Ventia Services Group Limited logo

Appendix 4E Full Year Financial Report 2024

Full Year Results18 February 2025VNTIndustrials

Ventia Services Group Limited
ABN 53 603 253 541


Level 8, 80 Pacific Highway

North Sydney NSW 2060

AUSTRALIA


ventia.com

ASX and NZX Release



19 February 2025


Appendix 4E and 2024 Annual Report

Ventia Services Group Limited (ASX:VNT) today reports its results for the financial year ended 31

December 2024.

Attached is the Appendix 4E (Results for announcement to the market) and Annual Report for the

financial year ended 31 December 2024.

The following associated documents will be provided separately for lodgement:


• Notification of Dividend (Appendix 3A.1);

• Media Release; and

• Investor Presentation.


This announcement has been authorised for release by the Ventia Board.


-Ends-


For further information, please contact:


Investors Media

Chantal Travers

Jocelyn Harvey

General Manager Investor Relations

General Manager Marketing and Communications

chantal.travers@ventia.com

jocelyn.harvey@ventia.com

+61 428 822 375 +61 439 132 096


About Ventia

Ventia is a leading essential infrastructure services provider in Australia and New Zealand, proudly providing the services that

keeps infrastructure working for our communities. Ventia has access to a combined workforce of more than 35,000 people,

operating in over 400 sites across Australia and New Zealand. With a strategy to redefine service excellence by being client-

focused, innovative and sustainable, Ventia operates across a broad range of industry segments, including defence, social

infrastructure, water, electricity and gas, resources, telecommunications and transport.

Year ended 31
December 2024

Year ended 31

December 2023

Change Change

$'m$'m$'mPercentage

Total revenue6,105.5 5,676.4 429.1 7.6%

Profit from ordinary activities after income tax attributable to members of the parent entity220.2 189.8 30.4 16.0%

Profit after tax attributable to members of the parent entity220.2 189.8 30.4 16.0%

Dividends - Year ended 31 December 2024

Amount per

security

Final dividend 10.63 cents8.50 cents80%

Interim dividend9.35 cents7.48 cents80%

Key final dividend datesDate

Ex-dividend date27 February 2025

Record date for determining entitlement to the dividend28 February 2025

Date for payment of dividend7 April 2025

31 December

2024

31 December

2023

Net tangible assets backing per ordinary share(0.59)$ (0.68)$

The remainder of the information requiring disclosure to comply with ASX listing rule 4.3A is contained in the Operating and Financial Review section of the 2024 Directors’ Report and the

audited 2024 Financial Report, within the Ventia Services Group Limited Annual Report 2024, lodged with this Appendix 4E.

APPENDIX 4E - Annual Report for the Financial Year Ended 31 December 2024

Results for Announcement to the Market

VENTIA SERVICES GROUP LIMITED

ABN 53 603 253 541

Franked amount per security

2024
Redefining Service Excellence

Annual

Report

About this report
This Annual Report (‘report’) is a summar y of Ventia Ser vices Group

Limited’s and its controlled entities’ (together, the Group) operations,

performance and financial position for the year ended 31 December

2024. In this report unless otherwise stated, references to ‘Ventia’,

‘Group’, ‘us’, ‘we’ and ‘our’ refer to Ventia Ser vices Group Limited and

its controlled entities. References to ‘year’, ‘financial year’, ‘2024’ or

‘FY24’ all refer to the year ended 31 December 2024. All dollar figures

are expressed in Australian dollars unless otherwise stated.

Ventia recognises that transparent reporting is an essential

responsibility for our stakeholders. Our report has been prepared

with reference to the Integrated Reporting (IR) Framework

to communicate how our strategy, operational and financial

performance, and approach to environmental, social and governance

aspects aims to create value for stakeholders.

All sustainability-related content within this report has been prepared

with reference to the Global Reporting Initiative (GRI) Standards.

A GRI index is available in our 2024 Sustainability Databook which is

available on our website www.ventia.com/databook-24

Limited assurance for selected environmental and social metrics

within the annual reporting has been provided by Deloitte Touche

Tohmatsu (Deloitte). Ventia’s reporting criteria are outlined in the

Environmental and Social basis of preparation for the year ended

31 December 2024, which can be found on our website at

www.ventia.com/Reportingcriteria-24

Information prepared by third parties

Certain information contained in this report is based on information

prepared by third parties. Ventia does not make any representations

or warranty that this third party material is accurate, complete or up

to date.

Forward looking statements

This report contains forward-looking statements in relation to

the Group, including with respect to the Group’s business and

operations, financial position, and strategies. This report also

includes forward-looking statements regarding climate change and

other sustainability issues for Ventia, including the Group’s resilience

under climate scenarios.

While these forward-looking statements reflect Ventia’s

expectations as at the date of this report, they are not guarantees

or predictions of future performance or statements of fact. These

statements involve known and unknown risks and uncertainties,

which are beyond the control of Ventia. Many factors could cause

outcomes to differ, possibly materially, from those expressed in the

forward-looking statements.

We are Ventia

People are at

the heart of

our success.

Cover: Drone pilot operating a drone, Brisbane, Qld

Pictured: Young men from Wesley College’s Moorditj Mob Program perform

a dance ceremony at the Western Power contract launch in WA

Contents
Overview 2

Our strategic approach 14

Thriving people 26

Resilient and healthy environment 36

Local and diverse supply chain 48

Stronger customers and flourishing communities 52

Sustainable financial growth –

Operating and financial review 60

Governance 78

Directors' report 86

Remuneration report 96

Financial report 120

Other information 174

These factors include general economic conditions; changes in

government and policy; actions of regulatory bodies and other

governmental authorities, such as changes in taxation or regulation;

technological changes; the extent, nature and location of physical

impacts of climate change; and geopolitical developments. Ventia

makes no representation, assurance or guarantee as to the accuracy,

completeness or likelihood of fulfilment of any forward-looking

statement, any outcomes expressed or implied in any forward-

looking statement or any assumptions on which a forward-looking

statement is based.

In addition, there are also limitations with respect to

scenario analysis, including any climate-related scenario analysis,

and it is difficult to predict which, if any, of the scenarios might

eventuate. Scenario analysis is not an indication of definitive or

probable outcomes and relies on assumptions that may or may not

prove to be correct or eventuate, and scenarios may be impacted by

additional factors to the assumptions disclosed.

Except as required by applicable laws or regulations, the Group

does not undertake to publicly update, review or revise any

forward-looking statements, including scenario analysis or to advise

of any change in assumptions on which any such statement is based.

Past performance cannot be relied on as a guide for future

performance. Readers are cautioned not to place undue reliance on

forward-looking statements.

Non-IFRS information

This report contains International Financial Reporting Standards

(IFRS) and non-IFRS financial information. IFRS financial information

is financial information that is presented in accordance with all

relevant accounting standards. Non-IFRS financial information is

financial information that is presented other than in accordance with

relevant accounting standards and may not be directly comparable

with other companies’ information.

Any non-IFRS financial information included in this report has

been labelled to differentiate it from statutory or IFRS financial

information. Non-IFRS measures are used by management to assess

and monitor business performance at the Group and segment level

and should be considered in addition to, and not as a substitute for,

IFRS information. Operating metrics that are prepared on a non-IFRS

basis have been included in the segment commentary to support

an understanding of comparable business performance. Non-IFRS

information is not subject to audit or review.

Mihi

He tautoko te ahurea i ngā kawa me ngā tikanga o ngā Iwi

whānui o Aotearoa, me ka kawa me ka tikaka o ka Iwi whānui

o Te Waipounamu. We recognise and celebrate the culture

of manawhenua in Aotearoa and Te Waipounamu where our

teams respect local Iwi and communities across the country.

Acknowledgement of Country

Ventia would like to respectfully acknowledge the Traditional

Custodians of country throughout Australia and their

connection to land, sea and community. We pay our respect

to them, their cultures and to their Elders past and present.

View

our annual

report online

1

VENTIA ANNUAL REPORT 2024 |

Pictured: Ventia provides asset management and maintenance services including boat ramp maintenance for Port of Brisbane, Qld
2

| OVERVIEW

Auckland
Wellington

Darwin

Perth

Sydney

Adelaide

Hobart

Melbourne

Brisbane

Qld

NT

SA

NSW

ACT

Vic

Tas

WA

Canberra

About Ventia

Ventia is a leading essential services provider that makes

infrastructure work for communities across Australia and

New Zealand. We are an Australian Securities Exchange

(ASX) top 200 company, with a secondary listing on the

New Zealand Exchange (NZX).

We specialise across four diverse sectors providing the long-term operation, maintenance and management of critical

public and privates assets and infrastructure, including defence and social infrastructure, infrastructure services,

telecommunications and transport.

We are proud of our heritage and track record in delivering tailored outcomes for our customers and the communities

in which we operate.

Today Ventia has a large and diverse workforce of more than 35,000 people and operates in over 400 sites across

Australia and New Zealand, enabling us to deliver an extensive range of services for our customers and communities.

Key

V entia work sites across

Australia and New Zealand

35,000

400+

40%+

Workforce of employees

and subcontractors

Project sites throughout

Australia and New Zealand

of our people work in

regional and rural areas

3

VENTIA ANNUAL REPORT 2024 |

Pictured: Rig delivering well services in Surat Basin, Qld
FY24 financial highlights

1. Net profit after tax excluding the after-tax impact of amortisation of acquired intangibles assets.

2. Earnings before interest, tax, depreciation and amortisation.

We achieved strong financial results in FY24,

demonstrating our commitment to delivering growing

and consistent performance for our stakeholders.

Total revenue

$6,105.5m

 Increase of 7.6% on FY23

NPATA

1

$ 2 27. 9 m

 Increase of 12.8% on FY23

EBITDA

2

$499.3m

 Increase 7.3% on FY23

EBITDA margin

8.2%

In line with FY23

Operating cash flow conversion

91.4%

 Increase of 2.6ppt on FY23

Work in hand

$19.4b

 Increase of 6.7% on FY23

FY24 dividend

19.98 ¢

75% payout of NPATA

4

| OVERVIEW

5
VENTIA ANNUAL REPORT 2024 |

FY24 non-financial highlights
Pictured: Photo entry of NSW landscape by member of our Telecommunications team

Customer focusedInnovationSustainable Safety and people

Renewal rate

91.9%

as at 31 December 2024

Launch of new

AI trials

in FY24

Scope 1 and 2 emissions reduction

1

21.3%

since 2021

TRIFR

3

3.31

Increase of 0.6% on FY23

Revenue

$3.9b

from renewed contracts in FY24

Generative AI queries

1600

processed in FY24

Total electric and hybrid vehicles

427

in our light vehicle fleet as at 31 December 2024

SIFR

4


0.13

Increase of 18% on FY23

Cross-sell revenue

$115.8m

increase of 24% on FY23

VenSights annual views

1

300k+

in FY24

Social value contribution

$3.9b

in FY24

2


Participation by Women in

Executive Leadership Team (ELT)

50%

Increase from 33% in FY23

1. VenSights is Ventia's central enterprise-wide digital platform which delivers performance data and insights across our organisation.

6

| OVERVIEW

Customer focusedInnovationSustainable Safety and people
Renewal rate

91.9%

as at 31 December 2024

Launch of new

AI trials

in FY24

Scope 1 and 2 emissions reduction

1

21.3%

since 2021

TRIFR

3

3.31

Increase of 0.6% on FY23

Revenue

$3.9b

from renewed contracts in FY24

Generative AI queries

1600

processed in FY24

Total electric and hybrid vehicles

427

in our light vehicle fleet as at 31 December 2024

SIFR

4


0.13

Increase of 18% on FY23

Cross-sell revenue

$115.8m

increase of 24% on FY23

VenSights annual views

1

300k+

in FY24

Social value contribution

$3.9b

in FY24

2


Participation by Women in

Executive Leadership Team (ELT)

50%

Increase from 33% in FY23

Awards and Recognition

WINNER

2024 Base

Services

Contractor

of the Year

Base Services

Contractor Awards

Security and Estate

Group (Australian

Department of

Defence)

RECOGNISED

Inclusive

Employer

2024-2025

DCA Inclusive

Employer Index

Diversity Council

of Australia

THIRD

Best Places to

Work – Property,

Construction

& Transport

category

2024 AFR BOSS Best

Places to Work awards

Australian Financial

Review

1. Progress on all emissions targets are disclosed in the Resilient and healthy environment section pages 40-41, including progress on Scope 3 which increased in 2024.

2. Ventia calculates social value using the TOMs (Themes, Outcomes and Measures) framework using spend and employment data. Social value contribution,

as calculated in Ventia’s TOMs Pilot, quantifies economic and community benefits using Local Employment Value (impact of hiring locally) and Local Spend Value.

3. Total Recordable Injury Frequency Rate is calculated as number of recordable injuries divided by total hours worked (inclusive of subcontractors)

multiplied by 1,000,000 in a 12-month period.

4. Serious Injury Frequency Rate is calculated as the number of serious injuries divided by total hours worked (inclusive of subcontractors)

multiplied by 1,000,000 in a 12-month period.

7

VENTIA ANNUAL REPORT 2024 |

How we work
Our sectors

Defence and Social

Infrastructure

Infrastructure

Services

Expert

capabilities

Our Defence and Social Infrastructure business

is the number one provider of integrated

facilities management in Australia and

New Zealand and we are a strategic partner

to the Australian Defence Force.

Our capabilities include providing

maintenance and support services to public

and private customers across defence, social

infrastructure (education, health and state

government), housing and community (justice

and social housing), local government and

critical infrastructure.

Our Infrastructure Services business provides

comprehensive and multidisciplinary maintenance

and improvement solutions to a range of owners

and operators of critical infrastructure.

Our capabilities span across operations and

maintenance of utilities (energy networks,

renewable assets and water), resources and

industrial assets (mining and manufacturing),

and resources development, as well as complex

and large-scale environmental remediation and

rehabilitation services.

Financial

performance

Revenue

$2.6b

EBITDA

$180.6m

EBITDA margin

7. 0 %

Revenue

$1.3b

EBITDA

$109.9m

EBITDA margin

8.3%

Key project

wins in 2024

RENEWED CONTRACT

Homes NSW

Responsive and programmed

maintenance in New South Wales

NEW CONTRACT

Australian Defence Force

National Firefighting Services contract

for Defence Base Services

CONTRACT EXTENSION

NSW Public Works

Whole of Government (NSW Schools)

NEW CONTRACT

Western Power

Transmission and distribution maintenance

services panel contract in Western Australia

NEW CONTRACT

Seqwater

Operations and maintenance collaborative

asset services across South-East Queensland

NEW CONTRACT

Lightsource bp

Kowhai Park Solar Farm grid connections

Pictured:

Telecommunications

monopole, Brisbane

(Qld). Ventia's

Telecommunication

business provides

end-to-end services

for Australia and

New Zealand's

largest fibre optic,

mobile and critical

telecommunications

networks and

infrastructure.

8

| OVERVIEW

TelecommunicationsTransport
Our Telecommunications business is the largest

telecommunications infrastructure services

provider in Australia and New Zealand. We provide

end-to-end service capabilities spanning design,

supply, construction, installation, commissioning

and maintenance of the region’s largest fibre optic,

mobile and critical telecommunications networks

and infrastructure.

Our capabilities include civil construction,

energy solutions, high frequency and wireless

networks, operations and maintenance, project

management, engineering and design, and

building management systems and configuration.

Our Transport business provides comprehensive

asset management services to owners of transport

infrastructure, encompassing motorways and

tunnels, road networks, rail, ports, airports, and

public transport systems across Australia and

New Zealand.

Our capabilities include operations, maintenance,

and technology integration across the entire

asset lifecycle. We are the leader in incident

response across Australia and New Zealand and

our expertise extends to minor capital works,

temporary traffic management, and disaster

response and recovery.

Revenue

$1.6b

EBITDA

$199.6m

EBITDA margin

12.7%

Revenue

$632.4m

EBITDA

$46.3m

EBITDA margin

7. 3 %

NEW CONTRACT

Telstra

Strategic Field Maintenance, Design and

Construction Contract

NEW CONTRACT

NBN Co

On-Demand Business Deployment

and New Development Modules

NEW CONTRACT

Chorus

Fibre Frontier program

NEW CONTRACT

Transurban Group

CityLink Master Works Deed

NEW CONTRACT

South Australian Department of

Infrastructure and Transport (DIT)

River Torrens to Darlington Maintenance and

Incident Response (T2D)

NEW CONTRACT

Port of Brisbane Pty Ltd

Road Corridor Maintenance Services

9

VENTIA ANNUAL REPORT 2024 |

10
| OVERVIEW

Message from
the Chairman and

Chief Executive Officer

The breadth of favourable macroeconomic trends continued to support the growth

of our business in 2024. Ventia’s end-to-end capabilities, along with our extensive

national network in Australia and New Zealand, positions us well to capitalise on

the opportunities ahead.

Through implementing our corporate strategy to Redefine Service Excellence

we have gained further momentum supported by our three strategic

pillars – Customer Focus, Innovation and Sustainability. These have guided us

to deliver long-term value for our customers, communities, and shareholders.

At its heart, Ventia is a people business with a workforce of over 35,000 employees

and subcontractors. The collective efforts of our workforce have enabled us

to achieve a 91.9% renewal rate and grow our business through the award and

mobilisation of new and existing contracts. Several of these include a five-year

contract with Homes NSW, a five-year strategic partnership with Telstra and a

six-year firefighting contract with the Australian Defence Force.

We have consistently achieved sustainable financial performance, delivering

increased earnings and cash flow, and stable margins in line with our forecasts.

In 2024, our statutory revenue increased by 7.6% and our EBITDA of $499 million

increased by 7.3% compared to FY23. Our margin remained stable at 8.2%.

Importantly for shareholders, NPATA of $228 million increased by 12.8% due to strong

demand for our services and because of the scale benefits of our business model

and efficiencies. Pleasingly, this NPATA performance is at the top of the upgraded

guidance range for 2024.

Directors declared a final dividend of 10.63 cents per share, bringing the total

dividend for the year to 19.98 cents per share, a continuation of our 75% target

payout ratio and representing growth of 12.8% compared to last year.

Our success is underpinned by our commitment to the fundamental principles that

support our business: the health, safety and wellbeing of our people, our governance

framework and our dedication to implementing our strategy.

Ventia is a leading essential infrastructure

services provider across Australia

and New Zealand. We specialise in

the operation, maintenance and

management of critical public and

private assets and infrastructure

including defence and social

infrastructure, infrastructure ser vices,

telecommunications, and transport.

Pictured:

David Moffatt,

Chairman (left)

Dean Banks, Managing

Director and Group

CEO (right)

11

VENTIA ANNUAL REPORT 2024 |

In December 2024, Ventia received notification that the
Australian Competition Consumer Commission (ACCC) will

start civil proceedings in the Federal Court. Based on the

information available to date, we do not believe there has been

any misconduct by Ventia or the two named employees. Ventia

intends to defend these allegations.

Ventia is committed to ethical business practices and seeks

to uphold the highest standards of governance and risk

management, and we continue to focus on delivering high-

quality services to all our customers.

Health, safety and wellbeing of our workforce

The safety of our workforce remains our highest priority and

is our licence to operate.

At our AGM in May 2024, we acknowledged the passing of a

valued colleague in New Zealand. While the regulatory review

found no systemic risks to Ventia’s procedures and approach

to safety, like all tragic incidents, this caused deep reflection

and improved awareness within our business.

We have concentrated our efforts on communicating

safety ownership across our organisation and improving

accountability at all levels including reviewing our leadership

and governance, ensuring our strong safety culture encourages

anyone to speak up, and more regular reviews of risk protocols

and reporting.

In 2024, we formally launched our new safety measure

called the ‘Elevate Index’. This Index supports our internally

developed Elevate Safety Leadership Excellence program,

which is benchmarked against global safety practices and is

designed to deliver improved safety performance and enhance

Ventia’s safety culture through leadership behaviours. The new

Index comprises of eight key measures, equally balanced with

lead and lag indicators that provide a holistic measure of our

safety performance and cultural maturity.

People are at the heart of our success

At Ventia, we want our people to thrive. To achieve this, we are

committed to creating a diverse, engaged, capable and high

performing workforce that operates in a safe, fair, respectful

and inclusive environment.

Labour markets over the last 12 months have eased across

Australia and New Zealand, with the time to fill roles declining

and the number of applicants for each role increasing,

however competition for the best people remains challenging.

We aim to retain employees by providing in-house and

external training, career mobility, succession opportunities

and mentorship.

We are pleased to again be recognised in 2024-2025 as a

Diversity Council of Australia (DCA) Inclusive Employer,

which is one of the highest accolades in Australia to recognise

inclusive workplaces. As an essential services provider across

many communities, it is important that our workforce mirrors

the diverse communities we serve.

In 2024, we further embedded our three-year Reconciliation

Action Plan which sets out our targets to provide sustainable

employment for Aboriginal and Torres Strait Islander people.

Our Aboriginal and Torres Strait Islander employment rate

reached 3% and we will continue our efforts to improve this

rate in 2025.

We also launched our Women’s Participation Action Plan

which includes actions to help us collectively work towards

our female participation targets. In 2024, we welcomed two

new female executives to our Executive Leadership Team,

increasing our female participation from 33% to 50%, and our

Women in Senior Management increased from 26.6% to 30.8%.

During the year we trained over 500 leaders across our

business to help advance their leadership skills and drive

organisational effectiveness and operating success.

Ventia Academy, our central learning and development hub,

supported 695 employees to achieve nationally recognised

Certificate II – IV Diploma qualifications and we also delivered

36 specialised compliance programs to help bolster our

risk management practices and support our employees’

awareness of our compliance obligations.

Our strategy to Redefine Service Excellence

Ventia’s three strategic pillars, Customer focus, Innovation

and Sustainability guide our decision-making across the Group

and are integral to the delivery of superior value for customers,

shareholders and employees over the long term.

Ventia was awarded the prestigious Defence Base Contractor

of the Year in 2024 by the Department of Defence which

demonstrates our commitment to customer focus and

recognises our true team-of-teams partnership, our service

delivery and customer-centric approach with Defence.

We conducted a customer research program in 2024 to listen

to our customers. We received more than 90 survey responses

across 60 of our core customers to understand their first-hand

perspectives on doing business with Ventia.

The feedback indicated that many of our customers see

us as a trusted and reliable delivery partner. In 2025 we will

be introducing an enterprise-wide program that will enable

us to collect and analyse customer data and further embed

the voice of the customer across our organisation.

Our pathway to a more sustainable future

Sustainability is firmly embedded across our business.

As a leading essential services provider in Australia and

New Zealand, we have an important responsibility to create

a resilient and healthy environment.

In 2024, our Science Based Targets were validated by the

Science Based Targets initiative (SBTi) which outline our

pathway to net zero across all our emission scopes. The next

step is to improve and build on our climate transition plan

in 2025.

12

| OVERVIEW

1. Oxford Economics Australia (2024). Refers to the financial years ended 30 June.
As we work towards our targets, we are pleased to confirm

an 11.4% absolute reduction in market-based Scope 1 and 2

combined emissions from 2023. This reduction was supported

by meeting our electricity needs from renewable energy

sources, increasing solar generation in our workplaces and

sourcing more GreenPower in our offices and depots.

We also increased our hybrid and electric vehicles to 427

in 2024, resulting in 11.1% of our light vehicle fleet now

being either hybrid or electric. The largest contributor

to our footprint is from our Scope 3 emissions from the

goods and services we procure, and we are working closely

with our supply chain to pursue opportunities to reduce

these emissions.

We are committed to understanding and measuring the

social impact we are creating for the communities we

serve. Ventia is a leading member of the National Social

Value Taskforce in Australia and New Zealand which has

been instrumental in helping us to share and measure

our social impact across industries. The taskforce uses a

national framework called TOMS (Themes, Outcomes and

Measures) to measure and report social value to a consistent

and recognised standard. In 2024 Ventia proudly delivered

$3.9 billion in social value to the communities we serve.

Market trends supporting our growth

Overall, Ventia’s total addressable market for Maintenance

Services in FY25 is estimated at $83.4 billion

1

. This market

has displayed resilient and stable growth over time and is

predicted to continue to grow.

Oxford Economics Australia forecasts that our addressable

market will grow at a compound annual growth rate (CAGR)

of more than 6.4%, reaching over $100 billion by FY28.

The Maintenance Services market is supported by

favourable drivers underpinning organic growth of our

business. These include a growing asset base spurred by

publicly funded infrastructure projects and social housing

development, as well as population growth, outsourcing

and the energy transition.

As state and national governments and businesses

seek to meet their renewable targets, Ventia has an

opportunity to operate and maintain energy infrastructure

once it is constructed across a range of renewable assets

including solar, wind, geothermal and hydro-generation.

Traditional energy generation will also provide long term

services revenue.

The huge shift in digital connectivity and digital infrastructure

is also impacting how businesses operate, including Ventia.

This significant market trend is underpinning demand for our

services, particularly in our Telecommunications business.

Outlook

Looking ahead, Ventia is well positioned for 2025 and

beyond through our expert capabilities across our four

diverse sectors.

We have a stringent gated lifecycle process in place that allows

us to carefully control our project portfolio to ensure we are

managing project risk well and we are well positioned to grow

our footprint through existing and adjacent markets.

Our digital journey remains one of Ventia's top priorities.

Our single enterprise platform is our central nervous system.

Through this real-time system, data is collected and provides

valuable performance and operational insights at any time or

place through our digital platform called VenSights. Our goal

is to continue evolving this platform and focus on becoming

a truly data-driven organisation where insights fuel

decision-making and drive continuous improvement.

Over the next five years we are committed to implementing

our digital strategy which is focused on enhancing our Artificial

Intelligence (AI) capabilities, bolstering cybersecurity and

continuing to create a digitally advanced culture.

On behalf of the Ventia Board and Management Team,

we thank our customers for their continued partnership

in our pursuit to be a market leader in the delivery of

essential services.

To our workforce of 35,000, we express our sincere

appreciation for the effort, energy and enthusiasm you

bring to work every day.

Finally, we wish to thank our shareholders for their ongoing

support as we pursue the successful delivery of our strategy

to Redefine Service Excellence.



David Moffatt Dean Banks

Chairman Managing Director

and Group CEO

13

VENTIA ANNUAL REPORT 2024 |

Our strategic
approach

Pictured: Members of our energy networks team, Rocklea, Qld

Sustainable

Customer

focused

Innovative

Redefining

Service

Excellence

Be targeted

Embed voice of the customer

program to improve account plans

and customer segmentation

Secure new clients

Continuous improvement

in bid success rate by

bringing the ‘whole of Ventia’

to new bids and maintaining

strategy alignment

Renew contracts

Success on all major

renewals ($100m+)

Industry leading diversity

and inclusion outcomes

Deliver measurable impact through fairness,

inclusion and respect, and authentic

community and employee engagement

Innovating for our customers

Be known for solving challenges

in new and di€erent ways

Drive productivity

Standardise and

simplify to fully leverage

the benefit and potential

of our single enterprise

wide operating system

to create value

Enhance data and analytics

Engage with AI and emerging

technologies to drive full

transparency and

better informed

decision-making

Target net-zero emissions

Pathway to net zero emissions

defined with visible progress in

implementing emissions reduction

initiatives demonstrated and

emissions reductions achieved

in Scope 1 and 2

Deliver high standards of

corporate governance

Exceed industry and

society’s expectations of our

corporate behaviour

14

| OUR STRATEGIC APPROACH

Our strategy: focus for future growth
Our strategy to Redefine Service Excellence is central to how we create value

for our stakeholders. Our focus on our customers, innovation and sustainability

creates tangible and positive outcomes for our stakeholders. As we look to

the future, our priority remains on our core business. We see opportunities to

evolve our enterprise-wide platform and build further momentum in cross-sell

revenue, supported by industry tailwinds. We will consider ‘close to core’ growth

opportunities where we can leverage Ventia’s existing strengths.

Sustainable

Customer

focused

Innovative

Redefining

Service

Excellence

Be targeted

Embed voice of the customer

program to improve account plans

and customer segmentation

Secure new clients

Continuous improvement

in bid success rate by

bringing the ‘whole of Ventia’

to new bids and maintaining

strategy alignment

Renew contracts

Success on all major

renewals ($100m+)

Industry leading diversity

and inclusion outcomes

Deliver measurable impact through fairness,

inclusion and respect, and authentic

community and employee engagement

Innovating for our customers

Be known for solving challenges

in new and di€erent ways

Drive productivity

Standardise and

simplify to fully leverage

the benefit and potential

of our single enterprise

wide operating system

to create value

Enhance data and analytics

Engage with AI and emerging

technologies to drive full

transparency and

better informed

decision-making

Target net-zero emissions

Pathway to net zero emissions

defined with visible progress in

implementing emissions reduction

initiatives demonstrated and

emissions reductions achieved

in Scope 1 and 2

Deliver high standards of

corporate governance

Exceed industry and

society’s expectations of our

corporate behaviour

15

VENTIA ANNUAL REPORT 2024 |

How we create value
We create value for our

stakeholders as we

pursue our purpose to

make infrastructure work

for communities across

Australia and New Zealand.

Through our operations

and maintenance ser vices,

we are committed

to building stronger

customers and more

resilient and flourishing

communities.

Our strategy is central to transforming inputs into our

business into long-term value for our stakeholders. We are

committed to developing thriving people through providing

a high-performing workplace that operates in a safe,

diverse and inclusive environment.

Ventia’s approach to environmental sustainability

involves managing our impact on the environment

through our operations and services, and impacts to our

business through climate-related risks and opportunities.

This includes monitoring and measuring the waste we

generate, the energy we use and the emissions we create

directly and indirectly throughout our value chain.

We support local economies through developing a local and

diverse supply chain, procuring 99% of our goods and services

from a range of local businesses and communities. We strive

to create stronger clients through our whole-of-Ventia offering

and providing innovative and effective solutions for our clients

and communities.

For shareholders and the investment community, we aim to

deliver sustainable financial growth and deliver investment

returns through dividends and other capital management

initiatives we may undertake. We generate a sustainable cash

flow though our operations and services and reinvest capital

to support the growth and innovation of our business and the

development of our people.

Environmental

capital

The renewable and non-

renewable environmental

resources we use.

Manufactured

capital

Our physical assets,

offices and technology.

Social and

relationship capital

Our relationships and

collaboration with all

stakeholders.

Financial capital

Our financial resources

available for deployment.

Inputs

Human and

intellectual capital

Our employees and

subcontractors, knowledge,

systems and policies.

16

| OUR STRATEGIC APPROACH

Resilient and healthy
environment

Committed to achieving

our science based targets

including reaching net

zero by 2050. Resource

efficiency and climate

resilience.

Stronger

customers and

flourishing

communities

Our whole-of-Ventia

offering and knowledge

provides innovative

and effective solutions

for our clients and

communities.

Local and diverse

supply chain

We create value

through the

development of a local

and diverse supply

chain. We advance

sustainable and ethical

procurement.

Sustainable

financial growth

We aim to deliver

sustainable financial

growth for our

shareholders.

OutputsValue creation

Thriving people

An engaged, capable

and high-performing

workforce that

operates in a safe,

diverse and inclusive

environment.

Sectors

Defence & Social

Infrastructure

Infrastructure

Services

TelecommunicationsTransport

S

e

r

v

i

c

e

s

M

a

i

n

t

e

n

a

n

c

e

O

p

e

r

a

t

i

o

n

s

Sustainable

focused

Innovative

Redefining

Service

Excellence

We create value through the services we provide

17

VENTIA ANNUAL REPORT 2024 |

Long-term relationships
We have many customer relationships,

including some that stretch a decade or

more. Long-term partnerships are built

on trust and consistent performance.

Our ability to achieve results and

meet our customers' goals helps build

confidence in our partnerships and

is evidenced by our continued high

renewal rates.

Scale and national platform

Our national presence across Australia

and New Zealand offers our customers

the advantage of scale without

compromising on localised expertise.

Through delivering large-scale

infrastructure services or providing

targeted solutions, our seamless

delivery across diverse sectors helps

our customers succeed regardless of

the scope of their operations.

Enterprise-wide platform

Our established enterprise-wide

platform drives consistency and

operating efficiencies for the benefit

of our customers, supported by

a commitment to continuous

improvement and innovation. We adapt

quickly to changing needs, applying

fresh thinking to optimise processes

and drive efficiency.

Breadth and depth

of service offering

End-to-end infrastructure services

enables our customers to address a

wide range of needs through a single

trusted partner. From multi-disciplinary

projects to specialised, sector-specific

solutions, our customers can leverage

our expertise and capabilities to enhance

both efficiency and effectiveness across

the board.

Commitment to sustainability

Sustainability is a key pillar of our

operations, supporting our customers

in achieving their environmental, social

and governance goals. Our commitment

to driving positive environmental, social

and economic outcomes, ensures that

our partnerships are centred in shared

values of social responsibility and

sustainable progress.

Strong commitment to

people and safety

People are at the heart of our success.

With a workforce of over 35,000 people,

we are committed to creating an

inclusive, diverse and safe workplace.

Safety is our licence to operate and

our commitment to safety means our

people and customers can operate

with confidence, knowing projects are

managed to the highest safety standards.

Why our customers choose us

Our strategy to Redefine Service Excellence

helps to differentiate Ventia

18

| OUR STRATEGIC APPROACH

Our operating market
Market tailwinds provide growth opportunities

Our addressable market continues to show positive momentum, reflecting the

increasing demand for essential maintenance services across a broad range of

sectors. In FY25 Oxford Economics Australia estimates our addressable market

is A$83.4 billion and is projected to grow to $100.4 billion by FY28, reflecting a

compound annual growth rate (CAGR) of 6.4%.

A key factor in this expansion is the significant public investment in roads, rail,

electricity, and water projects, bolstered by government funding programs.

These developments drive a growing asset base, which in turn opens sustained

opportunities for us across key sectors.

In New South Wales and New Zealand we have actively participated in disaster

relief efforts and recovery from natural disasters such as flooding events.

These support our market potential as they drive immediate and large-scale

rehabilitation projects particularly in transport infrastructure. We are also well-

positioned to capture growth from the rising demand for maintenance in the

electricity and utilities sectors, driven by the transition to renewable energy and

net-zero emissions.

The combination of asset growth, public investment, and an evolving

infrastructure landscape creates a favourable environment for our continued

expansion strengthening our market position.

Outsourced Maintenance

Services addressable market size

Australia and New Zealand ($b)

1

27.1

10.9

36.7

8.7

FY25

83.4

28.4

11.5

39.9

9.2

FY26

88.9

29.5

11.9

43.2

9.9

FY27

94.4

30.9

12.0

47. 2

10.3

FY28

100.4

Defence and Social

Infrastructure

Telecommunications

Infrastructure

Services

Transport

1. Oxford Economics Australia (2024). Refers to

the financial years ended 30 June. Numbers

represent current price (nominal value).

Pictured: Night works at Sydney Harbour Tunnel, NSW | Picture by: Steven Markham

CAGR: 6.4%

19

VENTIA ANNUAL REPORT 2024 |

Market trends
supporting our growth

Population growth

Net overseas migration is driving a surge in population

growth, with Australia’s population expected to reach

28 million by 2026. Heightened population growth over the

short to medium term is expected to almost fully account for

the below-trend growth during the COVID-19 pandemic.

This growth, particularly in urban centres, is leading to higher

density and congestion, placing considerable pressure

on existing infrastructure. As cities expand, there is an

increasing need for new infrastructure projects, particularly

in transport, utilities, and social services, to accommodate

the growing population.

Public and private sector spending on infrastructure is

driving the overall size and growth of Australia’s asset base,

which is likely to result in increased maintenance spending

over the medium to long term.

Large and growing asset base

The size and growth of the infrastructure asset base is

driving the long-term requirement for maintenance services.

According to Oxford Economics Australia, over the past two

decades, the capital stock has steadily grown at an average

of 3.6%, reaching $3.35 trillion in FY23 largely driven by

economic activity and directly via construction.

The last eight years have seen relatively slower asset base growth

with the end of the mining boom in the 2010’s. This, coupled

with increased asset use and the desire to drive assets harder

and longer, results in an increasing need for maintenance and

minor capital works activity, the latter often as ‘temporary’

fixes until major rebuilds are undertaken or new assets built.

Energy transition and climate change

The energy transition is a long-run driver of the maintenance

market. An increased focus on energy stability and security

continues to drive significant investment in the energy

transition, including renewable energy generation and

transmission and distribution work. This shift will impact

both the volume of investment required and the path of

future maintenance activity.

Several large coal plants are expected to retire over the

coming decade, and it is anticipated that renewables will

be the main replacement, which will require significant

upgrades to electricity transmission networks to support

new generation sources.

Outsourcing rates

The outsourcing of maintenance activities remains a stable

trend in the infrastructure market, with outsourcing rates

forecast to average 59% of the total maintenance market

to FY28.

Despite an anticipated increase in the total maintenance

market, proportionate increases across both in-house and

outsourcing maintenance work are forecast to keep the share

of outsourcing consistent over the coming years.

Although there are discussions around governments

potentially shifting towards insourcing, outsourcing continues

to be a key feature in our sectors. Long-term contracts and

a dedicated workforce ensures consistent service delivery,

providing value and reliability.

Pictured: Ventia delivers Transmission & Distribution services at Danseys Pass, South Island, NZ

20

| OUR STRATEGIC APPROACH

Cost escalation and inflation
Inflationary pressures have eased in the past year as

international pressures have subsided. Following a peak in

the headline consumer price index (CPI) of 7% in March 2023,

inflation has cooled to 2.4% in December 2024. This reduction

has been driven by cooling of growth in materials and

commodities costs.

Pressure does, however, remain on growth in labour costs,

which has remained elevated through 2024. This reflects

a continued tight labour market, although one that has

substantially cooled in the past year.

Technology and automation

In a market where labour and capital inputs are limited,

and where demand for output is rising, digital productivity

improvements offer the critical link to minimising capacity

and capability risks, enhancing industry sustainability and

lowering infrastructure costs.

Importantly, digitalisation offers a potential solution

to reduce capacity constraints across the supply chain.

Current constraints are likely to persist, with broad

infrastructure demands increasing across the coming

decade due to robust population growth, investment in

the energy transition, and new projects coming online.

The ability to improve productivity through modernisation

and digitalisation will be critical in meeting this rising demand.

Pictured: A member of our water team performing an

inspection at a wastewater treatment plant, Rocklea, Qld

Pictured: Members of our water team at a

wastewater treatment plant, Rocklea, Qld

21

VENTIA ANNUAL REPORT 2024 |

Digital technologies drive performance
Digital technologies are the backbone of our business,

actively supporting our operations and workforce and

enabling us to manage risk, improve safety and wellbeing

and pursue our innovation strategy.

Strategic focus

Our digital journey remains one of Ventia’s highest priorities.

Having the right platforms in place and fostering a digitally

advanced culture makes us more agile, resilient, competitive

and adaptive in a fast-evolving digital world.

Over the next five years, we are committed to creating a

secure, connected enterprise with a key focus on modernising

our operations to deliver differentiation and value for our

customers. Our priorities are focused on enhancing our

Artificial Intelligence (AI) capabilities, bolstering cybersecurity,

and continuing to evolve into a data-driven organisation.

In 2024, our digital strategy gained momentum as we

continued to rationalise our technology capabilities and

further explore opportunities to incorporate new and

emerging technologies into our business such as AI and

digital twins.

We are investing in the digital skills of our entire workforce

and shifting to leaner and automated processes to simplify

our ways of working for our people and our customers.

Using AI to improve efficiency

Ventia's AI strategy was developed in 2024, and the

Board approved the Responsible AI framework and

associated roadmap, providing a vision to responsibly

deliver Ventia's services in a safe and more sustainable

way, while optimising data-driven insights. As part of

this strategy, we have developed and tested several

Ventia AI tools.

In 2024 we piloted a new AI tool to automate the

processing of documents submitted by our contractors.

As the scale of Ventia has grown, manual review was

creating a bottleneck. Using Generative Artificial

Intelligence (GenAI) we have extended traditional process

automation to identify follow-on work, reduce risk and

ensure compliance with project requirements. In 2025,

this tool will be operationalised delivering cost-savings,

optimising revenue and improving customer service.

Pictured: Ventia Operations Centre, Vic

22

| OUR STRATEGIC APPROACH

WINNER
Team of the Year –

Talent Award

Ventia Digital Services Team

2024 Australian CIO50 Awards

WINNER

Asset Management

Information Management

Award 2024

Recognition of Ventia’s

Metabase Interactive Dashboard

project across our Defence

Base Services contract

Asset Management Council

Excellence Awards

Asset Management Council

Awards and

Recognition

We also co-developed a GenAI tool to streamline our bid

process. This tool will reduce the amount of time it takes

to find and collate significant amounts of content and

information, tailored to customer requirements. This will

enable our bid managers to improve the quality and win

potential of our proposal submissions.

In 2024, our AI-enabled wellbeing pilot saw 90% of the

Digital Services team opt in to a new wellbeing chatbot that

assessed their energy levels and we then instantly designed

a personalised 12-week curriculum to overcome and prevent

burnout. The three-month program achieved a 150% increase

in the number of team members in very good or excellent

health while simultaneously reducing the numbers vulnerable

to, or experiencing burnout by 33%. The next release of the

program will be piloted in FY25.

Ventia has enhanced its VenSights reporting platform

through the integration of Microsoft's Copilot generative

AI technology. This enables automated data summarisation

and intelligent insights across our extensive Power BI

reporting environment, without additional operational costs.

The deployment of this application positions Ventia at the

forefront of AI-driven business intelligence, aiming to deliver

measurable value through accelerated reporting cycles and

enhanced analytical capabilities.

Trial of enhanced rostering software

Our transformation team in our Defence business

commenced trialling a new cloud-based human resource

application in 2024 that simplifies employee rostering,

timesheet management and workplace communication.

There are multiple benefits to standardising rostering

across our business, including removing manual processes,

reducing reliance on paper-based processes and providing

an improved, consolidated view of staffing availability

across multiple sites.

Early results are encouraging with wage leakage, off-cycle

pay runs and overpayments significantly decreasing. We are

currently undertaking a wider company review and working

through how to scale this technology more broadly across

our business.

Investments in cyber security

In July 2023 we experienced our first significant cyber

incident. Since then, Ventia has integrated our learnings

to improve our resilience and better safeguard against

future threats. Investments in independent threat and risk

assessments have formed the foundations of Ventia’s Cyber

Security program which provides quantifiable benchmarks

against industry leading frameworks and drives greater

confidence in our cyber posture across our organisation.

In 2024, we successfully achieved our ISO27001 re-certification

and improved our risk management processes and capabilities

across our organisation. Ventia improved governance of

cyber risk mitigations and company-wide campaigns on

cyber awareness and education, ensuring cyber security

is everyone’s responsibility.

Looking forward, our strategy is to build on our strengths

and drive further confidence in our cyber security capabilities

and establish closer relationships with Australian Government

agencies and industry partners.

Data and outlook

Our core Enterprise Resource Planning (ERP) platform is

our central nervous system. ERP is an integrated system

that helps us run the entire enterprise, supporting finance,

human resources, supply chain and more. The real-time

data collected through our single ERP platform provides

valuable performance and operational insights on our

projects at any time or any place through our digital platform

called VenSights. Additional dashboards provide a view on

how our business is performing across core areas such as

safety, health, sustainability, people and customer service.

We have made significant progress on building a digital

ecosystem that not only supports our current operations

but is ready for future customer and employee demands.

Our goal is to continue evolving into a truly data-driven

organisation where insights drive our decision-making.

23

VENTIA ANNUAL REPORT 2024 |

Creating value through innovation
HVAC system saves energy

Ventia piloted a program to trial a battery-powered

heating, ventilation and air conditioning (HVAC) system

on Ventia trucks to enable the air conditioning to run

without keeping the engine idling.

Ventia’s incident response teams are often required to

wait for long periods at incident and maintenance work

sites and need to keep the air conditioning idling in

soaring temperatures to remain cool and alert.

Through collaboration with external partners, a

functional new solution, the HVAC, was developed

and then installed on several Ventia trucks. The HVAC

system is battery powered, therefore the engine doesn't

need to keep running, which reduces fuel consumption,

greenhouse gas emissions and associated wear and

tear of Ventia trucks.

The pilot has proved to be technically and operationally

successful, achieving a per vehicle cost saving of up to

$12,800 and emissions savings of 15 tonnes per annum.

Case study

WINNER

Best Mobile

Partnership/ Initiative

Partnership with Optus - 5G mobile

coverage for Stadium Australia

2024 CommsDay Edison Award

WINNER

Business Innovation Award

2024 ABA100® Business

Excellence Awards

Australian Business Awards

Awards and

Recognition

Since trialling this initiative, we have begun to scale this across

our business to similar vehicles in our fleet and will continue to

roll out this initiative in 2025.

Pictured: HVAC truck

In 2024, we launched a new forward-looking innovation

strategy that articulates where we will direct our resources

to build innovation and deliver continuous improvement.

We are focused on imagining, testing and implementing

new, innovative customer-focused solutions and expanding

our AI toolkit to new areas of our business.

Ventia was recognised for our innovation in providing 5G

mobile coverage in partnership with Optus for Stadium

Australia. Utilising cutting-edge technology, Ventia helped

to provide improved bandwidth, faster speeds, and greater

reliability for all attendees at Stadium Australia.

At the sector level, we are currently running a pilot in our

transport business using AI to optimise the safety of our

mobile plant by using video analytics to initiate a vehicle

alarm when someone enters a pre-defined exclusion zone.

As part of our innovation strategy, we continue to

build effective partnerships. Within our business, our

operational teams partner with Digital Services and other

group functions to build on our innovation capabilities.

Externally, we are working in collaboration with companies

like Taronga Ventures and Amazon Web Services to unlock

new opportunities, such as streamlining our bid process.

Importantly, our employees want to contribute and

be part of our innovation success. By listening and

interacting with our employees on innovation, we strive to

differentiate ourselves as an employer of choice by building

a forward-thinking workplace.

24

| OUR STRATEGIC APPROACH

Ventia’s Comms Trailer:
Rapid remote deployment and resilience

Ventia’s Humanitarian Assistance and Disaster

Relief (HADR) Communication Trailer is an example

of innovation at Ventia and was soft launched

at the Land Forces Defence Exposition in 2024.

The trailer is designed to provide rapid deployment

of communication capabilities, enabling seamless

coordination between military, emergency services,

and civilian agencies during disaster relief operations.

This is enabled through partnering with industry,

in particular L3 Harris for the retransmission activity.

The HADR Communication Trailer is an advancement in

disaster relief technology and allows for the establishment

of communication networks in disaster-stricken areas.

This capability ensures that aid efforts can be coordinated

more effectively and efficiently, reducing response times

and improving overall disaster management. The trailer

is self-sufficient and operates autonomously off-grid,

powered by solar panels and a generator. This resilience

ensures continuous operation, providing reliable

communication support when it is needed most.

