included additional claims against its former auditor, which is yet to file a defence.
On 15 October, the Court of Appeal refused Quinn Emanuel’s application for leave to appeal the decision awarding carriage of the class action
to a consolidated proceeding led by Maurice Blackburn. Downer is defending the consolidated proceeding led by Maurice Blackburn.
(ix)
On 12 Decem
ber 2024, the Group was informed that the Australian Competition and Consumer Commission (ACCC) had commenced civ
il
proceedi
ngs relating to allegations concerning estate maintenance services provided to the Department of Defence by a Downer subsidiary
,
Spotless F
acility Services Pty Ltd, and two other organisations appointed to provide such services in different regions. The ACCC rel
ease to
ASX on 12 December
2024 includes further details. Downer denies the ACCC allegations and is defending the proceedings.
(v
iii) In early
2023, four competing shareholder class actions were filed against Downer EDI Limited (Downer) following announcements it
published with the ASX on 8 December 2022 and 27 February 2023. Each class action alleged a breach of Downer’s continuous discl
osure
obligations and that it engaged in m
isleading or deceptive conduct by making and/or failing to correct or qualify various statements in connecti
on
w
ith a maintenance contract in its Australian Utilities business and Downer’s financial perform
ance.
In addi
tion, the Group is called upon to give guarantees and indemnities to counterparties, relating to the performance of contractual and
financial obligations (including for controlled entities and related parties). Other than as noted, these guarantees and indemnities are
indeterminable in amount.
The Group has bid bonds and performance bonds issued in respect of contract performance in the
normal course of business for controlled entities
(iii) T
he Group is subject to product liability claims. Provision is made for the potential costs of carrying out rectification works based on know
n
cl
aims and previous claims history.
(i) T
he Group is subject to design liability in relation to completed design and construction projects. It is not possible to reliably esti
mate these
cl
aims and the Directors are of the opinion that there is adequate insurance to cover this area and accordingly, no amounts are recognised in
the financial statements.
Other contingent liabilities
(iv)
Control
led entities have entered into various joint arrangements under which the controlled entity is jointly and severally liabl
e for the
obl
igations of the relevant joint arrangements.
(vii)
In December 2022, Dow
ner received correspondence notifying an alleged stray current defect in the depot constructed by Dow
ner for the
Hi
gh Capacity Metro Trains Project and has received subsequent correspondence alleging that Downer is responsible for the costs
of
rectification. Dow
ner denies liability and understands the dispute will be referred to arbitration.
(v
) T
he Group carries the normal contractors’ and consultants’ liability in relation to services, supply and construction contracts (for exampl
e,
liability
relating to professional advice, design, completion, workmanship and damage), as well as liability for personal injury/property
damage
during the course of a project. Potential liability
may arise from claims, disputes and/or litigation/arbitration by or against Group compani
es
and/or j
oint venture arrangements in which the Group has an interest. The Group is currently managing a number of claims and di
spute
processes in relation to services, supply and design and construction contracts as well as in relation to personal injury and property damage
claims arising from project delivery.
(v
i) In the ordinary
course of business, contingent liabilities exist in respect of claims and potential claims against entities in the consoli
dated
enti
ty. The consolidated entity does not consider that the outcomes of any such claims known to exist at the date of this report, either individually
or in aggregate, are likely to have a material effect on its operations or financial position.
(ii) T
he Group is subject to ongoing fitness for purpose and defect liability obligations in relation to contracts. It is not possible to reliably esti
mate
these obl
igations.
D7. Contingent liabilities
41

Directors’ DeclarationHalf-year Report 2025
Directors’ Declaration
for the half-
year ended 31 December 2024
M J MenhinnittP J Tompkins
Chair
Managing Director and Chief Executive Officer
Sydney, 13 February 2025
In the opinion of the Directors of Downer EDI Limited:
(a) The condensed consolidated half-year financial statements and notes set out on pages 19 to 41 are in accordance with the Australian
(i) Complying with Accounting Standard AASB134 Interim Financial Reporting and the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
(ii) The financial statements and notes thereto give a true and fair view of the Group's financial position as at 31 December 2024 and of its
performance for the six-month period ended on that date; and
(b) There are reasonable grounds to believe that Downer EDI Limited will be able to pay its debts as and when they become due and payable.
Australian Corporations Act 2001(Cth), including:
Signed in accordance with a resolution of the Directors made pursuant to Section 295(5) of the Corporations Act 2001 (Cth).
On behalf of the Directors
(c) The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 (Cth);
42

Becoming a substantial holder Change of Directors Interest Notic

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SDL — Solution Dynamics Limited: SDL 1H FY2025 Financial Results
2025-02-26
“INTERIM REPORT For the six months ended 31 December 2024 Transforming Global Customer Communications FY2025 1H Highlights For the six months ended 31 December 2024 • Net profit after tax declined 5.2% to $2.34 million and EPS of 15.9 cents • Revenue increased 14.6% • EB…”
DGL — Delegat Group Limited: DGL - Interim Results to 31 December 2024
2025-02-27
“Results announcement Results for announcement to the market Name of issuer Delegat Group Limited Reporting Period 6 months to 31 December 2024 Previous Reporting Period 6 months to 31 December 2023 Currency NZD Amount (000s) Percentage change Revenue from continuing…”