The Australian Defence Force will trial using the trailer

at two major upcoming military exercises.

Equipped with commercial space internet capability,

the HADR Communication Trailer offers robust and

reliable communication channels. This technology

enables real-time data transmission and connectivity,

facilitating better coordination among all involved

agencies. This versatility ensures that all stakeholders

can stay connected and informed, enhancing the

overall effectiveness of disaster relief efforts.


When considering the Whole of Government

environment in Australia: the resounding

message we receive is having some common

systems across agencies is important.

This ensures that agencies, including the

Australian Defence Force can communicate

with each other in times of national stress and

in the national interest. The communications

trailer that has been designed and built

by Ventia is a great step to progress the

technology to enable cross agency comms.


L3 Harris is proud to work with Ventia

on this effort.



Scott Harris

Regional Managing Director Aust/NZ,

International Sales – L3 Harris

Case study

Pictured: Comms trailer in Australian bushland | Photo by: maytheevoran (stock.adobe.com)

25

VENTIA ANNUAL REPORT 2024 |

1. Measured by EROAD. Star ratings are based on driver standards in comparison to EROAD driving population. To be a 5-star driver, you need to be in the top 10% of the
EROAD driving population.

Thriving

people

Highlights

Safe for Life frontline

leaders trained

830+

Ventia leaders trained in

Elevate safety program

455+

increase in 4-and 5-Star

1


Ventia drivers 

58%

Pictured: Members of our Firefighting & Rescue Services team, Oakey, Qld

Safety is our licence to operate

Our focus is on creating a safe and healthy

workplace. We do this by ensuring a culture of

safety ownership and accountability at all levels

of our organisation through empowering our teams

to anticipate and manage safety risks.

26

| THRIVING PEOPLE

80%
40%

80%

40%

80%

40%

80%

40%

40%

80%

80%

40%

40%

80%

40%

80%

 deterioration of 18% on FY23

Our approach to health and safety is overseen by our

Board and the Safety and Sustainability Committee

through our governance model, leadership principles

and operational disciplines. These principles and initiatives

are implemented by our leaders across our organisation

through our safety strategy, critical risks and agreed safety

performance indicators.

Even with our strong focus on safety training and systems,

it is with great sadness that we reported a fatality of a Ventia

employee in March 2024 in New Zealand. This tragic incident

shifted our safety mindset to implement focused initiatives to

share our knowledge, adopt best practices and embed safety

innovation. In 2024, we continued to implement existing and

new safety initiatives and programs.

Elevate Index

We developed a new holistic safety metric, the ‘Elevate Index’,

which is designed to provide a balance between measures

of leading and lagging indicators and cultural maturity.

The Index consists of eight key metrics: Total Recordable

Injury Frequency Rate (TRIFR), Return to Work (RTW)

<13 weeks, Critical Risk Assurance Activities, Critical Event

Reporting Lag, Critical Event Action Closure, Compliance

Training, ‘4- and 5-Star’ Drivers, and Leader Learning

Conversations. The Index combines these eight metrics,

to give an overall score of performance as a percentage.

The baseline score in January 2024 was 73% compared to

82% in December 2024 which show an improvement and has

enhanced decision-making at all levels of our organisation.

SIFR

2

0.13

in FY24

0.29

0.11

202220232024

0.13

1. Total Recordable Injury Frequency Rate

2. Serious Injury Frequency Rate

TRIFR

1

3.31

in FY24

 deterioration of 0.61% on FY23

202220232024

3.31

3.71

3.29

Elevate Index chart

TRIFR

Critical Event

Reporting Lag

Critical Event

Action Closure

RTW <13 Weeks

4 & 5 Star Drivers

LLCs

CRP Assurance

Activity

Compliance

Training

27

VENTIA ANNUAL REPORT 2024 |

Leader Learning Conversations
Leader Learning Conversations (LLC) provide leaders with

an invaluable opportunity to engage in an open two-way

discussion with employees about safety and to foster a culture

of transparency, accountability and continuous improvement.

To improve engagement, we strengthened our LLC process

in 2024 by introducing additional reporting criteria that has

resulted in a 231% increase in actions to improve safety across

our business and a 73% increase in the reporting of hazards.

New Zealand Safety Climate Survey

We partnered with a leading industry provider to deploy a

Safety Climate Survey across our New Zealand business in

2024. Aligned with our safety commitments, this inaugural

survey received above target response rates and provided

insights on workplace safety, empowerment to stop work and

the reporting of hazards and risks, as well as the expectations

we place on our subcontractors. A working group of cross

sector representatives was mobilised to create a program

of work to address survey feedback which included an

increased focus on leading safety activities, development and

launch of a reward and recognition scheme, and an in-depth

review of resources to address safety across our workplace.

Discussion groups with team representatives also encouraged

strong consultation and validation of work practices at

operational levels of our business. This survey will be extended

to our Australian business in 2025.

Stop Work Authority

We encourage all our employees to stop work if they feel their

own safety or the safety of others in the workplace is at risk.

All employees are issued with a Stop Work Authority card.

We have reinforced and strengthened the use of this authority,

ensuring our employees feel secure to stop work in challenging

or unsafe situations until everyone's safety is assured. In 2024,

568 Stop Work Authorities were used and our teams continue

to embed this important practice.

Road safety: safe driving excellence

Driver safety is a key critical risk for Ventia. Over 5,000 drivers

traversed across Australia and New Zealand in 2024, travelling

over 81 million kilometres. As driving and remote travel are the

highest risks, we target safe driving behaviours as part of our

annual ‘All Roads Lead to Home’ campaign, which focuses on

making every journey safe.

This integrated internal communications campaign provided

information and resources on road safety and included

masterclass sessions on safe driving, which contributed to

an improvement in driver behaviours as monitored through

our EROAD platform. We also deployed a new EROAD

1

feature

called ‘Drive Buddy Fatigue – Driver Alerts’ to mitigate

driver-related fatigue.

The campaign contributed to a 58% increase in 4- and 5-Star

drivers (as measured by EROAD) and a 29% reduction in

driving related infringements.

Healthy Minds and Healthy Bodies

We invested in our mental health program across the

year aimed at creating and sustaining a mentally healthy

workplace. Through our award-winning mental health training,

we onboarded 85 new Healthy Minds Champions and over

400 Healthy Minds Leaders who are advocates for mental

health and help support employees across our workplace.

We also implemented our Healthy Bodies Early Intervention

program, which provides immediate no-cost medical

assistance for Ventia employees and subcontractors via our

third-party workplace medical treatment partner. In 2024,

we experienced a 13% increase in participation in the program

and we plan to further embed Healthy Bodies in 2025.

Pictured: Two Ventia employees in a Ventia hybrid vehicle in NSW

Pictured: We onboarded 85 new Healthy Minds Champions

this year as part of our mental health program, ‘Healthy Minds’

1. EROAD is Ventia's fleet management and technology partner

28

| THRIVING PEOPLE

People are at the heart of our success
We are committed to building a thriving workforce where

everyone can grow, contribute, and succeed. Our culture is

shaped by our values of collaboration, integrity, challenge

and ingenuity.

Building capabilities at all levels

Our positive retention trend continued to build in 2024

illustrated by a reduction in turnover. This was achieved

through listening to our employees, increasing our training

and development, and focusing on employee engagement

throughout the year.

Ventia Academy, our central hub for internal training and

career development, played a pivotal role in driving this

engagement. Ventia Academy equips our employees with the

resources and connections they need to learn, grow and build

fulfilling careers within Ventia.

This year, we focused on developing our senior leaders.

A combination of in-person and virtual programs facilitated

valuable connections between team members, our Executive

Leadership Team and industry experts. These programs

fostered alignment with Ventia's strategy and deepened

our leadership team's understanding of enterprise leadership.

Over 500 employees participated in leadership development

programs during the year, strengthening our leadership

capabilities. Our internal Registered Training Organisations

in Australia and New Zealand supported 695 employees

to obtain nationally recognised certifications, including

405 employees who were awarded job-aligned

Certificate II – IV and Diploma qualifications. In addition,

we delivered 36 specialised compliance programs to

strengthen our risk management culture.

2024-2025

Inclusive

Employer

Highlights

employees participating

in leadership development

programs

500+

Pictured: Ventia employees at the Square Kilometre Array Observatory (SK AO) telescope site in Murchison, WA

Ventia Academy hosted its first Virtual Career Fair during

National Careers Week in 2024. This event, along with

the development of comprehensive career education

resources, provided employees with the tools and

knowledge to proactively manage their career paths.

We also launched an internal Career Champions program

to empower our employees to take ownership of their

career journeys by connecting them with internal mentors

who offer guidance, resources and networking support.

Fairness, Inclusion, and

Respect (FIR) Champions

100

29

VENTIA ANNUAL REPORT 2024 |

Attracting and retaining talent
There is much more to employee attraction and retention

than just salary. Creating a culture where diversity, inclusion

and flexibility are championed, is essential for attracting

and retaining local talent on merit and fundamental

to strengthening community ties, boosting employee

engagement, productivity and overall business success.

Merit at Ventia means fair opportunity, where effort and

capability determine success.

Local talent is important to Ventia, with 91% of our

employees living locally and bringing a vested interest in their

communities. Our Talent Acquisition teams are based across

Australia and New Zealand, focusing on a diverse pipeline.

In 2024, we partnered with organisations such as

CareerSeekers, Soldier On, and Working Parents Connect,

and engaged in events such as the Be Deadly Jobs Fair and

the Australian Defence Force Transition Seminar. These efforts

included networking opportunities and work experience

placements for local people.

We are committed to developing future leaders. This year,

we again implemented our award-winning graduate program

to offer accessible pathways for individuals to develop skills

and acquire experience placing us 38

th

in the Australian

Financial Review's Top 100 Graduate Employers list for

the 2024 intake.

Pictured: Women's Networking Event

in New Zealand for Ventia employees

WINNER

Best Health and

Wellness Program

2024 Defence and National Security

Workforce Awards

Defence Connect

WINNER

Executive of the Year 2024

Andrew Barlett, General Manager,

Defence Base Services contract

2024 Australian Defence

Industry Awards

Defence Connect

Awards and

Recognition

Employee relations

Our employees are covered by industrial instruments,

including Modern Awards, Enterprise Agreements,

Collective Employment Agreements, and Individual

Employment Agreements. This reflects the composition of

our workforce from school leavers and apprentices to highly

skilled employees.

In 2024, we had 32 Enterprise Agreements approved in

Australia and four Collective Employment Agreements

take effect in New Zealand. We will continue this positive

momentum, working collaboratively with our employees

and their bargaining representatives to secure mutually

beneficial outcomes.

Creating a fair, inclusive and

respectful workplace

For the second year running, we are proud to be recognised

as a Diversity Council of Australia (DCA) Inclusive Employer.

We have expanded the number of employee network groups

dedicated to fostering inclusion and amplifying diverse

voices. These groups provide safe spaces for employees to

connect, share experiences, and advocate for equity, thereby

strengthening our commitment to Fairness, Inclusion, and

Respect (FIR) principles.

Furthermore, we launched a new FIR Champion program,

empowering over 100 employees to actively promote FIR

values, challenge discriminatory behaviours, and contribute

to a more inclusive and respectful workplace.

30

| THRIVING PEOPLE

Gender balance across our organisation is integral to
our success. Through a range of initiatives, we aim to

create a more inclusive environment that benefits all genders,

encourages collaboration, and drives innovation. Our approach

ensures that everyone is valued, respected, and supported

in achieving their fullest potential. In 2024, we achieved our

HESTA 40:40 vision goal, with women's representation on our

Board increasing from the prior year to 42.9% (up from 37.5%)

and reaching 50% on our Executive Leadership Team

1

(up from

33.3%). Women in Senior Management (WISM

1

) increased to

30.8% from 26.6% and female participation in our workforce

reduced slightly from 31.6% to 30.9%. We continue to build

a diverse pipeline of talent including through our graduate

program, with 53% of this year's intake being women.

WINNER

Diversity and Inclusion

within the Workspace team

Erin Flannery, Project Services

Operations Director, Ventia

2024 National Association of Women

in Construction (NAIWC)

WINNER

Young Facilities

Professional of the Year

Shannon Lester, Facilities

Manager, Ventia

FM Industry Awards for

Excellence 2024

Facility Management Association

Awards and

Recognition

Gender diversity

Our gender pay gap

In Australia, we submitted our 2023-2024 gender pay gap data

to the Workplace Gender Equality Agency (WGEA) as required

by the Workplace Gender Equality Act.

Ventia acknowledges the gender pay gap within our workforce,

which reflects the difference in earnings between men and

women. While we pay equally for like-for-like roles, a gender

pay gap still exists. This gap is influenced by the broad mix of

industries and occupations within our company where the

gender composition varies. We are committed to achieving

pay equity across all our operations and, we have made

progress with our total remuneration median gender pay gap

narrowing from 39.1% to 35.3% in FY24.

This year, we have worked to close the gender gap by

conducting annual pay equity reviews, actively recruiting

women into senior leadership positions, leveraging data

insights to monitor our progress and focusing on initiatives

outlined in our 2024-2026 Women's Participation Action Plan.

2024-2026 Women's Participation Action Plan

This plan aims to drive gender diversity through

tailored enterprise-level and sector-specific activities.

Key objectives include:

• Develop: enhance development opportunities informed by

and for women enabling them to progress into more complex,

managerial or senior roles

• Retain: increase understanding, value and recognition of

women with a flexible and supportive workplace environment

• Attract: create pathways into employment that attract women

at all levels, into managerial and male-dominated roles

The new action plan is successfully advancing women's

development and careers within our organisation.

Key initiatives this year include a strengthened Women's

Employee Networking Group, targeted career support at the

Virtual Careers Fair, expanded mentoring through Community

Connect, increased ‘Women Leading’ program participation

and engagement in external leadership summits.

While progress has been made, we recognise that more work is

required to continue to achieve our women participation goals.

We are committed to furthering these goals through continued

investment in policies, practices and initiatives that support

women and their experiences at all levels of our business.

Supporting men in our workforce

We equally focus on and support men in our workforce.

This year, we raised awareness of social and health issues that

men and boys face. Improving men’s health is a key objective

for Ventia and in 2024 we launched a new Men’s Health

Employee Network Group. This group enables men across

Ventia to connect and take action to address mental and

physical health challenges.

1. Executive Leadership Team (ELT) is defined as the Group CEO and direct

reports. Women in Senior Management (WISM) is aligned to Ventia’s Job Level

Framework, an externally evaluated methodology application considering role

complexity and core job attributes such as impact, communication, innovation,

knowledge and risk.

31

VENTIA ANNUAL REPORT 2024 |

Indigenous participation
and reconciliation at Ventia

Our commitment to Indigenous participation

Our approach to Indigenous participation is underpinned

by respect, collaboration and creating opportunities.

We honour the cultural, spiritual and historical connections

that Aboriginal and Torres Strait Islander, and Māori and

Pasifika peoples hold to their lands and waters. By embedding

these principles into our operations, we align with our key

stakeholders, supply chain, and social impact goals, fostering

sustainable, long-term benefits for Indigenous peoples.

Advancing reconciliation in Australia

In 2024, we achieved key milestones under our 2023-2026

Stretch Reconciliation Action Plan (RAP). Our RAP is focused

on cultural safety, retention, recruitment, community, and

supplier engagement.

Notable achievements in 2024 include:

• Cultural safety and retention initiatives:

We offer trauma-informed, culturally sensitive support

for Aboriginal and Torres Strait Islander employees.

We provided direct support to 50 Aboriginal and Torres Strait

Islander employees throughout the year and has contributed

to an improvement in retention rates.

• Ventia empowers First Nations Custodial Officers:

Ventia's Training Recruitment, Employment, Care and

Career Advancement (TRECCA) team successfully recruited

and onboarded seven Aboriginal and Torres Strait Islander

custodial officers to the South Australia Prisoner Movement

and In Court Management contract. Key to this success

was the 'Aunty' model, which provides cultural support

and mentorship.

• Listening to the voice of our employees on reconciliation:

We launched the Workplace RAP Barometer to listen to

our employees about how our RAP is fostering a culture of

reconciliation across our workplace in Australia. This survey

helps us to drive positive change in our reconciliation

journey and in the communities in which we operate.

• Strengthening governance:

We welcomed new members to our Indigenous Advisory

Board (IAB), which plays a critical role in advancing

Aboriginal and Torres Strait Islander engagement and

outcomes. Our RAP Working Group meets quarterly,

bringing together those who are responsible for RAP

initiatives to ensure we stay accountable for delivering

meaningful RAP outcomes for Aboriginal and Torres Strait

Islander communities.

FINALIST

Social Procurement Impact

Partnership of the Year

Muru Mittigar - Ventia

and Transurban

2024 Social Traders Game Changer

Awards, NSW & ACT

WINNER

First National Excellence

Award - TRECCA

2024 Asuria Employer Awards

Asuria People Services

Awards and

Recognition

FINALIST

Ngā Āhuatanga o Te Tiriti

Tohu (Characteristics

of the Tohu Treaty)

Western Bay of Plenty Primary

Health Organisation

2024 Diversity Awards New Zealand

Diversity Works NZ

Pictured: Our Indigenous Advisory Board with our RAP painting titled

'Connections' at a meeting in Melbourne in March 2024

32

| THRIVING PEOPLE

1. According to Have Your Say survey conducted in 2023
Case study

Māori and Pasifika initiatives: enhancing

opportunities across New Zealand

Forty-one per cent of our workforce in New Zealand is Māori

and Pasifika

1.

. Ventia's dedication to 'Te Tiriti o Waitangi'

(The Treaty of Waitangi) acknowledges the fundamental

principles of partnership, participation, and protection.

Manaakitanga and kaitiakitanga (a sense of guardianship

and protection for our land) guides our people as we work to

Redefine Service Excellence.

These values are embodied through 'Te Ara o Rehua' (the working

group known as Te Roopū), showcasing Māori and Pasifika culture,

engagement and cultural capability across our organisation. Te

Roopū works with everyone in our business to ensure Ventia is a

great place to work for all our team members.

Our culture and 'Te Tiriti' are thoughtfully explained in our

Ventia Aotearoa Cultural Awareness Module, reflecting

the commitment of over 1,000 team members who have

successfully completed the module.

We increased our procurement with Māori and Pasifika

businesses in 2024, demonstrating our commitment to

improving Māori and Pasifika outcomes from a 'Te Tiriti o

Waitangi' perspective and embodies our fostering of fairness

and equitable outcomes.

Enhancing Māori and Pasifika

employment in New Zealand

Ventia fosters employment, cultural diversity and

community engagement by building strong relationships

with local iwi and other community groups, providing

training, mentorship, and employment opportunities.

We recruit Māori and Pasifika graduates through the

Māori and Pasifika Trades Training (MPTT) Consortia

and engaged with over 50 Māori and Pasifika businesses

through partnerships with Amotai and Ākina.

Ventia has also partnered with the Ministry of Social

Development (MSD) and Te Puni Kōkiri to deliver

upskilling programs for over 150 team members,

providing numeracy and literacy training.

We are dedicated to embracing all perspectives and

enhancing Māori and Pasifika capabilities, confidence

and engagement.

As a result, Ventia has increased Māori and

Pasifika representation across our business.

Pictured: Te Roopu strategy day

held at the Te Ma-nuka-nuka o

Hotu-roa Marae with employees

from our Auckland Airport contract

Pictured: Ventia employees greet each other with a Māori hongi at the

Te Ma-nuka-nuka o Hotu-roa Marae in Auckland, NZ

Case study:

Delivering on our commitments

(Wajarri Enterprises Limited)

Our joint venture (JV) with Wajarri Enterprises

Limited (WEL) focuses on Aboriginal and Torres Strait

Islander economic empowerment and sustainable

growth in Western Australia's central west. The

partnership, which includes managing contracts such

as the Square Kilometre Array Observatory (SKAO)

project, goes beyond traditional subcontracting by

awarding contracts directly, ensuring long-term,

community-centred outcomes. The collaboration,

which emerged from a 2023 Geraldton community

workshop, integrates WEL into core operations,

aiming for shared prosperity. The JV targets spending

20% of the project budget on local businesses and

incorporates Wajarri language in co-designed branding,

promoting cultural respect. This model exemplifies

meaningful engagement and sustainable economic

opportunities while honouring Wajarri culture.

Pictured: Wajarri

Enterprises employee

working on SK AO

project, WA

33

VENTIA ANNUAL REPORT 2024 |

1. As outlined in Australian Defence Magazine, Annual Top 40 survey in 2024
Case study:

Veterans

As a Top 4 Defence industry partner

1

,

we are committed to providing

opportunities for Australia’s veterans,

valuing their skills and supporting their

careers beyond the military.

In 2024, we were recognised as a

Veteran Employer of Choice by the

Australian Government Department

of Veterans’ Affairs after signing the

Veteran Employment Commitment (VEC).

Our dedication to veteran inclusion

was also highlighted by our winning the

Northern Territory Government’s Veteran

Employer of the Year Award.

Employed Reservists

Highlights

Employed veterans

470+

Defence industry partner


Top 4

Empowering veterans

Our commitment to the veteran

community has been reinforced by a

new alliance with Invictus Australia.

This affiliate of Invictus Games

supports the health, wellbeing and

resilience of veterans and their

families through a range of grass-

roots community initiatives.

Invictus – Latin for ‘unconquerable’

– is a fitting description of our

veterans and the organisations

that support them.


Our collaboration with

Ventia not only strengthens

the mental, social, and

physical wellbeing of

Veterans but also broadens

our community reach.



James Brown,

Chairman of Invictus Australia

WINNER

Northern Territory

Veteran Employer

of the Year

2024 Northern Territory

Veterans Awards

Northern Territory

Government

FINALIST

Excellence in

Supporting Veteran

and/or Parter

Employment

(National)

2024 Prime Minister's

National Veterans

Employment Awards

Department of

Veteran Affairs

Awards and Recognition

It enables us to support veterans

across all stages of their lives, including

what is often their most challenging

mission – transitioning into the

community post-military service.

The partnership has direct,

personal relevance to the more

than 700 veterans, reservists, and

Defence family members who work

for us, adding their unique skills,

knowledge, and resilient mindset

across our operations.

230+

In partnership with the Northern

Territory Government, we signed

a Memorandum of Understanding

(MOU) to support Operation Thrive,

a centre focused on veterans’ health,

wellbeing and employment. As part of

the MOU, we will sponsor the program

and employ 20 veterans per year.

Ventia has also launched our Veteran,

Reservist and Defence Family Member

Program, which demonstrates a formal

commitment to the employment and

support of Defence personnel.

Pictured: Ventia is proud to have decorated

veteran employees across our business

34

| THRIVING PEOPLE

Disability inclusion
In 2024, Ventia's inclusive employment program, Avenues,

continued to connect individuals with disability to meaningful

employment opportunities through strategic partnerships,

including with the Job Access agency and to over 45 disability

employment providers. Additionally, we launched a program

with a Disability Services and Registered Training Organisation

to offer part qualifications for people with disability to join

Ventia's Operations workforce.

Our partnership with Australian Spatial Analytics (ASA)

also grew. We supported 25 ASA data analysts across our

Transport, Telecommunications, and Defence and Social

Infrastructure sectors. ASA is a registered not-for-profit

social enterprise dedicated to training and employing young,

neurodivergent people in geospatial, digital engineering

and big data careers. Our work with ASA contributed to our

nomination for the Australian Disability Service Awards' Best

Employment Program.

Ventia was also recognised by the Australian Financial Review

as one of the Best Places to Work in Australia, attributed to

our Disability Employment Program, policy guidance, and

general support to strengthen our inclusive practices across

our business.

Increasing employment opportunities for

people with disability in New South Wales

In 2020, the Whole of Government NSW Schools (NSW

Schools) contract introduced a new key performance

indicator (KPI) focused on disability employment. To

meet this challenge, Ventia launched a forward-thinking

employment strategy that included partnerships with

disability organisations, tailored recruitment programs,

and initiatives to enhance workplace accessibility.

As a result, in the first 12 months disability employment

on this contract grew by 500% from 27 to 170

employees. We continued our efforts in 2024 by

investing $5 million annually in wages through our NSW

Schools contract for employees with disabilities.

Ventia's employees on this contract confirmed that

the company’s inclusive culture has been pivotal in

advancing their careers. Our approach to disability

inclusion has contributed to Ventia, and our partner

organisations, earning multiple national awards,

recognised as leaders in disability inclusion.

Case study

LGBTTQIA+ inclusion

Our Rainbow employee network, with support from

Executive Leadership, developed our first Rainbow

Inclusion Action Plan to further support and uplift our

diverse workforce.

In New Zealand, for a third time we achieved the Rainbow

Tick accreditation demonstrating that Ventia is a safe

and welcoming place for employees from the LGBTTQIA+

communities. This certification highlights our ongoing focus

on encouraging a culture of respect and inclusion. As part of

this, employees have completed Rainbow Awareness Training.

Additionally, we joined Pride in Diversity enabling access

to valuable resources and training to enhance workplace

inclusion further in Australia.

Pictured: Ventia's Group Executive for Digital Services,

Mel Evans was recognised as a finalist in the Executive

Leadership category at the New Zealand Rainbow Excellence

Awards. Pictured with colleagues from Ventia

We are also proud to have joined Pride in Diversity,

an employer support program for rainbow workplace

inclusion. Membership provides us access to valuable

resources, online training programs, recruitment and policy

guidance, and general support to strengthen our inclusive

practices across our Australian business.

35

VENTIA ANNUAL REPORT 2024 |

Resilient
and healthy

environment

Our climate approach

In 2024, we received validation

from the Science Based Targets

initiative (SBTi) for our near-term and

net zero emissions targets, ensuring

we have clear goals to focus on our

transition activities.

2024 Highlights

tCO

2

-e Scope 1 and 2 emissions

(market based)

39,773

tCO

2

-e Scope 1, 2 and 3 emissions

 Increase 31.8% from 2021

873,205

 Reduction in Scope 1 and 2

emissions from 2021 base year

21.3%

Light vehicle fleet EV and hybrid

11.1%

1. An economic intensity measure of greenhouse gas emissions per value added, where value added is operating profit = Earnings Before Interest,

Tax, Depreciation and Amortisation (EBITDA) + all personnel costs.

2. Ventia commits to reduce Scope 1, 2 and 3 greenhouse gas emissions by 90% by 2050 from a 2021 base year.

Pictured: Ventia delivers landscaping and maintenance services to Port of Brisbane, Qld

Our targets have been set considering

the aims of the Paris Agreement and our

commitment to the SBTi-led ‘Business

Ambition for 1.5

o

C’ campaign.

• By 2030, we are targeting an absolute reduction in Scope 1 and

2 GHG emissions by 42% from a 2021 base year. Additionally, we

are targeting to reduce Scope 3 GHG emissions from purchased

goods and services by 51.6% per million AUD value added

1

from

a 2021 base year; and

• By 2050, we are targeting net zero greenhouse gas emissions

across our value chain

2


36

| RESILIENT AND HEALTHY ENVIRONMENT

At Ventia, we are supporting
our customers in achieving their

sustainability goals and providing

credible pathways to reduce emissions

and improve their climate resilience.

As the provider of essential services,

with 400+ projects across Australia

and New Zealand, we are well

positioned to deliver climate-related

services through our expertise in asset

management, renewable generation

projects, electrical transmission and

distribution, and operations and

maintenance of infrastructure.

Through our service delivery and

transition activities, we are aiming

to achieve our sustainability goals

in a way that actively supports a

just transition by ensuring that

environmental, social and economic

considerations are integrated into

our strategies. We recognise there

is a strong link between nature and

climate, and it is our responsibility to

use resources efficiently and prevent

environmental harm.

Reducing our direct emissions from

fuel use across our operations remains

challenging as our business grows.

Our diverse and broad supplier

network of over 12,300 suppliers

provides a challenge in driving a

reduction in our Scope 3 emissions,

which forms our biggest emissions

footprint. Our transition plan, as shown

on pages 38-39, identifies targeted

activities that are currently in progress

or planned to achieve our emission

reduction goals.

Ventia Services Group Limited is

a climate-reporting entity under the

Financial Markets Conduct Act 2013

(New Zealand). Our climate-related

disclosures in this report form

our Climate Statement for 2024.

Refer to page 82 for our Statement of

Compliance. An index of our disclosures

for the Aotearoa New Zealand Climate

Standards is provided on pages 178-183.

Scope 1Scope 2Scope 3

Direct emissionsIndirect emissionsOther indirect emissions

By 2030

51% Intensity Reduction

Scope 3

42% Absolute Reduction

Scope 1 and 2

By 2050Net Zero Scope 1, 2 and 3

Our Emissions Targets

37

VENTIA ANNUAL REPORT 2024 |

Pathway to net zero
Ventia's Climate Transition Action Plan

Achieved a

21.3%

 absolute reduction in Scope 1 & 2

SBTi-validated 2030 and 2050 targets

SO FAR WE HAVE:

2021

42%

 Absolute reduction in Scope 1 & 2


BY 2030 WE TARGET:

51%

 Intensity

1

reduction in Scope 3

Scope 1 emissions

Scope 2 emissions

Scope 3 emissions

Our progress since 2021:From 2025 we plan to:

Although our actions are heavily dependent on

third parties including suppliers and contractors,

427 hybrid and electric vehicles in our fleet

of 3,859 light vehicles

Implementation of on-site rooftop solar

generating 266,000 kWh p.a.

Introduction of Greenpower purchasing

contributing 16.5% of our consumption

Identification of high-intensity

emissions inventory

Transition 3,700 light vehicle fleet to hybrid

and electric vehicles

I ncrease on-site solar generation and purchased

renewable electricity, achieving zero market-based

Scope 2 emissions by 2028

Transition to NABERS rated, energy-efficient buildings

Prioritise impactful supplier engagements to reduce

emissions of high-intensity purchased goods and

services, such as asphalt and concrete

3

Rollout charging infrastructure

Pilot alternative fuels, such as renewable diesel

and hydrogen

2025

1. Our economic intensity GEVA is a measure of greenhouse gas emissions where value added is equal to operating profit, namely EBITDA + all personnel costs.

2. Market based emissions.

Goal of 100% absolute

reduction in Scope 2

emissions by 2028

2

38

| RESILIENT AND HEALTHY ENVIRONMENT

At Ventia, we are seeking to play our part towards the Paris Agreement goal of limiting global warming to 1.5 degrees
above pre-industrial levels. Our Climate Transition Action Plan (CTAP) sets out our activities to reach our target milestones

to reduce our emissions and achieve our science based targets by 2030 and 2050. Ventia is still considering, as we build on

our CTAP, how our business model and strategy might change to address climate-related risks and opportunities (refer to

our approach to our identified climate risks and opportunities on pages 77-79). Ventia's internal capital deployment and

funding decision-making processes are not currently formally aligned with the CTAP.

BY 2050 WE TARGET:


Net zero

across Scope 1, 2 and 3

From 2030 we plan to:

Electrify or transition plant to lower

emissions alternative fuels

Install charging infrastructure at all major

locations

Transition to low carbon services and

materials

W ork with our suppliers and partners to seek

to decarbonise all of our Scope 3 emissions

categories in line with emerging technology

3

We recognise the importance of partnerships

and collaboration with our supply chain to

achieve net zero by 2050

Examples

INCREASING OUR RENEWABLE ELECTRICITY

• We have increased GreenPower across our

portfolio, saving 2,841 tCO

2

-e since 2021.

• In 2024, our properties consumed 1.6 MWh of

renewable electricity from on-site solar and

purchased GreenPower.

TRANSITIONING OUR FLEET

• We have retired over 390 combustion vehicles

since 2021.

• Our fleet transition includes our vehicles

and initiatives for heavier equipment.

See examples on page 42.

COLLABORATING WITH

OUR SUPPLY CHAIN

• Page 43 provides a case study on how we are

working closely with our supply chain to reduce

our asphalt Scope 3 emissions across the road

networks we support.

Net zero by 2050

20302050

3. In respect of our Scope 3 emissions, we are highly reliant on the ability of our suppliers to set and achieve emissions reduction targets,

which in turn are subject to dependencies that are outside of Ventia's direct control.

Graphic is for illustrative purposes only, and may not accurately represent emissions rate of reduction.

39

VENTIA ANNUAL REPORT 2024 |

Scope 1 36,253
Scope 2 3,520

(market-based)

Scope 3 833,433

Our emissions portfolio

1. GEVA is an economic intensity measure of greenhouse gas emissions per value added, where value added = operating profit = Earnings Before Interest, Tax, Depreciation

and Amortisation (EBITDA) + all personnel costs.

2. Our Climate Transition Action Plan sets out how we intend to bridge the gap between current emissions and our targets.

Ventia 2024 emissions inventory tCO

2

-e

Scope 1, 2 (market-based) and 3 emissions

(progress vs. near-term target)

2

Scope 1

(tCO

2

-e)

Scope 2

(tCO

2

-e)

Scope 3 PG&S

(tCO

2

-e)

GEVA Intensity

1

6,361

44,170

412,594

5,153

38,940

452,308

4,104

40,784

3,520

36,253

589,745

29,308

243,844

20212022202320242030 near-term

target

498,296

289

287

231

197

96

We calculate our Greenhouse Gas emissions in accordance

with the Greenhouse Gas (GHG) Protocol: A Corporate

Accounting and Reporting Standard. Scope 1 and 2 emissions

from Australia are calculated using the Australian National

Greenhouse Account Factors (NGAs) and for our New Zealand

operations we use the New Zealand Government Measuring

Emissions: A guide for organisations: 2024. Scope 3

emissions are calculated in accordance with the GHG

Protocol supplement to the Corporate Value Chain (Scope 3)

Accounting & Reporting Standard using a combination of data

sources and emission factors. The basis of preparation and

data methodologies applicable to our emissions disclosures

are provided in the 2024 Sustainability Databook.

We completed the acquisition of Landscape Solutions in

New Zealand, effective 1 July 2024. This change is anticipated

to contribute an additional approximately 2,000 tCO

2

-e

Scope 1 and 2 per year.

Scope 3 emissions represent the largest portion of our

total emissions profile (95.4% or 833,433 tCO₂-e in 2024).

Our near-term science based target for Scope 3 emissions

is an intensity metric (GEVA

1

), which relates to a portion of

emissions from Purchased Goods and Services, representing

the largest component of our Scope 3 emissions inventory

(67% of our Scope 3 baseline). In 2024, total emissions

from Purchased Goods and Services emissions were

684,417 tCO₂-e in total, our GEVA intensity metric covers

589,745 tCO₂-e.

In line with the Science Based Targets initiative, we are not

currently pursuing any nature-based solutions or offsets,

focussing on absolute reductions to our emissions. We may

use offsets in certain circumstances, for example, to offset

residual emissions after all feasible emissions reduction has

been undertaken in order to meet Ventia’s net zero goal.

Pictured: Photo competition entry from a member of our Telecommunications team of landscape in NSW

40

| RESILIENT AND HEALTHY ENVIRONMENT

Scope 1 and 2 measurement methodology
We collect greenhouse gas (GHG) emitting consumption source

data for our directly controlled Scope 1 and 2 emissions,

supported by our data management architecture. Source data

is collected for liquid fuel, natural gas and electricity in source

units of measure which are in-turn converted into tCO₂-e using

National Greenhouse Accounts (NGA) 2024 emission factors and

the Measuring emissions: A guide for organisations: 2024 detailed

guide, Ministry for the Environment, May 2024 guidance.

Emissions from purchased electricity, Scope 2 emissions,

are reported utilising market-based emission factors

(our standard basis for Scope 2 reporting), allowing us to

account for investments in different electricity products

and markets. This includes voluntary purchases of

renewable electricity and mandatory schemes including the

Large-scale Renewable Energy Target. We also calculate our

location-based Scope 2 emissions, utilising location-specific

greenhouse gas emissions factors.

While our data collection processes and controls reduce

uncertainties in our Scope 1 and 2 data, the nature of emissions

quantification includes limitations. Our annual inventory

includes estimates for the month of December, accounting

for 6.7% of our reported 2024 emissions. GHG quantification

is subject to inherent uncertainty because of the evolving

knowledge and information used in estimating emission factors

and the values needed to combine emissions of different gases.

We determine our emissions inventory in consultation with

our customers by assessing boundaries of responsibility,

establishing direct control and responsibilities for Scope 1

and 2 emissions.

In 2024, in alignment with our customers, operational

boundaries were adjusted for some of our contracts.

Through this refresh of boundaries, we determined

4,941 tCO

2

-e of emissions disclosed for our 2023 inventory

are outside our operational boundary, which is reflected

in our revised 2022, 2023 and 2024 emissions inventory.

1


These adjustments did not materially impact our base

year 2021 inventory.

0

10,000

20,000

30,000

40,000

50,000

60,000

20212022202320242030

near-term

target

44,17038,940

40,784

36,253

Intensity (t/$mAUD)

Scope 1 (tCO

2

-e)Scope 2 (tCO

2

-e)

6,361

5,153

4,104

3,520

29,308

Emissions (tCO

2

-e)

Intensity (t/$mAUD)

0

2

4

6

8

10

12

14

11.1

8.5

7.9

6.5

Scope 1 and 2 (market-based) emissions tCO₂-e

2024 emissions

• Our total Scope 1, 2 and 3 emissions are 873,205 tCO₂-e

(increase of 11.22% from 2023, and 31.85% from 2021 base year).

• Our 2024 Scope 1 emissions are 36,253 tCO₂-e

(reduction of 11.1% from 2023).

• Our 2024 Scope 2 market-based emissions are

3,520 tCO₂-e (reduction of 14.2% from 2023).

• Our 2024 Scope 2 location-based emissions are

4,573 tCO₂-e (reduction of 5.4% from 2023).

• Our 2024 Scope 1 and 2 market-based combined

emissions are 39,773 tCO₂-e (reduction of 11.4%

from 2023).

• Our 2024 Scope 1 and 2 location-based combined

emissions are 40,826 tCO₂-e (reduction of 10.5%

from 2023).

• Our total 2024 operational Scope 1 and 2 market-based

emissions intensity per $1m revenue is 6.5 tCO₂-e/$m,

(down from 7.9 tCO₂-e/$m in 2023).

• Our total 2024 energy consumption is 548,176 GJ

(reduction of 10.6% from 2023).

Scope 3 measurement methodology

Our Scope 3 emission factors are provided by a variety of

third-party data sources, representing the emissions profile

of the services or materials procured. The spend-based

approach used to estimate most of our Scope 3 emissions

has inherent inaccuracies in the methodology. Collaboration

with our suppliers will be a priority in support of our

ambition to directly measure product- and supplier-specific

emissions inventory. We are continuing to evolve our spend

categorisation and relevant emission factors to inform our

Scope 3 inventory.

2024 Scope 3 emissions

Our total Scope 3 emissions for 2024 are 833,433 tCO₂-e,

an increase of 12.6% from 2023 driven by increasing spend

in purchased goods and services. Our intensity metric

GEVA has increased to 231 (increase of 17.4% from 2023)

as our business continues to grow.

1. Our prior year market-based emissions have been adjusted from the previously reported figures due to removal of data outside Ventia’s operational control:

2022 restated from 44,918 tCO₂-e to 44,093 tCO₂-e; and 2023 from 46,287 tCO₂-e to 44,888 tCO₂-e.

Purchased goods

and services 684,417

Capital goods 19,737

Fuel- and Energy-Related 9,653

Upstream transport 53,143

Waste 22,341

Business travel 14,434

Employee commuting 27,914

Upstream leased assets 4,334

Scope 3 emissions by category tCO₂-e

41

VENTIA ANNUAL REPORT 2024 |

Diesel – Transport 75%
Diesel – Stationary 17%

Petrol 5%

Aviation Fuel 3%

Decarbonisation priorities

Our future activities in

reducing our Scope 1 emissions

We will continue to replace internal combustion engine

vehicles with hybrid vehicles and electric vehicles (EVs)

wherever possible, having increased our hybrid fleet to

416 vehicles and EVs to 11 in 2024. Our transition plan includes

the acceleration of our fleet transition as appropriate vehicle

types


and charging infrastructure become available.

As technologies evolve, we expect to be able to transition

our heavy vehicles and other direct Scope 1 emission

sources to low- or zero-emissions energy sources. We foster

a culture of innovation and are closely monitoring progress

in new technologies, including battery energy density and

alternative fuels. We are focused on creating opportunities

to demonstrate new technologies, for example, in 2024 we

piloted a hydrogen bus in partnership with Toyota as part

of our ongoing work with Defence.

Reducing our Scope 2 emissions

through property efficiencies

Our Scope 2 emissions are generated through the purchased

electricity we consume across our property portfolio and at

project locations. In 2024, Ventia's total energy consumption

was 30,106 GJ generating 3,520 tCO₂-e market-based

emissions through purchased electricity across 157 directly

controlled properties in Australia and New Zealand.

In 2024, we reduced our directly controlled Scope 2 emissions

by 584 tCO₂-e

3

from 2023 (2,841 tCO₂-e from our base year

2021) by adding onsite renewable generation from solar, and

increasing our renewably sourced electricity procurement.

During 2024, we relocated our Western Sydney office to a

~3000 sqm office at Hassall Street, Parramatta, a fully electric

NABERS 5-star property, where all electricity supplied is

from renewables, including purchased renewable electricity

reducing our Western Sydney footprint by 82 tCO₂-e.

4

As we work towards our aim to achieve 100% renewable

electricity use, we increased solar generation at our

offices, sites and depots this year by 11%, and increased

GreenPower

5

by 76.7%. We continue to work to rationalise

and consolidate our property portfolio, creating-energy

efficient property hubs.

Reducing our Scope 1 emissions

through fleet transition

Our Scope 1 emissions are generated through liquid fuel

combustion within our vehicles, our use of plant and

equipment (94%), and limited natural gas combustion

(less than 1%) used in building heating and hot water systems.

In 2024, our directly controlled plant and equipment primarily

comprises 3,859 light vehicles,

1

more than 2300 other vehicles,

2


electrical generators (where grid power is not available) and

ancillary tools.

From our inventory base year of 2021 to 2024, we have

reduced our directly controlled Scope 1 emissions by

7,917 tCO₂-e through initiatives, including rationalising our

fleet and by investing in fuel-efficient combustion, hybrid

and electric vehicles.

In 2024, our directly controlled Scope 1 emissions have

reduced by 4,532 tCO₂-e from 2023. Our emissions reductions

are attributed to our focus on fleet rationalisation, including

fuel-efficient replacements, improving driver behaviours,

including reduced vehicle idling, informed through in-vehicle

telematics and changes to our emissions portfolio. To further

reduce idling-associated emissions, we are deploying battery

storage in select vehicles to enable continuous climate control

without fuel combustion.

1. Light vehicle means any road registered vehicle with a Gross Vehicle Mass (GVM) less than 4.5 tonnes.

2. Heavy vehicles GVM more than 4.5 tonnes and non-road registered vehicles.

3. Based upon market-based electricity emissions in the context of investments in different electricity products and markets. This includes voluntary purchases

of renewable electricity and mandatory schemes including the Large-scale Renewable Energy Target.

4. New property performance compared to 2023 emissions for previously occupied property in Parramatta NSW.

5. GreenPower is 100% renewable electricity available for households and businesses through most energy retailers in Australia.

Refer to https://www.greenpower.gov.au/

Scope 1 emissions by energy source

42

| RESILIENT AND HEALTHY ENVIRONMENT

Building partnerships to reduce
our Scope 3 emissions

To improve the accuracy of our Scope 3 inventory,

and to inform decisions to reduce our indirect emissions,

we will work with our diverse supply chain to support capacity

building across industry. We work with high-emission intensity

suppliers, such as for asphalt and concrete, where we have

an opportunity to pursue significant emission reduction

pathways and improve our Scope 3 emissions data capture.

For example, we have reduced asphalt placement emissions

through supplier and customer collaboration across road

networks we support in three states, Qld, Vic. and NSW,

resulting in 275 tCO₂-e reduction in our asphalt placement

emissions 2024.

Outlook

Our 2024 emissions performance provides Scope 1 and 2

reductions as we progress towards our 2030 goals. Our Scope

3 performance demonstrates further work is required to

improve both the accuracy of our emissions data and emission

reductions within our value chain. We recognise our broader

marketplace transition to a resilient, low carbon economy will

take time, investment and technological advancement.

Emissions data assurance

In 2024 Limited Assurance has been provided on our climate

metrics of:

• energy consumption

• Scope 1 and 2 emissions

• emissions intensity

• renewable electricity consumed

• hybrid and electric vehicles.

The Independent Limited Assurance Report is available on

pages 83-85 of this Report.

Looking ahead to 2025, we plan to pursue independent

limited assurance over Scope 1, 2 and 3 emissions as required

by Part 7A of the Financial Markets Conduct Act 2013.

Reducing road maintenance emissions

Ventia provides strategic operations and maintenance,

asset management and renewals services for over

9,500 kms of road networks across Australia and New

Zealand. Where a road surface requires replacement or

resurfacing, we consider sustainable solutions in our

approach, including material selection and associated

Scope 3 emissions.

At our South East Queensland Road Asset Management

project, we are utilising a proprietary biogenic bitumen

alternative to bitumen derived from fossil fuel in

collaboration with our delivery partner, Austek and

bitumen supplier, Puma. This bio-based bitumen is

sourced through a plant and vegetation waste stream

reclamation process, resulting in an asphalt product

with significantly lower emissions when compared with

traditional asphalt mixes.

Our Victorian Western Roads Upgrade project delivered

Victoria’s first commercial implementation of an EME2

road resurfacing technique. EME2 is a high durability

asphalt product which has reduced the thickness

required by 25 to 40% compared to the conventional

asphalt while maintaining the same performance. EME2

provides construction benefits reducing construction

time, materials and emissions.

Our NSW Sydney Roads Asset Performance project

continues to innovate with asphalt mixes, including

utilising asphalt mixes, of up to 40% Reclaimed Asphalt

Pavement (RAP), the incorporation of waste glass in

asphalt mixes and the use of 18% crumb rubber sourced

from recycled tyres to reduce Scope 3 emissions

through our supply chain.

Across these projects, Ventia has avoided 275 tCO₂-e

Scope 3 emissions in 2024 when compared to

traditional asphalt mixes.

Case study

Pictured: Resurfacing road surface, Northland, NZ

43

VENTIA ANNUAL REPORT 2024 |

Ventia partners with Telstra and
Energys to enhance energy resilience

In July 2024, Ventia partnered with Telstra and Energys

to launch a trial of Hydrogen Fuel Cell Generators.

The pilot program, supported by the Victorian

Government, aims to revolutionise backup power

solutions by introducing Hydrogen Fuel Cell technology,

generated from renewable energy sources, as a

zero-emissions fuel alternative to diesel.

These hydrogen systems can provide up to 72 hours

of backup power at these sites, many times more than

the current battery backup power capability. Ventia’s

scope of work includes the installation, commissioning

and maintenance of these 10 kW renewable hydrogen

generators across five remote telecommunications

sites in Victoria.

This pilot provides Telstra with an alternative energy

option that could help keep communities connected

during an extreme weather event.

Case study

Energy transition

Ventia is actively engaged in the energy transition across

Australia and New Zealand. In New Zealand, we continue to

support the contribution of renewable energy to the national

grid, providing maintenance services and minor capital works

on hydro-generation, wind, solar and geothermal assets.

In Australia, Ventia is supporting the delivery of renewable

energy projects, including connecting the 39 MW Wangaratta

solar farm for AusNet Services, developed by CleanPeak

Energy, located in North Wangaratta and delivery of the

Mulwala 4 MW photovoltaic solar array in south-west New

South Wales for Defence.

Other examples of supporting our customers towards their

sustainability goals this year:

• In 2024, we identified over 50,000 tCO₂-e of emission-saving

opportunities for our customers through resource and

energy efficiency audits conducted by our Projects and

Workplace Solutions team.

• Ventia’s Australian Infrastructure Services Transmission

& Distribution teams replaced more than 90 km of power

distribution poles and wires throughout 2024.

• Ventia’s Defence and Social Infrastructure business replaced

over 40,000 LED light fittings, including adding light sensors

as appropriate across various defence bases.

• Ventia’s Infrastructure Services business replaced over

70,000 streetlights, including upgrading of lamps to LED

globes and replacing over 1,100 power poles.

• Supported Toyota with a substation upgrade at their centre

for hydrogen innovation in Victoria.

• Supporting Christchurch Airport and Orion’s future

requirements by delivering grid connections for the Kōwhai

Park Solar Farm.

• Ventia supported the commissioning and ongoing

maintenance of hydrogen fuel cell generators across

Telstra’s mobile network – see Case Study.

Industry collaboration

We are an engaged member of the Australian Climate

Leaders Coalition (CLC). During 2024, we participated in

the CLC Climate Transition Action Plan working group and

our involvement in a trial initiative from 2023 was shared in

the Internal Carbon Pricing for Decision Makers guidance

document published this year. The learnings from the trial

have informed our introduction of an internal carbon pricing

trial for our internal capital decision making process this year,

the results of which will be evaluated in 2025.

Pictured: A hydrogen fuel cell installation at Neerim North, Vic

44

| RESILIENT AND HEALTHY ENVIRONMENT

We are committed to protecting environmental
value through the way we work. This year,

we continued to enhance our environmental

systems, training and capabilities, while

strengthening our compliance to reduce use

of resources, waste and emissions across

our business.

The scope and scale of our services mean there is potential

for our operations to adversely impact the environment.

To minimise our environmental impact, we implement

a range of initiatives to prevent pollution, protect and

enhance biodiversity, and promote efficient resource use

and avoid waste.

In 2024, we continued our roll out of Environmental Awareness

Training to an additional 1,995 staff and new starters across

the business. The training enhances understanding of our

environmental management system, minimum controls,

environmental and sustainability policies and expectations for

all workers with respect to environmental requirements when

working for us.

Our project teams increased their due diligence activities with

an increase in environmental critical control checks (CCCs),

exceeding our annual target in 2024 by 30% and surpassing

our 2023 figure by 43%. This is a clear demonstration of

the commitment of our operational staff to maintain and

continuously improve our standards of environmental

management at the project level.

Protecting our environment

1. A serious environmental incident includes any event that resulted in a major or catastrophic consequence to the environment according to Ventia’s Risk Matrix.

We respond to all environmental events with appropriate

action and drive continuous improvement and learning to

prevent recurrence and improve environmental performance.

In May 2024, we received two fines of $5,769 AUD each from

Environmental Protection Agency Victoria for an unlawful

waste disposal incident that took place from a Transport

project in November 2023. In response to the serious

environmental incident,

1

a thorough investigation was

conducted and corrective actions were implemented to

address operational processes, documentation and staff

training to prevent the chances of recurrence.

In October 2024, the New Zealand Environmental Protection

Agency (EPA) charged Ventia NZ Operations Limited with

three offences involving unlawful clearing of vegetation,

performance of earthworks, and discharge of water in

proximity to a protected inland wetland area, for events

alleged to have occurred in 2023. Further details are included

in the Directors’ Report on page 91.

In March 2024, Ventia recorded a serious environment incident

resulting in a warning letter from the NSW National Parks

and Wildlife Services for conducting vegetation clearing

works beyond the approved work boundary. A thorough

investigation was launched into the event and a number of

corrective actions were implemented including procedural

updates, land access awareness training and updates to

Ventia’s digital work order distribution platform to increase

compliance with critical environmental permit requirements.

The majority of environmental events in 2024 were negligible

or minor in nature with temporary and recoverable

environmental impacts, such as minor leaks and spills of

oils or fuels from plant and equipment operation.

Pictured: Members of Ventia's Environmental Services team, Geelong, Vic

45

VENTIA ANNUAL REPORT 2024 |

Healthy Planet campaign
In 2024, we launched our second annual Healthy Planet

campaign with a focus on carbon emissions reduction to drive

awareness and action. Highlights of the campaign included:

• A panel discussion with Ventia and external sustainability

leaders on the market trends and industry drivers for

measures to address operational emissions

• Two masterclass sessions discussing our initial emissions

reduction activities and supporting systems

• A series of short videos and project-based case studies

showcasing initiatives from across our operations

• Launch of an idling assessment program for 451 high-idling

light vehicles identified across the business.

The results of the idling assessments included 159 drivers

identified to complete driver idling awareness training; seven

vehicles were identified for priority transition to hybrid or

electric alternative. Furthermore, 103 vehicles were identified

for potential modification, such as the installation of a second

battery to power auxiliary systems, such as flashing lights and

radios, reducing the need for vehicle engines to be running.

Since the rollout of the campaign in August there has been a

reduction of 7% in average idling hours per vehicle compared

to the same timeframe last year (August to December).

Managing and reducing waste

In 2024, our focus was to map our waste profile and execute

targeted waste reduction initiatives, which saw us improve

visibility and accuracy across our waste measurement and

deliver initiatives through our Resource Reduction Plans.

Engagement with our waste service providers has enabled

improved waste data management, including visibility of waste

stream volumes and landfill diversion rates based on waste

tonnage with fewer estimates based on waste spend data.

This engagement will also enable a more strategic approach to

waste management and identification of waste reduction and

landfill diversion opportunities at the contract level.

In 2024, we generated approximately 23,100 tonnes of waste,

with 15% diverted from landfill.

1

In 2025, we will continue our

consolidation of waste reporting to further improve accuracy

and identify diversion opportunities.

Initiatives delivering waste reduction this year have been

driven by our sector Resource Reduction Plans, project

level initiatives and as part of our service offerings in our

environmental services business.

Our team on the Sydney Roads Asset

Performance Contract identified an

opportunity to find a useful application for

sandstone removed during essential slope

remediation. Approximately 360 tonnes of the

sandstone material was beneficially reused

around the Blue Mountains National Park.

Enhancing our Environmental

Management System

In 2024, enhancements to our ISO14001 accredited Group

Environmental Management System were rolled out,

including development of new management plans, processes,

procedures, guides and training materials. These system

enhancements support the business to comply with legislative

requirements, ensure applicability to growing service offerings

in diverse industries and exposure to new environmental

risks, and enable continuous improvement in the quality of

environmental resources available to staff.

As part of the systems improvements, 10 new environmental

processes were developed supporting our most common

environmental risk categories. This was followed by awareness

sessions, management system update notifications and

internal newsletter articles, and short training videos outlining

key changes. Ongoing training resources and communication

will continue throughout 2025 and beyond to ensure

environmental compliance with our improving systems.

Our environmental event measure

In 2023, we introduced the total recordable environmental

event frequency rate (TREEFR) metric to provide insight into

environmental events with a material (moderate or higher)

impact on the business or the environment.

In 2024, we have continued the tracking of TREEFR to identify

key environmental risk areas across our operational sectors.

TREEFR management plans were implemented by all sectors

to proactively improve diligence activities around TREEFR

events and prevent recurrences. Since June 2024, the TREEFR

rate has reduced steadily to 0.26, which is a 47% reduction

from its peak earlier in the year in May.

The TREEFR metric has shown that the two most common

recordable environmental events in 2024 were related

to risks and impacts on flora/vegetation and waterway

contamination. Ventia will continue to monitor TREEFR

to support risk-based decision making for environmental

management across the business.

Biodiversity and natural values

During 2024 we provided bushland restoration and

management, landscaping and weed management

services covering a combined area of more than

one million hectares for our Transport, Local Government

and Defence customers in Australia and New Zealand.

In 2025 we will review our interface and impacts with

nature and biodiversity, including our use of and

dependency on natural assets.

1. Waste managed by directly engaged waste management providers, excluding hazardous, liquid and soil waste. Waste and diversion volumes estimated for 15.9% of

Ventia's waste tonnage where consolidated reporting from vendors was not available at the time of reporting. Diversion rate calculated based on tonnes diverted

(recycled or reused) or recovered (converted to energy) divided by tonnes of waste.

46

| RESILIENT AND HEALTHY ENVIRONMENT

WINNER
Leadership in

Environment, Social

and Governance (ESG)

(Emissions Reduction

Planning & Reporting

for the Commonwealth

Government)

FM Industry Awards for

Excellence 2024

Facility Management

Association

WINNER

Best Contaminated

Site Remediation

Project Award 2024

(in partnership

with Jacobs)

Contamination

Remediation Works of

Melville Island MV-22B

Osprey Crash Site

ALGA Awards 2024

Australasian Land and

Groundwater Association

Awards and recognition

WINNER

Northern Territory

award for project

value $30-75 million

Ranger Mine Pit 3

Rehabilitation Project

CCF Earth Awards

Civil Contractors Federation

Remediating legacy pollutants at Fiskville

We were engaged by the Victorian Country Fire Authority

(CFA) to undertake remediation works on properties

surrounding the former Fiskville Training College.

The College was used for firefighting training from the

1970s until its closure in 2015. During its use, aqueous

film forming foams (AFFF) were employed to extinguish

flammable liquid fires. The AFFF contained per- and

poly- fluoroalkyl substances (PFAS), a group of chemicals

known as forever chemicals due to their persistence

under natural conditions. The objective of our remedial

works was restoration of environmental values of soil,

sediment, surface water and groundwater across the

surrounding properties.

Key highlights:

• Construction and operation of a water treatment

plant to treat PFAS-impacted water

• Excavation, stabilising and onsite containment

of 10,372 m

3

of PFAS-impacted sediment

• Offsite treatment and disposal of 3,333 m

3


of PFAS-impacted sediment

• Restoration of one farm dam and decommissioning

of three others

• Importation of 23,069 m

3

of clay fill and 6,597 m

3

of

topsoil to cap and contain PFAS impacted sediments.

The project was successfully completed in October 2024.

Case study

Pictured: Remediation at Fiskville

47

VENTIA ANNUAL REPORT 2024 |

Local
and diverse

supply chain

Pictured: Employees from Civik Social Enterprise working on a Ventia project in Cairns, Qld

48

| A LOCAL AND DIVERSE SUPPLY CHAIN

We achieve supplier diversity across our supply chain by doing business with a range of local, Indigenous, and social

enterprises so we can actively contribute to the economic growth of local communities. Our approach to ethical procurement

is aligned with the United Nations Guiding Principles on Business and Human Rights and we strive to advance our approach to

ethical and sustainable buying.

We work with over 12,000 suppliers and vendors across

Australia and New Zealand to enable us to deliver essential

services for our customers and communities. In 2024, 99%

of our spend stayed within Australia and New Zealand and

87% stayed within a state or region.

Highlights

suppliers across Australia

and New Zealand

12,300+

procurement spend with

local suppliers in Australia

and New Zealand

99.0%

spend with Aboriginal and

Torres Strait Islander businesses

$173.6m

Local
and diverse

supply chain

49

VENTIA ANNUAL REPORT 2024 |

Our supply chain approach

In 2024, we formally launched our Supply Chain

Transformation Strategy designed to:

• deliver a procurement program to elevate our supply chain

partnerships to an enterprise level to better leverage our

enterprise buying power and optimise cross-sell

• ensure we have the right team and skills in place to provide

best-in-class procurement

• develop ‘raving fans’ internally and explore technology

solutions to enhance our internal stakeholder experience

and streamline interactions with our supply chain,

minimising risk and prevent overspending

• ensure sustainable procurement is a key priority

and requirements are being met and tracked

• be a preferred and strategic partner to our suppliers

• ensure safety and wellbeing is at the centre of

everything we do across our supply chain.

We are committed to continuing to implement our

transformation strategy in 2025, which aligns with our

corporate strategy to Redefine Service Excellence by

being customer focused, sustainable and innovative.

Sustainability across our supply chain

Our largest contributor to our carbon footprint is our Scope 3

emissions, with the largest contribution coming from the

goods and services we procure from our suppliers.

Achieving net zero emissions throughout our entire supply

chain will require effective and co-ordinated collaboration

across our diverse range of stakeholders.

In 2024, we improved our collation and reporting on waste

across our supply chain through increased collaboration with

key waste service providers and greater measurement of waste

diversion at the individual project level. Refer to page 46 for

our 2024 waste management outcomes.

While we have made progress on our environmental

impact across our supply chain, we are committed to further

embedding sustainable practices by optimising resource

use, minimising waste and adopting solutions to achieve

emission reductions.

Continuous improvement through innovation

We continue to create value from data analytics and insights

on our single enterprise-wide platform, VenSights, which

enables us to make operational and process improvements

across our supply chain. Our single enterprise wide reporting

platform supports the way we manage and deliver goods and

services through our supply chain, using new technologies

such as AI to make process improvements.

Looking ahead, we will continue to look for ways to innovate

such as standardising our payments approach and enhancing

the accuracy and transparency of our supply chain.

Our approach to Aboriginal and Torres Strait Islander
procurement has resulted in increased spending with

a higher number of Aboriginal and Torres Strait Islander

businesses in 2024 compared to the prior year. We spent

$173.6 million with 206 Aboriginal and Torres Strait

Islander businesses and spent $8.5 million with 42 Māori

and Pasifika suppliers.

We surpassed our Indigenous business spend target of 4%,

reaching 4.6% of our total third party spend in 2024 and we

prioritised timely payments to Indigenous suppliers, with

improved performance of achieving our payment terms.

Recognising that our approach to Māori and Pasifika

procurement in Aotearoa is not as mature as in Australia,

we undertook a deep dive in March 2024 to better

understand our current level of spend and identify

key areas for improvement.

Working with our supplier diversity partner Amotai, we used

the Tere Ki Tai buyer maturity assessment tool to identify if

our suppliers are Māori owned, Pasifika owned, or Māori and

Pasifika owned in our supply chain.

Spend with Aboriginal

and Torres Strait

Islander businesses in

Australia ($m)

Number of

Aboriginal and

Torres Strait

Islander suppliers

202220232024

202320222024

184

165

206

107. 3

122.0

17 3.6

Indigenous procurement

As a result, we have developed Ventia’s first Aotearoa-

specific procurement strategy focusing on supplier diversity.

This strategy aims to increase our procurement spend

with Māori and Pasifika-owned businesses to 5% in 2025

and further embed supplier diversity into our everyday

procurement practices.

Human rights and ethical procurement

We take a proactive, evidence, and risk-based approach to

manage human rights risks in our operations and supply

chain. Our risk assessment considers factors such as the type

of product or service being procured, the geographies where

our supply chain partners operate and the value of spend to

influence positive outcomes.

Our approach to ethical procurement is supported by our

Modern Slavery Policy and our Code of Conduct. In 2024 we

set minimum standards of engagement with suppliers and

subcontractors and we updated our terms and conditions to

include new supplier trading terms.

In 2024, more than 80 suppliers and subcontractors took part

in our modern slavery due diligence to better understand

our risk exposure to modern slavery. Our findings will inform

how we further collaborate with our supply chain partners

for the continuous progress towards eliminating modern

slavery. We have also conducted prequalification assessments

that incorporated human rights and modern slavery risk

assessment criteria at the supplier on-boarding stage.

Modern Slavery training is embedded in our Code of

Conduct training, which is mandatory during employee

induction. It is required training annually for our Directors,

leaders and employees and 99.3% of our permanent full-time

employees completed this annual training in 2024.

Our Whistleblower Protection Policy outlines how a suspected

misconduct or an improper situation or circumstances in

relation to Ventia can be reported and the protections a

whistleblower will receive.

We continued as members of and contributors to the

Infrastructure Sustainability Council’s (ISC) Modern Slavery

Coalition in Australia in 2024. Our continued contribution

supports the objectives of our customers and promotes

action throughout our supply chain. The coalition focuses

on accelerating the eradication of modern slavery in the

infrastructure supply chain by shifting industry from reactive

compliance to transformational leadership.

50

| A LOCAL AND DIVERSE SUPPLY CHAIN

We are dedicated to fostering meaningful partnerships with
social enterprises as part of our people and community focus.

Throughout 2024, we partnered with a range of social enterprises,

charities, and not-for-profit organisations to support local

community needs, including Indigenous groups, people with

disability, disadvantaged youth, and the long-term unemployed.

In 2024, we continued to work closely with leading advocates

for social enterprises, such as Social Traders in Australia and the

Akina Foundation in New Zealand. We spent $14.4 million with

51 social enterprises in 2024, 23% above our target for the year.

Social enterprise

engagement

Pictured: School children visiting a water treatment plant in Northland, NZ

51

VENTIA ANNUAL REPORT 2024 |

WINNER

Excellence in Business

Corporate Social

Responsibility Award 2024

2024 Northern Territory Business

Excellence Awards

Northern Territory Chamber

of Commerce

Awards and

Recognition

Ventia partners with Civik

In 2023, we launched a partnership with Civik, a social

enterprise that creates employment and training opportunities

for young people facing barriers to work, particularly First

Nations people and former refugees and asylum seekers.

Working with Civik, Ventia supports skilled workers through

targeted training and mentorships and we have integrated

seven workers into our operations.

Gerard is a Kenyan refugee who moved to Australia at the

age of 16. With a keen interest in construction, his job search

was initially hindered by his limited English skills. Gerard

joined the Civik program and was one of the first from Civik

to work with Ventia on our Telecommunications contract.

The Civik/Ventia partnership equips individuals like

Gerard with the skills and confidence needed for careers

in construction, engineering, and telecommunications.

In 2024 our partnership was recognised in The Faculty

Awards for Excellence and the ACCOMM Awards for Best

Diversity and Inclusion Program.

Case study:

WINNER

Awards for Excellence

‘Best Diversity and

Inclusion Program’

Ventia’s social enterprise

partnership with Civik

2024 ACCOMM Awards

ACCOMM

Awards and

Recognition

Stronger customers
and flourishing

communities

52

| STRONGER CUSTOMERS AND FLOURISHING COMMUNITIES

At the centre of our customer approach is the principle that our success depends on our customers’ success, which is

ultimately about helping them to achieve their goals. As we mature, our cross sector collaboration efforts remain key, as well as

understanding our customers' needs and requirements beyond the terms of a contract. By identifying requirements outside a

customer’s direct contract, we can leverage the breadth of capabilities across our sectors to deliver more comprehensive and

impactful solutions.

In 2024, we continued to embed and mature our customer segmentation and strategic account management approach,

deepening our understanding of our customer relationships and behaviours through our customer listening activities. This has

enabled us to better understand and serve our customers and identify future pipeline opportunities. Evidence of this progress

includes reaching a renewal rate of 91.9% in FY24 and increasing our cross-sell revenue by 24% to $115.8 million.

Through collaboration and better understanding our customers we have built robust and long-term relationships. Ventia has

been a strategic partner to the Australian Defence Force for over 35 years and we have provided a diverse range of services to

Telstra for 30 years. Our partnership with Transpower in New Zealand has evolved over 30 years in New Zealand. We have also

maintained and strengthened partnerships with many other public and private customers.

We differentiate ourselves by developing long-term

and strategic relationships with our customers through

building trust and delivering service excellence

Pictured: Contract launch of our Western Power contract, Perth, WA

Our portfolio of customers
is diversified

Revenue by client type

1

Public 75%

Private 25%

Public 75%

Private 25%

Revenue by contract profile

1

Schedule of rates 71%

Cost Reimbursable 20%

Fixed cost 9%

Schedule of rates 71%

Cost Reimbursable 20%

Fixed cost 9%

Revenue by escalation mechanism

1

Indexation 50%

Annual Review 19%

Cost Reimbursable 20%

Short term or panel arrangement

2

11%

Indexation 50%

Annual Review 19%

Cost Reimbursable 20%

Short term or panel arrangement

2

11%

Indexation 50%

Annual Review 19%

Cost Reimbursable 20%

Short term or panel arrangement

2

11%

Indexation 50%

Annual Review 19%

Cost Reimbursable 20%

Short term or panel arrangement

2

11%

53

VENTIA ANNUAL REPORT 2024 |

Longevity of client relationships

Relationship

(years)

SectorClient description

35+Defence & Social InfrastructureDefence agency

30+Infrastructure Ser vicesNZ electricity provider

30+TelecommunicationsMajor telecommunications agency

25+TransportGovernment road agency

25+Transport

Large toll road owner - motorways

and tunnels

20+Infrastructure Ser vices

Energy network operator and retailer

20+Defence & Social InfrastructureGovernment social housing provider

20+Infrastructure Ser vices

Government electricity transmission

and distribution

15+TransportGovernment road agency

15+TelecommunicationsMajor telecommunications agency

10+TelecommunicationsTelecommunications network owner

10+Infrastructure Ser vices

Leading natural gas producer

1. Revenue by client type, contract profile and escalation mechanism reflects HY24 Total Revenue.

2. Panel arrangements relate to specific projects that are short term and individually priced, taking

into account the prevailing market. conditions at the time of the tender.

Strengthening our 30-year strategic
partnership with Telstra

In 2024, Ventia signed a new five-year strategic

partnership with Telstra to optimise the delivery of design,

construct, and maintenance of Telstra’s critical digital

infrastructure. This new strategic partnership provides a

positive outcome for Telstra and Ventia.

Ventia has been providing services to Telstra for 30 years,

with a strong customer focus. This long-standing strategic

partnership is testament to Ventia’s commitment to

providing service excellence and supporting Telstra’s

strategic goals. The new partnership agreement

commences in 2025.

The contract covers nationwide lifecycle

management and fixed network services for Telstra’s

digital infrastructure facilities. By leveraging the

scale and reach of these assets, the partnership will

also cover the design and large-scale construction

of asset relocation and commercial works, as well as

network design and construction, including wideband,

optical fibre, data, and IP networks.



We are delighted to continue our valued

partnership with Ventia, leveraging their

extensive experience and knowledge in

infrastructure construction and maintenance

to help drive further operational efficiencies

across our extensive fixed network

site portfolio.


Brendon Riley,

Telstra InfraCo Chief Executive Officer

Case study – Telstra

54

| STRONGER CUSTOMERS AND FLOURISHING COMMUNITIES

Pictured: Installation of a new fibre optic cable across Sydney Harbour, as part of Telstra InfraCo's InterCity Fibre Network build, NSW

We have a long-standing relationship with Telstra
Relationship spanning 30 years demonstrates our position as a major delivery partner

Example Projects

2022

Intercity Fibre Network

Upgrade Telstra’s

Intercity Fibre Network

to support massive

data growth

2015

Mobile Site

Acquisition,

Environment and

Design (SAED)

and Site Make

Ready (SMR)

Sites Access

Design upgrade

and construction

of Telstra mobile

towers

1994-2014

Hybrid Fibre

Coaxial (HFC)

Design and

construct of

Telstra’s HFC

network nationally

2.8m+ premises to

deliver pay TV and

broadband

2000+

Network Integrity

& Facilities

Management

of Telstra’s assets

and emergency

power services

2008

Regional Optic Fibre /

Interexchange Network

Design and install fibre

for backhaul network

increasing network

capacity

2024

Telstra Strategic Field

Maintenance, Design

and Construction

contract

5-year strategic

partnership signed

with Ventia to

design, construct

and maintain critical

telecommunications

and power

infrastructure across

the Telstra network.

Work starts in 2025

2020

Telstra Field

Operations (TFO)

TFO contract

signed. New

commercial model

for the industry

1998 to current

Asset relocations

and Commercial

Works (ARCW)

Relocate

Telstra’s network

infrastructure

ensuring continuity

of service

2001+

Wideband

Connect >10k

high bandwidth

services to

Telstra Enterprise

customers per

annum

199419982000200120082015

partnership

30-year

contract

5 year

in total revenue

$2b

202020222024

55

VENTIA ANNUAL REPORT 2024 |

Pictured: TBC

Evolving our relationship with Transpower
Since 1992, Ventia has been a trusted partner to Transpower providing

services to the North and South Islands of New Zealand. Today, Ventia services

approximately 37 per cent of Transpower’s network.

Transpower owns and operates New Zealand’s National Grid, the high voltage

transmission network connecting electricity generation with cities, towns and

rural communities across the country.

Ventia’s workforce supports Transpower with everything from maintenance and

operations of its lines, towers and substations to capital works and protection

and testing, and commissioning critical infrastructure across the national grid.

Transpower’s network spans a wide variety of environments, including remote

mountainous terrain and dense urban environments, and work is undertaken in

a range of weather conditions. This requires complex and innovative techniques

to minimise or eliminate supply disruptions, while optimising operational

efficiencies and, above all else, making sure safety is the number one priority.

Our partnership with Transpower has evolved over the last 30 years by

developing our capabilities in line with emerging technical innovations,

environmental and sustainability shifts and emergency and incident

management response.

Case study – Transpower

Awards

Every two years Transpower holds

STAR Awards to recognise the people

who build, operate and maintain

the national grid - the people who help

keep the lights on for everyone in New

Zealand.

The STAR Awards – 'STAR’ stands for

‘Safety Thanks and Recognition’ and

recognises best practices in the field.

Ventia has had great success over

the years, achieving:

• 2023 Frontline Leadership Award

• 2023 STAR Supreme Award

• 2023 Team Safety Award – Protection

and automation improvements

• 2021 Safety Innovation Award

• 2021 Future of Safety Award

• 2021 Frontline Leadership Award

• 2021 Team Safety Award –

Rangitātā River Even Response

• 2016 Commitment to Safety Award –

Conductor Stringing Team

• 2014 Top Depot Award

• 2014 Apprentice of the Year Award

• 2012 Best Safety by Design

• 2012 Best Safety and Health

Leadership

of partnership

30 years

of high voltage transmission lines

11,238km

towers and poles

4 0,6 74

Key statistics

56

| STRONGER CUSTOMERS AND FLOURISHING COMMUNITIES

Pictured: Ventia crew reconductor

a section of the Roxburgh - Islington Transmission line, NZ

Pictured: Ventia crew completing repairs using helicopter on the south island of NZ

57
VENTIA ANNUAL REPORT 2024 |

Pictured: A Ventia crew member responds during heavy snow to undertake conductor repair works, NZ

Creating flourishing communities
through social value

Our Social Sustainability Strategy helps us to identify

and measure the impact we are having on our employees,

customers, and local communities. It also ensures we

structure and undertake activities that contribute to creating

flourishing communities across Australia and New Zealand.

Our strategy is operationalised through the adoption of our

Social Value Framework, which shapes the work we do across

our sectors and projects. Delivered through sector-specific

and project-level implementation plans, the framework makes

sure our activities align with our strategic objectives and local

community needs.

Highlights

in social value generated

in FY24 for communities

across Australia and

New Zealand

$3.9b

Community grants

provided in FY24

55

in community funding

provided to community

groups since 2011

$700k+

member organisations

of Australia and

New Zealand Social

Value taskforce

40

Health and

Wellbeing

Community

Engagement

Employment and

Skills

Fairness, Inclusion

and Respect

Social Procurement

Ensure wellbeing

and resilience in

our workforce and

communities

Prioritise what

matters most to our

communities

Deliver the skills

for the future

Ensure diverse and

local workforce

Engage diverse and

local supply chain

Support the physical

and mental health

and wellbeing of

our people and

communities.

Collaborate with

local stakeholders to

co-design initiatives

that prioritise the

outcomes that

matter most to our

communities.

Create opportunities

for future talent to

grow, thrive and

succeed through the

Ventia Academy.

Provide pathways

for locals from most

disadvantaged

areas and those

from priority groups

including women,

Indigenous people,

veterans and people

with disabilities.

Offer fair, responsible

procurement that

empowers local

small and medium

sized enterprises,

and Indigenous-

owned businesses to

engage in our supply

chain.

Social Value Framework

Our commitment to supporting

local communities

Our commitment to supporting local communities

across Australia and New Zealand helps ensure that

resources stay within the regions, empowering local

businesses, creating opportunities for local people,

and contributing to long-term community development.

This approach strengthens communities and

demonstrates our dedication to being a trusted partner

that invests in the people and places it serves.

58

| STRONGER CUSTOMERS AND FLOURISHING COMMUNITIES

Pictured: St Barbara’s Parish School library received new

library books through Ventia’s Community Grants program

Ventia supports literacy through
community grants program

Ventia has provided community funding to Dymocks

Children’s Charities’ Library Regeneration Program. The

program has provided new books to disadvantaged

children across schools in Australia since 2021.

St Barbara’s Parish School library received 200 new

library books in 2024 as part of the program.

Zoe Nelson-Carey, Corporate Partnerships Development

Manager for Dymocks Children’s Charities said their goal

is to promote a love of reading and improve literacy

outcomes for disadvantaged children across Australia.

"We believe all children should have access to good

books, regardless of their circumstances. Literacy levels

in Australia remain of concern, particularly amongst the

most vulnerable groups in society," she said.

"Thanks to Ventia's support, we have been able to deliver

more than 800 new books to disadvantaged children

across six schools across Australia with our Library

Regeneration Programs."

Measuring our social impact

To measure our social impact, we use the TOMs system

(Themes, Outcomes, and Measures), which has been

best practice in measuring social value in Europe for

over 10 years. We have integrated the TOMs system into

Ventia’s operations to quantify our social impact, with

a focus on key metrics such as local employment and

procurement spend.

In 2024, we continued to co-chair the Australia and New

Zealand (ANZ) Social Value Taskforce bringing together

over 40 of the largest employee organisations in Australia

across public, private and social sectors. We continue to

collaborate with the Taskforce and are currently developing

additional metrics. This Taskforce sets new standards for

measuring and enhancing social value across industries, its

comprehensive approach ensures that we can demonstrate

the value of our work to both local communities and

broader stakeholders.

We reported social value performance for a second

consecutive year in 2024. Independent validation is

conducted by Social Value Portal and calculated using

the TOMs system. This figure reflects contributions from

initiatives focused on local spend and employment in

Australia and New Zealand.

In 2024 our local employment was 91% (increased from

87% in 2023) and our local spend was 72% (decreased

from 73.5% in 2023). In total, we delivered an estimated

$3.9 billion in social value which was a 9% reduction from

the previous year, due to the slight reduction in local spend.

Overall, we generated a total of $8.2 billion of social value

over the past two years.

To ensure our sustainability efforts are informed by local

needs, we have partnered with Community Insights

Australia who provide a platform to access socio economic

data across different communities so that we can better

understand the issues they are facing. This partnership

allows us to conduct thorough local needs analyses,

which inform our project-level action plans to ensure our

projects are impactful and addressing the specific needs

of each locality.

Community Grants Program

Our Community Grants Program continued to

demonstrate its deep connection to local communities

in 2024, providing essential support to projects that

bring real value to people’s lives. We received a range of

applications from community groups across Australia in

2024. Our local Steering Committees applied their regional

knowledge to assess these applications and 55 community

groups received over $100,000 in funding in 2024.

The total amount provided by the program to

communities over Australia and New Zealand reached

over $720,000, benefiting 428 community groups since its

inception in 2011.

WINNER

Community

Contribution Award

Ventia’s Social Sustainability

Framework

ABA100® Business

Excellence Awards

Australian Business Awards

FINALIST

Industry Impact –

Private Sector

Social Sustainability Framework

2024 Annual Gala Awards

Infrastructure Sustainability

Council (ISC)

Awards and

Recognition

Case study:

59

VENTIA ANNUAL REPORT 2024 |

Pictured: Members of our water team at a wastewater treatment plant, Rocklea Qld
Sustainable

financial

growth

Contents

Operating and Financial Review 61

1. Operating model and business strategy 61

2. Statutory financial performance 61

3. Sector financial performance 64

4. Financial position 68

5. Outlook 69

6. Risk management 70

7. Climate-related risks and opportunities 74

60

| S USTAINABLE FINANCIAL GROWTH

61
VENTIA ANNUAL REPORT 2024 |

Ventia Services Group Limited (Ventia or Company) and its controlled entities (together referred to as the Group) is a leading

essential infrastructure services provider in Australia and New Zealand.

1. Operating model and business strategy

Ventia has extensive capabilities across the full asset lifecycle and provides services across a diverse range of industry sectors

through long-term contracts with a range of government agencies and blue-chip organisations.

Ventia is structured across four sectors:

• Defence and Social Infrastructure;

• Infrastructure Ser vices;

• Telecommunications; and

• Transport.

Ventia’s strategy is Redefining Service Excellence and is centred on three priorities: client focus, innovation and sustainability.

Ventia has identified three key drivers of increasing its market share:

• Renewing and growing existing contracts;

• Winning new work; and

• Cross-selling our expert capabilities.

2. Statutory financial performance

2.1 Statutory Group financial highlights

2024

$’m

2023

$’m

Change

$’m

Change

%

Revenue6,105.55,676.4429.17.6%

Profit after income tax220.2189.830.416.0%

2024

cents per

share

2023

cents per

share

Change

cents per

share

Change

%

Basic earnings per share25.7422.193.5516.0%

Other measures

(i)

2024

$’m

2023

$’m

Change

$’m

Change

%

EBITDA 499.3465.234.17.3%

NPATA2 27. 9202.125.812.8%

Operating cash flow before interest and tax456.2412.943.310.5%

Operating cash flow conversion %

(ii)

91.4%88.8%n/a2.6pp

Work in hand19,353.618,138.41,215.26.7%

(i) Other measures are non-International Financial Reporting Standards (IFRS) measures that have been derived from statutory information.

(ii) Calculated as Operating cash flow before interest and tax divided by EBITDA.

EBITDA – Earnings before interest, tax, depreciation and amortisation.

NPATA – Net profit after tax excluding the after tax impact of amortisation of acquired intangible assets.

Operating and Financial Review

2.2 Statutory Group financial performance
2024

$’m

2023

$’m

Change

$’m

Change

%

Revenue6,105.55,676.4429.17.6%

Expenses(5,609.3)(5,214.8)(394.5)7.6%

Share of profits of joint ventures3.13.6(0.5)(13.9%)

Earnings before interest, income tax, depreciation and amortisation499.3465.234.17.3%

Depreciation expense(105.6)(106.6)1.0(0.9%)

Amortisation expense(33.0)(39.1)6.1(15.6%)

Earnings before interest and income tax360.7319.541.212.9%

Finance costs(58.8)(55.6)(3.2)5.8%

Interest income11.16.24.979.0%

Profit before income tax 313.0270.142.915.9%

Income tax expense(92.8)(80.3)(12.5)15.6%

Profit after income tax 220.2189.830.416.0%

Amortisation of acquired intangible assets (after tax)7.712.3(4.6)(37.4%)

NPATA2 27. 9202.125.812.8%

Revenue

Ventia reported an increase in revenue of $429.1 million, or 7.6%, to $6,105.5 million in FY24. The growth was driven by the strong

performance in the Defence and Social Infrastructure and Telecommunications sectors, as a result of increase in work volume and

contribution from contracts commencing in the second half of 2023, and during 2024.

Section 3 provides further commentary on sector performance.

EBITDA

EBITDA increased by $34.1 million, or 7.3%, to $499.3 million in FY24. The movement was driven primarily by the increase in

revenue. The Group maintained a stable EBITDA margin at 8.2% (FY23: 8.2%).

Depreciation expense

There was no significant change in depreciation expense compared to FY23.

Amortisation expense

Amortisation expense decreased by $6.1 million, or 15.6%, to $33.0 million in FY24, as a portion of acquired customer contracts

and relationships became fully amortised.

Finance costs and interest income

Finance costs increased by $3.2 million, or 5.8%, to $58.8 million in FY24. The movement was due to an increase in interest

expense on the Group’s syndicated loan facilities as a result of a higher average Bank Bill Swap Bid Rate (BBSY) in 2024. The Group

partially hedges its interest risk exposure by entering into interest rate swap arrangements.

The Group refinanced its loan facilities in November 2024. Refer to Section 4.1.

Interest income increased by $4.9 million, or 79.0%, to $11.1 million in FY24 due to higher cash balances held during the year.

Income tax expense

Income tax expense was $92.8 million for FY24, representing an effective tax rate of 29.6% (FY23: 29.7%).


62

| SUSTAINABLE FINANCIAL GROWTH

2.3 Statutory cash flow
Operating cash flow

Net cash generated from operating activities for FY24 was $356.2 million, representing an increase of $50.3 million from FY23.

The improvement in cashflow was primarily due to a $43.3 million increase in operating cash flow before interest and tax, and

increase in interest received of $4.9 million. The increase in operating cash flow before interest and tax was primarily due to a

$34.1 million increase in EBITDA.

Investing cash flow

Total investing cash outflow of $79.3 million was $34.6 million higher than FY23. This increase was driven primarily by the

payment of $11.9 million to acquire Landscape Solutions Pty Limited, an increase of investment of $15.6 million in plant

and machinery to support contract wins in the Infrastructure Services and Telecommunications sectors, and leasehold

improvements for new offices.

Financing cash flow

Total financing cash outflow of $222.4 million increased by $20.3 million compared to FY23. This was primarily due to an

increase in dividends paid of $18.7 million.

2.4 Dividends

Ventia’s dividend policy is to pay out between 60% and 80% of its NPATA as a dividend. NPATA provides a proxy for Ventia’s

cash flows available to pay dividends. It is a key measure of Ventia’s financial performance.

On 7 October 2024, the Company paid an interim dividend of 9.35 cents per share, 80% franked. On 18 February 2025, the Board

resolved to pay a final dividend of 10.63 cents per share, 80% franked. This brings the total distribution for FY24 to 19.98 cents per

share, representing a payout ratio of 75% of NPATA.

Ventia intends to frank future dividends to the maximum extent possible, subject to the availability of franking credits.

Pictured: Ventia team members provide asset management and maintenance services including boat ramp maintenance for Port of Brisbane, Qld

63

VENTIA ANNUAL REPORT 2024 |

3.1 Defence and Social Infrastructure
2024

$’m

2023

$’m

Variance

$’m

Variance

%

Sector revenue2,579.42,357.7221.79.4%

% of Group revenue42.2%41.6%n/a0.6pp

Sector EBITDA180.6160.420.212.6%

Sector EBITDA %7.0%6.8%n/a0.2pp

Performance

Defence and Social Infrastructure reported FY24 revenue of $2,579.4 million, which represents an increase of $221.7 million or

9.4% on FY23. The increase is driven by higher work volumes and minor capital works with Defence. We have also continued to

win new contracts with Defence, including a $564 million Defence Firefighting Services contract, which mobilised in October 2024.

As a trusted partner to key customers and through the ongoing delivery of service excellence, new contracts were secured,

including a $570 million five-year Homes NSW social housing maintenance contract. In 2024, we also secured a further one-

year extension to our Auckland Council facility management contract, and an additional one-year extension to our Whole of

Government cleaning services contact with NSW Public Works, reflecting our strategic relationship with clients.

FY24 EBITDA was $180.6 million, an increase of $20.2 million or 12.6% on FY23, driven by the increase in revenue noted above

and productivity improvements.

3. Sector financial performance

FY24 Sector EBITDA

$180.6m

 12.6% on FY23

% of total Group revenueSector revenue ($’m)

42.2%

FY23FY24

2 , 3 5 7.7

2,579.4

Pictured: Members of our firefighting and rescue services team, Oakey, Qld

64

| SUSTAINABLE FINANCIAL GROWTH

3.2 Infrastructure Services
2024

$’m

2023

$’m

Variance

$’m

Variance

%

Sector revenue1,316.71,306.110.60.8%

% of Group revenue21.6%23.0%n/a(1.4pp)

Sector EBITDA109.9115.6(5.7)(4.9%)

Sector EBITDA %8.3%8.9%n/a(0.6pp)

Performance

Infrastructure Services reported FY24 revenue of $1,316.7 million, which represents an increase of $10.6 million or 0.8% on FY23.

This was a result of stronger volumes across numerous Energy, Water and Renewables contracts in Australia and New Zealand,

offset by spending reductions from key clients and the conclusion of projects in Resources, Industrial Services and Environment.

New work won in FY24 included a five-year maintenance services contract with Western Power, Burpengary East Wastewater

Treatment Plant upgrade for Unitywater and a new four-year maintenance contract with Seqwater. In New Zealand we secured

new work with Lightsource bp, delivering grid connection assets including two high voltage substations for the Kōwhai Park

solar farm project. Contract renewals included Yallourn Mine maintenance project for RTL Mining and Earthworks Pty Ltd and

a Non-Network Infrastructure Services Contract with Energy Queensland. Contract extensions in FY24 included extension of the

contract with Sydney Water until 2030 and a 12-month extension of our contract with Urban Utilities.

FY24 EBITDA was $109.9 million, a decrease of $5.7 million or 4.9% on FY23. A number of capital projects were completed in FY23

delivering favourable margin outcomes, which were not replicated in FY24. EBITDA and margin were stronger in the second half

of FY24 due to the ramp up of key wins in Energy, Water and Renewables.

FY24 Sector EBITDA

$109.9m

 4.9% on FY23

% of total Group revenueSector revenue ($’m)

FY23FY24

1,306.1

1, 316.7

21.6%

Pictured: Members of our water team performing inspections at a wastewater treatment plant, Rocklea, Qld

65

VENTIA ANNUAL REPORT 2024 |

3.3 Telecommunications
2024

$’m

2023

$’m

Variance

$’m

Variance

%

Sector revenue1,577.01,375.8201.214.6%

% of Group revenue25.8%24.2%n/a1.6pp

Sector EBITDA199.6173.126.515.3%

Sector EBITDA %12.7%12.6%n/a0.1pp

Performance

Telecommunications reported revenue of $1,577.0 million, which represents an increase of $201.2 million or 14.6% on FY23.

Telecommunications continued to perform strongly both in core carrier works and defence and space adjacency with increasing

revenues from this market. Build volumes accelerated in the year and remained at strong levels in the second half of 2024.

New work won in 2024 included a five-year strategic agreement to support critical digital infrastructure with Telstra Strategic

Field Maintenance, Design and Construction Contract and is expected to generate over $400 million annual revenue over the next

five years. During the year, Telecommunications was also awarded three On-Demand Modules, with total value of $300 million in

aggregate. Contract renewals include the extension of the NBN Unify Network contract.

FY24 EBITDA was $199.6 million, an increase of $26.5 million or 15.3% on FY23, driven by the increase in revenue noted above.

FY24 Sector EBITDA

$199.6m

 15.3% on FY23

% of total Group revenueSector revenue ($’m)

FY23FY24

1,375.8

1,577.0

25.8%

Pictured: Works in progress at the SK AO telescope site in Murchison, WA

66

| SUSTAINABLE FINANCIAL GROWTH

3.4 Transport
2024

$’m

2023

$’m

Variance

$’m

Variance

%

Sector revenue632.4636.8(4.4)(0.7%)

% of Group revenue10.4%11.2%n/a(0.8pp)

Sector EBITDA46.345.11.22.7%

Sector EBITDA %7.3%7.1%n/a0.2pp

Performance

Transport reported revenue of $632.4 million, which represents a decrease of $4.4 million or 0.7% on FY23. This decrease

was driven by operational and contract award delays impacting delivery in New Zealand, Queensland and Western Australia.

The decrease was offset by new contracts initiated in the second half of FY23, such as the Incident and Response Maintenance

contract with Transurban Queensland, and provision of Intelligent Transport Systems & Solutions for the Westgate Tunnel and

Western Distributor Smart Motorway projects.

In FY24, Transport successfully secured several new contracts and renewals, including the River Torrens to Darlington (T2D)

project for the South Australian Department for Infrastructure and Transport and a three-year minor capital works contract for

Citylink Melbourne. Across the year, Transport also renewed the Far North District Council Road Maintenance Contract and the

Lyttleton Tunnel Maintenance Contract both in New Zealand. Contract extensions included the Lane Cove Tunnel and M2 Incident

Response and Maintenance Contract and the Brisbane Airport Corporation Pavement Services Contract.

FY24 EBITDA was $46.3 million, an increase of $1.2 million or 2.7% on FY23. The EBITDA margin improved slightly from 7.1% to

7.3%, underpinned by ongoing project efficiencies and operational improvements across the business.

FY24 Sector EBITDA

$46.3m

 2.7% on FY23

% of total Group revenueSector revenue ($’m)

FY23FY24

636.8

632.4

10.4%

Pictured: Member of our Transport team at a Sydney Harbour Tunnel night closure, Sydney, NSW

67

VENTIA ANNUAL REPORT 2024 |

4. Financial position
4.1 Liquidity and capital management

As at 31 December 2024 the Group’s liquidity was $792.8 million, comprising cash balances of $392.8 million and an undrawn

revolving cash facility of $400.0 million.

In November 2024, the Group completed its debt refinancing by entering into the following committed and unsecured facilities:

• a $900.0 million revolving cash facility, comprising two $250.0 million tranches, which were fully drawn as at 31 December 2024

and a $400.0 million tranche, which was undrawn as at 31 December 2024. The two $250.0 million tranches will mature in 2027

and 2028 respectively and the $400.0 million tranche will mature in 2029.

• a $250.0 million Asian Term Loan (ATL) facility, which was fully drawn at 31 December 2024. The ATL will mature in 2031.

Covenants on financing facilities

The Group’s financing facilities contain undertakings to comply with financial covenants and ensure that Group guarantors of

these facilities collectively meet certain minimum threshold amounts of Group EBITDA and Group total tangible assets.

The main financial covenants that the Group is subject to are leverage ratio (≤3.25) and interest coverage (≥4.0). As at

31 December 2024, the leverage ratio and interest cover ratio were 1.0 and 11.2 respectively.

Reporting of financial covenants to financiers occurs semi-annually for the rolling 12-month periods to 30 June and 31 December.

The Group was in compliance with all its financial covenants as at 31 December 2024.

Bank guarantees and insurance bonds

The Group has $760.0 million (2023: $690.0 million) of bank guarantee and insurance bond facilities on a committed and uncommitted

basis to support its contracting activities. The Group’s facilities are provided by a number of banks and insurance companies on

an unsecured and revolving basis. The Group has utilised $460.5 million (2023: $392.5 million) of these facilities at 31 December 2024.

Credit ratings

At 31 December 2024 and 2023, the Group has investment grade credit ratings of Baa2 (Outlook Stable) from Moody’s and BBB

(Outlook Stable) from S&P.

4.2 Statutory consolidated statement of financial position

Net working capital

Net working capital comprises trade and other receivables, contract assets and inventories, less trade and other payables,

contract liabilities, employee benefit liabilities and provisions.

The net working capital balance increased by $42.5 million in FY24, driven by a decrease in trade and other payables of

$60.7 million, offset by a decrease in trade and other receivables of $16.2 million. Robust working capital management improved

our operating cash conversion ratio to 91.4%, representing a 2.6pp increase on the prior year.

Net debt

Net debt comprises borrowings (excluding capitalised borrowing costs) and lease liabilities, less cash and cash equivalents.

Net debt decreased by $43.8 million to $501.0 million, primarily due to the increase in cash held at the end of the year of

$54.1 million. The increase in cash held at the period end reflects the strong operating cash flows of the Group.

Total equity

Total equity of the Group increased by $60.7 million, primarily due to $220.2 million of profit after income tax, offset by

$158.6 million of dividends paid.

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| SUSTAINABLE FINANCIAL GROWTH

5. Outlook
Ventia is well positioned for FY25 as we continue to leverage our expert capabilities across our four sectors. We are committed to

continuing to provide sustainable financial returns through retaining and growing existing contracts and securing new contract

wins. There are a number of significant and growing market trends that are expected to provide tailwinds for growth across our

core business and adjacencies. We have a stringent gated lifecycle process in place that allows us to carefully control our project

portfolio to ensure we are managing risks well.

Ventia is a stable, resilient and diversified business supported by a high customer renewal rate of over 90%, increasing work in

hand and an investment grade balance sheet.

For FY25, underlying NPATA growth is expected to be 7-10% as compared to FY24.

Pictured: Member of our Facilities Management team performing maintenance at Albert Park, Auckland, NZ

69

VENTIA ANNUAL REPORT 2024 |

70
| SUSTAINABLE FINANCIAL GROWTH

A robust risk management framework is critical

to enabling Ventia to achieve its strategic,

operational and commercial objectives

aligned with our commitment to redefining

service excellence.

6. Risk Management

Internal Audit

External Audit

Internal

Independent

Project Reviews

Risk Management ProcessIndependent

Review Risk

and Controls

Risk Appetite

Identify

Control

Monitor

& Test

Assess

Strategic Risk

Operational Risk

Financial Risk

Regulatory/

Compliance

Oversight

& Reporting

The diversity of Ventia’s operations, geographic footprint, markets serviced and the services provided, results in exposure

to a broad range of risks but also generates opportunities that can impact Ventia’s business outcomes and financial

performance. Ventia’s risk framework manages both risks and opportunities.

The risk and opportunity management framework is overseen by the Board and the Audit, Risk and Compliance Committee

(ARCC) (a sub-committee of the Board). The Board undertakes an annual review of Ventia’s risk appetite, and governance and

compliance arrangements. The ARCC meets quarterly and is accountable for ensuring that the risk management framework

is implemented appropriately. The Group CEO and the Executive Leadership Team implement the risk and opportunity

processes within their areas of accountability. These roles and responsibilities are depicted below in Ventia’s Risk Framework,

which is part of the overall Ventia Corporate Governance Framework:

Executive Leadership Team

Internal Audit

Strategic risks

Long-term, external factors,

industry trends, potential

to change direction of

Ventia’s strategy.

Appetite scorecard

Emerging risks

A new or unforeseen

risk that we have not

yet contemplated.

Continuous scanning

by all levels of

management.

Tactical risks

Medium-term, sector / business

unit-specific, potential to

change

direction of sector’s strategy.

Top 10 risks & opportunities

Operational risks

Day-to-day, compliance,

people, systems and

processes, potential to

change direction of

project’s strategy.

Risk & opportunity register

Enterprise

risk

Organisation

Business risk

Sectors / business units /

enabling functions

Project delivery/Contract risk

Gate governance processes

Management policies

Work winning processes

Delegation of authority

Project delivery processes

Incident response procedures

Internal control environment

Business unit strategy

EscalateCascade

Escalate

Cascade

Risk management

Ventia Board

All employees

Risk management

Board sub-committees

Risk management

Ventia's Risk Framework

Ventia is committed to effective risk management at all

levels of the organisation as an essential element of business

governance. A risk management culture fosters the collective

ability to identify, understand, escalate and then openly

discuss and respond to current and future risks.

Ventia actively manages its risk and embeds risk management

in our processes and practices to foster positive risk

behaviours, which adapt to a rapidly changing business.

Ventia believes that a successful risk management framework

can create opportunities by effectively identifying, assessing

and mitigating risks in a way that is aligned with the strategic

framework and appetite for risk. This framework applies to

all of Ventia's identified risks and opportunities, including

climate-related risks and opportunities.

Ventia defines risk management as the identification,

assessment and treatment of risks that have the potential

to materially impact the operations, people, reputation, the

environment and the communities in which Ventia operates,

as well as the financial prospects of Ventia. The risk and

opportunity management framework guides how Ventia

identifies, assesses, controls, monitor and tests, and reports

on risks and opportunities across the business while ensuring

that Ventia operates within the risk appetite established by

the Board.

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VENTIA ANNUAL REPORT 2024 |

Key risks

Key risksManagement approach

Health and safety of Ventia’s workforce

At Ventia, safety and health is the #1 brand promise.

Given the nature of Ventia’s operations and our

locations, our workforce of more than 15,000

employees and 20,000 subcontractors across Australia

and New Zealand, including in remote locations, may be

exposed to health and safety risks in the performance

of their duties.

• Group-wide Safety and Health Management System (comprising safety policies,

standards, processes and management system) underpins management of

health and safety, minimising injury and illness and optimising return to work

• Mandatory Critical Risk Protocols, and their elements of critical controls,

mandatory safety rules and safe work fundamentals, set the essential requirements

and behaviours for managing high-risk activities that may cause significant injury

• External and internal audits validate compliance and drive

continuous improvement

• Healthy Minds and Healthy Bodies programs help the workforce to prioritise

and enhance their overall physical and psychological wellbeing

• Elevate Safety Leadership Excellence program to empower leaders with key

insights into enhanced actions, behaviours and performance needed to

elevate sustained safety performance and value

• Ventia also applies a ‘Fair Play’ model to promote outstanding performance

and reinforce significant leadership accountability for safety outcomes

Work winning and retention of work

• Ventia recognises that our ability to win strategically

significant and value creating work will materially

impact our earnings and future success.

• Ventia may fail to realise contract extension options,

renew existing contracts or win new contracts.

• Successful panel tender processes may not

guarantee new work.

• Commencement of new contracts may be delayed.

• Some counterparties may have the right to terminate

their contract or renegotiate during the contract term.

• Ventia’s existing and target customers may choose to

change from outsourcing to insourcing services.

• Ventia’s work winning teams identify and secure cross-sector/ cross contract

opportunities to bring expanded capabilities to existing customers

• Project teams are tasked with utilising existing Ventia capabilities for service

deliver y instead of outsourcing

• Cross-sector selling is included in work winning and project performance reviews

to ensure we bring Ventia’s full service and capability offering to our customers

• Best available data is utilised across Ventia to focus on continued growth in

existing contracts along with winning new work

• Building and maintaining strong relationships with customers, strategic

partners and stakeholders to understand changing and future requirements

• Deliver service excellence building trust and satisfaction in our performance

for long-term customer relationships

Cybersecurity, data protection risks and

third-party technology providers

Ventia relies on a complex information and

communications technology platform to manage

the deliver y of our operations and ser vices to

our customers.

• Cyber threats that seek to attack/undermine Ventia

data, customer data and systems may result in

information or data loss, operational disruption,

brand and reputational damage, financial loss,

regulator y inter vention, loss of customer trust, as

well as having the potential to impact the ability to

secure future work opportunities.

• Ventia’s Information Management Framework (VIMF) provides the standards

for the Group and defines the foundation of Ventia’s approach to information

security defending against cyber threats, protection of customer and employee

data, compliance with regulations, and maintaining business continuity

• The VIMF includes the requirements for service continuity and disaster

recovery planning to enable the recovery of Ventia’s critical business services

in a timely manner to minimise the effect of disruptions and to maintain resilience

• Internal and external audits and reviews validate compliance and drive

continuous improvement

• Undertake cybersecurity review of third parties and business continuity

planning for service delivery excellence

• Ventia’s cyber awareness program includes yearly training on our cybersecurity

policy, individual cybersecurity assessments, regular email phishing campaigns,

device registration and protection monitoring, and training programs

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| SUSTAINABLE FINANCIAL GROWTH

Key risksManagement approach

Attracting and retaining talent

Our ability to attract, retain and engage a diverse

workforce while developing future-ready skills

underpins Ventia’s performance and growth. Labour

markets over the last 12 months have eased across

Australia and New Zealand, however competition for

talent remains challenging.

• Integrating talent management with business strategy to differentiate the

company through service excellence driven by its people

• Conducting regular talent reviews and succession planning to identify and

develop future leaders within the organisation

• Refine competitive remuneration and benefits strategies to attract and retain

top talent

• Providing dedicated graduate and emerging leader programs to create

structured career development pathways within the organisation

• Enhancing career development opportunities through structured training,

mentorship programs, and leadership development initiatives

• Building an inclusive and engaging workplace culture to foster employee

satisfaction, retention and productivity

• Continuous improvement of employee feedback mechanisms to understand

workforce needs and drive meaningful action

• Strengthening employer branding and market positioning to enhance the

company’s attractiveness to prospective employees

• Strengthening workforce diversity to better reflect the communities in which

the company operates

Operational performance and service

delivery under customer contracts

Ventia’s purpose is to make infrastructure work for our

communities. It is imperative to deliver ser vices as per

contract and on time while limiting any disputes or losses.

• A contract performance failure may lead to a failure

to deliver services on time and within budget

resulting in financial loss, reputational damage,

loss of customer trust as well as having the

potential to impact the ability to secure future

work opportunities.

• Claims for abatements, damages or indemnities may

arise in connection with Ventia’s ser vice deliver y

under customer contracts.

• Ventia may fail to properly understand customer

requirements, drivers of customer demands or

cost inputs.

• Subcontractors or suppliers may fail to meet their

delivery obligations.

• A gated work winning review process to evaluate tender opportunities before a

commitment to contract is made considering contract risk, liability exposure,

existing capacity and capability and risk/reward return

• Service delivery performance is monitored through project reviews by sector

and Executive Leadership to drive early inter vention and improvement

• Active risk and opportunity management at a project level to manage

mitigating actions and drive operational performance

• Real-time project reporting system that monitors contract performance

and provides a monthly performance scorecard

• Implementation of Ventia’s Project Minimum Operations Controls Standard

across all projects driving consistent internal controls regardless of size

and complexity

• Material issues are reported to the Board and ARCC

Impact of climate change on our

operations and our people

The impacts of climate change will result in more severe

weather events. Impacts to Ventia may include:

• Changes in risk profile in relation to physical

personnel risks, particularly in remote locations.

• Disruption of Ventia’s workforce and increase volume

of work in some locations.

• Fixed-risk profile long-term contracts not having

adequate visibility of potential future climate risks.

• Extreme weather and other impacts of climate

change resulting in external price shocks and

impact supply chains.

• Group commitment towards a resilient and healthy planet

• Dedicated sub-committee of the Board to oversee and guide the direction

and commitment to sustainable targets and deliverables

• Targets for emissions reduction, supported by the Climate Transition Action

Plan, and validated by SBTi

• Use of scenario planning and analysis, and stakeholder engagement

to identify and monitor climate-related risks and opportunities across

various time horizons

• Safe systems of work applied to manage injury and wellbeing impact on

employees. This can include review and planning for weather events prior to

work starting

• Redistribution of resources to impacted areas by leveraging Ventia’s broad

geographical resource spread

Refer to page 74 to learn more about our climate risk management

73
VENTIA ANNUAL REPORT 2024 |

Key opportunitiesManagement approach

Increasing essential services for growing and

changing populations in Australia and New Zealand

The depth and breadth of Ventia’s business creates

opportunities to offer a wider range of services and

provide more holistic solutions for our customers as

they plan for the requirements of future populations

and the ser vices needed to support them.

• Creation of state-based Steering Committees to drive collaboration internally

and externally

• Within-sector and cross-sector opportunity sharing

• Whole-of-business solutions approach

• Multi-tier business architecture aligning planning and delivery across

the Group

• Acquisitions, partnerships and divestments, which the Board assesses

and approves to ensure capacity and capability to deliver current and

future services

• Pursue enhanced digital technology solutions to enhance ser vice deliver y

Execution of Redefining Service Excellence

Ventia recognises that repeat customers are the

ultimate performance indicator and will continue

to invest in initiatives to understand further our

customers' needs and requirements.

Ventia provides ser vices for a prosperous and resilient

society, trusted to ensure that ever ything runs smoothly

and that the infrastructure we rely on ever y day

continues to work.

• Ventia's values, with people at the heart of our success

• Deliver strategy pillars: customer-focused, innovative and sustainable

• Continued assessment and, where approved, implementation of

transformational programs

• Inspire Innovation Hub to champion the transformation of ideas into practice

• Ventia Operations Centres (VOC) to manage inbound customer contact and

customer management

• Procurement processes aimed at creating social value through seeking

suppliers who operate ethically, take environmental considerations into

account, facilitate opportunities for Indigenous communities in both

Australia and New Zealand, and enhance social inclusion for minority groups

or the disadvantaged

Climate transition

A strong tail wind in infrastructure is the shift toward

renewable energy. It is anticipated that renewables

will replace several coal plants as they retire over the

coming decade with the requirement of significant

upgrades to electricity transmission networks to

support new generation sources. Ventia anticipates

climate change is a long-run driver of maintenance

market activity given the need to adapt existing

infrastructure networks to improve resilience.

Ventia can gain advantage by offering both transition

and adaptation ser vices in response to climate change.

• Sustainability strategy establishes a business-wide objective to achieve

net-zero emissions to assist and support customers in achieving their

climate goals

• Provision of services supporting the energy transition and providing energy

resilience solutions

• Provision of services consistent with a lower-carbon world, including

whole-of-asset management services and maintenance, and capital works

in response to the physical impacts of climate change

• Pursue innovations in materials and technologies in how projects are delivered

• Opportunities in remediation and rehabilitation projects, e.g. mine

rehabilitation, soil remediation, carbon capture projects

Refer to page 74 to learn more about our climate-related opportunities

Fairness, Inclusion and Respect

Ventia recognises that cultivating an inclusive work

environment that provides individuals with equitable

and equal opportunities attracts and retains diverse

talent. Proactively fostering a fair, inclusive and

respectful management structure, workforce and

community will improve recruitment, increase

engagement and ultimately produce enhanced

performance outcomes in our delivery of Redefining

Service Excellence.

• Community of Practice, employee networks, and working groups supporting

our Social Value Framework

• Strategy aligned with the United Nations Sustainable Development Goals

• Committed to HESTA 40:40 Vision

• Target of 40% female participation in all levels of the business

• Reconciliation Action Plan delivering tangible results and driving continuous

improvement to support reconciliation and respectful engagement with

Aboriginal and Torres Strait Islander people across Australia

• Dedicated Te Ara Ō Rehua working party to enhance Māori participation, build

cultural capability across the New Zealand business, and further support

Māori-owned businesses

Key opportunities

• Fast reduction of
emissions from now

• Rapid decline in fossil

fuel use

• Worst physical

impacts avoided

Fast action

RCP2.6

(1.5°C future)

Delayed rapid

action

RCP4.5 (2°C future)

Required action

RCP6.0

(>2°C future)

Insufficient action

RCP8.5

(>3°C future)

Best case scenarioWorst case scenario

• Little action on climate

change by 2025, rapid action

from 2030

• Worst transition risks due to

rapid pace of change

• Physical impacts still present

• Increased action during

2030s and 2040s

• Slower phase-out of

fossil fuels

• Physical impacts

experienced

• Physical impacts are

severe, with impacts

to supply chains

• Fossil fuel consumption

continues to grow out

to 2050

Ventia's four climate scenarios

74

| SUSTAINABLE FINANCIAL GROWTH

Current impact

Ventia recognises through our assessment of risks and opportunities that climate change could potentially have a range of positive

and negative impacts on our financial performance. For the 2024 reporting period, Ventia is not aware of material climate-related

financial impacts or other impacts across its assets and business activities. Ventia reviewed capital deployment, transition and

physical risks and opportunities to Ventia's business activities and assets to inform this outcome.

All of Ventia’s business activities are vulnerable to climate-related physical and transition risks and align with climate-related

opportunities in the medium to long term. Ventia’s material climate-related physical transition risks and opportunities are

identified in the table below.

Ventia’s climate-related risks and opportunities are

identified, assessed and managed under its risk management

framework across Ventia Services Group and its subsidiaries,

including consideration of its entire value chain. The 2024

risk assessment included a current climate-related impact

assessment and risk and opportunity assessments conducted

across specific climate scenarios and defined timeframes

aligned with business planning horizons and strategic

objectives. Ventia considers physical and transition-related

themes in our assessment. Ventia’s Climate Transition Action

Plan (CTAP) details transition planning activities and targets –

refer to pages 38-39.

Ventia’s climate scenarios are informed by the

Intergovernmental Panel on Climate Change (IPCC)

comprehensive assessment reports, which provide knowledge

on climate change, its causes, potential impacts and response

options. The IPCC reports allow Ventia to understand our

climate-related risks and opportunities and provide future

emissions scenario information, including Representative

Concentration Pathways (RCPs) and corresponding

greenhouse gas emission scenarios. The board had ultimate

oversight of the scenario analysis process, through updates at

Safety and Sustainability Committee meetings.

1 The four Representation Concentration Pathways (RCPs) and their relevant increases in global mean surface temperatures over 2081–2100 compared to the pre-

industrial period (average between 1850–1900). Source: Box SPM.1 page 8 https://www.ipcc.ch/site/assets/uploads/sites/3/2019/11/03_SROCC_SPM_FINAL.pdf

2 Refer to the 2024 Sustainability Databook for information on Ventia's selected scenarios.

7. Climate-related risks and opportunities

This year, Ventia refreshed its assessment of the 2023

disclosed climate-related risks and opportunities, informed

through a combination of four different IPCC RCP scenarios

1

and three distinct timeframes (short, medium and long term).

Qualitative assessments were undertaken for the likelihood

and consequence of each risk and opportunity against a

‘Delayed Rapid Action’ RCP scenario (RCP4.5 – intermediate

scenario where emissions remain at their current levels

until the middle of the century

2

) and associated sensitivity

to extreme scenarios (RCP2.6 – ‘Fast Action’and RCP8.5 –

‘Insufficient Action’).

The three timeframes for the assessment align with Ventia’s

strategic business planning (2025–2028), committed contract

durations (2028–2035) and the useful design life of assets we

support (2035–2050). Each risk and opportunity outcome

is determined after considering mitigation strategies and is

assessed using Ventia’s likelihood vs. consequence matrix.

This assessment provides an impact rating for the climate-

related risk and opportunity across business activities

resulting from physical and transition climate-related risks and

opportunities. For further details of our risk assessment basis

of preparation, including climate scenario descriptions, refer to

the 2024 Sustainability Databook.

75
VENTIA ANNUAL REPORT 2024 |

Rating based on RCP 4.5

(Intermediate Scenario)

Extreme RCP

Scenario

Sensitivity

Risk or

OpportunityDescriptionAnticipated ImpactApproach

Short

2025–

2028

Medium

2028–

2035

Long

2035–

2050

RCP

2.6

RCP

8.5

Theme 1: Enhancing Ventia’s collaboration with customers

Opportunity

Transition

and Physical

Supporting

customers’

climate

transition

and resilience

Ventia anticipates

Climate change is

a long-run driver

of maintenance

market activity given

the need to adapt

existing infrastructure

networks to improve

resilience.

Ventia is anticipating

positive environmental

(emissions) impacts

and increased

revenue across short,

medium and long

time horizons

• Continue engagement

with customers with

shared sustainability

goals

• Ventia intends to

bring our culture of

innovation and expertise

to customers

• Ventia supports

customers in providing

resilient and efficient

design assessments,

including energy audits

and engineering resiliency

• Leverage Ventia's

experience in supporting

customers with their

respective climate risk

assessments

Risk

Physical

Impact

of climate

change on

Ventia's

people

The impacts of climate

change, particularly

in RCP4.5 and above

scenarios, will result

in more frequent

and severe weather

events. Contracts in

locations experiencing

the most extreme

weather conditions may

experience a changed

risk profile in relation to

physical personnel risks

and for attracting and

retaining staff. High risk

beyond 2035.

Ventia is anticipating

minor increases

to climate-related

incidents in the short

term, rising in the

long term.

• Ventia intends

to conduct risk

assessments in

geographies where

Ventia's people may

be exposed to extreme

weather conditions, such

as extreme heat

• In collaboration with

our customers, Ventia

intends to develop

mitigation strategies

where Ventia's people

may be exposed to

extreme weather

Theme 2: Leveraging Ventia’s ability to support a transition

Opportunity

Transition

Climate–related

service offerings

and the energy

transition

A strong tail wind in

infrastructure is the

shift toward renewable

energy. Opportunity

for transition related

service-offerings,

including in support of

significant upgrades to

electricity transmission

networks to support

new generation sources.

Ventia is anticipating

increased revenue a

across short, medium

and long time horizons

• Leverage Ventia’s

enterprise expertise in

key growth markets such

as transmission and

distribution, and

renewables

• Continue engagement

with customers with

shared sustainability goals

• Bring Ventia's culture of

innovation and expertise

to our customers

Climate-related risks and opportunities

LowModerateHighVer y High

Opportunity

LowModerateHighVer y High

Risk

Key:

Note: Arrows illustrate the sensitivity and resulting trend for each risk or opportunity under the relevant RCP scenario.

76
| SUSTAINABLE FINANCIAL GROWTH

Rating based on RCP 4.5

(Intermediate Scenario)

Extreme RCP

Scenario

Sensitivity

Risk or

OpportunityDescriptionAnticipated ImpactApproach

Short

2025–

2028

Medium

2028–

2035

Long

2035–

2050

RCP

2.6

RCP

8.5

Opportunity

Transition

Provision of

environmentally

efficient services

Innovations in materials

and technologies

have the capacity to

benefit the way we

deliver projects in the

future, including by

using low/zero carbon

materials and improved

use of resources.

Ventia is anticipating

positive environmental

(emissions) impacts

and positive reputation

impact with customers

across short, medium

and long time horizons

leading to increased

revenue.

• Ventia invests in resource

efficiency expertise and

services, complementing

asset management

service offering

• Ventia plans to

continue its engagement

with customers

which share common

Sustainability Goals

• Leverage Ventia’s

enterprise expertise

across each sector

Risk

Transition

Transitioning

in step with

climate policy

As Australian and global

policies continue to

evolve positions on the

fossil fuel economy,

Ventia may be exposed

to downturns and

related marketplace

impacts.

Rising risk with

expected Climate

Policy advancements

within RCP4.5 and

RCP2.6 scenarios.

Ventia anticipates a

low impact over the

short-term rising to

moderate impact to

achieving emissions

reductions goals

over the medium

to long term if

industry, technology

advancements and

policy are not in step

with Ventia goals.

• Ventia's Climate Transition

Action Plan targets

alignment with SBTi 1.5°C

to mitigate transition risk

• Ventia plans to

maintain membership

and alignment with

industry sustainability

coalitions, such as

the Climate Leaders

Coalition, Infrastructure

Sustainability Council,

Climate Disclosure Project

and others

• Maintain close

alignment with emerging

government and global

climate-related policy

and regulation

• Ventia’s diverse

business and breadth

of service offerings

provides resilience

Risk

Physical

Impact of

climate change

on operations

Climate change has

the capacity to be a

disruptor to Ventia’s

operations. Assets

serviced by Ventia that

have not been designed

with consideration for a

future climate are likely

to be more exposed to

the physical impacts of

climate change, resulting

in increased damage

from acute and chronic

physical impacts.

Increasing risk with

RCP8.5 and above.

Ventia anticipates a

low impact over the

short-term rising to

moderate impact

over the medium to

long term as extreme

and increasingly severe

weather impacts its

operations.

• Ventia plans to

pursue work within

its contract risk limits,

including exposure to

climate change

• Ventia plans to

undertake climate-related

risk assessments on

its projects

• Ventia intends to build

appropriate allowances

for weather events within

project planning

LowModerateHighVer y High

Opportunity

LowModerateHighVer y High

Risk

Key:

Note: Arrows illustrate the sensitivity and resulting trend for each risk or opportunity under the relevant RCP scenario.

77
VENTIA ANNUAL REPORT 2024 |

Rating based on RCP 4.5

(Intermediate Scenario)

Extreme RCP

Scenario

Sensitivity

Risk or

OpportunityDescriptionAnticipated ImpactApproach

Short

2025–

2028

Medium

2028–

2035

Long

2035–

2050

RCP

2.6

RCP

8.5

Theme 3: Understanding Ventia’s long-term contract exposure to climate risks

Risk

Physical

and Transition

Exposure to

fixed risk profiles

on long-term

contracts that do

not adequately

contemplate

potential future

climate risks

Relevant to all scenarios,

rising with increasing

Climate Policy. Some

of Ventia’s contracts

are long-term and have

a fixed risk profile for

service delivery. Long-

term fixed-risk profile

contracts pose a risk to

Ventia where they may

not have consideration

for increased climate-

related physical and

transitional risks.

Ventia anticipates

a low impact over

the short-term rising

to moderate impact

over the medium

to long term as

increasing extreme

weather become

the normalised in

contract forms.

• Ventia plans to pursue

work within its contract

risk limits including its

exposure to climate

change

• Ventia plans to

undertake climate-

related risk assessments

on its projects, making

appropriate allowances

Risk

Physical

and Transition

Supply Chain

Disruption

Relevant to all

scenarios, rising with

>2 degree scenarios.

Extreme weather,

carbon pricing, and

other impacts of

climate change could

result in external

price shocks and

disruption. Ventia has

identified that extreme

price fluctuations are

difficult to price into

contracts, and short

lead times for contracts

diminish the ability

to secure long-term

prices for materials and

services.

Ventia anticipates a

low impact over the

short term rising to

moderate impact to

operations over the

medium to long term

as industry-wide

supply chains are

impacted by climate-

related events.

• Ventia plans to

undertake climate-

related risk assessments

on its projects

• Ventia intends to limit its

exposure to supply chain

price volatility through

supplier arrangements

• Ventia plans to

collaborate with our

customers in responding

to identified supply

chain risk exposures and

concentrations

• Ventia intends to reduce

risk by working with

its customers to agree

alternative approved

supply chains where

appropriate

Informing our strategy and decision making

The energy transition and customer climate resilience are growth opportunities in Ventia’s strategy. Ventia's scenario analysis is a

standalone exercise used in the climate-related risk and opportunity assessment which informs its strategy. Refer to Our Strategic

Approach section on page 14 for details on strategy and market trends.

Ventia’s pathway to net zero outlined on page 38 represents our climate transition action plan encompassing the activities

required to support Ventia’s strategy. This ensures coverage of material climate related and risks and opportunities towards a low

emissions and climate-resilient business.

Ventia’s climate-related risk and opportunity assessment informs strategy however does not yet form part of its internal capital

and funding decision making. In 2024, Ventia introduced a limited trial for an Internal Carbon Price (ICP) for which a price is not

currently applied for all funding or investment decisions. Ventia has not developed a methodology to reliably determine capital

expenditure, financing, or investments associated with climate-related risks and opportunities in 2024.

Further understanding Ventia’s climate-related risks and opportunities

In 2025, Ventia seeks to further understand and quantify climate-related financial impacts, risks and opportunities.

Ventia will continue to review and monitor climate-related risks and opportunities, at a minimum annual frequency.

LowModerateHighVer y High

Opportunity

LowModerateHighVer y High

Risk

Key:

Note: Arrows illustrate the sensitivity and resulting trend for each risk or opportunity under the relevant RCP scenario.

Pictured: Ventia provides asset management, operations and maintenance of New Zealand’s
Te Aranui o Te Rangihaeata – Transmission Gully motorway, New Zealand

Governance

78

| GOVERNANCE

ESG governance
Ventia’s strategy and values guide how we conduct business.

They keep us focused on doing what’s right and on what’s

important to our stakeholders.

Ventia has embedded its strategy and values within Ventia’s

Corporate Governance Framework to provide the basis for

our governance approach. It enables our people to deliver on

our commitments and supports clear, responsible decision

making for our shareholders, people, customers, partners,

government, regulators and communities.

Board oversight

The Ventia Board has ultimate oversight of Ventia's climate-

related risks and opportunities. The Board has established a Safety

and Sustainability Committee (SASC) providing management and

oversight of workplace safety, health, environment and sustainability

matters. The SASC met quarterly in 2024, and the Committee

Charter is regularly reviewed to ensure alignment with market

practice and to continue to meet stakeholders' expectations.

Ventia's Directors undertake a self-assessment of skills and

experience. The SASC ensures appropriate skills and competencies

to provide oversight and management of sustainability, including

climate-related risks and opportunities, including through

undertaking skills assessment, training and use of external advisors.

The SASC received quarterly management reports on Safety,

Health, Environment and Quality (SHEQ) and sustainability

progress, including climate related risks and opportunities.

The SASC is responsible for:

• reviewing and recommending to the Board Ventia’s

sustainability strategy, commitments, actions and

sustainability targets;

• monitoring execution and review of Ventia’s sustainability

strategy including to ensure it addresses all material

sustainability risks and opportunities;

• reviewing reports from Management in relation to the

effectiveness of Ventia’s risk management framework

and internal controls to address material sustainability

and climate-related risks and opportunities including the

scenario analysis; and

• reviewing Management’s sustainability plans, including

Climate Transition Action Plan and monitoring performance

including deliver y against targets

In conjunction with the Board Audit, Risk & Compliance

Committee (ARCC), the SASC reviews Ventia’s climate-related

disclosures in the Annual Report and makes recommendations

to the Board for approval.

The SASC periodically reviews and recommends sustainability-

related policies, reports and the sustainability work plan to the

Board for approval. Ventia’s policies are reviewed and approved

by the Board every two years, including the Sustainability,

Compliance with

ASX Principles

100%

Key statistics

Code of Conduct

training completion

99.3%

Environmental, Health and Safety, Diversity, Equity and

Inclusion, Indigenous Relations, and Risk Management

Policies, which were last reviewed in 2023.

The ARCC oversees Ventia’s risk management framework

including consideration of material risks, controls and planned

treatments, including climate-related risks. In conjunction

with the SASC, the ARCC reviews and recommends Ventia’s

climate-related disclosures for approval by the Board.

Ventia complies with all recommendations under

the ASX Corporate Governance Council’s Corporate

Governance Principles and Recommendations (4th Edition).

The majority of Ventia’s Board comprises Independent

Non-Executive Directors (85.7%).

Executive leadership

The Managing Director and Group CEO, and the Executive

Leadership Team (ELT) are accountable for the implementation

of workplace safety, health, environment, and sustainability-

related matters. The ELT is provided with a monthly

sustainability update, comprising environmental, social

and governance metrics, performance and targets. In 2024,

ELT updates included climate-related matters, including

progress towards science based targets, transition planning,

operational boundary assessments, and climate-related risk

and opportunity.

Ventia’s Group Executive – Strategy and Corporate

Affairs is responsible for the management of Ventia’s

sustainability performance and exposure to climate-

related risks and opportunities and is supported

by the Group Manager – Sustainability. The Group

Manager – Sustainability is responsible for providing

quarterly updates to the SASC and monthly updates

to the ELT, which include sustainability-related matters,

such as climate-related risks and opportunities

and performance against metrics and targets. Significant

matters may also be reported by the CEO.

79

VENTIA ANNUAL REPORT 2024 |

Safety &
Sustainability

Committee

Audit, Risk &

Compliance

Committee

People &

Remuneration

Committee

Nominations

Committee

Business

Development and

Digital Committee

Executive

Leadership

Tea m

GROUP COMPANY

SECRETARY

Delegation

Responsibility for the

day-to-day operations

MANAGING DIRECTOR

AND GROUP CEO

BOARD OF

DIRECTORS

Accountability and reporting

Delegation

Delegation

and oversight

Accountability

and reporting

INDEPENDENT

ASSURANCE

Corporate Governance Framework

Code of Conduct

Ventia’s Code of Conduct (Code) clearly sets out the behavioural

standards for employees, suppliers and subcontractors. It guides

how Ventia works, strengthens relationships, inspires confidence

in how Ventia works to protect Ventia and its reputation.

It encapsulates commitments and conduct principles (which

are underpinned by key Ventia policies) and details Ventia’s

responsibilities. Ventia’s minimum standards of engagement with

suppliers and subcontractors require compliance with the Code

as part of standard terms and conditions.

Annual Code of Conduct training, which also forms part of

Ventia’s induction process, was completed by 99.3% of full-time

employees in 2024. The training explains the Code in practical

terms, providing examples of how it applies in practice.

Executive remuneration

The Executive Remuneration Framework facilitates the

delivery of Ventia’s business strategy and the sustained

long-term growth of the business, thereby delivering value to

shareholders. The framework is underpinned by remuneration

objectives that guide decisions and behaviours and support

our risk appetite and Environment, Social and Governance

(ESG) principles. The Short-Term Incentive (STI) element

focuses the efforts of our executives on our key priorities,

including safety, financial, strategic and sustainability

objectives, to ensure success for Ventia both in the current

year and into the future. It motivates executive and key

management personnel to achieve challenging performance

objectives during the financial year, including the achievement

of greenhouse gas emissions reduction targets (emissions

intensity), which carry a 5% weighting in the STI. For further

detail on the Executive Remuneration Framework, refer to

Section 4 (page 103) of the Remuneration Report.

ESG metric assurance

Limited assurance has been provided across select environmental,

social and safety metrics for 2024 by Deloitte. Refer to pages 83-85

for the Independent Limited Assurance Report.

Looking ahead to 2025, the scope of assurance will expand

across aspects of climate-related disclosures.

FIRST TIME INCLUSION

In the Dow Jones

Best-in-Class Indices

Australia

SILVER

Ecovadis Sustainability Rating

CDP

Climate Change 2024

'Awareness' C score

CDP

Water 2024

'Awareness' C score

INFRASTRUCTURE SUSTAINABILITY

(IS) OPERATIONS RATINGS

Two contracts achieved new

IS operations ratings in 2024

Ventia has four IS rated Transport

contracts to date.

Achievements

Materiality assessment

The focus areas of our sustainability strategy, the

environmental, social and governance (ESG) targets we

set, and our reporting and disclosures are informed by a

materiality assessment to ensure we address the topics,

risks and opportunities which are most important to our

stakeholders. Information on Ventia’s material ESG topics,

the process undertaken and the relationship with the Value

Creation Model outputs are available on Ventia’s website

www.ventia.com/materiality.

80

| GOVERNANCE

Progress on our sustainability targets
Measure: Exceed industry and society’s expectations of our corporate behaviour.

TARGETTARGET

Governance – Ethical and accountable in everything we do

Status: Complete

• Compliance with ASX principles.

Status: Stable

• Completion online

by full-time employees.

Compliance with all ASX Corporate Governance

Principles and Recommendations.

100% Completion of Code of Conduct training.

100%99.3%

In 2024, we continued to make progress towards achieving our ESG objectives.

Measure: Continuous improvement in safety, diversity and inclusion.

Social – People and community focused

 Participation by women in

executive positions (ELT).

 Participation by women in

Senior Management (WISM).

Status: Progressing

 Participation by women

across all employees.

 94 of our 102 year 1 RAP

commitments completed.

Status: Progressing

(HESTA 40:40 Vision commitment) 40% workforce participation by women by 2030

including women on the ELT, in senior management and across all employees.

Achieve our Reconciliation

Action Plan (RAP) targets.

50%30.8%

30.9%

92%

TARGETSTARGET

Measure: Pathway to net-zero emissions defined with visible progress demonstrated.

Environment – Creating a healthier planet

1

19.1%

21.3%

 21.3% reduction in Scope 1 & 2 emissions

from a 2021 base year.

Status: Progressing

 Renewable energy usage (1,601.1 MWh).

Status: Progressing

 Of light vehicle fleet now EV and hybrid.

Status: Progressing

Reduce Scope 1 & 2 GHG emissions

by 42% by 2030 from a 2021 base year.

100% renewable energy by 2028.

100% EV and hybrid light vehicles

by 2030.

11.1%

TARGET

TARGET

TARGET

1. Progress on all emissions targets are disclosed in the Resilient and healthy environment section, including progress on Scope 3 target on page 40.

81

VENTIA ANNUAL REPORT 2024 |

Pictured: Member of our Water team in Northland, New Zealand
Aotearoa New Zealand Climate Statement

of Compliance

This Annual Report contains our Climate Statement,

which has been prepared in accordance with the Aotearoa

New Zealand Climate Standards. The Annual Report

articulates current climate-related financial information,

scenario analysis, approach to risk management, including

climate-related risk management, transition planning,

metrics and targets, governance, and assurance for the

reporting period 1 January 2024 to 31 December 2024 (FY24).

Ventia has elected to use the following adoption

provisions under NZ CS 2:

• Adoption provision 2: Anticipated financial impacts

of climate-related risks and opportunities reasonably

expected by an entity

• Adoption provision 6: Comparatives for metrics

• Adoption provision 7: Analysis of trends

• Adoption provision 8: Scope 3 GHG emissions assurance.

1

We are committed to continue disclosing climate-related

information in support of current and emerging

climate-related standards. An index of our disclosures

is provided on pages 178-183.

Signed on behalf of Ventia Services Group Limited on

18 February 2025 by:



David Moffatt Dean Banks

Chairman Managing Director

and Group CEO

1. No assurance over Scope 3 was performed in FY24

82

| GOVERNANCE

Independent Limited Assurance Report
83

VENTIA ANNUAL REPORT 2024 |

84
| GOVERNANCE

85
VENTIA ANNUAL REPORT 2024 |

Directors’ Report
This is the report of the Directors of Ventia Services Group Limited (Ventia or Company) in respect of the Company and the entities

it controlled at the end of, or during, the financial year ended 31 December 2024 (together referred to as the Group).

Directors

The following persons held office as Directors of the Company during the financial year ended 31 December 2024 and up to the

date of this report, unless otherwise stated:

Mr David Moffatt (Chairman)

Mr Dean Banks (Managing Director and Group Chief Executive Officer)

Mr Kevin Crowe (resigned 21 February 2024)

Mr Jeffrey Forbes

Ms Sibylle Krieger

Mr Steve Martinez (Alternate Director for Kevin Crowe, resigned 21 February 2024)

Mr Damon Rees

Ms Lynne Saint

Ms Anne Urlwin

All of the current Directors are non-executive directors, except for Mr Dean Banks who is the Managing Director and

Group Chief Executive Officer.

Principal activities

The Group is one of the largest essential services providers in Australia and New Zealand. The Group organises its operations into

four sectors as follows:

• Our Defence and Social Infrastructure business is the number one provider of integrated facilities management in Australia.

Our capabilities include providing maintenance and support services to public and private customers across defence, social

infrastructure (education, health and state government), housing and community (justice and social housing), local government

and critical infrastructure;

• Our Infrastructure Services business provides comprehensive and multidisciplinary maintenance and improvement solutions to

a range of owners and operators of critical infrastructure. Our capabilities span across operations and maintenance of utilities

(energy networks, renewable assets and water), resources and industrial assets (mining and manufacturing), and resources

development, as well as complex and large-scale environmental remediation and rehabilitation services;

• Our Telecommunications business is the largest telecommunications infrastructure services provider in Australia and New

Zealand. We provide end-to-end service capabilities spanning design, supply, construction, installation, commissioning and

maintenance of the region’s largest fibre optic, mobile and critical telecommunications networks and infrastructure; and

• Our Transport business provides comprehensive asset management services to owners of transport infrastructure,

encompassing motorways and tunnels, road networks, rail, ports, airports, and public transport systems across Australia and

New Zealand.

Further details of the results of operations and likely developments are set out in the Operating and Financial Review

on pages 61 – 77.

Significant changes in the state of affairs

There were no significant changes in the nature of activities of the Group during the financial year.

86

| GOVERNANCE

Directors’ shares
As at 31 December 2024, the relevant interest of the current Directors in the shares of the Company were:

DirectorNumber of Shares

D Moffatt (Chairman)9,962,179

J Forbes126,470

S Krieger105,882

D Rees40,000

L Saint88,235

A Urlwin106,955

D Banks (Managing Director and Group CEO)7,573,180

The Directors and meetings of Directors

The table below sets out the Directors of the Company and their attendance at Board and Committee meetings during the

financial year ended 31 December 2024.

Board Meetings

Audit, Risk &

Compliance

Committee

People and

Remuneration

Committee

Safety and

Sustainability

Committee

Business

Development and

Digital Committee

1

Nominations

Committee

Director(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)

D Moffatt111144––4410911

K Crowe

2

11––22––22––

J Forbes 111044––––101011

S Krieger 1111––5544101011

D Rees1111––55––1010––

L Saint 1110445544––11

A Urlwin 1111445544––11

D Banks 1111––––––––––

(A) Number of meetings eligible to attend.

(B) Number of meetings attended.

1. Previously the Work Winning and Tender Committee.

2. Director resigned 21 February 2024.

At times, Directors also attend meetings of Committees of which they are not a member. This is not reflected

in the attendance table above.

Details of Director experience, qualifications and other listed company directorships are set out on pages 88 – 90.

Company Secretaries

Jill Hardiman (appointed 28 November 2024)

Amy Jackson (appointed 10 February 2025)

Debbie Schroeder (resigned 23 September 2024)

Rebecca Tweedie (resigned 20 December 2024)

Details of company secretary experience and qualifications are set out on page 90.

87

VENTIA ANNUAL REPORT 2024 |

Board of Directors
Current Non-Executive Directors

David Moffatt

Chairman,

Non-Executive

Director

Joined the Board in December 2014: Board Chairman, Member of the Nominations Committee, Audit, Risk

and Compliance Committee, Safety and Sustainability Committee and Business Development and Digital

Committee.

Skills and Experience: David has over 30 years’ experience in executive leadership, including as CEO, CFO and

as a Director for companies in the Telecommunications, Financial Services, Infrastructure Services and Media

Industries. He has lived and worked in Australia, the United States, Europe and Asia.

David is the Chair of a joint venture partnership between Challenger Limited (ASX: CGF) and Apollo (NYSE: APO)

and a Director of the American Chamber of Commerce in Australia. David’s previous roles include Chairman of

Asurion Asia Pacific and CEO of Lebara Group. He was Chief Financial Officer and Group MD Finance for Telstra

Corporation Limited and Group MD Telstra Consumer, serving on the boards of the Telstra-affiliated businesses

Foxtel, CSL (Hong Kong) and Reach (Hong Kong). He was also CEO of GE and GE Capital Australia & New Zealand.

David’s community and charitable activities include being a founding director of Giant Steps, a school for autistic

children, and a former director for The Australian Centre for Philanthropy and Non-Profit Studies (Queensland

University of Technology (QUT)).

Degrees/Qualifications: David holds a Bachelor Business from QUT and was recently awarded an Honorary

Doctorate at QUT.

Jeff Forbes

Independent

Non-Executive

Director

Joined the Board in October 2021: Independent Non-Executive Director, Chair of Nominations Committee,

Chair of Business Development and Digital Committee and Member of Audit, Risk and Compliance Committee.

Skills and Experience: Jeff is an experienced Finance Executive and Company Director with over 30 years’

merger and acquisition, equity and capital markets and project development experience.

As an executive, Jeff worked at Cardno Limited, an engineering and environment consultancy company, as CFO,

Executive Director and Company Secretary before leaving in 2013 to commence Non-Executive Director roles.

He has spent time as a Non-Executive Director and member of the remuneration and audit and risk committees

of both listed and unlisted companies in a variety of sectors.

Prior to Cardno, Jeff was the CFO, Company Secretary and Executive Director at Highlands Pacific Limited, a

PNG-based mining and exploration company. He has significant experience in capital raisings and during his

career has worked for numerous major companies including Rio Tinto, BHP and CSR.

Jeff is the Non-Executive Director of Cardno Limited (delisted from the ASX on 17 January 2025). He has

previously served as a Non-Executive Director of PWR Holdings Limited (ASX: PWH), 2015 to October 2024 and as

a Non-Executive Director of Intega Group Limited, resigned December 2021.

Degrees/Qualifications: Jeff holds a Bachelor of Commerce from the University of Newcastle and is a Graduate

of the Australian Institute of Company Directors.

Sibylle Krieger

Independent

Non-Executive

Director

Joined the Board in October 2021: Independent Non-Executive Director, Chair of People and Remuneration

Committee, and Member of the Nominations Committee, Safety and Sustainability Committee and Business

Development and Digital Committee.

Skills and Experience: Sibylle has over 40 years of broad commercial experience as a lawyer, economic

regulator, company director and independent consultant. She was a partner in two large commercial law firms

for 22 years and has over 15 years’ experience as a Non-Executive Director and Chair across listed and unlisted

companies in multiple sectors. Her current portfolio includes financial services, essential infrastructure services

and energy.

Sibylle is currently a Non-Executive Director of AEMO Services Limited and MyState Bank Limited (ASX:MYS). She

is also a member of the advisory board of Law Squared, a challenger “new law” firm. She has previously served

as Chair of Xenith IP Group Limited (ASX:XIP) and as a Director of Openpay Group Limited (ASX:OPY), Sydney

Ports Corporation, Allconnex Water, TasWater, Vector Limited (NZE:VCT), the Australian Energy Market Operator

Ltd, and as a trustee of the Royal Botanic Gardens and Domain Trust and of Sydney Grammar School. In addition,

for six years Sibylle served as a Tribunal member of the principal NSW economic regulatory tribunal.

Degrees/Qualifications: Sibylle holds an LLB (Hons) from the University of Adelaide, an LLM from Columbia

University New York and an MBA from Melbourne Business School. She is a Fellow of the Australian Institute of

Company Directors.

88

| G OVERNANCE – DIRECTORS' REPORT

Current Non-Executive Directors
Damon Rees PSM

Independent

Non-Executive

Director

Joined the Board in July 2023: Independent Non-Executive Director, Member of the People and Remuneration

Committee and Business Development and Digital Committee.

Skills and Experience: Damon is a Sydney-based business leader focused on customer centricity, culture,

digital enablement, and innovation, with more than twenty years of experience driving transformational change,

organisational performance, and better customer outcomes.

Damon is currently the Managing Principal & CEO at Better As Usual, a practitioner-led professional services

organisation committed to customer success and positive social impact, Chair of eHealth NSW, Chair of NSW

Health, Single Digit Patient Record Implementation Authority Advisory Board and co-founder of ServiceGen Pty

Ltd. Damon is the former Chief Executive Officer of Service NSW.

Degrees/Qualifications: Damon holds a Bachelor of Information Technology from UTS, a Global Executive MBA

from the University of Sydney and was awarded the Sir James Wolfhenson scholarship to study at the Harvard

Kennedy School. Damon was also awarded a Public Service Medal as part of the 2023 Kings Honours.

Lynne Saint

Independent

Non-Executive

Director

Joined the Board in October 2021: Independent Non-Executive Director, Chair of Audit, Risk and Compliance

Committee, and Member of the Nominations Committee, People and Remuneration Committee and Safety and

Sustainability Committee.

Skills and Experience: Lynne has broad financial and commercial experience from a global career including

more than 20 years with Bechtel Group where she served as Chief Audit Executive and Chief Financial Officer

of the Mining and Metals Global Business Unit. Her expertise encompasses strong financial skills, corporate

governance, enterprise risk, supply chain risk and project management.

Lynne currently serves as a Non-Executive Director of Nufarm Limited (ASX: NUF) and Iluka Resources Limited

(ASX: ILU).

Degrees/Qualifications: Lynne holds a Bachelor of Commerce and a post-graduate diploma in Education

Studies from the University of Queensland. She is a Fellow of the Australian Society of Certified Practising

Accountants and the Australian Institute of Company Directors.

Anne Urlwin ONZM

Independent

Non-Executive

Director

Joined the Board in October 2021: Independent Non-Executive Director, Chair of the Safety and Sustainability

Committee, and Member of the Nominations Committee, Audit, Risk and Compliance Committee and People

and Remuneration Committee.

Skills and Experience: Anne is a New Zealand based professional Director with experience in a range of sectors

including construction, infrastructure, property development, telecommunications, energy, regulation, airports,

health and financial services.

Anne is Chair of Precinct Properties New Zealand Limited (NZX: PCT) and a Non-Executive Director of Infratil

Limited (NZX: IFT) and Vector Limited (NZX: VCT). She is also a director of City Rail Link Limited.

Anne’s former governance roles include directorships of Summerset Group Holdings Ltd (NZX: SUM),

Queenstown Airport Corporation Limited, Chorus Limited (NZX: CNU), Meridian Energy Limited (NZX: MEL)

and Tilt Renewables Limited. She is a former Chair of national commercial construction group Naylor Love

Enterprises Limited and the New Zealand Blood Service and of the Audit and Risk Committee of Te Runanga o

Ngai Tahu.

In June 2022, Anne received an Officer of the New Zealand Order of Merit award for services to business.

Degrees/Qualifications: Anne holds a Bachelor of Commerce from the University of Canterbury and is a

Chartered Fellow of the Institute of Directors in New Zealand, a member of the Australian Institute of Company

Directors, a Fellow of Chartered Accountants Australia and New Zealand and associate member of Governance

New Zealand (the NZ Division of the Chartered Governance Institute).

89

VENTIA ANNUAL REPORT 2024 |

Current Executive Director
Dean Banks

Managing Director

and Group CEO

Joined the Board in June 2022: Managing Director and Group Chief Executive Officer.

Dean commenced as Ventia Group CEO in January 2021 and was appointed Managing Director in June 2022.

Skills and Experience: Dean has spent the last 15 years in C-suite roles in FTSE 250 global businesses in

the construction, manufacturing and services industries.

Degrees/Qualifications: Dean has completed the INSEAD Advanced Management Programme, and the

Integrated Management Development Scheme from Warwick University. He is also a Graduate at the

Australian Institute of Company Directors.

Company Secretaries

Details of company secretary experience and qualifications are set out below.

Jill Hardiman

Group Company

Secretary

Joined Ventia in 2024.

Jill joined Ventia in November 2024 and has more than 20 years broad secretariat and corporate governance

experience. Prior to joining Ventia, Jill was Company Secretary of CSR Limited up to the time of delisting from

the ASX in mid 2024.

Jill holds a Graduate Diploma in Applied Corporate Governance, is an Associate of the Governance Institute

of Australia and Justice of the Peace NSW.

Amy Jackson

Group General

Counsel

Joined Ventia in 2025.

Amy joined Ventia in February 2025 and is an experienced legal and governance professional, known for her

ability to lead high performing teams and navigate complex legal and commercial challenges. Amy brings over

20 years legal experience across multiple industries, including a significant tenure at Boral, where she most

recently held the role of General Counsel and Company Secretary.

Amy holds a Bachelor of Laws and a Bachelor of Economics (Social Sciences) from the University of Sydney, and

a Graduate Diploma of Applied Corporate Governance from the Governance Institute of Australia.

Dividends

Details of dividends for the current and previous financial year are as follows:

2024

Cents per

share

2023

Cents per

share

Final dividend for 2024 to be paid on 7 April 2025 (80% franked)10.63–

Interim dividend for 2024 paid on 6 October 2024 (80% franked)9.35–

Final dividend for 2023 paid on 5 April 2024 (80% franked)–9.41

Interim dividend for 2023 paid on 6 October 2023 (80% franked)–8.31

Since the end of the year, the Directors have resolved to pay a final dividend of 10.63 cents per fully paid ordinary share, 80%

franked. In accordance with AASB 110 Events after the Reporting Period the proposed final dividend is not recognised as a liability

at 31 December 2024.

90

| G OVERNANCE – DIRECTORS' REPORT

Environmental regulation
The Group is committed to a safe and sustainable future for our employees, customers and communities. The Group operates

within an integrated Environmental Management System (System), externally verified to ISO AS/NZS14001 requirements. The

System provides a framework for identifying and managing environmental aspects and impacts and embeds a culture of

continual improvement for environmental performance across the business.

Our System contains a suite of policies and processes that guide our environmental performance, complemented by

supplementary tools and training to ensure our people are supported to deliver positive environmental outcomes.

Our System undergoes a comprehensive internal and external audit regime and review program each year to ensure we continue

to meet the requirements of the International Standard, internal requirements and industry best practice. In October 2024,

the New Zealand Environmental Protection Agency (EPA) charged Ventia NZ Operations Limited with three offences involving

unlawful clearing of vegetation, performance of earthworks, and discharge of water in proximity to a protected inland wetland

area, in alleged contravention of the Resource Management Act 1991. The EPA alleges that the offences occurred between March

and August 2023, in the course of Ventia performing water bore commissioning work for Far North District Council. The EPA has

commenced a prosecution against Ventia in the Whangarei District Court, and Ventia has pleaded not guilty. As at 31 December

2024, no other prosecutions for breaches of environmental legislation had been brought against the Group.

Directors’ and officers’ indemnity/insurance

The Constitution of the Company provides that the Company will indemnify to the maximum extent permitted by law any current

or former Director, secretary or other officer of the Company or a wholly owned subsidiary of the Company against:

(i) Any liability incurred by the person in that capacity;

(ii) Legal costs incurred in defending, or otherwise in connection with proceedings, whether civil, criminal or of an administrative

or investigatory nature in which the person becomes involved because of that capacity; and

(iii) Legal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of their functions and

discharge of their duties.

Directors and officers of Ventia Services Group Limited and certain subsidiaries have entered into a Deed of Indemnity, Access and

Insurance that provides for indemnity against liability as a Director or officer, except to the extent of indemnity under an insurance

policy or where prohibited by statute. The deed also entitles the Director or officer to access company documents and records,

subject to undertakings as to confidentiality, and to receive directors’ and officers’ insurance cover paid for by the Company.

During or since the end of the financial year, the Company has paid or agreed to pay a premium in respect of a contract of

insurance insuring Directors and officers, and any persons who will insure these in the future, and employees of the Company

and its subsidiaries, against certain liabilities incurred in that capacity. Disclosure of the total amount of the premiums and the

nature of the liabilities in respect of such insurance is prohibited by the contract of insurance.

Non-audit services

During the year, Deloitte, the Company’s auditor, has performed certain other services in addition to their statutory duties. The

Board is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not

compromise, the auditor independence requirements of the Corporations Act 2001 or as set out in APES 110 Code of Ethics for

Professional Accountants issued by the Accounting Professional & Ethical Standards Board, as they did not involve reviewing or

auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an advocate for

the Company or jointly sharing risks or rewards.

Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined

in Note 6.2 to the Consolidated Financial Statements.

Indemnity of auditor

Ventia Services Group Limited’s auditor is not indemnified under Ventia’s constitution, or any agreement.

Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on

page 119.

Proceedings on behalf of the Company

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under Section 237 of

the Corporations Act 2001.

91

VENTIA ANNUAL REPORT 2024 |

Rounding of amounts
The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument

2016/191, dated 24 March 2016, and in accordance with that Instrument amounts in the Directors’ Report and the Consolidated

Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of decimals representing

hundreds of thousands of dollars, unless otherwise indicated.

Corporate Governance Statement

Ventia believes good governance is fundamental to achieving its purpose of ‘making infrastructure work for our communities’.

Ventia’s approach to governance is based on its values and strategy. They are the guide to ensuring a focus on what is right, and

what is important to clients and employees.

The Company’s Corporate Governance Statement for the year ended 31 December 2024 is available on the Company’s website at

https://www.ventia.com/who-we-are/corporate-governance

Matters subsequent to balance date

Since the end of the financial year, the Directors have resolved to pay a final dividend of 10.63 cents per fully paid ordinary share,

80% franked. In accordance with AASB 110 Events after the Reporting Period, the proposed final dividend is not recognised as a

liability as at 31 December 2024.

In January 2025, the Group entered into an agreement with a Joint Venture between ACCIONA and Ferrovial for the novation of the

operation and maintenance contract and all associated Public Private Partnership (PPP) agreements on the Toowoomba Second

Range Crossing contract, which was acquired as part of the acquisition of Broadspectrum in 2020. The consideration for the

divestment was $6.3 million. At 31 December 2024, the Group held provisions associated with this contract, which will be unwound

as a result of the novation. The novation is anticipated to result in a gain of $20-25 million in 2025 which will be recognised as a

significant item in the financial statements for the period ending 30 June 2025. Ventia will publish an underlying 30 June 2025

NPATA based on Group performance excluding this one-off impact.

Unless disclosed elsewhere in the Consolidated Financial Statements, no other material matter or circumstance has arisen since

31 December 2024 that has significantly affected or may significantly affect:

• the Group’s operations in future financial years;

• the results of those operations in future financial years; or

• the Group’s state of affairs in future financial years.

Other information

The following information, contained in other sections of this Annual Report, forms part of this Directors’ Report:

• Operating and Financial Review pages 61 – 77

• Remuneration Report pages 96 – 118; and

• Auditor’s Independence Declaration page 119.

This Report is made in accordance with a resolution of the Directors of the Company and is dated 18 February 2025.


David Moffatt

Chairman

92

| G OVERNANCE – DIRECTORS' REPORT

Pictured: Antennas at the SK A Observatory in Murchison, WA, part of the world’s most powerful radio astronomy facility
93

VENTIA ANNUAL REPORT 2024 |

Our Executive Leadership Team are responsible for implementing our strategy to Redefine Service
Excellence so we can successfully deliver outcomes for our stakeholders each and every day.

Executive Leadership Team

Jodie Blake

Group

Executive,

People, Safety

and Culture

Jodie joined Ventia in January 2022 as Group Executive – People, Safety and Culture.

With more than 20 years’ experience, Jodie has held senior leadership roles within

the energy, utilities, pharmaceuticals and manufacturing sectors.

Jodie holds a Bachelor of Business – Human Resource Management and a Masters in

Industrial and Employee Relations from Monash University. She is also a Graduate of

the Australian Institute of Company Directors.

Melanie

Evans

Group

Executive,

Digital Services

Melanie joined Ventia in July 2023 as Group Executive – Digital Services.

Prior to joining Ventia, Melanie was Partner In Charge, Connected Technology Group

and Head of Technology, Audit, Assurance and Risk Consulting at KPMG. Melanie

spent more than ten years at Telstra in various senior IT, business transformation,

marketing and product roles.

Melanie holds a Bachelor of Business – Marketing from CQ University, and a Masters

of Marketing and Certificate in Executive Management and Development from the

University of New South Wales. She is also a Graduate of the Australian Institute

of Company Directors.

Dean Banks

Managing

Director

and Group CEO

Dean commenced as Ventia Group CEO in January 2021 and was appointed

Managing Director in June 2022.

Dean has spent the last 15 years in C-suite roles in FTSE 250 global businesses

in the construction, manufacturing and services industries.

Dean has completed the INSEAD Advanced Management Programme, and the

Integrated Management Development Scheme from Warwick University. He is also

a Graduate of the Australian Institute of Company Directors.

Mark Fleming

Chief Financial

Officer

Mark Fleming joined Ventia in February 2024 as Chief Financial Officer.

Mark has an extensive track record of financial, strategic and commercial leadership

and brings significant experience from across multiple industries and other leading

ASX listed organisations, including Region Group, Treasury Wine Estates and

Woolworths Group Limited. Mark was most recently employed by Region Group

where he held the roles of Chief Operating Officer and Head of Strategy & Funds

Management and, prior to that, was Chief Financial Officer.

Mark holds a Bachelor of Economics and Bachelor of Laws from the University

of Sydney and is an Australia Certified Practising Accountant.

Prue

Crawford-

Flett

Group

Executive,

Infrastructure

Services

Prue joined Ventia in October 2024 as Group Executive - Infrastructure Services.

Prue has held executive and senior leadership roles across the construction and

infrastructure sectors including more than 20 years’ experience in the energy sector,

most recently as Chief Operating Officer at AusNet.

Prue holds an Executive leadership certificate from INSEAD, Master of Business Administration

(MBA) from Monash University, Bachelor of Engineering (Civil) from Royal Melbourne Institute

of Technology and is a Graduate of the Australian Institute of Company Directors.

94

| G OVERNANCE

David
McPadden

Group

Executive,

Tr a n s p o r t

David joined Ventia in 2020 as General Manager – Road Transport Operations and in

2022 was appointed Group Executive – Transport.

With more than 20 years in the industry, David has significant experience in delivering

a diverse range of major transport infrastructure (road and rail), renewable energy

and complex brownfield aviation projects.

David holds a Bachelor of Engineering – Civil (Honours) from Swinburne University

of Technology.

Emma Hogan

Group

Executive,

Strategy and

Corporate

Affairs

Emma (Em) Hogan joined Ventia in January 2024 as Group Executive - Strategy and

Corporate Affairs.

Em has over 20 years' experience across both the public and private sectors, most

recently in state Government as Secretary for Digital, and the NSW Department

of Customer Service. Em brings her experience as a transformation leader across

strategy, customer, digital, culture and communications to her role at Ventia.

Em holds an Executive Certificate in Public Policy from the Harvard Kennedy

School, is a graduate of the Executive program at Stanford University Graduate

School of Business and holds a post graduate qualification in HR Management

from Deakin University.

Em is also a graduate of Australian Institute of Company Directors, having served on a

number of boards, and is the current NSW Chapter Chair for Chief Executive Women.

Derek

Osborn

Group

Executive,

Defence

and Social

Infrastructure

Derek joined the Ventia Executive Team in 2020 as Group Executive – Defence and

Social Infrastructure. Prior to this, Derek held numerous different roles over an

18 year period at Broadspectrum.

With more than 25 years’ experience, Derek has held senior and executive leadership

roles in the mining, defence and property sectors, and worked in consulting and

public and listed company roles.

Derek holds a Bachelor of Environmental Design and a Masters in Building Science

from The University of Western Australia. He is also a Graduate of the Australian

Institute of Company Directors.

Mark Ralston

Group

Executive,

Te l e co m -

munications

Mark joined Ventia in 2015 and is responsible for leading Ventia’s telecommunications

business across Australia and New Zealand and is Executive Sponsor of Ventia’s

New Zealand business. Prior to his current role, Mark was Group Executive - Strategy

and Corporate Affairs and responsible for portfolio strategy, sustainability, corporate

development initiatives, M&A integration and corporate affairs.

Mark is an experienced leader with over 20 years’ experience across Australia and the

United States in the engineering and construction, transportation, healthcare and

technology sectors.

Mark is a Graduate of INSEAD’s Advanced Management Programme, a Graduate of the

Australian Institute of Company Directors and holds a Bachelor of Applied Science

from The University of Sydney.

Amy Jackson

Group General

Counsel

Amy joined Ventia in the role of Group General Counsel in February 2025.

Amy is an experienced legal and governance professional, known for her ability to

lead high performing teams and navigate complex legal and commercial challenges.

Amy brings over 20 years legal experience across multiple industries, including a

significant tenure at Boral, where she most recently held the role of General Counsel

and Company Secretary.

Amy holds a Bachelor of Laws and a Bachelor of Economics (Social Sciences) from

the University of Sydney, and a Graduate Diploma of Applied Corporate Governance

from the Governance Institute of Australia.

95

VENTIA ANNUAL REPORT 2024 |

Contents
Letter from the Chair of People and Remuneration Committee 96

1. Key Management Personnel 98

2. Key messages for FY24 99

3. FY24 remuneration at a glance 101

4. Executive remuneration structure 103

5. Business performance and remuneration outcomes 108

6. Non-Executive Director fees 113

7. Remuneration governance 114

8. Additional statutory disclosures 116

Letter from Sibylle Krieger, Chair of the

People and Remuneration Committee

Dear Shareholders ,

On behalf of the Board, I present the Remuneration Report for the year

ended 31 December 2024.

FY24 performance

In FY24, we delivered $6,105.5 million in revenue, representing 7.6% growth

compared to FY23. EBITDA grew by 7.3% on FY23. Our NPATA increased by

12.8% and our operating cash flow conversion was 91.4%, up from 88.8% in FY23.

Carbon Emissions Intensity (CI) for 2024 is 7.3 T/rev$m, surpassing the target of

7.4 T/rev$m. This represents a 10.1% reduction in CI compared to FY23, primarily

driven by a decrease in purchased electricity, increased use of GreenPower,

and lower diesel fuel consumption.

For the FY24 Strategic Initiative of Cross-Selling, Ventia generated $115.8 million

in revenue. A significant portion of the cross-selling revenue was delivered by the

Defence and Social Infrastructure Sector, with referrals primarily originating from

the Infrastructure Services and Telecommunications sectors.

It is in the context of the above performance that the Board made its decisions

regarding variable remuneration for FY24.

You will be aware that we lost a New Zealand colleague in a workplace fatality

during FY24. Given that the safety of our people is Ventia’s foremost priority, the

Board gave careful consideration to the appropriate remuneration consequences

of this tragic event. Taking all the relevant circumstances into account, the Board

has determined that the safety measure outcome in the FY24 Short Term Incentive

(STI) will be reduced to zero for all eligible salaried employees.


Our current approach

to remuneration has been

in place since we listed on

the Australian Securities

Exchange in 2021 and

has received strong

shareholder support.

The Board believes this

approach is fit-for-purpose

and will continue to

underpin the long term

success of our business.


Remuneration Report

Sibylle Krieger

Chair of the People and

Remuneration Committee

96

| G OVERNANCE

FY24 remuneration outcomes
The FY24 remuneration outcomes reflect our business

performance and alignment with the shareholder returns

achieved during the year. The Board is satisfied that

management has delivered robust financial results, including

NPATA of $227.9 million and work in hand of $19.4 billion as

of 31 December 2024.

Fixed remuneration

In January 2024, following a thorough remuneration

benchmarking exercise to test remuneration levels relative

to comparative companies, the Managing Director and

Group Chief Executive Officer (MD & Group CEO) received an

increase of approximately 3.7%.

Short Term Incentive

The Short Term Incentive program is designed to align the

efforts of our executives with Ventia’s key priorities, including

safety, financial outcomes, strategic, and sustainability

objectives, and to drive success both in the current year

and into the future. It motivates executive Key Management

Personnel (KMP) to achieve challenging performance goals

during the financial year. The collective performance achieved

throughout the year is reflected in our STI Scorecard, with

the MD & Group CEO achieving an outcome of 51.9% of his

maximum STI opportunity or 77.9% of target. Further details

on the STI outcomes can be found in Section 4.2 and 5.4 of

this Report.

The FY24 STI outcomes were considered in the context of the

tragic fatality that occurred during the year. Ensuring the safety

of our employees is fundamental to our licence to operate.

Following careful consideration of all relevant circumstances

and of the full extent of Board discretion, the Board has

determined that the safety measure outcome in the FY24 STI

will be reduced to zero for all salaried employees eligible to

participate in the STI program.

Long Term Incentive

Annual grants of the Long Term Incentive (LTI) align the

interests of executives on the drivers of sustained business

growth and the creation of long term shareholder value.

The LTI Scorecard based partly on three years of past

performance determines the initial LTI grant value (expressed

as a percentage of an individual’s maximum LTI opportunity)

to be granted to executives in any year. In addition to the

upfront grant performance metrics, the LTI is assessed at the

end of the vesting periods (i.e. after two, three and four years)

against a Return on Equity (ROE) threshold performance

measure of 15% in each preceding year. Ventia delivers the

LTI in Share Appreciation Rights (SARs), that only hold value if

the share price is more at the date of vesting than at the date

of grant. Accordingly, no SARs will ultimately vest if there is no

absolute growth in the Ventia share price.

Performance against the FY24 LTI Scorecard resulted in

72.1% of maximum LTI opportunity for the executive KMP

being achieved. The LTI awards will be delivered to our

executives in SARs, noting that the grant to the MD & Group

CEO was approved by the shareholders at the 2024 Annual

General Meeting.

The first tranche of LTI awards under the FY22 LTI plan,

to vest after two years, will be tested subject to service and

performance conditions to 31 December 2024. These awards,

which represent one-third of the FY22 grant, are subject to

ROE performance over the FY24 financial year and share price

appreciation over the vesting period, from February 2023 to

February 2025. As the outcome of this measure is determined

after the release of the FY24 Financial Results, the final vesting

quantum will be disclosed in the FY25 Remuneration Report.

In future years we propose to align the vesting period with our

financial year so that the outcome will be known and reported

in the Remuneration Report earlier.

FY25 outlook

Following a review of pay and fees, the Board has approved

moderate increases for executive KMP fixed remuneration and

Non-Executive Director base fees for the upcoming year. The

fixed remuneration for the MD & Group CEO will increase by

4%, while the base fee for Non-Executive Directors (NEDs) will

rise by 3.9%. No change will be made to the Chairman's fee in

FY25, and the fee increases paid to Non-Executive Directors

will remain within the maximum fee pool of $2,000,000.

The Board does not intend to make any substantive changes

to the STI and LTI plans for FY25. However, the People and

Remuneration Committee plans to review the safety measures

within the STI plan to ensure they continue to drive and

reinforce a strong focus on safety culture and performance.

Additionally, the administration of the STI and LTI plans

is being reviewed to enhance efficiency and simplify their

operation.

Summary

Our current approach to remuneration has been in place since

we listed on the Australian Securities Exchange in 2021 and

has received strong shareholder support. The Board believes

this approach is fit-for-purpose and will continue to underpin

the long term success of the business. The Board continues

to engage, value and listen to the feedback of shareholders

and our aim is to ensure that our executive remuneration

framework supports our business strategy, reflects our values

and performance and is consistent with the value which we

deliver to all our stakeholders.

On behalf of the Board, we look forward to welcoming you and

receiving your support at our 2025 Annual General Meeting.

As always, we welcome your feedback on any aspect of this

Report.

Yours sincerely,

Sibylle Krieger

Chair, People and Remuneration Committee

18 February 2025

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VENTIA ANNUAL REPORT 2024 |

The Board of Directors of Ventia Services Group Limited (Company or Ventia) present the Remuneration Report (Report)
prepared in accordance with Section 300A of the Corporations Act 2001 for the Company and its controlled entities for the

year ended 31 December 2024 (FY24).

1. Key Management Personnel

This Report outlines Ventia’s Remuneration Framework and the outcomes for the year ended 31 December 2024 for KMP.

KMP are those persons having the authority and responsibility for planning, directing and controlling the activities of Ventia,

directly or indirectly, including any Director.

Details regarding the KMP covered by this Report are outlined below. There were no changes to the KMP subsequent to the

end of FY24 and the date of release of this Report.

NamePositionTerm as KMP

Non-Executive Directors

David MoffattChairman, Non-Executive DirectorFull year

Jeff ForbesIndependent Non-Executive Director, Chair of the Nominations Committee and Chair

of Business Development and Digital Committee

Full year

Lynne SaintIndependent Non-Executive Director, Chair of the Audit, Risk and Compliance

Committee

Full year

Sibylle KriegerIndependent Non-Executive Director,

Chair of the People and Remuneration Committee

Full year

Anne UrlwinIndependent Non-Executive Director,

Chair of the Safety and Sustainability Committee

Full year

Damon Rees Independent Non-Executive DirectorFull year

Kevin Crowe

1

Non-Executive Director, Chair of the Work Winning and Tender Committee (now called

Business Development and Digital Committee)

Part year

Executives

Dean BanksManaging Director and Group Chief Executive OfficerFull year

Mark Fleming

2

Chief Financial OfficerPart year

Stuart Hooper

3

Chief Financial OfficerPart year

1. Kevin Crowe ceased in the role of Non-Executive Director on 21 February 2024.

2. Mark Fleming commenced employment with Ventia as CFO designate on 6 February 2024. He participated in a hand over from exiting CFO Stuart Hooper before

commencing in the CFO role on 22 February 2024. As such Mark Fleming is considered KMP effective from the date he stepped into the CFO role, 22 February 2024.

3. Stuart Hooper exited the business on 28 March 2024. He stepped out of the CFO role effective 22 February 2024 and was considered KMP until this date.

Pictured: One of Ventia's business graduates with a senior leader at our Cremorne office in Melbourne, Vic

98

| G OVERNANCE – REMUNERATION REPORT

2. Key messages for FY24
ElementPolicy SummaryDetails

Business

performance and

reward outcomes

Ventia delivered:

• FY24 NPATA of $227.9 million (FY23: $202.1 million)

• FY24 Cash conversion of 91.4% (FY23: 88.8%)

• Work in hand as of 31 December 2024 of $19.4 billion (2023: $18.1 billion)

• The lagging injury metric, TRIFR, was 3.31 per million hours worked in FY24

Accordingly, the STI outcome delivered to the MD & Group CEO was 51.9% of maximum

and 77.9% of target.

Under the FY24 LTI, SARs to the value of $1,009,400 will be granted to the MD & Group CEO

and $475,860 will be granted to the CFO. The number of SARs will be determined using the

10-day Volume Weighted Average Price of Ventia shares following the release of the 2024

financial results.

In January 2024, following a comprehensive remuneration benchmarking exercise to

evaluate pay levels against comparable companies and a thorough assessment of

competitive market conditions, the MD & Group CEO received a fixed remuneration

adjustment of approximately 3.7%. A new CFO was appointed in February 2024 and no

fixed remuneration increase was provided to him in FY24.

The Board is satisfied that the reward outcomes appropriately reflect the significant

contribution of the MD & Group CEO and performance of the business, and are aligned to

the experience of shareholders and other employees.

Section 5

Application

of discretion

The FY24 STI outcomes were assessed in the context of the fatality that occurred during the

year. Following careful consideration of all relevant circumstances, the Board has decided

to reduce the safety measure outcome in the FY24 STI to zero for all salaried employees

eligible to participate in the STI program.

Section 4.2

FY24 STI

The STI to be awarded to the MD & CEO is 77.9% of his target opportunity and for the CFO is

77.9% of his target opportunity, which is further calculated on a pro-rata basis for his length of

service during FY24.

The Board considers the STI outcomes to be appropriate, reflecting alignment of

shareholder outcomes and Ventia’s business performance during FY24.

Section 5.4

Pictured: Field workers from our Telecommunications team on site in Brisbane, Qld

99

VENTIA ANNUAL REPORT 2024 |

ElementPolicy SummaryDetails
FY24 LTI plan

Ventia has a fit-for-purpose LTI that is strongly aligned with the delivery of our strategy

of Redefining Service Excellence. The LTI aims to promote long-term shareholder value

creation through:

1. t he delivery of equity-based awards to promote a strong focus on shareholder

alignment by only rewarding for share price growth, and only paying dividend

equivalents to the extent the SARs vest and there has been share price growth;

2. performance prior to the year in which the LTI is granted moderating the actual LTI value

to be awarded to LTI participants. This aims to ensure that the awards are granted in the

context of the Company’s overall performance and will remain reasonable;

3. fi xed and transparent allocation value of 35 per cent of Ventia’s 10-day Volume Weighted

Average Price (VWAP), at the time immediately after release of Ventia’s full-year result,

which is used to determine the number of SARs actually granted each year, minimising

fluctuations that might otherwise occur if a more variable annual Black-Scholes

allocation value were to apply. In setting the allocation value, the Board considered a

formal fair value approach, and the 35 per cent allocation basis selected. The 35 per

cent allocation basis results in a lower number of SARs being granted to LTI participants;

4. t hreshold level of 15% return on equity (ROE) performance being required before any

vesting can occur, to ensure long-term financial sustainability objectives are met; and

5. p rogressive time vesting over a four year period, providing LTI participants with ‘skin in

the game’, with additional sale restrictions in place to promote long-term value creation

and talent retention.

Section 4.3 and 5.5

Board fees

There was no change made to Non-Executive Director Fees in FY24.Section 6

Termination or

sign-on payments

No sign-on payments were provided to KMP.

Stuart Hooper stepped down as CFO effective 22 February 2024 and left the business

on 28 March 2024. Upon his departure, he received payments for accrued leave and six

months' notice pay. His STI and LTI under the FY22 and FY23 plans remain on-foot, and he

did not participate in the FY24 STI and LTI plans.

Section 8.1.1

Changes

anticipated

in 2025

The Board recognises the significance of providing market-competitive fixed remuneration

for executive KMP. We conduct annual monitoring and reviews of remuneration, taking into

account economic indicators, market trends, and challenges related to talent attraction

and retention.

After careful consideration the Board has determined that the fixed remuneration for the

MD & Group CEO will increase by 4% in FY25, while the base fee for Non-Executive Directors

will rise by 3.9%. No change will be made to the Chairman's fees in FY25.

The Board does not intend to make any substantive changes to the STI and LTI plans for

FY25. However, the Committee plans to review the safety measures within the STI plan

to ensure they continue to reflect and reinforce a strong focus on safety performance.

Additionally, the administration of the STI and LTI plans is being reviewed to enhance

efficiency and simplify their operation

Pictured: Member of our Telecommunications team doing field work in Brisbane, Qld

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| G OVERNANCE – REMUNERATION REPORT

3. FY24 Remuneration at a glance
3.1 Overview of the remuneration objectives

Ventia’s Remuneration Framework is underpinned by the following key objectives:

Provide for

strong shareholder

alignment

Drive appropriate

behaviours and

support

desired culture

Be market-

competitive

to attract,

motivate and

retain talent

Support

delivery of

business

strategy

Be simple

and

transparent

3.2 Alignment of our Remuneration Framework to our strategic priorities

Our approach to remuneration intends to advance our strategic objectives by striving for alignment with the Company’s

overarching strategic goals. Each element of the Remuneration Framework has been carefully considered to ensure alignment

with our key objectives and the priorities and focus areas of the business, to deliver our long-term growth strategy.

In line with the above, the Ventia strategic objectives are driven through carefully selected metrics and performance periods for

our STI and LTI plans, as illustrated in the table below.

Performance

Category Performance Measures Metrics

STI

Weight

LT I

Grant

Weight

LT I

Vest

Weight

FY22FY23FY24FY25FY26FY27FY28

Safety

TRIFR

1

5%

Leader learning conversations

1

5%

NPATA

1

35%

Free Cash Flow

1

25%

Revenue Secured

2

20%

Financial

Work in hand

2

33%

Pro forma Cash Conversion Ratio

3

33%

EPS CAGR

4

33%

Return on Equity

5

Gate

Shareholder Return

Growth in Share Price

6

Gate

Strategic Initiatives

Cross selling

1

5%

Sustainability

Carbon emission intensity

1

5%

100%100%100%

Legend

S TI Metric: Performance Period

L TI Metric: Performance Period

1. Performance over the FY24 Financial Year.

2. Tested as of 31 December 2024.

3. Pro forma Cash Conversion Ratio is measured as pro forma operating cash flow divided by pro forma EBITDA for the three years prior to grant combined i.e. 1 January

2022 to 31 December 2024.

4. EPS CAGR reflects the growth in earnings over the three-year period from 31 December 2021 to 31 December 2024.

5. Return on Equity performance for the financial year prior to vesting, i.e. for each of the second, third and fourth years after grant.

6. Growth in share price is measured across applicable vesting periods (one-third for each of two, three and four years after grant using ordinary shares to the value of the

price calculated with reference to the 10-day VWAP of shares immediately after the release of Ventia’s annual financial statements following the vesting date (vesting

price), less the share price calculated as the 10-day VWAP immediately after the release of Ventia’s annual financial statement following the end of the performance

period( allocation price) and divided by the vesting price. There is also a sale restriction on vested shares for a further 14 months following the vesting period.

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VENTIA ANNUAL REPORT 2024 |

The STI rewards executives for delivery against key criteria that are critical focus areas in the financial year. These include:
STI Performance CategoryRationale and description

Safety

Safety is fundamental to our licence to operate and underpins our strategy, with 10% of the

scorecard weighted towards achieving both a lag (TRIFR) and lead (Leader Learning Conversations)

measure. In FY24, the lead safety measure of Leader Learning Conversations was introduced as

a gateway into the STI, which requires executives to have completed a defined number of safety

conversations in a year to a high standard which is reviewed and monitored.

Financial

Delivering financial outcomes that drive shareholder value and align with the Company’s

strategic priorities.

• NPATA reflects Ventia’s underlying profitability, ensuring management remains focused on

delivering strong financial performance;

• Free Cash Flow derived from the normal operations of the business; and

• Revenue secured demonstrating Ventia’s success in building a resilient and reliable revenue base.

Strategic Initiatives

Cross-selling is a key metric for our business, reflecting our ability to expand customer relationships

by delivering a broader range of capabilities. As part of our strategy to Redefine Service Excellence,

our customer-centric approach enables us to leverage our diverse capabilities to support clients

in achieving their goals beyond our existing services with them. It also serves as an indicator of

collaboration across our teams.

Sustainability

Carbon emissions intensity reduction targets foster a culture of ownership and responsibility in

decision making. Sustainability is a key pillar of our strategy and delivery of emissions reductions

assists the business in meeting the expectations of our investors and customers.

The LTI promotes long term shareholder value creation through the inclusion of both grant metrics (informing the grant quantum)

and vesting metrics (informing the quantum that vests). This approach ensures focus on long-term priorities and shareholder

creation over a period of up to seven years (as illustrated in the figure in Section 3.2), and also promotes retention of senior talent.

The rigorous LTI grant metrics serve as a qualifier to determine the LTI quantum, as a percentage of the maximum, that the

executives will receive in SARs in any year, to ensure that the LTI quantum reflects the broader business context and performance.

LTI Grant MetricRationale and description

Work in hand

Work in hand, measures Ventia’s success in building a resilient and reliable revenue base, and is

defined as comprising:

i) t he future revenue from contracted projects with agreed volumes and scope, and

ii) a n estimate of future revenue that is likely to be generated from contracted projects where the

project scope and volumes are variable. Work in hand is measured as of 31 December 2024.

Pro forma Cash

Conversion Ratio

Pro forma Cash Conversion Ratio measures the efficiency of Ventia in delivering the bottom line.

This is measured by pro forma operating cash flow divided by pro forma EBITDA for FY22, FY23 and

FY24 combined.

EPS CAGR

EPS CAGR reflects Ventia’s ability to generate consistent and sustainable earnings growth over a

three-year period. For the FY24 LTI, this will be measured by the growth in EPS from 31 December

2021 to 31 December 2024.

After a further two, three and four years, the SARs are tested based on the additional vesting metrics.

LTI Vesting MetricRationale and description

ROE

Return on Equity aligns executive interests with those of Ventia’s shareholders and drives

sustainable long term growth. A threshold ROE of 15% is required for the preceding financial

year prior to the relevant vesting date over two, three and four years following the start of the

performance period for the SARs to be eligible to vest.

Growth in Share Price

Executive LTI outcomes are closely tied to shareholder outcomes through SARs which are similar to

Share Options. SARs deliver value to the participant if the share price at vesting is higher than the

price at the time of grant.

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4. Executive remuneration structure
The Board has carefully considered the remuneration structure for the executives, taking into account the remuneration

objectives, see Section 3.1, the strategy of the business, our risk appetite and our key metrics to reward ongoing performance

which also sets Ventia up for future success.

We benchmark our remuneration against similar-sized companies to ensure moderate, yet competitive levels and have designed

a remuneration framework we believe to be the best fit for Ventia, to reward and motivate executives to deliver good outcomes in

both the short and long term that are well-aligned to the interests of our shareholders.

4.1 Fixed remuneration

Purpose

Fixed Remuneration is set with reference to our peer groups, to attract and retain capable leaders

and reward them for their role responsibilities and accountabilities.

Opportunity

To ensure the market competitiveness of remuneration arrangements, remuneration benchmarking

is undertaken against a peer group comprising at least 20 relevant comparator Australian Securities

Exchange listed companies from the Energy, Industrials, Materials and Utilities sectors, with a

market capitalisation range within 50% to 200% of Ventia’s market capitalisation.

Delivery mechanism

Cash salary and other benefits, including superannuation.

4.2 Short-term Incentive plan

Purpose

The STI focuses the efforts of our executives on our key priorities, including safety, financial

performance, strategic and sustainability objectives, to ensure success for Ventia both in the current

year and into the future. It motivates executive KMP to achieve challenging performance objectives

during the financial year.

Opportunity

The target STI opportunity is calculated as a percentage of fixed remuneration as follows:

% of fixed remuneration

RoleTargetMaximum

CEO85%127.5%

CFO60%90%

Delivery mechanism

The STI is delivered as 50% in cash and 50% in deferred share rights, provided the overall STI award

is at least $100,000.

Half of the deferred share rights vest after one year and the other half after two years.

Deferred share rights vest into fully paid ordinary shares in Ventia, subject to time restrictions.

Participants will be entitled to receive dividend equivalents in additional shares to the value of

dividends that would have been received on shares delivered on vested share rights had those

shares been held since the grant date of the share rights.

Target setting

Performance targets for the STI, including threshold, target and stretch levels are set in the

first quarter of the financial year by the Board. Threshold represents the minimum performance

level required for a payment to be made, while stretch denotes the level at which the maximum

STI for that measure is granted. The Board ensures that performance targets are both challenging

and motivating enough to encourage executives to meet the objectives.

Targets are established based on annual budgets, business plans, economic conditions,

and market outlook, with a range set between threshold and stretch to allow for reward

of outperformance.

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Performance measures
Subject to meeting an overall NPATA threshold and achievement of the leading safety indicator of

Leader Learning Conversations, performance is assessed against performance measures (outlined

in Section 3.2) as follows:

Performance CategoryPerformance MeasuresTarget Weighting

SafetyTRIFR

Leader Learning Conversations

5%

5%

FinancialNPATA

Free cash flow

Revenue secured

35%

25%

20%

Strategic InitiativesCross-selling5%

SustainabilityCarbon emission intensity5%

To t a l100%

The Board may modify performance outcomes should there be a fatality and/or a material environmental, social or governance

event during the year including modifying overall STI outcomes to zero in appropriate circumstances.

STI illustration



Year 1

% of STI awarded in cash

Year 0 Year 2Year 3



% deferred

into restricted

rights



One year

  One year (50%)

  Two years (50%)

Vesting of

restricted rights

(50%)

Vesting of

restricted rights

(50%)

Pictured: Members of our Resources and Industrial team on site in Perth, WA

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4.3 Long-term Incentive plan
Te r mDescription

Purpose

Annual grants of the LTI align the interests of executives with the drivers of sustained business

growth and the creation of long term shareholder value.

Opportunity

The maximum LTI grant value, subject to the up-front grant metrics is calculated as a percentage of

fixed remuneration as follows:

RoleMaximum % of fixed remuneration

CEO100%

CFO80%

Delivery mechanism

The Ventia LTI is delivered in Share Appreciation Rights (SARs), which provide a right to receive a

number of fully paid ordinary shares in Ventia at a future date, based on the growth in share price

across the applicable vesting periods i.e. ordinary shares to the value of the price calculated with

reference to the 10-day VWAP of shares immediately after the release of Ventia’s annual financial

statements following the vesting date (vesting price), less the share price calculated as the 10-day

VWAP immediately after the release of Ventia’s annual financial statement following the end of the

performance period (allocation price) and divided by the vesting price.

In addition, participants will be eligible to receive dividend equivalents for each vested SAR.

Allocation methodology

The number of SARs initially granted are determined based on a set market valuation, being 35% of

Ventia’s VWAP, based on a 10-day VWAP of the share price at the time immediately after the release

of Ventia’s annual financial statements for FY24. The 35% was selected over more variable annual

Black-Scholes valuations to be a more fixed and transparent approach.

LTI grant value

(Up-front performance-testing)

Ventia uses the following LTI Scorecard to determine the initial LTI grant value (expressed as a

percentage of the individual’s maximum LTI opportunity) to be granted to the executives in any year.

The rationale for including these measures is outlined in Section 3.2.

Performance categoryPerformance periodWeight

Work in handComprising:

i)

the future revenue from

contracted projects with

agreed volumes and scope;

ii)

an estimate of future revenue

that is likely to be generated

from contracted projects

where the project scope and

volumes are variable.

Tested as of

31 December 2024

33.33%

Pro forma cash

conversion ratio

Pro forma cash conversion ratio

will be measured by pro forma

operating cash flow divided by

pro forma EBITDA.

Three years preceding the

grant year, i.e. 1 January

2022 to 31 December 2024

33.33%

EPS CAGREarnings per share compound

annual growth rate will be

measured by the growth in EPS.

Three years preceding the

grant year, i.e. 31 December

2021 to 31 December 2024

33.33%

To t a l100%

For each of these measures, the initial LTI grant value is calculated as follows:

Performance achievedLTI grant value (% of maximum LTI opportunity)

Below thresholdZero

Threshold50%

Target75%

Maximum100%

The LTI Scorecard ensures ongoing focus by executives on key business metrics that set up the

business for sustained long-term returns and rewards for delivery of value over time. This approach

also moderates the quantum of LTI awards and aligns the quantum to the Company’s overall

performance.

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VENTIA ANNUAL REPORT 2024 |

Te r mDescription
LTI vesting value

(testing performance

over the vesting period)

In addition to the upfront grant performance metrics, the LTI is assessed at the end of the vesting

period (i.e. after two, three and four years) against a ROE threshold performance measure of 15% in

each preceding financial year prior to the relevant vesting date (i.e. subject to an ongoing minimum

level of acceptable performance).

Further, by delivering the LTI in SARs which only hold value if the share price is more at the date of

vesting than at the date of grant, no shares will vest if there is no absolute growth in the Ventia share

price.

Dividends

Participants will be entitled to receive dividend equivalents in additional shares to the value of

dividends that would have been received on shares delivered on vested SARs had those shares been

held since the grant date of the SARs.

Determining the value

of shares at vesting

If the ROE and share price growth performance hurdles are achieved, the value of shares at vesting

is calculated, together with dividend equivalents on vested SARs over each of the relevant vesting

periods (i.e. two, three or four years).

Sale restriction

To further ensure alignment with long-term business value and with the shareholder experience, a

sale restriction applies to vested SARs for executives until the release of Ventia’s annual results for

the financial year (approximately 14 months after vesting).

Performance period

The metrics used in the LTI Scorecard to determine a grant value, use a three-year timeframe

in respect of pro forma cash conversion ratio and EPS CAGR. Work in hand is a point-in-time

measure and is compared to target. Following the grant, performance is further tested over two,

three and four years based on ROE and growth in share price.

Using a number of key grant and vesting metrics, the span of performance testing for LTI is up to

seven years (three years prior and four years following grant), in addition to the sale restriction.

Rationale for the LTI design

Ventia’s LTI plan was carefully crafted to be fit for purpose for the business and to achieve our

remuneration objectives. It is strongly aligned with the delivery of the Company’s strategy and is

designed to promote long-term shareholder value creation. Key design aspects considered include:

• applying the LTI Scorecard to moderate the actual grant value, based on performance for prior

years, ensures that the awards granted are determined in the context of the Company’s overall

performance and are unlikely to turn out to be excessive.

• the ROE threshold performance for the preceding financial year prior to the vesting date over the

two, three and four year vesting periods ensures that overall, Company performance under the LTI

plan will ultimately be assessed for up to seven years (up to three years prior to and four years post-

grant), which promotes executive long-term decision-making and is longer than market norms.

• delivery via SARs promotes strong focus on shareholder alignment by only rewarding executives

when there has been share price growth between grant and vesting.

• the additional 14-month sale restrictions that apply post vesting of each LTI tranche further

align the executives to the shareholder experience and promote retention of senior talent.

LTI illustration



Vesting of SARs subject to sales restrictions

  

   

Grant of SARs



  

  

Rolling 3 year period for

assessment of Pro Forma

Cash Conversion Ratio and EPS

CAGR. Work in hand assessed at

end of Current Financial Year.

   

 

 

   

 

   

 

   

 

 

   

 

 

   

 

 

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4.4 Executive pay mix
The following graphs show the pay mix at maximum performance for the MD & Group CEO and CFO. The actual pay awarded will

be subject to the performance against set targets.

CEOCFO

STI 38%

LTI 31%

FR 31%

STI 33%

LT I 3 0 %

FR 37%

4.5 Minimum shareholding requirements

In line with the remuneration principle of providing strong shareholder alignment, minimum shareholding requirements (MSRs)

are in place for the Directors and other KMP. The Company’s MSR policy for these roles is outlined below:

PositionMinimum Shareholding RequirementsTiming to Meet Requirements

1

NED100% of base fees3 years

MD & Group CEO200% of fixed remuneration5 years

2

CFO100% of fixed remuneration5 years

1. The Board retains discretion as to the approach taken where NEDs and executive KMP do not meet the MSR within the required period. Once the minimum shareholding

is achieved, KMP are expected to retain those levels.

2. Given significant shareholdings obtained during the conversion of EIP shares to Ventia Service Group Limited ordinary shares at the time of the IPO, MSRs for Dean Banks

are effective immediately. For future appointments the timing to meet new MSRs for both the MD & Group CEO and CFO is 5 years.

4.6 Clawback

A clawback provision applies to all participants, which allows the Board to clawback Share Rights and Share Appreciation Rights

(including dividend equivalents), any resulting shares from exercise of the awards or the financial benefit of those resulting shares

arising from the awards at the time any of the following circumstances occurring:

• Fraud, dishonesty or serious misconduct

• Breach of duties, responsibilities or obligations to any company in the Ventia group

• Bringing any company in the Ventia group into disrepute

• Material misstatement or omission in the financial statements

• A catastrophic environmental or safety event that results in significant damage to the reputation of any company in the Ventia

group or its operations

• Any other circumstance that the Board determines would result in a participant receiving an inappropriate benefit if clawback

was not exercised.

4.7 Change of control

Where there is a change of control event, the Board may determine, subject to the Australian Securities Exchange Listing Rules,

with respect to each award, that:

• Awards, to the extent not fully vested, will become vested and exercisable in full or in part;

• Options (if any) may be exercised within a specific period only, or otherwise they will lapse; and

• The Company, on behalf of the participant, will direct any trustee to transfer trust shares into the participant’s name.

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VENTIA ANNUAL REPORT 2024 |

4.8 Cessation of employment
The treatment of awards on ceasing employment will depend on the circumstances of cessation.

Unvested awards

For employees deemed to be a ‘Good Leaver,’ unless the Board determines otherwise,

awards will remain on foot, subject to achievement of performance-related vesting conditions.

In all other circumstances, all awards will lapse, unless the Board in its discretion determines

otherwise.

Vested awards

Participants will continue to hold shares that have been awarded.

4.7 Executive service agreements

The following table outlines the summary of terms of employment for the MD & Group CEO and CFO:

PositionTerm of AgreementNotice Period by ExecutiveNotice Period by CompanyMaximum Termination Benefits

CEOOpen9 months9 months12 months fixed remuneration

CFOOpen6 months6 months12 months fixed remuneration

The executives are also subject to restraints that will apply upon cessation of employment to protect the business interests

of Ventia.

5. Business performance and remuneration outcomes

The Board considers the link between remuneration and Company performance to be of critical importance. Ventia has delivered

against a wide range of business objectives in FY24, demonstrating the breadth of our offering, combined with the strength and

long-term nature of our relationships with key customers.

Ventia has delivered robust financial performance during the year with NPATA of $227.9 million, growth of 12.8% on FY23. The cash

conversion ratio improved by 2.6 pp to 91.4%.

We continue to gain positive safety momentum through intervention programs focusing on alleviating hand and musculoskeletal

injuries and the Elevate Safety program which is designed to empower leaders with key insights into the actions, behaviours, and

performance required to drive sustained safety performance. The lagging injury metric of TRIFR was not met and as a result the

threshold achievement for the TRIFR metric was not achieved. Further in finalising the FY24 outcome the Board considered the

tragic incident in which a colleague lost their life at work. The Board determined that the entire safety measure outcome in the

FY24 STI will be reduced to zero for all salaried employees eligible to participate in the STI program.

Ventia continued to make steady progress in lowering our carbon emissions intensity during FY24 with a result of 7.3 T/rev$m,

surpassing the target. This represents a 10.1% reduction in carbon intensity compared to FY23.

5.1 2024 Business performance highlights

Total Revenue

$6,105.5m

 7.6 % on FY23

Total EBITDA

$499.3m

 7.3% on FY23

EBITDA %

8.2%

In line with FY23

Cash Conversion Ratio

91.4%

 2.6 pp on FY23

NPATA

$ 2 27. 9 m

 12.8 % on FY23

Work in hand

$19.4b

 6.7 % on FY23

Total Recordable Injury

Frequency Rate

3.31

Deterioration of 0.61% on FY23

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5.2 Historical business performance
The Company’s incentive awards are structured to align executive remuneration with business performance, placing a strong

emphasis on equity to align with shareholder outcomes. The table below summarises Ventia’s performance across various

indicators for FY24, as well as the previous four years.

FY24FY23FY22FY21FY20

Issue price of IPO shares$1.70$1.70$1.70$1.70n/a

Closing share price on 31 December$3.60$3.14$2.41$2.00n/a

Dividends declared per share (cents)18.7616.598.946.28–

Statutory ($’m)

To t a l r e v e n u e

1

6,105.55,676.45,167.54,557.43,223.9

EBITDA

2

499.3465.2414.3312.2265.8

NPAT

3

220.2189.8191.219.528.0

Pro forma

5

($’m)

To t a l r e v e n u en/an/an/an/a4,591.9

EBITDA

3

n/an/a419.8379.9354.5

NPATA

4

2 27. 9202.1179.6146.8119.5

NPAT

5

n/an/a162.8131.3106.0

1. From continuing operations.

2. Earnings before interest, depreciation and amortisation (EBITDA).

3. Net profit after taxation (NPAT).

4. Net profit after taxation excluding amortisation of acquired intangibles (NPATA).

5. Pro forma information for FY20 is as disclosed in the IPO prospectus.

5.3 FY24 Fixed Remuneration

In FY24, a modest increase in Fixed Remuneration was provided to the MD & Group CEO, in line with inflation and the salary

increase budget that applied to all employees.

Executive KMPRoleFY23 Fixed RemunerationFY24 Fixed RemunerationIncrease %

Dean BanksMD & Group CEO$1,350,000$1,400,0003.7%

Mark Fleming

1

CFO-$825,000-

Stuart Hooper

2

CFO$800,000$800,000-

1 Mark Fleming commenced employment with Ventia as CFO designate on 6 February 2024 and participated in a hand over from exiting CFO Stuart Hooper before

commencing in the CFO role on 22 February 2024. As such Mark Fleming is considered KMP effective from the date he stepped into the CFO role on 22 February 2024.

2. Stuart Hooper exited the business on 28 March 2024 and therefore did not receive an increase in his fixed remuneration in FY24.

Pictured: Member of our Telecommunications team on site at a network build, Eden-Monaro district along Bungendore, Queanbeyan, NSW

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5.4 FY24 Short Term Incentives
When evaluating performance, the Board takes into account the outcome achieved and also considers the application of

discretion. This includes evaluating the shareholder experience, the broader employee experience, the customer experience and

the impact of factors both within and outside of management's control. The FY24 STI outcomes were assessed in the context of

the fatality that occurred during the year. In response, the Board has decided to reduce the safety measure outcome in the FY24

STI to zero for all salaried employees eligible to participate in the STI program.

The Board is satisfied that management has delivered value in FY24 which warrants the variable remuneration outcomes.

The table below provides a summary of Ventia’s performance against the measures set out in the STI Scorecard for FY24:

FY24 STI Scorecard Outcomes

MeasureWeightingPerformance

Weighted

Outcome

Safety10%0.0%

ThresholdTargetMaximum

TRIFR5%In response to the fatality, the Board has decided to reduce the safety measure outcome

in the FY24 STI to zero for all salaried employees eligible to participate in the program.

Leader Learning

Conversations

5%In response to the fatality, the Board has decided to reduce the safety measure outcome

in the FY24 STI to zero for all salaried employees eligible to participate in the program.

Financial80%71.8%

ThresholdTargetMaximum

NPATA35%NPATA performance was above the target.

Free cash flow25%Free cash flow performance was between the threshold and target.

Revenue secured20%Revenue secured was between the threshold and target.

Strategic Initiatives5%0.7%

ThresholdTargetMaximum

Cross selling5%Cross selling performance was between the threshold and target.

Sustainability5%5.4%

ThresholdTargetMaximum

Carbon emission intensity20%FY24 carbon emission intensity is above target

Outcome100%7 7. 9 %

of target (51.9% of maximum)

Based on the above, the table below presents the STI awarded to executive KMP with respect to performance in FY24:

Executive KMPTarget $Maximum $Awarded $

% of Target

Awarded

% of Maximum

Awarded

% of Maximum

Forfeited

Dean Banks1,190,0001,785,000927,01077.9%51.9%48.1%

Mark Fleming

1

424,672637,008330,81977.9%51.9%48.1%

1. Pro-rated for Mark Fleming from 22 February 2024 to 31 December 2024.

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5.5 Long Term Incentives
5.5.1 Grant of FY24 Long Term Incentive

Ventia applies performance conditions to determine the grant value of the LTI, as well as further performance metrics over

the vesting period.

The table below summarises Ventia’s FY24 LTI scorecard outcomes against the up-front measures and subsequent weighted

performance outcome.

FY24 LTI Scorecard Outcomes

Measure WeightingPerformance against measure

Weighted

OutcomeComments

Work in hand

33.3%

ThresholdTargetMaximum

16.8%Work in hand performance was between

threshold and target.

Pro forma cash

conversion ratio

33.3%

ThresholdTargetMaximum

22.0%Pro forma cash conversion ratio performance

was between threshold and target.

EPS CAGR

33.3%

ThresholdTargetMaximum

33.3%EPS CAGR performance exceeded the

maximum LTI target

Outcome100%72.1%

of maximum

Performance against the LTI scorecard resulted in 72.1% of maximum LTI opportunity for the executive KMP. The LTI awards will be

delivered to our executives in SARs, noting that shareholder approval was obtained at the 2024 Annual General Meeting in the case

of the MD & CEO.

These SARs are scheduled to vest in equal tranches over two, three and four years subject to threshold 15% ROE performance.

Sales restriction applies for executive KMP until the release of Ventia’s annual results for the applicable financial year

(approximately 14 months from vesting). Based on the above, the table below presents the value of LTI anticipated to be awarded

to executive KMP with respect to performance in FY24:

Executive KMP

LTI Grant Maximum %

of Fixed Remuneration

Maximum

$

Value to be Awarded

$

Dean Banks100%1,400,0001,009,400

Mark Fleming 80%660,000475,860

Further details on the operation of the LTI plan is set out in Section 4.3.

5.5.2 Vesting of FY22 Long Term Incentive

The first tranche of LTI awards under the FY22 LTI plan, to vest after two years, will be tested subject to service and

performance conditions to 31 December 2024. These awards, which represent one-third of the FY22 grant, are subject to

ROE performance over the FY24 financial year and share price appreciation over the vesting period i.e. following the release

of Ventia’s annual financial statements for FY22 to the release of the annual financial statements for FY24. As the outcome of

this measure is determined after the release of the FY24 Financial Results, the final vesting quantum will be disclosed in the

FY25 Remuneration Report. In future years we proposed to align the vesting period to the financial year which will enable

the outcome to be reported earlier.

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VENTIA ANNUAL REPORT 2024 |

5.5.3 Legacy Ventia Executive Incentive Plan
The legacy Executive Incentive Plan (EIP) was put in place for the initial listing of Ventia in 2021 and has been run-off since then.

The following table summarises additional information for the EIP legacy arrangements that applied to Executive KMP in FY24.

FeatureDescription

Eligibility

Previously limited to select permanent employees, as determined by the Board

Opportunity

CEO

• Tranche 1: 3,000,000 EIP shares

• Tranche 2: 3,000,000 EIP shares

• Tranche 3: 3,000,000 EIP shares

Vehicle

EIP shares which converted to ordinary shares on completion of the IPO

Performance measures

• Time-based vesting for a portion of the EIP shares

• 30-day VWAP of the listed share price for a portion of the EIP shares

Vesting conditions

Tranche 1: Time-based vesting

Tranche 2: Time-based vesting

Tranche 3: Vested after the expiry of the escrow period on 24 February 2023 and the following

conditions are met:

• 50% of EIP shares vest upon completion of any 30-day period after the escrow period has expired

where the VWAP exceeds $1.94

• 50% of EIP shares vest upon completion of any 30-day period after the escrow period has expired

where the VWAP exceeds $2.94

Vesting period

• Tranche 1: 100% vested as of 31 December 2024

• Tranche 2: 60% vested as of 31 December 2024. Another 20% vested on 1 January 2025 and the

remaining 20% will vest on 1 January 2026.

• Tranche 3: 100% vested as of 31 December 2024

During FY24, the hurdles relating to 1,000,000 (Tranche 1) and 600,000 (Tranche 2) of Dean Banks’ total EIP shares were met. EIP

entitlements for Stuart Hooper were fully vested as of 31 December 2023 and disclosed in Ventia's FY23 Remuneration Report.

Pictured: Ventia graduate presenting their work at our office in Cremorne, Vic

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6. Non-Executive Director fees
6.1 Committee fees

Non-Executive Directors receive a base fee for their contribution to the Board and an additional fee for participation in Board

Committees (excluding the Board Chair who does not receive any Committee fees). The Non-Executive Directors do not

participate in any incentive plans or receive any retirement benefits other than statutory superannuation contributions.

Non-Executive Director fees are reviewed annually by the People and Remuneration Committee having regard to companies

operating in similar industries to Ventia and are externally benchmarked every two years. The following table sets out Non-

Executive Director fees for FY24 (exclusive of superannuation). Non-Executive Director base fees for FY25 will increase by 3.9%.

No

change will be made to the Chairman's fees in FY25.

CommitteeChair $Member $

Board base fee350,000180,000

Audit, Risk and Compliance Committee35,00015,000

People and Remuneration Committee25,00015,000

Safety and Sustainability Committee25,00015,000

Business Development and Digital Committee25,00015,000

Nominations CommitteeNo feeNo fee

6.2 Non-Executive Director fee sacrifice plan

Non-Executive Directors may elect to sacrifice part or all of their base fee to acquire share rights to assist with meeting their

minimum shareholding requirements (see Section 4.5). On vesting and exercise of each share right, a participating Non-Executive

Director receives a fully paid ordinary share in Ventia which is subject to dealing restrictions for a period of time nominated by the

Non-Executive Director (between 3 to 15 years). The number of share rights to be issued is calculated by dividing the amount of

base fee that the Non-Executive Directors wishes to sacrifice by the VWAP of ordinary shares over the 5 trading day period ending

on the day before the grant date of the share rights. During FY24, no Non-Executive Directors elected to participate in the plan.

6.3 Maximum fee pool

The maximum fee pool limit is $2,000,000 per annum (exclusive of superannuation) as approved by shareholders at the time

of the Initial Public Offering. Total fees (exclusive of superannuation) paid to Directors for the year ended 31 December 2024

amounted to $1,568,451 (FY23: $1,437,702).

Pictured: Members of Ventia's team in Brisbane next to one of our hybrid vehicles as part of our transitioning fleet

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VENTIA ANNUAL REPORT 2024 |

7. Remuneration governance
7.1 Governance framework

The Board oversees the management of Ventia’s business and interacts with different bodies to ensure the appropriate

governance of the Company. Accordingly, the Board has created a framework for managing the Company, including

adopting relevant internal controls, risk management processes and corporate governance policies and practices that it

believes are appropriate for the Company’s business and that are designed to promote the responsible management and

conduct of the Company. Below is an overview of the governance framework:

Board

The Board is responsible for:

• approving Ventia’s Remuneration Framework

• ensuring that the quantum of remuneration for the Non-Executive Directors and the Executive Leadership Team is

competitive, fair and aligned with Ventia’s strategic objectives and long-term interests

• application of overarching discretion with respect to awards made under Ventia’s incentive plans.

People and Remuneration

Committee (PRC)

The objective of the Committee is to assist the Board

in the effective discharge of its responsibilities as they

relate to people and remuneration matters (other than

matters within the remit of the Safety and Sustainability

Committee). The PRC operates under its own charter and

its responsibilities include advising the Board on:

• remuneration framework and policies for the

Company's Non-Executive Directors and executives and

ensuring its alignment with Ventia’s strategy

• Executive Leadership Team succession and

talent development

• Executive Leadership Team terms of appointment

• remuneration outcomes for the Executive

Leadership Team.

External consultants

Where appropriate, the Board, PRC and management may consult

external remuneration advisors. When such external remuneration

advisors are selected, potential conflicts of interest are considered.

Advisors’ terms of engagement regulate their access to, and (where

required) set out their independence from, members of Ventia.

During FY24, Ventia did not receive any remuneration

recommendations as defined in section 9B of the

Corporations Act 2001.

Management

The role of management is to

support the Board with making

remuneration related decisions.

• Management provides the Board

with the relevant information

and analysis required to support

decision making, including

for remuneration-related

considerations.

Safety and Sustainability

Committee

Supports the PRC and advises the Board on:

• determining targets and reviewing

outcomes against the Safety and

Sustainability measures in Ventia’s

incentive plans.

Audit, Risk and Compliance

Committee

Supports the PRC and advises the Board on:

• risks and compliance matters affecting

remuneration outcomes

• reviewing financial outcomes which form the

basis for determining awards under Ventia’s

incentive plans.

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| G OVERNANCE – REMUNERATION REPORT

7.2 Securities Trading Policy
The Company’s Securities Trading Policy (and the law) prohibit employees from dealing in the Company’s securities while

in possession of material non-public information relevant to the entity. The policy also prohibits entry into transactions in

associated products that limit the economic risk of participating in unvested entitlements under equity-based remuneration

schemes. In addition, nominated employees, including KMP, are prohibited from dealing in the Company’s securities outside

prescribed trading periods.

7.3 Hedging provisions

Executives and Non-Executive Directors are prohibited from trading financial products while in possession of material non-public

information, and from hedging their exposure to vested or unvested Ventia equity.

Pictured: Ventia employee from our Rig & Well Services team at our workshop in Withcott, Qld

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VENTIA ANNUAL REPORT 2024 |

8. Additional statutory disclosures
8.1 Statutory remuneration outcomes for KMP

8.1.1 Statutory executive remuneration

The table below provides the statutory remuneration disclosures for Executive KMP in FY24 and FY23. Amounts are prepared in

accordance with Australian Accounting Standards.

Short-Term Benefits

Post-

Employ-

ment

BenefitsLong-Term Benefits

Executive

KMPYear

Salary

$

Awarded

Cash STI

$

Other

Cash

Bonus

$

Te r m -

ination

benefits

$

Non-

monetary

benefits

$

Annual

Leave

$

Super-

annuation

$

Equity

Awards

$

Long

Service

Leave

$

Tot a l

$

%

At

Risk

Dean Banks

FY241,371,334463,505––14,7967, 4 8128,6651,072,66518,6872,977,13351.6

FY231,323,654638,584––28,50523,57826,3461,249,9342,9423,293,54357.3

Mark Fleming

FY24682,392165,410––65817, 6 5 524,860101,095–992,07026.9

FY23–––––––––––

Stuart

Hooper

FY24113,226––386,301140(103,089)4,015108,522(18,74 8)490,36722.1

FY23773,654267,120––652(64,419)26,346269,82133,5081,306,68241.1

Tot a l

FY242,166,952628,915–386,30115,594(7 7, 9 5 3)57, 5 4 01,282,282(61)4,459,570

42.9

FY232,097,308905,704––29,157(40,841)52,6921,519,75536,4504,600,22552.7

8.1.2 Remuneration paid to Non-Executive Directors

The table below outlines the remuneration paid to Non-Executive Directors in FY24 and FY23:

Short-Term Benefits

Post-

Employment

Benefits

Year

Director

Fees

$

Non-Monetary

Benefits

$

Super-

annuation

$

To t a l

$

David Moffatt

FY243 97, 5 8 7–28,665426,252

FY23393,276–26,346419,622

Jeff Forbes

FY24247,587–27, 8 47275,434

FY23243,276–26,346269,622

Lynne Saint

FY24247,587–27, 8 47275,434

FY23243,276–26,346269,622

Sibylle Krieger

FY24236,595–26,613263,208

FY23233,937–25,148259,085

Anne Urlwin

FY24236,595–26,613263,208

FY23233,937–25,148259,085

Kevin Crowe

1,3

FY24––––

FY23––––

Damon Rees

2

FY24202,500–22,838225,338

FY2390,000–9,90099,900

To t a l

FY241,568,451–160,4231,7 28, 874

FY231,437,702–139,2341,576,936

1. Nominee directors of the former two major shareholders do not receive Board membership or Committee fees.

2. Damon Rees commenced his directorship on 1 July 2023.

3. Kevin Crowe ceased his role as director effective on 21 February 2024.

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8.2 Equity instruments: KMP ordinary shareholding
8.2.1 Holding of ordinary shares and other equity instrument in Ventia

The table below outlines the holding of ordinary shares and other equity instruments of KMP in FY24 and FY23:

FY24

NameType of Instruments

Balance at

start of year

Granted/

acquired

during year

11

Sold

during year

Exercised

during year

Cessation

as KMP

10

Balance at

end of year

Non-Executive

Directors

David MoffattOrdinary shares

1,2

9,962,179––––9,962,179

Jeff ForbesOrdinary shares

2

126,470––––126,470

Lynne SaintOrdinary shares

2

88,235––––88,235

Sibylle KriegerOrdinary shares105,882––––105,882

Anne UrlwinOrdinary shares106,955––––106,955

Kevin Crowe

3

Ordinary shares––––––

Damon Rees

12

Ordinary shares–40,000–––40,000

Executives

Dean BanksOrdinary shares

2,4

9,000,00073,180(1,500,000)––7,573,180

FY22 LTI - Share

appreciation rights

6

1,325,675––––1,325,675

FY22 STI - Share rights

7

138,785––(69,393)–69,392

FY23 LTI – Share

appreciation rights

8

–732,091–––732,091

FY23 STI – Share rights

9

–168,807–––168,807

Mark FlemingOrdinary shares–––––


Stuart HooperOrdinary shares

2,5

2,310,36330,612––(2,340,975)–

FY22 LTI - Share

appreciation rights

6

628,468–––(628,468)–

FY22 STI - share rights

7

58,054––(29,027)(29,027)–

FY23 LTI – Share

appreciation rights

8

347,066––(347,066)–

FY23 STI – Share rights

9

70,612––(70,612)–

To t a lOrdinary shares21,700,084143,792(1,500,000)–(2,340,975)18,002,901

FY22 LTI - Share

appreciation rights

1,954,143–––(628,468)1,325,675

FY22 STI - Share rights196,839––(98,420)(29,027)69,392

FY23 LTI – Share

appreciation rights

–1,079,157––(347,066)732,091

FY23 STI – Share rights–239,419––(70,612)168,807

1. David Moffatt’s fully vested EIP shares were converted to ordinary shares on completion of the IPO and were in escrow until February 2023 free from further vesting conditions.

2. Includes shares held indirectly through a nominee or agent (e.g. family trust).

3. On 21 February 2024, Kevin Crowe resigned from his position as NED. In FY24, the balance represents shareholding at the date of resignation.

4. Dean Banks’ EIP shares were converted to ordinary shares on completion of the IPO. As of 31 December 2024, 1,200,000 shares remained subject to vesting conditions.

600,000 shares vested on 1 January 2025 and 600,000 shares will vest on 1 January 2026.

5. Stuart Hooper’s EIP shares were converted to ordinary shares on completion of the IPO. As of 31 December 2023, the EIP shares have all vested.

6. The Share Appreciation Rights were granted in accordance with the FY22 LTI plan and vest in equal tranches on 31 December 2024, 31 December 2025 and 31 December 2026.

The fair values at date of grant per unit of each tranche were $0.47, $0.55 and $0.59 respectively. Participants will be entitled to receive dividend equivalents in additional

shares to the value of dividends that would have been received on shares delivered on vested SARs had those shares been held since the grant date of the SARs.

7. The share rights were granted in accordance with the FY22 STI plan. 50% of share rights vested on 31 December 2023. The remaining 50% vested on 31 December 2024

with allocation of shares with Board approval following the release of FY24 results. The fair value at the date of grant was $2.79 per unit. Participants will be entitled to

receive dividend equivalents in additional shares to the value of dividends that would have been received on Shares delivered on vested share rights had those shares

been held since the grant date of the share rights.

8. The Share Appreciation Rights were granted in accordance with the FY23 LTI plan and will vest in equal tranches on 31 December 2025, 31 December 2026 and

31 December 2027. The fair values at the date of grant per unit of each tranche were $0.50, $0.56 and $0.60 respectively. Participants will be entitled to receive dividend

equivalents in additional shares to the value of dividends that would have been received on Shares delivered on vested SARs had those shares been held since the grant

date of the SARs.

9. The share rights were granted in accordance with the FY23 STI plan. 50% of share rights vested on 31 December 2024 with the allocation of shares with Board approval

following release of FY24 results. The remaining 50% will vest on 31 December 2025 with the allocation of shares with Board approval following release of the FY25 results.

The fair value at the date of grant was $2.67 per unit. Participants will be entitled to receive dividend equivalents in additional shares to the value of dividends that would

have been received on Shares delivered on vested share rights had those shares been held since the grant date of the share rights.

10. Stuart Hooper exited the business on 28 March 2024.

11. Shares granted to Dean Banks and Stuart Hooper included shares granted for dividend equivalents upon exercise of FY22 STI. The numbers of shares granted as a

result of dividend equivalents for Dean Banks and Stuart Hooper were 3,787 and 1,585 respectively. The grant of FY23 LTI Share appreciation rights to Dean Banks was

approved at the Annual General Meeting of the Company held on 23 May 2023 and this approval was for all purposes, including ASX Listing Rule 10.14.

12. Damon Rees acquired his shares through on-market trade.

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VENTIA ANNUAL REPORT 2024 |

FY23
NameType of Instruments

Balance at

Start of Year

Acquired

on Market

Grant

during Year

Balance

at End of

Year

Non-Executive Directors

David MoffattOrdinary shares

1,2

9,962,179––9,962,179

Jeff ForbesOrdinary shares

2

126,470––126,470

Lynne SaintOrdinary shares

2

88,235––88,235

Sibylle KriegerOrdinary shares105,882––105,882

Anne UrlwinOrdinary shares106,955––106,955

Kevin Crowe

3

Ordinary shares––––

Damon ReesOrdinary shares––––

Executives

Dean BanksOrdinary shares

2,4

9,000,000––9,000,000

FY22 LTI – Share appreciation rights

6

––1,325,6751,325,675

FY22 STI – Share rights

7

––138,785138,785

Stuart HooperOrdinary shares

2,5

2,310,363––2,310,363

FY22 LTI – Share appreciation rights

6

––628,468628,468

FY22 STI – share rights

7

––58,05458,054

To t a lOrdinary shares21,700,084––21,700,084

FY22 LTI – Share appreciation rights––1,954,1431,954,143

FY22 STI – Share rights––196,839196,839

1. David Moffatt’s fully vested EIP shares were converted to ordinary shares on completion of the IPO and were in escrow until February 2023 free from further

vesting conditions.

2. Includes shares held indirectly through a nominee or agent (e.g. family trust).

3. On 21 February 2024, Kevin Crowe resigned from his position as NED. In FY24, the balance represents shareholding at the date of resignation.

4. Dean Banks’ EIP shares were converted to ordinary shares on completion of the IPO. As of 31 December 2024, 1,200,000 shares remained subject to vesting conditions.

600,000 shares vested on 1 January 2025 and 600,000 shares will vest on 1 January 2026.

5. Stuart Hooper’s EIP shares were converted to ordinary shares on completion of the IPO. On 31 December 2023, the EIP shares had all vested.

6. The Share Appreciation Rights were granted in accordance with the FY22 LTI plan and vest in equal tranches on 31 December 2024, 31 December 2025 and

31 December 2026. The fair value at date of grant per unit of each tranche was $0.47, $0.55 and $0.59 respectively. Participants will be entitled to receive dividend

equivalents in additional shares to the value of dividends that would have been received on Shares delivered on vested SARs had those shares been held since the grant

date of the SARs.

7. The share rights were granted in accordance with the FY22 STI plan. 50% of share rights vested on 31 December 2023. The remaining 50% vested on 31 December 2024

with allocation of shares with Board approval following the release of FY24 results. The fair value at the date of grant was $2.79 per unit. Participants will be entitled to

receive dividend equivalents in additional shares to the value of dividends that would have been received on Shares delivered on vested share rights had those shares

been held since the grant date of the share rights.

118

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Auditor’s Independence Declaration
119

VENTIA ANNUAL REPORT 2024 |

Pictured: Members of our integrated facilities management team on site at a housing contract, NSW
120

| FINANCIAL REPORT

Financial

report

for the year ended 31 December 2024

Contents
Consolidated Financial Statements

Consolidated Statement of Profit or Loss

and Other Comprehensive Income 122

Consolidated Statement of Financial Position 123

Consolidated Statement of Changes in Equity 124

Consolidated Statement of Cash Flows 125

Notes to the Consolidated Financial Statements 126

Consolidated Entity Disclosure Statement 166

Directors’ Declaration 168

Independent Auditor’s Report 169

Notes to the Consolidated Financial Statements 126

1.Basis of preparation126

1.1 Basis of preparation 126

1.2 Material accounting policies 126

1.3 Key estimates and judgements 127

2.Group performance128

2.1 Revenue 128

2.2 Expenses 130

2.3 Segment disclosures 130

2.4 Finance costs 132

2.5 Employee benefit expense 133

3.Assets and liabilities 133

3.1 Trade and other receivables and contract assets 133

3.2 Leases 134

3.3 Property, plant and equipment 136

3.4 Intangible assets 137

3.5 Goodwill 138

3.6 Impairment of non-financial assets 138

3.7 Income tax 139

3.8 Trade and other payables and contract liabilities 141

3.9 Employee benefit liabilities 142

3.10 Provisions 142

4.Capital structure, financing and risk management 144

4.1 Earnings per share 144

4.2 Dividends 144

4.3 Share capital 145

4.4 Reserves 145

4.5 Cash and cash equivalents 149

4.6 Borrowings 150

4.7 Financial risk management 151

4.8 Commitments for capital expenditure 155

4.9 Receivable finance arrangements 155

5.Group structure156

5.1 Business combinations 156

5.2 Equity accounted investments 157

5.3 Joint operations 158

5.4 Subsidiaries 159

5.5 Parent entity information 162

5.6 Related parties 163

6.Other 164

6.1 Contingent liabilities 164

6.2 Auditors’ remuneration 165

6.3 Events after the reporting period 165

121

VENTIA ANNUAL REPORT 2024 |

Consolidated Statement of Profit or Loss
and Other Comprehensive Income

for the year ended 31 December 2024

Note

2024

$’m

2023

$’m

Revenue2.16,105.55,676.4

Expenses2.2(5,609.3)(5,214.8)

Share of profits of joint ventures5.23.13.6

Earnings before interest, income tax, depreciation and amortisation499.3465.2

Depreciation expense3.2, 3.3(105.6)(106.6)

Amortisation expense3.4(33.0)(39.1)

Earnings before interest and income tax360.7319.5

Finance costs2.4(58.8)(55.6)

Interest income11.16.2

Profit before income tax313.0270.1

Income tax expense3.7(92.8)(80.3)

Profit after income tax220.2189.8

Earnings per share (cents)

Basic earnings per share4.125.7422.19

Diluted earnings per share4.125.4822.01

Other comprehensive income

Items that may be reclassified to profit or loss:

Foreign exchange translation differences4.4(3.5)(0.5)

Cash flow hedges:

– G ains/(losses) arising on change in the fair value of hedging instruments4.42.9(2.0)

– C umulative gains reclassified to profit or loss4.4(6.7)(4.5)

– I ncome tax effect of items above4.41.22.0

Total cash flow hedges(2.6)(4.5)

Other comprehensive loss(6.1)(5.0)

Total comprehensive income214.1 184.8

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the

accompanying Notes to the Consolidated Financial Statements.

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| FINANCIAL REPORT

Consolidated Statement of Financial Position
as at 31 December 2024

Note

31 December

2024

$’m

31 December

2023

$’m

Current assets

Cash and cash equivalents4.5392.8338.7

Trade and other receivables3.1351.6371.6

Contract assets3.1519.1529.7

Inventories45.646.8

Current tax assets3.7–11.1

Derivative assets4.70.55.5

Total current assets1,309.61,303.4

Non-current assets

Trade and other receivables3.118.815.0

Equity accounted investments5.29.28.4

Deferred tax assets3.7179.8192.2

Right-of-use assets3.2134.0124.4

Property, plant and equipment3.3157.5142.3

Intangible assets3.433.252.8

Goodwill3.51,099.71,095.1

Total non-current assets1,632.21,630.2

To t a l a s s e t s2,941.82,933.6

Current liabilities

Trade and other payables3.8595.3658.8

Contract liabilities3.8351.2347.0

Employee benefit liabilities3.9162.4155.0

Provisions3.1044.330.3

Lease liabilities3.24 6.746.2

Current tax liabilities3.712.91.9

Total current liabilities1,212.81,239.2

Non-current liabilities

Trade and other payables3.82.8–

Contract liabilities3.862.065.8

Employee benefit liabilities3.975.976.9

Provisions3.10115.1145.7

Derivative liabilities4.71.52.7

Lease liabilities3.297.187.3

Borrowings4.6743.7745.8

Total non-current liabilities1,098.11,124.2

Total liabilities2,310.92,363.4

Net assets630.9

570.2

Equity

Share capital4.3374.5374.5

Reserves4.4(38.0)(35.9)

Retained earnings294.4231.6

Total equity630.9570.2

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes to the

Consolidated Financial Statements.

123

VENTIA ANNUAL REPORT 2024 |

Consolidated Statement of Changes in Equity
for the year ended 31 December 2024

2024Note

Share

Capital

$’m

Reserves

$’m

Retained

Earnings

$’m

To t a l

$’m

Balance at 1 January 2024374. 5(35.9)231.6570.2

Total comprehensive income

Profit after income tax––220.2220.2

Other comprehensive loss–(6.1)–(6.1)

Total comprehensive income–(6.1)220.2214.1

Transactions with owners

Dividends paid4.2––(158.6)(158.6)

Share-based payments4.4–4.01.25.2

Total transactions with owners–4.0(1 57. 4)(153.4)

Balance at 31 December 2024374. 5(38.0)294.4630.9

2023Note

Share

Capital

$’m

Reserves

$’m

Retained

Earnings

$’m

To t a l

$’m

Balance at 1 January 2023374. 5(35.0)181.4520.9

Total comprehensive income

Profit after income tax––189.8189.8

Other comprehensive loss–(5.0)–(5.0)

Total comprehensive income–(5.0)189.8184.8

Transactions with owners

Dividends paid4.2––(139.9)(139.9)

Share-based payments4.4–4.10.34.4

Total transactions with owners–4.1(139.6)(135.5)

Balance at 31 December 2023374. 5(35.9)231.6570.2

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes to the

Consolidated Financial Statements.

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| FINANCIAL REPORT

Consolidated Statement of Cash Flows
for the year ended 31 December 2024

Note

2024

$’m

2023

$’m

Cash flows from operating activities

Receipts from customers6,769.76,309.0

Payments to suppliers and employees(6,315.8)(5,897.1)

Dividends received from joint ventures2.31.0

Operating cash flow before interest and tax456.2412.9

Interest received11.16.2

Payments for the interest component of lease liabilities3.2.2(7.1)(6.7)

Interest and other costs of finance paid(45.0)(48.3)

Income tax paid(59.0)(58.2)

Net cash generated from operating activities4.5.2356.2305.9

Cash flows from investing activities

Payments for business combination, net of cash acquired5.1(11.9)–

Proceeds from sale of property, plant and equipment1.66.2

Payments for acquisition of intangible assets(13.4)(10.9)

Payments for acquisition of property, plant and equipment(55.6)(40.0)

Net cash used in investing activities(79.3)(4 4.7)

Cash flows from financing activities

Repayments of principal component of lease liabilities3.2.2(59.0)(62.2)

Dividends paid4.2(158.6)(139.9)

Transaction costs paid for refinancing4.6.2(4.8)-

Net cash used in financing activities(222.4)(202.1)

Net increase in cash and cash equivalents54.559.1

Cash and cash equivalents at start of year338.7280.0

Effect of movements in exchange rates on cash and cash equivalents(0.4)(0.4)

Cash and cash equivalents at end of year4.5392.8338.7

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes to the

Consolidated Financial Statements.

125

VENTIA ANNUAL REPORT 2024 |

Notes to the Consolidated Financial Statements
for the year ended 31 December 2024

1. Basis of preparation

1.1 Basis of preparation

Ventia Services Group Limited (Company) is a for-profit company limited by shares, incorporated and domiciled in Australia.

The address of the Company’s registered office and principal place of business is:

Level 8, 80 Pacific Highway

North Sydney

NSW 2060, Australia.

The Consolidated Financial Statements as at and for the year ended 31 December 2024 comprise the Company and its subsidiaries

(together referred to as the Group and individually as Group entities).

The Consolidated Financial Statements were authorised for issue by the Board of Directors on 18 February 2025. The Consolidated

Financial Statements were prepared on the going concern basis of accounting.

The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument

2016/191, dated 24 March 2016, and in accordance with that Instrument, amounts in the Directors’ Report and the Consolidated

Financial Statements are rounded off to the nearest whole number of millions of dollars and one place of decimals representing

hundreds of thousands of dollars, unless otherwise indicated.

The Consolidated Financial Statements have been prepared on the historical cost basis except for derivative financial instruments

and contingent consideration, which are measured at fair value.

The Consolidated Financial Statements are presented in Australian dollars.

The accounting policies have been applied consistently to all periods presented in the Consolidated Financial Statements.

The Consolidated Financial Statements are general purpose financial statements that have been prepared in accordance with the

Corporations Act 2001, and Australian Accounting Standards and Interpretations.

Compliance with Australian Accounting Standards ensures that the Financial Report complies with International Financial

Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Consequently, this Financial Report

has been prepared in accordance with and complies with IFRS as issued by the IASB.

1.2 Material accounting policies

1.2.1 Basis of consolidation

The Consolidated Financial Statements incorporate the assets, liabilities, and results of all subsidiaries as at and for the year

ended 31 December 2024. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or

has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power

over the entity.

Results of controlled entities are included in the Consolidated Statement of Profit or Loss from the date control is obtained and

excluded from the date the entity is no longer controlled. Intragroup balances and transactions, and any unrealised gains or losses

arising from intragroup transactions, are eliminated in preparing the Consolidated Financial Statements.

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| FINANCIAL REPORT

1.2.2 Currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary

economic environment in which the entity operates (functional currency). The Consolidated Financial Statements are presented

in Australian dollars (AUD), which is the Company’s functional currency.

1.2.3 New and revised standards adopted by the Group

The Group has applied new and revised accounting standards and amendments that are mandatorily effective for an

accounting period that begins on or after 1 January 2024, as follows:

• AASB 2022-5 Amendments to Australian Accounting Standards – Lease Liability in a Sale and Leaseback;

• AASB 2020-1, AASB 2020-6 and AASB 2022-6 Amendments to Australian Accounting Standards – Non-current Liabilities

with Covenants; and

• AASB 2023-1 Amendments to Australian Accounting Standards – Supplier Finance Arrangements

These new and amended standards have not had any material impact on the disclosures or on the amounts recognised

in the Consolidated Financial Statements.

1.2.4 New and revised standards in issue but not yet effective

Below is a list of the new and revised standards in issue but not yet effective that are applicable to the Group.

• AASB S2 Climate-related Disclosure; and

• AASB 18 Presentation and Disclosures in Financial Statements.

These new and revised standards have not yet been adopted by the Group. The application of these may have an impact

on the Group’s Consolidated Financial Statements in future periods.

1.2.5 Other accounting policies

Material and other accounting policies that summarise the measurement basis used and are relevant to the understanding

of the Consolidated Financial Statements are provided throughout the notes.

1.3 Key estimates and judgements

In the application of the Company’s accounting policies, which are described below, the Directors of the Company are required

to make estimates and judgements about the carrying amounts of assets and liabilities that are not readily apparent from

other sources. Estimates and judgements are continually evaluated and are based on historical experience and other factors,

including expectation of future events that may have a financial impact on the Group and are believed to be reasonable under

the circumstances. Actual results may differ from these estimates. Revisions to estimates are recognised in the year in which the

estimate is revised and in any future year affected.

Estimates and judgements made in the application of accounting standards that could have a significant effect on the

Consolidated Financial Statements with a risk of adjustment in the next year are as follows:

• Revenue recognition (Note 2.1);

• Impairment of non-financial assets (Note 3.6); and

• Provisions and contingent liabilities (Note 3.10 and Note 6.1).

127

VENTIA ANNUAL REPORT 2024 |

2. Group performance
2.1 Revenue

Disaggregation of revenue by contract profiles

2024

$’m

2023

$’m

Schedule of Rates4,346.84,159.9

Cost Reimbursable1,229.31,056.3

Fixed Price529.4460.2

Total revenue6,105.55,676.4

Revenue of $347.0 million (2023: $283.9 million) recognised in 2024 was included in the contract liabilities balance as at the

beginning of the year.

Material accounting policies

Recognition and measurement

Revenue earned from the provision of services to entities outside the Group is presented net of the amount of GST.

The Group provides operations and maintenance services, soft and hard facilities management, environmental services,

minor capital works and other solutions.

In general, the revenue is recognised in the profit or loss as the services are provided, when the customer simultaneously

receives and consumes the benefits provided by the entity’s performance of the service, as the entity performs.

The Group enters into client contracts with relatively long-term durations under various contract profiles, including

Schedule of Rates, Cost Reimbursable and Fixed Price. These contract profiles are defined as:

Contract ProfileContract Profile Description

Schedule of Rates Contracts that predominantly have a combination of:

1) u nit pricing; and

2) v ariable volume of works typically based on work activities or number of client assets maintained.

Overheads are often paid as a fixed monthly component of the fee.

Contracts for the delivery of recurring services where the fees chargeable to the client are subject

to an annual price escalation and/or where the fees chargeable are subject to a volume adjustment

mechanism are classified as Schedule of Rates.

Cost ReimbursableContracts that are predominantly structured to pass the actual costs through to the client plus

a margin.

Fixed PriceContracts that predominantly have a fixed price (subject to variations) for an agreed outcome,

meaning that the Group is paid for a proportion of works as they are performed, where the overall

price is fixed and is not affected by the cost of delivery.

Progress payments by the client are made either monthly or as a lump sum once a completion

milestone has been reached.

With respect to the method for recognising revenue over time (i.e. the method for measuring progress towards complete

satisfaction of a performance obligation), the Group has established certain criteria that are applied consistently for similar

performance obligations:

• The majority of the Group’s contracts are contracts with a Schedule of Rates profile where benefit is transferred to the

customer as the services are delivered. Therefore, in most cases, revenue will be recognised using an output method with

revenue linked to the deliverables provided to the customer;

• In Fixed Price contracts that provide highly interrelated goods or services to produce a combined output, the applicable

output method is that of surveys of performance completed to date (or measured units of production). Under this method,

the revenue recognised represents the amount of work performed, valued at unitary prices;

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Material accounting policies continued
Recognition and measurement continued

• For contracts with a Cost Reimbursable profile, revenue will be recognised when the underlying costs are incurred; and

• Only in those contracts that are not for routine or recurring services, and where the unit price of the goods and services to

be performed cannot be determined, the percentage of completion measured in terms of the costs incurred (input method)

is used to recognise revenue.

Variable consideration

It is common for contracts to include performance bonuses or penalties assessed against the timeliness or cost effectiveness

of work completed or other performance-related key performance indicators. Where consideration in respect of a contract is

variable, the expected value of revenue is only recognised when it is highly probable that a significant reversal of revenue will

not occur.

Contract modification

When a modification to an existing contract is approved, the Group first assesses whether it adds distinct goods or services

to the existing contract that are priced commensurate with the stand-alone selling prices for those goods or services. If this

is the case, then the modification is accounted for prospectively as a separate contract. If the pricing is not commensurate

with the stand-alone selling prices for the goods or services and the new goods or services are not distinct from those in the

original contract, then this is considered to form part of the original contract. Pricing is updated for the entirety of the revised

contract and any historic adjustments recorded as a result are recognised as a cumulative catch-up in profit or loss. If the

pricing is not commensurate with the stand-alone selling prices for the goods or services and the new goods or services are

distinct from those in the original contract, then this is considered to represent the termination of the original contract and

the creation of a new contract, which is accounted for prospectively from the date of modification.

Principal versus agent considerations

For contracts where a third party (for example, a subcontractor) is involved in providing services, the Group determines

whether it is acting as a principal or an agent. The Group acts as a principal if it controls the specified good or service before

that service is transferred to a customer.

Contract fulfilment costs

Costs incurred prior to the commencement of a contract may arise due to mobilisation/site set-up costs, feasibility studies,

environmental impact studies and preliminary design activities as these are costs incurred to fulfil a contract. Where these

costs are expected to be recovered, they are capitalised and amortised over the course of the contract consistent with the

transfer of service and asset to the customer. Where the costs, or a portion of these costs, are reimbursed by the customer,

the amount received is recognised as contract liabilities and allocated to the performance obligations within the contract and

recognised as revenue over the course of the contract.

Significant financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to

the customer and timing of payment represents a significant financing component. Therefore, the Group does not adjust any

of the transaction prices for the time value of money.

Onerous contracts

Provisions for onerous contracts are recognised when the unavoidable costs of meeting the obligations under the contract

exceed the economic benefits expected to be received under it. The onerous contracts provision is discounted using a pre-tax

rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Key estimates and judgements

Significant judgement is required in estimating the variable consideration, which is only recognised to the extent it is highly

probable that a significant revenue reversal will not occur. The Group assesses these requirements on a periodic basis

when estimating the variable consideration to be included in the transaction price. The estimate is based on all available

information, including historic performance.

129

VENTIA ANNUAL REPORT 2024 |

2.2 Expenses
2024

$’m

2023

$’m

Employee benefits (Note 2.5)2,050.72,064.2

Subcontractors2,886.52,560.6

Materials4 47. 0425.3

Other225.1164.7

Total expenses excluding interest, tax, depreciation and amortisation5,609.35,214.8

2.3 Segment disclosures

2.3.1 Operating segment reporting

Operating segments have been identified based on separate financial information that is regularly reviewed by the Group Chief

Executive Officer, who is also the chief operating decision maker (CODM). The identification of operating segments is based on

the nature of services provided. The Group operates in the following operating segments, which are equivalent to its reportable

segments under AASB 8 Operating Segments:

Operating SegmentsSegment Description

Defence and Social InfrastructureProvides maintenance and support services to public and private customers operating across

defence, social infrastructure (education, health and state government), housing and community,

local government and critical infrastructure.

Infrastructure Ser vicesSupports the ongoing operation and maintenance of infrastructure, including utilities

(energy networks, renewables assets and water), resources and industrial assets (mining and

manufacturing) and resources development. The segment also provides complex and large-scale

environmental remediation and rehabilitation services.

TelecommunicationsProvides end-to-end service capabilities spanning design, supply, construction, installation,

commissioning and maintenance of fibre optic, mobile and critical telecommunications networks

and infrastructure.

Tr a n s p o r tProvides maintenance, project delivery and technology solutions to owners and operators of

motorways and tunnels, road networks, rail, ports, airports, and public transport systems across

Australia and New Zealand.

The revenue and EBITDA of each segment form the primary basis of all management reporting to the CODM.

2024

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Te l e -

communications

$’m

Tr a n s p o r t

$’m

To t a l

$’m

Segment revenue2,579.41,316.71,577.0632.46,105.5

Segment EBITDA180.6109.9199.646.3536.4

2023

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Te l e -

communications

$’m

Tr a n s p o r t

$’m

To t a l

$’m

Segment revenue2,357.71,306.11,375.8636.85,676.4

Segment EBITDA160.4115.6173.145.1494.2

130

| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Reconciliation of segment EBITDA to profit after income tax
2024

$’m

2023

$’m

Segment EBITDA536.4494.2

Depreciation(105.6)(106.6)

Corporate costs, including amortisation of computer software(59.2)(50.7)

EBIT before amortisation of acquired intangible assets371.6336.9

Amortisation of acquired intangible assets

1

(10.9)(17.4)

Earnings before interest and income tax360.7319.5

Finance costs(58.8)(55.6)

Interest income11.16.2

Profit before income tax313.0270.1

Income tax expense(92.8)(80.3)

Profit after income tax220.2189.8

1. Amortisation of acquired intangible assets relating to customer contracts and relationships acquired as part of the acquisitions of BRS Holdco Pty Ltd (Broadspectrum)

and Kordia Solutions Pty Ltd.

Other segment information

31 December 2024

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Te l e -

communications

$’m

Tr a n s p o r t

$’m

Corporate

$’m

To t a l

$’m

Segment assets573.6778.6815.7182.2591.72,941.8

Segment liabilities311.3271.3415.82 97.71,014.82,310.9

31 December 2023

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Te l e -

communications

$’m

Tr a n s p o r t

$’m

Corporate

$’m

To t a l

$’m

Segment assets596.0779.0854.3192.8511.52,933.6

Segment liabilities337.9247.3483.6312.4982.22,363.4

2024

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Te l e -

communications

$’m

Tr a n s p o r t

$’m

Corporate

$’m

To t a l

$’m

Depreciation

expense

14.350.912.612.115.7105.6

Amortisation

expense

1.4–––31.633.0

Share of profits of

joint ventures

–0.8–1.60.73.1

2023

Defence

and Social

Infrastructure

$’m

Infrastructure

Services

$’m

Te l e -

communications

$’m

Tr a n s p o r t

$’m

Corporate

$’m

To t a l

$’m

Depreciation

expense

15.343.012.811.124.4106.6

Amortisation

expense

0.40.10.4–38.239.1

Share of profits of

joint ventures

–0.1–2.01.53.6

131

VENTIA ANNUAL REPORT 2024 |

132
| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Major customers

In 2024 and 2023, only one customer in the Defence and Social Infrastructure segment contributed more than 10% of the Group’s

total revenue.

2.3.2 Geographical information

The table below provides information on the geographical location of revenue and non-current assets. Total revenue is allocated

to a geography based on the location in which the sales originated. Non-current assets are allocated based on the location of the

operation to which they relate.

AustraliaNew ZealandTo t a l

2024

$’m

2023

$’m

2024

$’m

2023

$’m

2024

$’m

2023

$’m

Revenue5,558.65,137.9546.9538.56,105.55,676.4

Total non-current assets1,530.71,550.1101.580.11,632.21,630.2

Material accounting policies

Segment revenues and expenses are those that are directly attributable to a segment and the relevant portion that can be

allocated to the segment on a reasonable basis. The types of activities from which segments derive revenue are described

above. The accounting policies used in the Group in reporting segments internally are the same as those contained in the

Consolidated Financial Statements and are consistent with those of the prior period. Given revenue within each segment is

derived from rendering of similar services, no further split of revenue by products or service is reported.

Performance is measured on segment EBITDA (earnings before interest, income tax, depreciation and amortisation).

The segment EBITDA includes the allocation of overhead that can be directly attributable to an individual business segment.

The following items are not allocated to segments as they are not considered part of the core operations of any segment:

• Corporate costs;

• Depreciation and amortisation;

• Interest income;

• Finance costs; and

• Income tax.

Segment assets and liabilities include tangible assets, intangible assets and working capital employed by the segments.

Corporate assets and liabilities represent centrally managed assets and liabilities, such as tangible assets and intangible

assets of head office, income tax balances and borrowings.

2.4 Finance costs

2024

$’m

2023

$’m

Interest paid and payable on bank facilities41.037.8

Amortisation of capitalised borrowing costs2.72.4

Bank guarantee costs and commitment fees8.08.7

Interest paid and payable on lease liabilities7.16.7

Total finance costs58.855.6

133
VENTIA ANNUAL REPORT 2024 |

2.5 Employee benefit expense

2024

$’m

2023

$’m

Short-term employee benefits1,879.61,914.6

Post-employment benefits156.4138.2

Share-based payments5.24.4

Termination benefits9.57. 0

Total employee benefit expense2,050.72,064.2

3. Assets and liabilities

3.1 Trade and other receivables and contract assets

2024

$’m

2023

$’m

Current

Trade receivables, net of expected credit losses296.3312.2

Prepayments and other receivables50.153.6

Amounts receivable from related parties (Note 5.6)5.25.8

Total current trade and other receivables351.6371.6

Non-current

Prepayments and other receivables13.96.7

Amounts receivable from related parties (Note 5.6)4.98.3

Total non-current trade and other receivables18.815.0

Total trade and other receivables370.4386.6

2024

$’m

2023

$’m

Current

Contract assets519.1529.7

Total contract assets519.1529.7

Material accounting policies

Trade and other receivables and contract assets

Trade receivables represent the invoiced value of receivables from services and other contracting services.

Other receivables generally arise from transactions other than the provision of services and include amounts in respect of

sales of assets and GST receivable.

Contract assets are balances due from customers under contracts as work is performed and therefore a contract asset is

recognised over the period in which the performance obligation is fulfilled. This represents the entity’s right to consideration

for the services transferred to date. Amounts are transferred to trade receivables when these have been certified or invoiced

to a customer.

The Group assesses on a forward-looking basis any expected credit losses associated with its trade receivables and contract

assets. Given the customer base of the Group mainly comprises government agencies and corporations, the Group’s exposure

to credit losses to date has been negligible.

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.2 Leases

3.2.1 Right-of-use assets

2024

Property

$’m

Plant and

Equipment

$’m

Motor

Vehicles

$’m

To t a l

$’m

Cost111.213.996.1221.2

Less: Accumulated depreciation(41.0)( 7. 2)(39.0)(87. 2)

Carrying amount at end of year70.26.757. 1134.0

Movement:

Carrying amount at start of year67.510.446.5124.4

Additions27. 24.641.373.1

Disposals(0.3)(2.9)(0.7)(3.9)

Depreciation(23.9)(5.4)(29.7)(59.0)

Effect of exchange rates(0.3)-(0.3)(0.6)

Carrying amount at end of year70.26.757. 1134.0

2023

Property

$’m

Plant and

Equipment

$’m

Motor

Vehicles

$’m

To t a l

$’m

Cost103.625.1107.6236.3

Less: Accumulated depreciation(36.1)(14.7)(61.1)(111.9)

Carrying amount at end of year6 7. 510.446.5124.4

Movement:

Carrying amount at start of year56.810.856.9124.5

Additions34.85.824.16 4.7

Disposals–(0.4)(2.0)(2.4)

Depreciation(24.1)(5.8)(32.3)(62.2)

Effect of exchange rates––(0.2)(0.2)

Carrying amount at end of year6 7. 510.446.5124.4

3.2.2 Lease liabilities

2024

$’m

2023

$’m

Movement:

Carrying amount at start of year133.5132.5

Additions73.164.1

Disposals(3.8)(0.9)

Interest expense7.16.7

Payments for the interest component of lease liabilities(7.1)(6.7)

Repayments of principal component of lease liabilities(59.0)(62.2)

Carrying amount at end of year143.8133.5

Current4 6.746.2

Non-current97.187.3

Carrying amount at end of year143.8133.5

135
VENTIA ANNUAL REPORT 2024 |

The maturity analysis on undiscounted cashflow of lease liabilities is set out below:

2024

$’m

2023

$’m

Within one year54.654.1

One to two years44.538.0

Two to five years60.461.9

Over five years5.98.9

To t a l165.4162.9

At the end of the reporting period, the weighted average lease expiry for the portfolio of leases were:

Weighted Average Lease Expiry

1

2024

Years

2023

Years

Property3.44.1

Plant and equipment2.52.2

Motor vehicles2.22.1

1. Represents the weighted average number of years from the end of the reporting period to the end of the reasonably certain lease term.

3.2.3 Other amounts recognised in the Consolidated Statement of Profit or Loss

2024

$’m

2023

$’m

Interest paid and payable on lease liabilities (included in finance costs)7.16.7

Expense relating to short-term leases, service components of leases, and variable payments15.211.7

3.2.4 Amounts recognised in the Consolidated Statement of Cash Flows

2024

$’m

2023

$’m

Payments for short-term leases, service components of leases, and variable payments (included in

payments to suppliers and employees)

(15.2)(11.7)

Payments for the interest component of lease liabilities(7.1)(6.7)

Repayments of principal component of lease liabilities(59.0)(62.2)

Total cash outflow for leases(81.3)(80.6)

Material accounting policies

Lease liabilities are initially measured at the present value of lease payments that are not paid at the commencement date,

discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental

borrowing rate.

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.3 Property, plant and equipment

2024

Leasehold

Improvements

$’m

Plant and

Equipment

$’m

Motor

Vehicles

$’m

To t a l

$’m

Cost26.2246.044.9317.1

Less: Accumulated depreciation(12.7)(124.3)(22.6)(159.6)

Carrying amount at end of year13.5121.722.31 57. 5

Movement:

Carrying amount at start of year7.4114.920.0142.3

Recognition on business combination (Note 5.1)-3.34.9 8.2

Additions10.839.05.855.6

Disposals-(0.3)(1.0)(1.3)

Depreciation(4.7)(34.7)( 7. 2)(46.6)

Effect of exchange rates-(0.5)(0.2)(0.7)

Carrying amount at end of year13.5121.722.31 57. 5

2023

Leasehold

Improvements

$’m

Plant and

Equipment

$’m

Motor

Vehicles

$’m

To t a l

$’m

Cost16.0202.238.7256.9

Less: Accumulated depreciation(8.6)(87.3)(18.7)(114.6)

Carrying amount at end of year7. 4114.920.0142.3

Movement:

Carrying amount at start of year5.4134.517.0156.9

Additions1.228.39.338.8

Transfer

1

4.4(11.2)1.3(5.5)

Disposals–(0.6)(2.8)(3.4)

Depreciation(3.6)(36.0)(4.8)(44.4)

Effect of exchange rates–(0.1)–(0.1)

Carrying amount at end of year7. 4114.920.0142.3

1. Represents net transfer of $5.5 million to intangible assets to better reflect the nature of the underlying assets.

Material accounting policies

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment.

Depreciation

Depreciation is calculated so as to write off the cost of property, plant and equipment over their estimated effective useful

lives for the current and comparative reporting years as follows:

• Leasehold improvements: straight-line method — shorter of the lease term and 40 years;

• Plant and equipment: straight-line method — up to 15 years; and

• Motor vehicles: straight-line method — up to 10 years.

137
VENTIA ANNUAL REPORT 2024 |

3.4 Intangible assets

2024

Customer Contracts

and Relationships

$’m

Software and System

Development

$’m

To t a l

$’m

Cost72.0109.4181.4

Less: Accumulated amortisation(6 8.7)(79.5)(148.2)

Carrying amount at end of year3.329.933.2

Movement:

Carrying amount at start of year14.238.652.8

Additions–13.413.4

Amortisation(10.9)(22.1)(33.0)

Carrying amount at end of year3.329.933.2

2023

Customer Contracts

and Relationships

$’m

Software and System

Development

$’m

To t a l

$’m

Cost81.395.9177.2

Less: Accumulated amortisation(67.1)(57.3)(124.4)

Carrying amount at end of year14.238.652.8

Movement:

Carrying amount at start of year31.646.07 7. 6

Additions–8.88.8

Transfer

1

–5.55.5

Amortisation(17.4)(21.7)(39.1)

Carrying amount at end of year14.238.652.8

1. Represents net transfer of $5.5 million from property, plant and equipment to better reflect the nature of the underlying assets.

Material accounting policies

Customer contracts and relationships

Customer contracts and relationships were acquired as part of a business combination. Customer contracts and relationships

are carried at their fair value at the date of acquisition less accumulated amortisation and any impairment losses. Customer

contracts are amortised on the straight-line basis over the remaining contract term. Customer relationships are amortised

over a period of up to five years on the straight-line basis.

Software and system development

Software and system development costs consist of costs incurred in developing systems, costs incurred in acquiring software

and licences that will provide future economic benefits. These assets are carried at cost less accumulated amortisation and

amortised over a period of up to five years on the straight-line basis.

Impairment

Intangible assets are tested for impairment in accordance with the policy for impairment of non-financial assets disclosed

in Note 3.6.

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.5 Goodwill

3.5.1 Carrying amounts of, and movement in, goodwill

2024

$’m

2023

$’m

Movement:

Carrying amount at start of year1,095.11,095.4

Recognised on a business combination (Note 5.1)5.5–

Effect of exchange rates(0.9)(0.3)

Carrying amount at end of year1,099.71,095.1

3.5.2 Allocation of goodwill to cash-generating units

2024

$’m

2023

$’m

Defence and Social Infrastructure256.6251.3

Infrastructure Ser vices362.4362.7

Telecommunications426.2426.6

Tr a n s p o r t54.554.5

Total goodwill1,099.71,095.1

Material accounting policies

Goodwill is tested for impairment in accordance with the policy for impairment of non-financial assets disclosed in Note 3.6.

3.6 Impairment of non-financial assets

Goodwill has been allocated to groups of cash-generating units (CGUs) represented by the Group’s operating segments for the

purpose of impairment testing.

The recoverable amounts of all CGUs are based on value in use (VIU) calculations. In assessing VIU, the estimated future cash flows

are discounted to their present value using discount rates, which use current assessment of the time value of money and the risks

specific to the CGU.

No impairment has been identified for any of the CGUs.

139
VENTIA ANNUAL REPORT 2024 |

Key estimates and judgements

Key assumptions used in determining the recoverable amount of assets include expected future cash flows, long-term growth

rates, and discount rates.

The VIU calculation is based on a five-year future cash flows forecast developed from the Group’s most recent Board-

approved business plan. For terminal value calculation, the Group assumes a long-term growth rate of 2.5% per annum, which

reflects the organic growth expectations of the industry.

The key assumptions used in determining recoverable amounts are set out below:

31 December 202431 December 2023

EBITDA

Growth1

Long-term

Growth Rate

Pre-tax

Discount Rate

EBITDA

Growth

1

Long-term

Growth Rate

Pre-tax

Discount Rate

Defence and Social Infrastructure7.2%2.5%13.0%7.0%2.5%12.9%

Infrastructure Ser vices8.5%2.5%12.9%6.7%2.5%12.8%

Telecommunications6.4%2.5%12.6%5.3%2.5%12.9%

Tr a n s p o r t8.2%2.5%13.2%5.0%2.5%13.6%

1 The earnings before interest, income tax, depreciation and amortisation (EBITDA) growth represents compound annual growth rates over a five-year forecast period.

The Group considers that any reasonably possible change in the key assumptions applied would not cause the carrying value

of assets to exceed their recoverable amount and result in a material impairment based on current economic conditions and

CGU performance.

Sensitivity analysis

For all CGUs, sensitivity analysis was performed in relation to the discount rate, growth rate and cash flow assumptions. No

reasonably possible change in key assumptions would give rise to an impairment of any of the CGUs.

3.7 Income tax

3.7.1 Income tax expense recognised in the Consolidated Statement of Profit or Loss

2024

$’m

2023

$’m

Current tax80.035.1

Deferred tax12.845.2

Total income tax expense92.880.3

3.7.2 Reconciliation between profit before income tax and income tax expense

2024

$’m

2023

$’m

Profit before income tax313.0270.1

Income tax expense using the Australian corporate tax rate of 30%93.981.0

Tax effect of amounts that are not deductible/(taxable) in calculating taxable income:

Non-deductible expenses1.70.1

Effect of different tax rates on overseas income(0.5)(0.9)

Other(2.3)0.1

Income tax expense92.880.3

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.7.3 Deferred tax recognised in the Consolidated Statement of Financial Position

2024

Carrying

Amount at

Start of Year

$’m

Recognition

on business

combination

$'m

Recognised

in Profit

or Loss

$’m

Recognised

in Other

Comprehensive

Income

$’m

Carrying

Amount at

End of Year

$’m

Net deferred tax assets/(liabilities)

Contract liabilities/(assets)(22.5)-23.3-0.8

Property, plant and equipment8.1-5.5-13.6

Intangible assets(9.5)-(4.7)-(14.2)

Capitalised borrowing costs(1.0)-1.0--

Other items3.8(0.8)--3.0

Hedging(0.7)--1.20.5

Trade and other payables24.3-(13.2)-11.1

Provisions and employee

benefit liabilities

120.7-(6.0)-114.7

Tax losses69.0-(18.7)-50.3

Net deferred tax assets/(liabilities)

1

192.2(0.8)(12.8)1.2179. 8

2023

Carrying

Amount at

Start of Year

$’m

Recognised

in Profit

or Loss

$’m

Recognised

in Other

Comprehensive

Income

$’m

Carrying

Amount at

End of Year

$’m

Net deferred tax assets/(liabilities)

Contract liabilities/(assets)19.0(41.5)–(22.5)

Property, plant and equipment13.8(5.7)–8.1

Intangible assets(4.0)(5.5)–(9.5)

Capitalised borrowing costs(1.1)0.1–(1.0)

Other items6.9(3.1)–3.8

Hedging(2.7)–2.0(0.7)

Trade and other payables43.0(18.7)–24.3

Provisions and employee benefit liabilities97. 623.1–120.7

Tax losses62.96.1–69.0

Net deferred tax assets/(liabilities)

1

235.4(45.2)2.0192.2

1. Deferred tax assets and liabilities have been offset in the Consolidated Statement of Financial Position where the balances relate to taxes levied by the same tax

authorit y.

Unrecognised tax losses

2024

$’m

2023

$’m

Unused tax losses for which no deferred tax asset has been recognised11.313.4

Potential tax benefit3.44.0

The amount of unrecognised tax losses relates to certain capital and revenue losses transferred to the Group as part of the

acquisition of Ferrovial Services Australia Pty Ltd on 30 June 2020.

3.7.4 Current tax recognised in the Consolidated Statement of Financial Position

2024

$’m

2023

$’m

Current tax assets-11.1

Current tax liabilities(12.9)(1.9)

Net current tax assets/(liabilities)

1

(12.9)9.2

1. The Group offsets current tax assets and liabilities only if it has a legally enforceable right to set off and if current tax assets and liabilities relate to income taxes levied by

the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax assets and liabilities on a net basis.

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VENTIA ANNUAL REPORT 2024 |

3.7.5 Uncertain tax positions

The Group is committed to the management and payment of taxes in a responsible manner within the context of its Tax

Governance and Risk Policy. This means that the Group ensures internal controls exist to achieve accurate financial reporting in

accordance with relevant laws, accounting standards, policies and procedures, as well as ensuring compliance with applicable tax

laws, regulations and external reporting requirements by their due dates and in line with local taxation requirements.

The Tax Governance and Risk Policy documents that the Group will not enter into any transaction for the purpose of tax avoidance,

undertake aggressive tax planning transactions, nor enter into transactions that do not have a legitimate business purpose.

3.7.6 Tax consolidation

The Company and its wholly-owned Australian subsidiaries are part of a Tax Consolidated Group of which Ventia Services Group

Limited is the head entity. The head entity recognises all of the current tax assets and liabilities and deferred tax assets in respect

of tax losses of the Tax Consolidated Group (after elimination of intragroup transactions). Deferred tax assets and liabilities in

respect of temporary differences are recognised in the respective companies’ financial statements.

The Tax Consolidated Group has entered into a tax funding agreement that requires the Group to make contributions to the

head entity for current tax assets and liabilities occurring after the implementation of tax consolidation. Under the tax funding

agreement, the contributions are calculated using the “group allocation” approach so that the contributions are equivalent to

the current tax balances generated by transactions entered into by wholly-owned subsidiaries. The contributions are payable as

set out in the agreement and reflect the timing of the head entity’s obligations to make payments for tax liabilities to the relevant

tax authorities. The assets and liabilities arising under the tax funding agreement are recognised as intercompany assets and

liabilities with a consequential adjustment to current income tax.

3.7.7 International tax reform - Pillar Two income taxes

In December 2024, the Australian government enacted the Pillar Two income taxes legislation effective from 1 January 2024.

Under the legislation, the parent company of the Group (Ventia Services Group Limited) is required to pay in Australia top-up tax

on profits of its subsidiaries that are taxed at an effective tax rate (ETR) of less than 15 per cent. The main foreign jurisdiction in

which the Group operates in relation to Pillar Two is New Zealand.

The Group has applied the Transitional Country-by-country Safe Harbour for the year ended 31 December 2024 as it satisfied the

simplified ETR test. As a consequence, the Group’s top-up tax is deemed to be zero for the year ended 31 December 2024.

Furthermore, the Group has applied the AASB 112 Income Taxes exception in respect of recognising and disclosing information

about deferred tax assets and liabilities related to Pillar Two income taxes. Accordingly, the Group has not recognised nor

disclosed information with respect to deferred tax assets and liabilities related to Pillar Two income taxes.

3.8 Trade and other payables and contract liabilities

2024

$’m

2023

$’m

Current

Trade payables293.7368.1

Accruals224.8215.7

Other payables75.868.6

Amounts payable to related parties (Note 5.6)1.06.4

Total current trade and other payables595.3658.8

Non-current

Other payables2.8–

Total non-current trade and other payables2.8–

Total trade and other payables598.1658.8

2024

$’m

2023

$’m

Contract liabilities - current351.2347.0

Contract liabilities - non-current62.065.8

Total contract liabilities413.2412.8

Material accounting policies

Contract liabilities primarily relate to the Group’s obligation to transfer goods or services to a customer for which the Group has

received consideration from the customer. Contract liabilities are recognised as revenue when work is performed under the contract.

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.9 Employee benefit liabilities

2024

$’m

2023

$’m

Current

Annual leave83.489.6

Long service leave29.826.8

Workers’ compensation14.78.6

Other employee benefits34.530.0

Total current employee benefit liabilities162.4155.0

Non-current

Long service leave57.256.2

Workers’ compensation18.017.4

Other employee benefits0.73.3

Total non-current employee benefit liabilities75.976.9

Total employee benefit liabilities238.3231.9

3.10 Provisions

2024

$’m

2023

$’m

Current

Unfavourable contracts5.52.2

Onerous contracts1.71.3

Warranties and contract claims32.32 2.7

Other4.84.1

Total current provisions44.330.3

Non-current

Unfavourable contracts42.347.1

Onerous contracts–5.7

Warranties and contract claims54.874.9

Other18.018.0

Total non-current provisions115.1145.7

Total provisions159.4176 .0

2024

Unfavourable

Contracts

$’m

Onerous

Contracts

$’m

Warranties

and Contract

Claims

$’m

Other

$’m

To t a l

$’m

Current2.21.32 2.74.130.3

Non-current47.15.774.918.0145.7

Carrying amount at start of year49.37. 097.622.1176 .0

Movement:

Provisions raised––26.53.229.7

Provisions used(1.5)(5.3)(36.7)(2.5)(46.0)

Effect of exchange rates––(0.3)–(0.3)

Carrying amount at end of year47. 81.787. 122.8159.4

Current5.51.732.34.844.3

Non-current42.3–54.818.0115.1

Carrying amount at end of year47. 81.787. 122.8159.4

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VENTIA ANNUAL REPORT 2024 |

Material accounting policies

Unfavourable contracts

A provision is made for unfavourable contracts where the fair value of the contract is deemed unfavourable relative to

expected market returns and they are provided for as part of the purchase price allocation process in a business combination.

These provisions are then released as an increase to earnings, in line with the financial performance of the contract over the

remaining term.

Onerous contracts

Provisions for onerous contracts are recognised when the unavoidable costs of meeting the obligations under the contract

exceed the economic benefits expected to be received under it. The onerous contract provision is discounted using a pre- tax

rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Warranties and contract claims

Warranties and contract claims provisions relate to individual identified exposures and represent the best estimate of

expenditure required to settle the present obligation at the end of the reporting period.

Other provisions

Other provisions include items such as provisions for make good, which are recognised at the time of recognising a right-of-

use asset and represent an estimate of the costs to be incurred in the dismantling of the asset and restoring it to the condition

specified in the lease.

Key estimates and judgements

The estimates and judgements applied in determining the Group’s provisions involve a high degree of complexity and have a

risk of causing a material adjustment in subsequent periods. Any changes in the estimates and judgements of the provision in

future periods will be recognised in profit or loss.

Unfavourable contract provisions relate to contracts acquired in a business combination where the fair value of the contract

is deemed unfavourable relative to expected market returns. Expected market returns were assessed with reference to the

Group’s contract portfolio and relevant industry information.

Onerous contract provisions relate to estimation of unavoidable costs of meeting the obligation under the contract, which are

assessed by management based on factors such as remaining contract life, volume of work and labour hours.

In estimation of provisions for warranties and claims, management consider historic experience on similar claims and other

information available such as legal opinion and expert determination.

4. Capital structure, financing and risk management
4.1 Earnings per share

Basic earnings per share is calculated as profit after income tax attributable to shareholders, divided by the weighted average

number of ordinary shares (WANOS) issued.

Diluted earnings per share is calculated as profit after income tax attributable to shareholders adjusted for any profit recognised in

the period in relation to dilutive potential ordinary shares, divided by the WANOS adjusted by dilutive potential ordinary shares.

20242023

Profit after income tax for the year attributable to equity holders of the parent entity

used in earnings per share ($’m)

220.2189.8

220.2189.8

WANOS used in earnings per share (millions of shares)

WANOS for purpose of basic earnings per share855.4855.3

Effect from dilutive potential ordinary shares

W eighted average number of ordinary shares on issue855.4855.3

A djustment to reflect potential dilution for equity incentive plans8.96.9

WANOS for purpose of diluted earnings per share864.3862.2

Basic earnings per share (cents)25.7422.19

Diluted earnings per share (cents)25.4822.01

4.2 Dividends

20242023

Cents per

Share

To t a l

Amount

$’mFranking

Date of

Payment

Cents per

Share

To t a l

Amount

$’mFranking

Date of

Payment

Prior year final9.4179.580%

5 April

2024

8.2869.880%

6 April

2023

Current year interim9.3579.180%

7 October

2024

8.3170.180%

6 October

2023

Dividends paid during the year18.76158.616.59139.9

On 18 February 2025, the Board of Directors declared a final dividend of 10.63 cents per share in respect of the 2024 financial

year, 80% franked at a 30% tax rate. The amount will be paid on 7 April 2025. As the dividend was declared subsequent to

31 December 2024, no provision had been made at 31 December 2024.

Franking credit balance

2024

$’m

2023

$’m

Franking credits available for future financial periods (tax paid basis, 30% tax rate)0.72.5

The above amount represents the balance of the franking accounts at the end of the period, adjusted for:

• Franking credits that will arise from the payment of income tax payable at the end of the period; and

• Franking debits that will arise from the payment of dividends provided at the end of the period.

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| FINANCIAL REPORT

4.3 Share capital
20242023

Share Capital

Number

Millions$’m

Number

Millions$’m

Balance at start and end of year855.5374.5855.5374.5

Share capital

Holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at shareholders’

meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are entitled to any net

proceeds on liquidation.

The total number of shares issued by the Company as at 31 December 2024 is 855,484,445 (2023: 855,484,445). This includes 70,671

treasury shares as at 31 December 2024 (2023: 151,354). In 2024, 80,683 treasury shares were granted to certain employees of the Group.

4.4 Reserves

2024

Treasury

Share

Reserve

$’m

Cash Flow

Hedge

Reserve

$’m

Foreign

Currency

Translation

Reserve

$’m

Share-based

Payment

Reserve

$’m

Accumulated

Losses

Reserve

$’m

To t a l

$’m

Balance at start of year(0.3)1.9(1.0)5.9(42.4)(35.9)

Shares issued to employees0.2––(0.2)––

Transfer of vested benefits to retained

earnings

–––(1.2)–(1.2)

Gains arising on change in the fair value of

hedging instruments

–2.9–––2.9

Income tax related to losses recognised in

other comprehensive income

–(0.8)–––(0.8)

Cumulative gains arising on changes in fair

value of hedging instruments reclassified

to profit or loss

–(6.7)–––(6.7)

Income tax related to gains reclassified to

profit or loss

–2.0–––2.0

Foreign exchange translation differences––(3.5)––(3.5)

Share-based payment expense–––5.2–5.2

Balance at end of year(0.1)(0.7)(4.5)9.7(42.4)(38.0)

2023

Treasury

Share

Reserve

$’m

Cash Flow

Hedge

Reserve

$’m

Foreign

Currency

Translation

Reserve

$’m

Share-based

Payment

Reserve

$’m

Accumulated

Losses

Reserve

$’m

To t a l

$’m

Balance at start of year(0.5)6.4(0.5)2.0(42.4)(35.0)

Shares issued to employees0.2––(0.2)––

Transfer of vested benefits to

retained earnings

–––(0.3)–(0.3)

Losses arising on change in the fair value

of hedging instruments

–(2.0)–––(2.0)

Income tax related to losses recognised

in other comprehensive income

–0.6–––0.6

Cumulative gains arising on changes

in fair value of hedging instruments

reclassified to profit or loss

–(4.5)–––(4.5)

Income tax related to gains reclassified

to profit or loss

–1.4–––1.4

Foreign exchange translation differences––(0.5)––(0.5)

Share-based payment expense–––4.4–4.4

Balance at end of year(0.3)1.9(1.0)5.9(42.4)(35.9)

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VENTIA ANNUAL REPORT 2024 |

Share-based payment reserve
The Group operates equity incentive plans, which provide equity instruments to certain executives as a component of their

remuneration. The share-based payments expense for the year for the Group was $5,216,000 (2023: $4,378,000).

Refer to the Remuneration Report for further details of all plans.

Long-term Incentive (LTI) Plan

LT I Pl a n

Share Appreciation Rights (SARs) are granted under the LTI plan. SARs entitles the participants to payment in the Company’s

ordinary shares, equivalent to the amount by which the underlying Company share price has increased since the right was

granted. If SARs vest, the participants will be allocated shares equal to the total value of appreciation (number of SARs times

share price growth from grant to vesting). The share price growth is based on the difference between the 10-day Volume-

Weighted Average Price (VWAP) immediately after the release of the Company’s annual financial statements for the grant year (for

example, 2024 annual financial statements for 2024 LTI), and the 10-day VWAP up to the release of the Company’s annual financial

statements for the vesting year (i.e. 2026 annual financial statements for instruments vesting on 31 December 2026).

The variables in the table below are used as inputs into the model to determine the fair value of the 2024 and 2023 LTI Plan’s SARs .

2024 LTI PlanTr a n c h e 1Tr a n c h e 2Tr a n c h e 3

Invitation date24 May 202424 May 202424 May 2024

Vesting period start date1 January 20241 January 20241 January 2024

Vesting date31 December 202631 December 202731 December 2028

Expected volatility25%25%25%

Risk-free interest rate (per annum)4.13%4.22%4.31%

Share price at invitation date$3.56$3.56$3.56

Expected dividend yield (per annum)5.56%5.56%5.56%

Fair value per instrument$0.57$0.68$0.76

2023 LTI PlanTr a n c h e 1Tr a n c h e 2Tr a n c h e 3

Invitation date26 May 202326 May 202326 May 2023

Vesting period start date1 January 20231 January 20231 January 2023

Vesting date31 December 202531 December 202631 December 2027

Expected volatility30%30%30%

Risk-free interest rate (per annum)3.63%3.68%3.74%

Share price at invitation date$2.70$2.70$2.70

Expected dividend yield (per annum)6.92%6.92%6.92%

Fair value per instrument$0.50$0.56$0.60

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table summarises the movements in SARs for the LTI Plan:
31 December

2024

31 December

2023

Balance at start of year17,747,1657,933,644

True-up to prior year

1

(4,004,440)811,715

Issued during the year

1

6,925,8609,709,246

Forfeited during the year(522,773)(707,440)

Balance at end of year20,145,81217,747, 16 5

1. The number issued during the year represents an estimate of the number of SARs to be allocated to LTI Plan participants, who are invited to the LTI plan during the

year. Since the actual number will be determined based on the 10-day VWAP subsequent to the release of the Company’s annual financial statements, a true-up for the

numbers issued in the prior year is required.

Short-term Incentive (STI) Plan

STI Plan

The 2024 STI Plan is a cash and share-settled share rights plan. The equity component will be awarded in March 2025 and is

subject to deferral in two equal tranches: 50% deferred for 12 months; and 50% deferred for 24 months. At the end of each deferral

period, vested rights are converted into the Company’s ordinary shares.

While rights do not attract actual dividends during the deferral periods, rights have attached dividend equivalents such that on

vesting, additional shares will be awarded equivalent to the value of dividends accrued as if ordinary shares had been owned

throughout the deferral period.

The equity component of the 2024 STI Plan had the same mechanism as the 2023 STI Plan. The variables in the table below are

used as inputs into the model to determine the fair value of the 2024 and 2023 STI Plan share rights:

2024 STI PlanTr a n c h e 1Tr a n c h e 2

Invitation date10 May 202410 May 2024

Vesting period start date1 January 20241 January 2024

Vesting date31 December 202531 December 2026

Expected volatility25%25%

Risk-free interest rate (per annum)4.02%4.02%

Share price at invitation date$3.62$3.62

Expected dividend yield (per annum)5.56%5.56%

Fair value per instrument$3.62$3.62

2023 STI PlanTr a n c h e 1Tr a n c h e 2

Invitation date10 May 202310 May 2023

Vesting period start date1 January 20231 January 2023

Vesting date31 December 202431 December 2025

Expected volatility30%30%

Risk-free interest rate (per annum)3.25%3.22%

Share price at invitation date$2.66$2.66

Expected dividend yield (per annum)6.92%6.92%

Fair value per instrument$2.67$2.67

The Company also provides awards to key management personnel and other senior executives on a discretionary basis.

The participants will need to meet the requirement of completing certain periods of service before the awards are granted.

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VENTIA ANNUAL REPORT 2024 |

Movements in outstanding share rights
The following table summarises the movement in outstanding share rights for the above STI plans:

31 December

2024

31 December

2023

Balance at start of year2,057,1821,006,056

True-up to prior year

1

(132,894)44,027

Issued during the year

1

911,6701,254,206

Vested during the year(419,209)(194,237)

Forfeited during the year(78,492)(52,870)

Balance at end of year2,338,2572,057,182

1. The number issued during the year represents an estimate of the number of rights to be allocated to STI Plan participants, who are invited to the STI Plan during the

year. Since the actual number will be determined based on the 10-day VWAP subsequent to the release of the Company’s annual financial statements, a true-up for the

numbers issued in the prior year is required.

Legacy Ventia Executive Incentive Plan

Prior to listing, the Group operated an executive incentive plan (the Legacy Ventia Executive Incentive Plan (EIP)). This scheme was

designed to provide incentives to attract, motivate and retain those whose contributions are important to the Company’s success.

There was no grant of shares under this scheme during 2024 and 2023.

Material accounting policies

Treasury shares

Treasury shares are shares in the Company that are held in trust on behalf of the Company. Treasury shares are deducted from

equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of treasury shares.

Accumulated losses reserve

The accumulated losses reserve includes certain costs incurred by the Group in prior years in relation to its refinancing and initial

public offering (IPO).

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.5 Cash and cash equivalents
4.5.1 Cash and cash equivalents as presented in the Consolidated Statement of Cash Flows

2024

$’m

2023

$’m

Cash at bank and on hand392.8338.7

Total cash and cash equivalents392.8338.7

4.5.2 Reconciliation of profit after income tax to net cash generated from operating activities

2024

$’m

2023

$’m

Profit after income tax220.2189.8

Adjustments for:

Income tax expense92.880.3

Income tax payment(59.0)(58.2)

Depreciation expense105.6106.6

Amortisation expense33.039.1

Share of profits of joint ventures(3.1)(3.6)

Dividends received from joint ventures2.31.0

Amortisation of capitalised borrowing costs2.72.4

Share-based payment expense5.24.4

Other0.5(1.2)

Changes in working capital:

Trade and other receivables19.7(87.7 )

Contract assets10.62.4

Inventories1.1(4.1)

Trade and other payables (64.9) (32.3)

Contract liabilities0.4107.8

Employee benefit liabilities5.8(5.6)

Provisions(16.7)(35.2)

Net cash generated from operating activities356.2305.9

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VENTIA ANNUAL REPORT 2024 |

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.6 Borrowings

4.6.1 Capital structure

The Group manages its capital structure with the objective of enhancing long-term shareholder value through funding its business

at an optimised weighted average cost of capital.

4.6.2 Borrowings

2024

$’m

2023

$’m

Borrowings750.0750.0

Capitalised borrowing costs(6.3)(4.2)

Total borrowings743.7745.8

i. Refinancing of borrowings

At 31 December 2023, the Group had syndicated term loan facilities and a syndicated resolving cash facility (Original Facilities).

The Original Facilities had an aggregate commitment of $1,150.0 million and comprised:

• $750.0 million of term loan facilities, spread equally across three tranches, each of which was fully drawn at 31 December 2023;

and

• $400.0 million four-year revolving cash facility, which was undrawn at 31 December 2023.

In November 2024, the Group refinanced the Original Facilities by entering into the following syndicated facilities (New Facilities):

• $900.0 million of revolving cash facilities, comprising two $250.0 million tranches, which are fully drawn as at 31 December 2024,

and a five-year $400.0 million tranche, which is undrawn as at 31 December 2024; and

• $250.0 million Asian Term Loan facility, which is fully drawn at 31 December 2024.

Both the Original Facilities and the New Facilities have variable interest rates, based on BBSY plus a margin. The revolving cash

facilities attract commitment fees common with this type of facility.

The New Facilities are guaranteed by the Guarantor Group, which comprises of entities contributing no less than 80% of EBITDA

and 80% of total tangible assets of the Group.

The Group has entered into swap arrangements to mitigate its exposure to unfavourable interest rate movements. The swap

arrangements satisfy the requirements for hedge accounting and are accounted for accordingly. Refer to Note 4.7.

ii. Covenants on financing facilities

The syndicated banking facilities are unsecured and contain financial covenants, which are tested monthly and reported

semi-annually. The financial covenants include requirements on the Group’s leverage ratio and interest cover ratio. The Group

was in compliance with all of its financial covenants as at 31 December 2024 and throughout the year.

iii. Bank guarantees and insurance bonds

The Group has $760.0 million (2023: $690.0 million) of bank guarantee and insurance bond facilities on a committed and

uncommitted basis to support its contracting activities. The Group’s facilities are provided by a number of banks and insurance

companies on an unsecured and revolving basis. $460.5 million (2023: $392.5 million) of these facilities were utilised as at

31 December 2024.

iv. Credit ratings

The Group had investment grade credit ratings of Baa2 (Outlook Stable) from Moody’s and BBB (Outlook Stable) from S&P as at

31 December 2024 and 2023.

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VENTIA ANNUAL REPORT 2024 |

v. Maturity profile

The maturity profile of the Group’s borrowing arrangements is represented in the below table by facility limit:

CurrencyAnnual Interest RateMaturity$’m

Syndicated banking facilities (non-current)

– fully drawn

Revolving cash facilityAUDBBSY + 120 bps8 November 2027250.0

Revolving cash facilityAUDBBSY + 130 bps8 November 2028250.0

Asian Term LoanAUDBBSY + 170 bps11 November 2031250.0

750.0

Revolving cash facility – undrawnAUDBBSY + 140 bps8 November 2029400.0

4.7 Financial risk management

The Group’s activities expose it to several financial risks, including market risk (interest rate and foreign exchange risk), liquidity

risk and credit risk.

The Group manages financial risk through Board-approved policies and procedures. These specify the responsibility of the

Board of Directors and senior management regarding the management of financial risk. Financial risk is managed centrally by

the Group’s Treasury and Finance team under the direction of the Board. The Treasury and Finance team manages risk exposures

primarily through delegated authority limits and defined measures. The Treasury and Finance team regularly monitors the Group’s

exposure to any of these financial risks and reports to the Board.

The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

4.7.1 Market risk

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates, and equity prices will affect

the Group’s financial performance or the value of its financial instrument holdings. The objective of market risk management is to

manage and control market risk exposures within acceptable parameters, while optimising returns.

i. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial asset or financial liability will change as a result of

changes in market interest rates. The Group is exposed to interest rate risk as it borrows at floating interest rates, and adverse

movements in floating interest rates will increase the cost of floating rate debt. The Group’s exposure to market interest rates

relates primarily to its long-term borrowings. All interest rate exposures are identified, quantified, monitored and managed

centrally by the Group’s Treasury and Finance team. The Group has a list of approved financial instruments which can be used

to manage interest rate risk.

Sensitivities have been calculated based on a movement in interest rates of 25 basis points (2023: 25 basis points) across the yield

curve of the relevant currencies. The selected basis point increase or decrease represents the Group’s assessment of the possible

change in interest rates on variable rate instruments. At the reporting date, an increase/decrease in interest rate of 25 basis points

(2023: 25 basis points) will:

• Decrease/increase full year net profit after income tax by $0.7 million (2023: $0.7 million) as a result of the unhedged portion

of the Group’s variable-rate borrowings; and

• Increase/decrease full year other comprehensive income (net of income tax) by $1.4 million (2023: $2.0 million) as a result of

the changes in fair value of derivatives designated in a cash flow hedge.

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ii. Foreign exchange risk

Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes

in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates to the Group’s foreign

operations, where revenues or expenses are denominated in a different currency (primarily New Zealand dollars) from the Group’s

presentation currency.

At the reporting date, a 5% appreciation/depreciation in the New Zealand dollar against the Australian dollar will increase/

decrease full year other comprehensive income by $7.0 million (2023: $5.3 million). The movement represents the Group’s

assessment of the possible changes in spot foreign exchange rates.

iii. Hedging arrangements

At the reporting date, the fair value and notional amounts of derivatives entered into for hedging purposes for the Group are:

Notional Value

1

Fair Value AssetFair Value Liability

Fair Value Gain/(Loss)

Recognised in Other

Comprehensive Income

2024

$’m

2023

$’m

2024

$’m

2023

$’m

2024

$’m

2023

$’m

2024

$’m

2023

$’m

Cash flow hedges

Interest rate swaps 975.0 1,275.00.5 5.51.5 2.72.9 (2.0)

To t a l 975.01,275.00.55.51.52.7 2.9(2.0)

1. At 31 December 2024, the notional value for interest rate swaps includes $600.0 million of forward starting swaps (31 December 2023: $900.0 million).

At the reporting date, the following items are designated as hedged items:

Carrying Amount

of Hedged Items

Cash Flow

Hedge Reserve

2024

$’m

2023

$’m

2024

$’m

2023

$’m

Cash flow hedges

Borrowings375.0375.0(0.7)1.9

To t a l375.0375.0(0.7)1.9

The above hedge relationships are assessed to be highly effective with insignificant hedge ineffectiveness.

Interest rate swaps

The interest rate swaps are designated in a cash flow hedge on exposure from the variable rate borrowings (refer to Note 4.6.2).

4.7.2 Liquidity risk

Liquidity risk is the risk that the Group will not have sufficient funds to meet its financial commitments as and when they fall due.

Liquidity risk management involves maintaining available funding and ensuring the Group has access to an adequate amount of

committed credit facilities. The Group’s objective is to maintain a balance between continuity of funding and flexibility through

the use of loans, bank overdrafts and finance leases.

The Group’s Treasury and Finance team manages liquidity risk through frequent and periodic cash flow forecasting and analysis.

The Group has a $400.0 million revolving cash facility, which is undrawn at 31 December 2024, and cash at bank and on hand of

$392.8 million as at 31 December 2024, which will be available to fund working capital and expansion requirements.

These facilities may be drawn at any time, subject to the terms of the lending agreements. Some facilities are subject to certain

financial covenants and undertakings. No covenants or undertakings have been breached during the period.

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VENTIA ANNUAL REPORT 2024 |

The following tables detail the Group’s undiscounted non-derivative financial liabilities and derivative financial liabilities and their

contractual maturities. Refer to Note 3.2 for the maturity analysis of the Group’s lease liabilities.

Maturity Analysis of Undiscounted Cash Outflow

31 December 2024

One Year or Less

$’m

One to Two Years

$’m

Two to Five Years

$’m

More than

Five Years

To t a l

$’m

Non-derivative financial liabilities

Borrowings 41.041.0578.0275.4935.4

Trade and other payables595.33.0––598.3

636.344.0578.0275.41,533.7

Derivative financial liabilities

Interest rate swaps–0.61.1–1.7

–0.61.1–1.7

To t a l636.344.6579.1275.41,535.4

Maturity Analysis of Undiscounted Cash Outflow

31 December 2023

One Year or Less

$’m

One to Two Years

$’m

Two to Five Years

$’m

More than

Five Years

To t a l

$’m

Non-derivative financial liabilities

Borrowings 38.2287.1548.8–874.1

Trade and other payables658.8–––658.8

697. 0287.1548.8–1,532.9

Derivative financial liabilities

Interest rate swaps–0.82.2–3.0

–0.82.2–3.0

To t a l6 97. 02 87. 9551.0–1,535.9

For floating rate instruments, the amount disclosed is determined by reference to the interest rate at the last repricing date.

Cash flows represented are contractual and calculated on an undiscounted basis, based on current rates at the reporting date.

4.7.3 Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Group.

The Group is exposed to counterparty credit risk arising from its operating activities (primarily customer receivables) and

financing activities, including deposits with banks and financial institutions, foreign exchange and other financial instruments.

The maximum exposure to credit risk arising from potential default of the counterparty is equal to the carrying amount of the

financial assets.

Credit risks related to balances with banks and financial institutions are managed by the Group’s Treasury team in accordance

with approved policies. Such policies only allow financial derivative instruments to be entered into with high-credit-quality

financial institutions.

Trade receivables consist of receivables from government agencies and corporations. Receivables balances are monitored

regularly with the result that the Group’s exposure to credit losses to date has been negligible.

At the reporting date, no material credit risk exposure existed in relation to potential counterparty failure on such financial

instruments, except for certain trade and other receivables where expected credit losses have been recognised (refer to Note 3.1).

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Guarantees

Details of outstanding guarantees are provided in Note 6.1. The Group is, in the normal course of business, required to provide

guarantees and letters of credit on behalf of controlled entities, joint ventures and related parties in respect of their contractual

performance-related obligations.

Maximum credit exposure

The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to

credit risk at the reporting date was:

31 December

2024

$’m

31 December

2023

$’m

Cash and cash equivalents392.8338.7

Trade receivables and contract assets, net of expected credit losses815.4841.9

Other receivables19.96.7

Amounts receivable from related parties10.114.1

Derivative assets0.55.5

To t a l1, 238.71,206.9

The ageing of the Group’s gross trade receivables before expected credit losses at the reporting date was:

31 December

2024

$’m

31 December

2023

$’m

Gross aged receivables 0-90 days293.9308.4

Gross aged receivables more than 90 days7. 27.7

To t a l301.1316.1

4.7.4 Fair value measurement of financial instruments

Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting period.

The following table provides information about how the fair values of these financial assets and financial liabilities are determined.

They are grouped into levels 1 to 3 based on the degree to which the fair value measurement inputs are observable.

Level 1Fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical

assets or liabilities.

Level 2Fair value measurements are those derived from inputs other than quoted prices included within Level 1 that

are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3Fair value measurements are those derived from valuation techniques that include inputs for the asset

or liability that are not based on observable market data (unobservable inputs).

Fair Value AssetFair Value Liability

2024

$’m

2023

$’m

2024

$’m

2023

$’m

Fair Value

Hierarchy

Interest rate swaps0.55.51.52.7Level 2

Contingent considerations (Note 5.1)--3.1-Level 3

To t a l0.55.54.62.7

There were no transfers between level 1, level 2 or level 3 during the year.

155
VENTIA ANNUAL REPORT 2024 |

Estimation of fair values

The fair value of interest rate swaps is determined using a discounted cash flow model where future cash flows are estimated

based on market forward rates as at the end of the year and the contract rates, discounted at a rate that reflects the credit risk of

the various respective counterparties.

Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis

The carrying value of cash and cash equivalents, financial assets, bank and other loans, and non-interest bearing monetary

financial liabilities of the Group approximate their fair value.

Material accounting policies

Derivatives

The derivative financial instruments of the Group qualify as a cash flow hedge.

A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more

than 12 months and it is not due to be realised or settled within 12 months. Otherwise, they are classified as current.

4.8 Commitments for capital expenditure

Capital expenditure commitments of the Group at the reporting date are as follows:

31 December

2024

$’m

31 December

2023

$’m

Estimated capital expenditure under firm contracts, payable:

Not later than one year11.28.2

Later than one year, not later than two years--

Beyond two years--

Total capital expenditure commitments

1

11.28.2

1. There were no material commitments related to joint arrangements.

4.9 Receivable finance arrangements

The Group has a receivable financing facility with a banking institution. The level of non-recourse factoring across the Group was

$Nil as at 31 December 2024 (2023: $35.2 million).

Certified receivables are sold to this banking institution on a non-recourse basis and are acknowledged by the customer with

payment only being subject to the passage of time. Under the factoring arrangements:

• The certified receivables are derecognised where the risks and rewards of the receivables have been transferred, as the cash

flow is only derived when there are goods or services provided or work performed by the Group for which it is entitled to be paid;

• The cash flow to the Group only arises when there is an amount certified by the customer and contractually due to be paid

to the Group, and there are no disputes regarding the amounts due and the customer has acknowledged this by way of

certification; and

• The receipt by the Group irrevocably removes the Group’s right to the certified receivable due from the customers.

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5. Group structure

5.1 Business combinations

5.1.1 Current year acquisition

On 1 July 2024, Ventia NZ Operations Limited (a controlled entity of Ventia Services Group Limited) acquired the entire share

capital of Landscape Solutions Pty Limited (Landsol). Landsol provides commercial landscape maintenance services across

New Zealand and its acquisition has strengthened the Group’s Defence and Social Infrastructure offering.

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

Final Fair Value

$’m

Cash consideration paid13.4

Contingent consideration

1

3.0

Net assets acquired at fair value(10.9)

Goodwill5.5

1. As at 31 December 2024, the fair value of the contingent consideration of $3.1 million is included in Trade and other payables (Note 3.8).

The recognised amounts of assets and liabilities as a result of the acquisition are as follows:

$’m

Cash and cash equivalents1.5

Trade and other receivables4.2

Total current assets5.7

Property, plant and equipment8.2

Total non-current assets8.2

To t a l a s s e t s13.9

Trade and other payables1.2

Current tax liabilities0.4

Employee benefit liabilities0.6

Total current liabilities 2.2

Deferred tax liabilities0.8

Total non-current liabilities0.8

Total liabilities3.0

Total identifiable net assets acquired10.9

From the date of acquisition, Landsol’s contribution to revenue and profit after income tax for the year was not material. If the

acquisition had occurred at the start of the reporting period, management estimates that the consolidated revenue and profit

after income tax for the year would not have been materially different to what has been reported.

The trade and other receivables comprise a gross contractual amount due of $3.8 million, of which $Nil was expected to be

uncollectable at the date of acquisition.

The goodwill is attributable mainly to the synergies expected to be achieved from integrating Landsol into the Group’s existing

Defence and Social Infrastructure offering.

157
VENTIA ANNUAL REPORT 2024 |

Material accounting policies

The acquisition method of accounting is used to account for all business combinations. The consideration for the acquisition

of a controlled entity comprises the fair values of the assets transferred, the liabilities incurred and the equity interests

issued by the Group. The consideration transferred also includes the fair value of any pre-existing equity interest in the

controlled entity.

Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities assumed in a business

combination are measured at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group

recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate

share of the acquiree’s net identifiable assets. The excess of the consideration transferred over the fair value of the Group’s

share of the net identifiable assets acquired is recorded as goodwill. Where the consideration is less than the fair value of

the net identifiable assets of the controlled entity acquired, the difference is recognised directly in profit or loss as a gain on

acquisition of a controlled entity.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent

consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and

settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each reporting date

and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination

occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional

amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new

information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have

affected the amounts recognised as of that date.

5.2 Equity accounted investments

2024

$’m

2023

$’m

Joint ventures

Balance at start of year8.45.8

Share of profits3.13.6

Dividends received(2.3)(1.0)

Balance at end of year9.28.4

Joint Venture

Country of

Incorporation

Statutory

Reporting Date

Ownership Interest

31 December

2024

%

31 December

2023

%

Aroona P&T Pty LtdAustralia31 December50.050.0

Brisbane Motorway Services Pty LimitedAustralia30 June50.050.0

Gateway Motorway Services Pty LimitedAustralia30 June50.050.0

Skout Solutions Pty LimitedAustralia31 December50.050.0

SV Joint Venture Pty LimitedAustralia31 December50.050.0

Translink Investments Pty LimitedAustralia30 June50.050.0

Ventia Boral Amey NSW Pty Limited

1

Australia31 December66.666.6

Ventia Boral Amey QLD Pty Limited

1

Australia31 December64.464.4

Venture Smart Pty LimitedAustralia31 December50.050.0

Skout Solutions (NZ) LimitedNew Zealand31 December50.050.0

Broadspectrum WorleyParsons JV (M) Sdn BhdMalaysia30 June50.050.0

1. While the Group holds a greater than 50% interest in these joint venture entities, voting rights on key matters are shared among the joint venture entity participants,

and therefore the Group accounts for these joint venture entities using the equity method.

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Group’s share of the joint ventures’ carrying amounts is presented below in aggregate, as they are individually immaterial:

2024

$’m

2023

$’m

Carrying amounts

Current assets16.217.4

Non-current assets8.18.4

Current liabilities(6.2)(8.6)

Non-current liabilities(8.9)(9.7)

Net assets9.27. 5

Total comprehensive income

Profit after income tax3.63.1

Total comprehensive income3.63.1

There are no material commitments held by joint ventures.

5.3 Joint operations

The Group has the following interests in joint operations whose primary activity is providing services:

Joint Operation

Country of

Incorporation

or Establishment

Ownership Interest

2024

%

2023

%

AllwaterAustralia50.050.0

Arup Pty Limited & BMD Constructions Pty Ltd & Ventia Pty Limited (Smartways)Australia20.020.0

BRSJayAustralia50.050.0

Confluence Water

1

Australia50.042.5

Gold Coast Infrastructure SolutionsAustralia50.050.0

Trace UJV

2

Australia80.080.0

Utilita Water SolutionsAustralia50.050.0

Ventia Boral Amey NSW

2

Australia66.666.6

Ventia Boral Amey QLD

2

Australia64.464.4

WatersureAustralia40.040.0

Ventia-Wajarri Enterprises JVAustralia50.050.0

1. The Group increased its interest in Confluence Water to 50% effective from 1 July 2024.

2. Whilst the Group holds a greater than 50% interest in these joint operations, voting rights on key matters are shared among the joint operation participants, and

therefore the Group recognises its share of assets, liabilities, revenue and expenses arising from these arrangements.

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VENTIA ANNUAL REPORT 2024 |

5.4 Subsidiaries

5.4.1 Deed of Cross Guarantee

Ventia Services Group Limited and each of the wholly-owned subsidiaries set out below (together referred to as the Closed Group)

have entered into a Deed of Cross Guarantee (Deed), as defined in ASIC Corporations (Wholly-owned Companies) Instrument

2016/785 (the Instrument). The effect of the Deed is that each entity in the Closed Group guarantees the payment in full of all debts

of the other entities in the Closed Group in the event of their winding up.

Pursuant to the Instrument, the wholly-owned subsidiaries within the Closed Group are relieved from the requirement to prepare,

audit, and lodge separate financial reports.

Delron Cleaning Pty Ltd and Delron Group Facility Services Pty Ltd became parties to the Deed of Cross Guarantee on

16 December 2024.

i. Parties to the Deed

Name of Entity

Broadspectrum (Finance) Pty LtdEasternwell Group Investments Pty Limited Ventia Property Pty Ltd

Broadspectrum (Holdings) Pty LtdEasternwell Group Operations Pty LtdVentia Pty Limited

Broadspectrum (International) Pty LtdEasternwell Group Pty LtdVentia Services Group Limited

Broadspectrum (Oil & Gas) Pty LtdEasternwell WA Pty LtdVentia Services Pty Ltd

Broadspectrum Pty LtdPiver Pty LtdVentia Solutions Pty Limited

BRS Holdco Pty LtdVentia Asset Infrastructure Services Pty LimitedVentia Utility Services Pty Limited

Delron Cleaning Pty LtdVentia Australia Pty LtdVisionstream Australia Pty Limited

Delron Group Facility Services Pty LtdVentia Finco Pty LtdVisionstream Pty Limited

Easternwell Group Assets Pty Ltd Ventia Holdings I Pty LimitedVisionstream Services Pty Limited

ii. Financial position and performance

A Statement of Profit or Loss and Statement of Financial Position, for the entities which are party to the Deed at the reporting date,

are as follows:

2024

$’m

2023

$’m

Revenue5,527.35,095.0

Expenses(5,026.2)(4, 6 87. 0)

Share of profits of joint ventures3.13.6

Earnings before interest, income tax, depreciation and amortisation504.2411.6

Depreciation expense(81.4)(82.5)

Amortisation expense(31.0)(36.5)

Earnings before interest and income tax391.8292.6

Finance costs(56.1)(51.0)

Interest income9.65.9

Profit before income tax345.3247. 5

Income tax expense(84.5)(58.2)

Profit after income tax260.8189.3

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31 December

2024

$’m

31 December

2023

$’m

Current assets

Cash and cash equivalents341.1320.9

Trade and other receivables305.8323.4

Contract assets4 6 7. 6486.3

Inventories17.522.4

Current tax assets-11.1

Derivative assets0.55.5

Total current assets1,132.51,169.6

Non-current assets

Trade and other receivables18.815.0

Investment in subsidiaries42.550.0

Equity accounted investments9.28.4

Deferred tax assets163.4191.2

Right-of-use assets106.688.2

Property, plant and equipment120.2112.2

Intangible assets28.145.7

Goodwill1,072.61,072.6

Total non-current assets1,561.41,583.3

To t a l a s s e t s2,693.92,752.9

Current liabilities

Trade and other payables395.7562.2

Contract liabilities321.1338.1

Employee benefit liabilities145.6136.8

Provisions37.033.6

Lease liabilities36.032.6

Current tax liability7.1–

Total current liabilities942.51,103.3

Non-current liabilities

Contract liabilities62.065.8

Employee benefit liabilities74. 274.7

Provisions112.4143.8

Derivative liabilities1.52.7

Lease liabilities78.363.9

Borrowings743.7745.8

Total non-current liabilities1,072.11,096.7

Total liabilities2,014.62,200.0

Net assets679.3552.9

Equity

Share capital374.5374.5

Reserves(29.4)(30.7)

Retained earnings334.2209.1

Total equity679.3552.9

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VENTIA ANNUAL REPORT 2024 |

5.4.2 Details of subsidiaries

The subsidiaries of Ventia Services Group Limited are as follows:

Interest Held %

Name of EntityCountry of Incorporation20242023

BE & MG Pty Ltd

1

Australia100100

BR & I Pty Ltd

1

Australia100100

Broadspectrum (East Timor) Pty Ltd

1

Australia100100

Broadspectrum (Finance) Pty Ltd

1, 2

Australia100100

Broadspectrum (Holdings) Pty Ltd

1, 2

Australia100100

Broadspectrum (International) Pty Ltd

1, 2

Australia100100

Broadspectrum (Oil & Gas) Pty Ltd

1, 2

Australia100100

Broadspectrum (USM) Holdings Pty Ltd

1

Australia100100

Broadspectrum Australia (QLD) Pty Ltd

1

Australia100100

Broadspectrum Escrow Pty Ltd

1

Australia100100

Broadspectrum Holdings (Delaware) Pty Ltd

1

Australia100100

Broadspectrum Pty Ltd

1, 2

Australia100100

Broadspectrum Services Pty Ltd

1

Australia100100

BRS Holdco Pty Ltd

1, 2

Australia100100

ChargePoint Pty Limited

1

Australia100100

Delron Cleaning Pty Ltd

1, 2

Australia100100

Delron Group Facility Services Pty Limited

1, 2

Australia100100

Eastern Catering Services Holdings Pty Ltd

1

Australia100100

Eastern Catering Services Pty Ltd

1

Australia100100

Eastern Pressure Control Pty LtdAustralia5151

Eastern Well Rigs Pty Ltd

1

Australia100100

Eastern Well Service No 2 Pty Ltd

1

Australia100100

Easternwell Drilling Holdings Pty Ltd

1

Australia100100

Easternwell Drilling Services Assets Pty Ltd

1

Australia100100

Easternwell Drilling Services Labour Pty Ltd

1

Australia100100

Easternwell Drilling Services Holdings Pty Ltd

1

Australia100100

Easternwell Energy Rigs Pty Ltd

1

Australia100100

Easternwell Group Assets Pty Ltd

1, 2

Australia100100

Easternwell Group Investments Pty Limited

1, 2

Australia100100

Easternwell Group Operations Pty Ltd

1, 2

Australia100100

Easternwell Group Pty Ltd

1, 2

Australia100100

Easternwell WA Pty Ltd

1, 2

Australia100100

Gorey & Cole Drillers Pty Ltd

1

Australia100100

Gorey & Cole Holdings Pty Ltd

1

Australia100100

ICD (Asia Pacific) Pty Limited

1

Australia100100

Landscape Solutions Pty LimitedNew Zealand100-

O.G.C. Services Pty Ltd

1

Australia100100

Piver Pty Ltd

1, 2

Australia100100

Silcar Pty Ltd

1

Australia100100

Ten Rivers Pty Ltd

1

Australia100100

TS (Procurement) Pty Ltd

1

Australia100100

Ven Air Pty Ltd

1

Australia100100

Ventia Asset Infrastructure Services Pty Limited

1, 2

Australia100100

Ventia Australia Pty Ltd

1, 2

Australia100100

Ventia Environmental Services Pty Limited

1

Australia100100

Ventia Finco Pty Limited

1, 2

Australia100100

Ventia Holdings I Pty Limited

1, 2

Australia100100

Ventia IP Holdings Pty Ltd

1

Australia100100

Ventia Leasing Pty Limited

1

Australia100100

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| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Interest Held %

Name of EntityCountry of Incorporation20242023

Ventia Property Pty Ltd

1, 2

Australia100100

Ventia Pty Limited

1, 2

Australia100100

Ventia Services Group EIP Pty Ltd

1

Australia100100

Ventia Services Pty Ltd

1, 2

Australia100100

Ventia Solutions Pty Limited

1, 2

Australia100100

Ventia Training Pty Ltd

1

Australia100100

Ventia Utility Services Pty Limited

1, 2

Australia100100

Vision Hold Pty Limited

1

Australia100100

Visionstream Australia Pty Limited

1, 2

Australia100100

Visionstream Pty Limited

1,2

Australia100100

Visionstream Services Pty Limited

1, 2

Australia100100

Transfield Services (Asia) Sdn Bhd

3

Malaysia-100

Silcar Nouvelle-Caledonie SAS

3

New Caledonia-100

BRS (NZ Holdings) LimitedNew Zealand100100

BRS (NZ) LimitedNew Zealand100100

TSNZ Pulp & Paper Maintenance LimitedNew Zealand100100

Ventia NZ LimitedNew Zealand100100

Ventia NZ Operations LimitedNew Zealand100100

Ventia Pty Limited (NZ Branch)New Zealand100100

Visionstream NZ LtdNew Zealand100100

Ventia Deco LLCUnited States of America100100

1. Entities included in the Tax Consolidated Group.

2. Entities party to the Deed of Cross Guarantee, pursuant to the Instrument, with Ventia Services Group Limited as the holding entity under the Deed.

3. The entities were deregistered during FY24.

5.5 Parent entity information

As at, and throughout the financial year ended 31 December 2024, the parent entity of the Group was Ventia Services Group

Limited. A Statement of Profit or Loss and Statement of Financial Position for the Company are set out below:

2024

$’m

2023

$’m

Profit after income tax161.4162.6

Total comprehensive income161.4162.6

31 December

2024

$’m

31 December

2023

$’m

Total current assets-11.1

Total non-current assets490.6464.3

To t a l a s s e t s490.6475.4

Total current liabilities76.569.3

Total non-current liabilities––

Total liabilities76.569.3

Net assets414.1406.1

Share capital374.5374.5

Reserves9.65.6

Retained earnings30.026.0

Total equity414.1406.1

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VENTIA ANNUAL REPORT 2024 |

Guarantees

The parent entity has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of

certain subsidiaries. Further details on the Deed of Cross Guarantee and the subsidiaries subject to the Deed are disclosed in

Note 5.4.1.

Other guarantees held by the parent entity are the same as those held by the Group as disclosed in Note 6.1.

Commitments for capital expenditure and contingent liabilities

The parent entity does not have any commitments or contingent liabilities (2023: nil), except as disclosed in Note 6.1.

5.6 Related parties

Related parties are persons or entities that are related to the Group as defined by AASB 124 Related Party Disclosures. This note

provides information about transactions with related parties during the year.

Transactions within the Group

During the year and previous years, subsidiaries of Ventia Services Group Limited advanced loans to, received and repaid loans

from, and provided treasury, accounting, legal, taxation, and administrative services to other Group entities.

Group entities also exchanged goods and services in sale and purchase transactions. All transactions occurred on the basis

of normal commercial terms and conditions. Balances and transactions between the Company and its subsidiaries, which are

related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

Transactions with related parties

The Group entered into transactions with its joint arrangements during the year. The following table provides the total amount of

transactions that have been entered into with other related parties and outstanding balances at the end of reporting period:

2024

Revenue

$’000

Expenses

$’000

Current

Receivables

$’000

Non-Current

Receivables

$’000

Current

Payables

$’000

Joint arrangements59,53654,7555,1894,9301,033

59,53654,7555,1894,9301,033

2023

Revenue

$’000

Expenses

$’000

Current

Receivables

$’000

Non-Current

Receivables

$’000

Current

Payables

$’000

Joint arrangements65,74367,2435,7628,2856,407

65,7436 7, 24 35,7628,2856,407

All related party relationships are based on normal commercial arm's length terms. None of the non-executive directors were, or

are, involved in any procurement of these products and services.

Key Management Personnel compensation

All transactions with Directors and Key Management Personnel (including their related parties) were conducted on an arm’s length

basis in the ordinary course of business and under normal terms and conditions for customers and employees.

The total compensation of Key Management Personnel (KMP) is as follows:

2024

$’000

2023

$’000

Short-term employee benefits4,6884,429

Post-employment benefits218192

Other long-term benefits-36

Share-based payments1,2821,520

6,1886,177

Details of equity instruments provided as compensation to KMP and shares issued on exercise of these instruments, together with

the terms and conditions of the instruments, are disclosed in the Remuneration Report.

164
| FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6. Other

6.1 Contingent liabilities

6.1.1 Indemnities

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

31 December

2024

$’m

31 December

2023

$’m

Insurance, performance and payment bonds460.5392.5

6.1.2 Legal claims

Legal, commercial and regulatory matters may arise in the ordinary course of business. The Directors consider that appropriate

provisions have been raised to reflect expected cost for the resolution and finalisation of open matters and therefore no

contingent liabilities for potential settlements, fines or judgements have been noted, other than the matters below.

6.1.3 Gateway Motorway project

Claims have been made by Queensland Motorways Pty Limited (QML) in the Supreme Court of Queensland against various parties,

including the head design, construction and maintenance contractors of the Gateway Motorway project (D&C Contractor) in

relation to alleged defects in the motorway upgrade project.

Two companies in which the Group has an interest, Visionstream Australia Pty Limited (VA) (a wholly-owned subsidiary) and

Gateway Motorway Services Pty Limited (GMS) (a 50/50 joint venture company), independently provided services to the D&C

Contractor in connection with the project. The D&C Contractor has sought to pass down the nature and the value of certain claims

made against it by QML to VA, and separately GMS.

Both VA and GMS have respectively served their defence to each allegation, denying all liability. The effect of contractual liability

caps, any applicable insurance cover and other relevant matters, will need to be considered.

The works performed by VA relate to intelligent transport signage, electrical works and light poles, with a subcontract value of

$38 million. Based on documents currently filed in court in connection with the existing litigation, the Group understands the

quantum of a claim against VA could be in the order of $64 million, based on other parties’ estimates for (a) the potential future

cost to rectify alleged defects and (b) the associated lane occupancy fees to perform rectification works.

The potential outcome of the proceedings cannot be determined at this stage.

6.1.4 Australian Competition and Consumer Commission proceedings

In December 2024, the Australian Competition and Consumer Commission (ACCC) started civil proceedings in the Federal Court

against Ventia Australia Pty Ltd (VAPL, a wholly-owned subsidiary) and two employees, alleging contraventions of the Australian

competition law provisions for services provided to the Department of Defence (Defence).

The ACCC alleges that in 2020 and 2022, VAPL made and gave effect to, or attempted to make arrangements or understandings

containing provisions which had the purpose, effect or likely effect of fixing, controlling or maintaining the prices at which services

would be supplied to Defence under specific programs of works.

On the basis of information currently known to the Group, the Group intends to defend the proceedings. The potential outcome of

the proceedings cannot be determined at this stage.

Key estimates and judgements

Judgement is required in determining if the probability of outflow is between remote, where no disclosure is required,

and probable, where provision recognition is required, and determining if an obligation cannot be measured with sufficient

reliability for disclosure as a contingent liability.

Management considers historic experience on similar proceedings and other information available such as legal opinion and

expert determination.

165
VENTIA ANNUAL REPORT 2024 |

6.2 Auditors’ remuneration

The auditors’ remuneration for the Group is as follows:

2024

$’000

2023

$’000

Deloitte Touche Tohmatsu and related network firms

Audit or review of financial statements

Group1,2571,410

Subsidiaries and joint operations6865

Total audit or review 1,3251,475

Sustainability assurance90-

Other assurance and agreed-upon procedures under other legislation or contractual agreements8854

Other services:

Other non-assurance services-59

Total other services178113

1,5031,588

6.3 Events after the reporting period

6.3.1 2024 final dividend

Since the end of the financial year, the Directors have resolved to pay a final dividend of 10.63 cents per fully paid ordinary share,

80% franked at 30% tax rate.

In accordance with AASB 110 Events after the Reporting Period, the proposed final dividend is not recognised as a liability as at

31 December 2024.

6.3.2 Divestment of Toowoomba Second Range Crossing

In January 2025, the Group entered into an agreement with a Joint Venture between ACCIONA and Ferrovial for the novation of the

operation and maintenance contract and all associated public private partnership (PPP) agreements on the Toowoomba Second

Range Crossing contract, which was acquired as part of the acquisition of Broadspectrum in 2020.

The consideration for the divestment was $6.3 million. At 31 December 2024, the Group held provisions associated with this

contract, which will be unwound as a result of the novation. The novation is anticipated to result in a gain of $20-25 million in 2025,

which will be recognised as a significant item in the financial statement for the period ending 30 June 2025. Ventia will publish an

underlying 30 June 2025 NPATA based on Group performance excluding the one-off impact.

Unless disclosed elsewhere in the Consolidated Financial Statements, no other material matter or circumstance has arisen since

31 December 2024 that has significantly affected or may significantly affect:

• The Group’s operations in future financial years;

• The results of those operations in future financial years; or

• The Group’s state of affairs in future financial years.

166
| FINANCIAL REPORT

The consolidated entity disclosure statement is required by section 295(3A) of the Corporations Act 2001. It includes disclosures

about entities consolidated within the Ventia Services Group as at 31 December 2024, including details about the tax residency

of each entity.

The consolidated entity disclosure statement sets out the complete list of Ventia Services Group controlled entities as at

31 December 2024 as detailed in the table below.

Joint ventures (as determined under the accounting standards) are not consolidated as controlled entities in the Ventia

Ser vices Group.

Entity NameEnt it y Ty p e

Ownership

interest

Country of

Incorporation

Tax Residency

(Australia

or Foreign

Jurisdiction)

BE & MG Pty LtdBody corporate100%AustraliaAustralia

BR & I Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum (East Timor) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum (Finance) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum (Holdings) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum (International) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum (Oil & Gas) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum (USM) Holdings Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum Australia (QLD) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum Escrow Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum Holdings (Delaware) Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum Pty LtdBody corporate100%AustraliaAustralia

Broadspectrum Services Pty LtdBody corporate100%AustraliaAustralia

BRS (NZ Holdings) LimitedBody corporate100%New ZealandNew Zealand

BRS (NZ) LimitedBody corporate100%New ZealandNew Zealand

BRS Holdco Pty LtdBody corporate100%AustraliaAustralia

ChargePoint Pty LimitedBody corporate100%AustraliaAustralia

Delron Cleaning Pty LtdBody corporate100%AustraliaAustralia

Delron Group Facility Services Pty LimitedBody corporate100%AustraliaAustralia

Eastern Catering Services Holdings Pty LtdBody corporate100%AustraliaAustralia

Eastern Catering Services Pty LtdBody corporate100%AustraliaAustralia

Eastern Pressure Control Pty LtdBody corporate51%AustraliaAustralia

Eastern Well Rigs Pty LtdBody corporate100%AustraliaAustralia

Eastern Well Service No 2 Pty LtdBody corporate100%AustraliaAustralia

Easternwell Drilling Holdings Pty LtdBody corporate100%Australia

Australia

Easternwell Drilling Services Assets Pty LtdBody corporate100%AustraliaAustralia

Easternwell Drilling Services Holdings Pty LtdBody corporate100%AustraliaAustralia

Easternwell Drilling Services Labour Pty LtdBody corporate100%AustraliaAustralia

Easternwell Energy Rigs Pty LtdBody corporate100%AustraliaAustralia

Easternwell Group Assets Pty LtdBody corporate100%AustraliaAustralia

Easternwell Group Investments Pty LimitedBody corporate100%AustraliaAustralia

Easternwell Group Operations Pty LtdBody corporate100%AustraliaAustralia

Easternwell Group Pty LtdBody corporate100%AustraliaAustralia

Easternwell WA Pty LtdBody corporate100%AustraliaAustralia

Gorey & Cole Drillers Pty LtdBody corporate100%AustraliaAustralia

Gorey & Cole Holdings Pty LtdBody corporate100%AustraliaAustralia

ICD (Asia Pacific) Pty LimitedBody corporate100%AustraliaAustralia

Landscape Solutions Pty LimitedBody corporate100%New ZealandNew Zealand

O.G.C. Services Pty LtdBody corporate100%AustraliaAustralia

Piver Pty LtdBody corporate100%AustraliaAustralia

Silcar Pty LtdBody corporate100%AustraliaAustralia

Consolidated Entity Disclosure Statement

167
VENTIA ANNUAL REPORT 2024 |

Entity NameEnt it y Ty p e

Ownership

interest

Country of

Incorporation

Tax Residency

(Australia

or Foreign

Jurisdiction)

Ten Rivers Pty LtdBody corporate100%AustraliaAustralia

TS (Procurement) Pty LtdBody corporate100%AustraliaAustralia

TSNZ Pulp & Paper Maintenance LimitedBody corporate100%New ZealandNew Zealand

Ven Air Pty LtdBody corporate100%AustraliaAustralia

Ventia Asset Infrastructure Services Pty LimitedBody corporate100%AustraliaAustralia

Ventia Australia Pty LtdBody corporate100%AustraliaAustralia

Ventia Deco LLCBody corporate100%USAUSA

Ventia Environmental Services Pty LimitedBody corporate100%AustraliaAustralia

Ventia Finco Pty LimitedBody corporate100%AustraliaAustralia

Ventia Holdings I Pty LimitedBody corporate100%AustraliaAustralia

Ventia IP Holdings Pty LtdBody corporate100%AustraliaAustralia

Ventia Leasing Pty LimitedBody corporate100%AustraliaAustralia

Ventia NZ LimitedBody corporate100%New ZealandAustralia

Ventia NZ Operations LimitedBody corporate100%New ZealandAustralia

Ventia Property Pty LtdBody corporate100%AustraliaAustralia

Ventia Pty LimitedBody corporate100%AustraliaAustralia

Ventia Services Group EIP Pty LtdBody corporate100%AustraliaAustralia

Ventia Services Pty LtdBody corporate100%AustraliaAustralia

Ventia Solutions Pty LimitedBody corporate100%AustraliaAustralia

Ventia Training Pty LtdBody corporate100%AustraliaAustralia

Ventia Utility Services Pty LimitedBody corporate100%AustraliaAustralia

Vision Hold Pty LimitedBody corporate100%AustraliaAustralia

Visionstream Australia Pty LimitedBody corporate100%AustraliaAustralia

Visionstream NZ LtdBody corporate100%New ZealandAustralia

Visionstream Pty LimitedBody corporate100%Australia

Australia

Visionstream Services Pty LimitedBody corporate100%AustraliaAustralia

Entities where tax residency differed from country of incorporation

Section 295(3A) of the Corporations Act 2001 requires disclosure of the tax residency of each entity included in the consolidated

entity disclosure statement. In certain cases, determination of tax residency involves judgement as it can be fact dependent

and subject to interpretation, requiring consideration of matters such as location of central management and control or place of

effective management. Ventia applied the following interpretations in determining tax residency:

• Australian tax residency has been assessed based on current legislation and judicial precedent, having regard to the

Commissioner of Taxation’s existing public guidance.

• Foreign tax residency has been assessed based on applicable foreign legislation, judicial precedent and regulatory guidance.

168
| FINANCIAL REPORT

In the opinion of the Directors of Ventia Services Group Limited (Company):

a. t here are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and

payable;

b. t he attached Consolidated Financial Statements are in compliance with International Financial Reporting Standards, as stated

in Note 1.1 to the Consolidated Financial Statements;

c. the attached Consolidated Financial Statements and notes thereto are in accordance with the Corporations Act 2001, including

compliance with accounting standards and giving a true and fair view of the financial position and performance of the Group;

d. t he Consolidated Entity Disclosure Statement as at 31 December 2024 set out on pages 166 to 167 is true and correct; and

e. t he Directors have been given the declarations required by Section 295A of the Corporations Act 2001.

At the date of this declaration, the Company is within the class of companies affected by ASIC Corporations (Wholly-owned

Companies) Instrument 2016/785. The nature of the Deed of Cross Guarantee is such that each company which is party to the

Deed guarantees to each creditor payment in full of any debt in accordance with the Deed of Cross Guarantee.

In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the Instrument

applies, as detailed in Notes to the Consolidated Financial Statements will, as a group, be able to meet any obligations or liabilities

to which they are, or may become, subject by virtue of the Deed of Cross Guarantee.

Signed in accordance with a resolution of the Directors made pursuant to Section 295(5) of the Corporations Act 2001.

On behalf of the Directors.


David Moffatt

Chairman

18 February 2025

Directors’ Declaration

169
VENTIA ANNUAL REPORT 2024 |

Independent auditor's report

170
| FINANCIAL REPORT

171
VENTIA ANNUAL REPORT 2024 |

172
| FINANCIAL REPORT

173
VENTIA ANNUAL REPORT 2024 |

Pictured: Member of our Rig & Well Services team at our workshop in Withcott, Qld
174

| OTHER INFORMATION

Other

information

Shareholder Information
The following information is provided regarding the Issued Capital of Ventia as at 29 January 2025:

The Issued Capital consisted of 855,484,445 fully-paid ordinary shares. Ventia’s fully paid ordinary shares are listed on the

Australian Securities Exchange (ASX) under the code “VNT”, with a secondary listing on the New Zealand Exchange (NZX). Holders

of Ventia’s fully paid ordinary shares have, at general meetings, one vote for each fully paid ordinary share held by them.

Unmarketable parcels

There were 128 holders of less than a marketable parcel of 129 shares.

Distribution schedule of ordinary shares

RangeTotal holdersSecuritiesPercentage

1 - 1,0002,0451,018,4730.12

1,001 - 5,0004,98613,343,0551.56

5,001 - 10,0002,30417,513,1542.05

10,001 - 100,0002,46057,979,8866.78

100,001 Over97765,629,87789.50

To t a l11,892855,484,445100.0

20 largest holders of ordinary shares

RankNameSecuritiesPercentage

1HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED258,004,88030.16

2J P MORGAN NOMINEES AUSTRALIA PTY LIMITED189,927,20522.20

3CITICORP NOMINEES PTY LIMITED.180,609,69421.11

4NATIONAL NOMINEES LIMITED30,977,0393.62

5VENTIA SERVICES EIP PTY LTD19,768,6442.31

6HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA11,929,2641.39

7BNP PARIBAS NOMS PTY LTD9,399,8831.10

8BNP PARIBAS NOMINEES PTY LTD <AGENCY LENDING A/C>6,799,8380.79

9BNP PARIBAS NOMINEES PTY LTD <AGENCY LENDING COLLATERAL>5,338,1000.62

10HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 24,693,2120.55

11CITICORP NOMINEES PTY LIMITED <143212 NMMT LTD A/C>4,557,3210.53

12BNP PARIBAS NOMINEES PTY LTD <HUB24 CUSTODIAL SERV LTD>3,879,5830.45

13MR RICHARD OLIVIER KELLEWAY3,773,5250.44

14UBS NOMINEES PTY LTD3,118,9660.36

15IOOF INVESTMENT SERVICES LIMITED 2,602,6140.30

16HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED2,540,8460.30

17HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO EDA1,793,7670.21

18MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED1,736,1130.20

19BNP PARIBAS NOMS PTY LTD <GLOBAL MARKETS>1,536,8700.18

20NETWEALTH INVESTMENTS LIMITED 1,492,2930.17

Totals: Top 20 holders of FULLY PAID ORDINARY SHARES (Total)744,479,65787. 0 2

Total Remaining Holders Balance111,004,78812.98

175

VENTIA ANNUAL REPORT 2024 |

Substantial Shareholders of Ventia
Substantial Shareholder Effective Date Securities Percentage

State Street Corporation and subsidiaries 20/01/202546,546,9835.44%

Vanguard Group23/12/202451,408,4616.09%

Aware Super Pty Ltd13/12/202445,118,0925.27%

Blackrock Group27/05/202443,126,8425.04%

The Capital Group Companies5/05/202347,276,7585.53%

Disclaimer

The information in this annual report is given in good faith

and derived from sources believed to be accurate at this

date but no warranty of accuracy or reliability is given and

no responsibility arising in any way, including for reason of

negligence for errors or omission herein is accepted by Ventia

Services Group Limited or its respective officers. This annual

report is general advice and does not take into account

the particular investment objectives, financial situation or

particular needs of the investor. Before making any investment

in Ventia, the investor or prospective investor should consider

whether such an investment is appropriate to their particular

investment needs, objectives and financial circumstances and

consult and investment advisor if necessary.

Investor Information

Website access

Ventia’s Investor Centre is available online at

www.ventia.com/investor-centre

The Investor Centre provides easy access to important

information about Ventia’s performance, including annual

reports, investor presentations, share price graphs and general

security holder information. The Share Registry section in our

Investor Centre also provides access to update your details

with the Share Registry, Computershare, including:

• checking your holding balance;

• viewing, saving or printing interest payment summaries,

transaction summaries and dividend statements for

shareholders;

• updating or amending your bank account details;

• electing to receive communications electronically; and

• downloading a variety of forms.

Share Registry

Shareholders with enquiries about their shareholdings can

also contact Ventia's Share Registry:

Computershare Investor Services Pty Limited

GPO Box 2975

Melbourne Victoria 3001 Australia

Telephone: 1300 850 505 (free call within Australia)

International: +61 3 9415 4000

Website: www-au.computershare.com/investor

When communicating with the Share Registry, it will assist

if you can quote your current address together with your

Security Reference Number (SRN) or Holder Identification

Number (HIN) as shown on your Issuer Sponsored/CHESS

statements.

Computershare also offers shareholders the ability to register

and create a portfolio view of their holdings, registration is

free. To create a portfolio, please go to

www-au.computershare.com/investor

Final share dividend

The final dividend of 10.63 cents per share, franked to 80%,

will be paid on 7 April 2025. The total dividend for 2024 is

19.98 cents. The final dividend is paid on a 75% payout

ratio of NPATA, for the period from 1 January 2024 to

31 December 2024. As the final dividend will only be paid via

direct credit, Australian and New Zealand shareholders need

to nominate a bank, building society or credit union account

within these jurisdictions. Payments are electronically credited

on the dividend payment date and confirmed by a mailed or

electronic payment advice. Payment instructions can either be

lodged online or an appropriate form can be downloaded from

Computershare's website.

On-market buy back

On 19 February 2025, Ventia announced its intention to

undertake an on-market buy back of up to $100 million.

176

| OTHER INFORMATION

Corporate Directory
Ventia Services Group Limited

ABN 53 603 253 541

Level 8

80 Pacific Highway

North Sydney NSW 2060

Website

www.ventia.com

Investor Relations

www.ventia.com/investor-centre

Email: investors@ventia.com

Directors of Ventia Services Group Limited

David Moffatt (Chairman)

Dean Banks (Managing Director and Group CEO)

Jeff Forbes

Sibylle Krieger

Damon Rees

Lynne Saint

Anne Urlwin

Company Secretary

Jill Hardiman

Amy Jackson (appointed 10 February 2025)

Corporate Governance Statement

Our Corporate Governance Statement is in the Corporate Governance section of our website

www.ventia.com/who-we-are/corporate-governance

Annual General Meeting

Ventia's Annual General Meeting is scheduled to be held on Thursday 22 May 2025.

Closing date for the receipt of nominations from persons wishing to be considered for election as a Director is Monday 17 March 2025.

177

VENTIA ANNUAL REPORT 2024 |

Aotearoa New Zealand Climate Standard 1
Climate-related Disclosures (NZ CS 1) - Index

Disclosure objectiveCategoryProvisionReference location

Theme: Governance

6. To enable primary users to

understand both the role an

entity’s governance body plays

in overseeing climate-related

risks and climate-related

opportunities, and the role

management plays in assessing

and managing those climate-

related risks and opportunities.

7. Disclosures

(a) t he identity of the governance body responsible

for oversight of climate-related risks and

opportunities

2024 Annual Report – page 79

(b) a description of the governance body’s oversight

of climate-related risks and opportunities

2024 Annual Report – page 79

(c) a description of management’s role in assessing

and managing climate-related risks and

opportunities

2024 Annual Report – page 79

8. Governance

Body Oversight

(a) t he processes and frequency by which the

governance body is informed about climate-

related risks and opportunities

2024 Annual Report – page 79

(b) h ow the governance body ensures that the

appropriate skills and competencies are

available to provide oversight of climate-related

risks and opportunities

2024 Annual Report – page 79

(c) h ow the governance body considers climate-

related risks and opportunities when developing

and overseeing implementation of the entity’s

strategy

2024 Annual Report – page 79

(d) h ow the governance body sets, monitors progress

against, and oversees achievement of metrics and

targets for managing climate-related risks and

opportunities, including whether and if so how,

related performance metrics are incorporated into

remuneration policies

2024 Annual Report

– pages 79-80, 96, 101-110

9. Management's

Role

(a) h ow climate-related responsibilities are

assigned to management-level positions

or committees, and the process and frequency

by which management-level positions or

committees engage with the governance body

2024 Annual Report

– page 79-80

(b) t he related organisational structure(s) showing

where these management-level positions and

committees lie

2024 Annual Report – page 80

(c) t he processes and frequency by which

management is informed about, makes

decisions on, and monitors, climate-related risks

and opportunities.

2024 Annual Report – page 79

Theme: Strategy

10. To enable primary users

to understand how climate

change is currently impacting

an entity and how it may do so

in the future. This includes the

scenario analysis an entity has

undertaken, the climate-related

risks and opportunities an entity

has identified, the anticipated

impacts and financial impacts

of these, and how an entity will

position itself as the global and

domestic economy transitions

towards a low-emissions,

climate-resilient future.

11. Disclosures

(a) a description of its current climate-related

impacts

2024 Annual Report – page 74

(b) a description of the scenario analysis it has

undertaken

2024 Annual Report – page 74

2024 Sustainability Databook

tab “Climate Scenarios”

(c) a description of the climate-related risks and

opportunities it has identified over the short,

medium, and long term

2024 Annual Report

– pages 74-77

(d) a description of the anticipated impacts

of climate-related risks and opportunities

Ventia has elected to use Adoption

provision 2 under NZ CS 2

(e) a description of how it will position itself as the

global and domestic economy transitions towards

a low-emissions, climate-resilient future state

2024 Annual Report

– pages 15-17, 37-39, 74

178

| OTHER INFORMATION

Disclosure objectiveCategoryProvisionReference location
12. Current

Impacts and

Financial

Impacts

(a) its current physical and transition impacts2024 Annual Report

– pages 72-77

(b) t he current financial impacts of its physical

and transition impacts identified in (a)

2024 Annual Report – page 74

(c) i f the entity is unable to disclose quantitative

information for paragraph (b), an explanation

of why that is the case

2024 Annual Report – page 74

13. Scenario

Analysis

Undertaken

An entity must describe the scenario analysis it

has undertaken to help identify its climate-related

risks and opportunities and better understand

the resilience of its business model and strategy.

This must include a description of how an entity

has analysed, at a minimum, a 1.5 degrees Celsius

climate-related scenario, a 3 degrees Celsius

or greater climate-related scenario, and a third

climate-related scenario

2024 Annual Report – page 74

2024 Sustainability Databook

tab “Climate Scenarios”

14. Climate-

related Risks and

Opportunities

(a) h ow it defines short, medium and long term and

how the definitions are linked to its strategic

planning horizons and capital deployment plans

2024 Annual Report – page 74

(b) whether the climate-related risks and

opportunities identified are physical or

transition risks or opportunities, including,

where relevant, their sector and geography

2024 Annual Report

– pages 74-77

(c) h ow climate-related risks and

opportunities ser ve as an input to its

internal capital deployment and funding

decision-making processes

2024 Annual Report – page 74

15. Anticipated

Impacts and

Financial

Impacts

(a) t he anticipated impacts of climate-related

risks and opportunities reasonably expected

by the entity

Ventia has elected to use

Adoption provision 2

under NZ CS 2

(b) t he anticipated financial impacts of

climate-related risks and opportunities

reasonably expected by an entity

Ventia has elected to use Adoption

provision 2 under NZ CS 2

(c) a description of the time horizons over

which the anticipated financial impacts

of climate-related risks and opportunities

could reasonably be expected to occur

Ventia has elected to use Adoption

provision 2 under NZ CS 2

(d) i f an entity is unable to disclose quantitative

information for paragraph (b), an explanation

of why that is the case

Ventia has elected to use Adoption

provision 2 under NZ CS 2

16. Transition

Plan Aspects of

Its Strategy

(a) a description of its current business model

and strategy

2024 Annual Report

– pages 15-17

(b) t he transition plan aspects of its strategy,

including how its business model and strategy

might change to address its climate-related risks

and opportunities

2024 Annual Report

– pages 41-43, 77

(c) the extent to which transition plan aspects

of its strategy are aligned with its internal

capital deployment and funding

decision-making processes

2024 Annual Report

– pages 37-39, 77

179

VENTIA ANNUAL REPORT 2024 |

Disclosure objectiveCategoryProvisionReference location
Theme: Risk Management

17. To enable primary users

to understand how an entity’s

climate-related risks are

identified, assessed, and

managed and how those

processes are integrated into

existing risk management

processes.

18. Disclosures

(a) a description of its processes for identifying,

assessing and managing climate-related risks

2024 Annual Report – page 74

(b) a description of how its processes for

identifying, assessing, and managing

climate-related risks are integrated into its

overall risk management processes.

2024 Annual Report – page 74

19. An entity

must include

the following

information

when describing

its processes

for identifying,

assessing and

managing

climate-related

risks (see

paragraph 18(a)):

(a) the tools and methods used to identify, and to

assess the scope, size, and impact of, its

identified climate-related risks

2024 Annual Report – page 74

(b) t he short-term, medium-term, and

long-term time horizons considered,

including specifying the duration of each

of these time horizons

2024 Annual Report – page 74

(c) whether any parts of the value chain

are excluded

2024 Annual Report – page 74

(d) the frequency of assessment2024 Annual Report – page 77

(e) i ts processes for prioritising climate-related risks

relative to other types of risks

2024 Annual Report – page 74

Theme: Metrics and Targets

20. To enable primary users

to understand how an entity

measures and manages its

climate-related risks and

opportunities. Metrics and

targets also provide a basis

upon which primar y users

can compare entities within a

sector or industr y.

21. Disclosures(a) the metrics that are relevant to all entities

regardless of industry and business model

2024 Annual Report

– pages 40-41

2024 Sustainability Databook

(b) i ndustry-based metrics relevant to its industry

or business model used to measure and manage

climate-related risks and opportunities

No industry-based

metrics used

(c) a ny other key performance indicators used

to measure and manage climate-related risks

and opportunities

2024 Annual Report

– pages 36, 40-41, 81

(d) t he targets used to manage climate-related risks

and opportunities, and performance against

those targets

2024 Annual Report

– pages 36-37, 81

22. Metric

Categories

(a) g reenhouse gas (GHG) emissions: gross

emissions in metric tonnes of carbon dioxide

equivalent (CO2e) classified as:

i. s cope 1

ii. scope 2 (calculated using the

location-based method)

iii. s cope 3

2024 Annual Report

– pages 40-41

2024 Sustainability Databook

tab “Environment Data”

(b) GHG emissions intensity2024 Annual Report – page 41

2024 Sustainability Databook

tab “Environment Data”

(c) t ransition risks: amount or percentage of

assets or business activities vulnerable to

transition risks

2024 Annual Report – page 74

No metric established

(d) p hysical risks: amount or percentage of assets or

business activities vulnerable to physical risks

2024 Annual Report – page 74

No metric established

(e) c limate-related opportunities: amount or

percentage of assets, or business activities

aligned with climate-related opportunities

2024 Annual Report – page 74

No metric established

(f) c apital deployment: amount of capital

expenditure, financing, or investment deployed

toward climate-related risks and opportunities

2024 Annual Report – page 74

No metric established

(g) i nternal emissions price: price per metric tonne

of CO2e used internally by an entity

2024 Annual Report

– pages 44, 77

Internal trial underway

180

| OTHER INFORMATION

Disclosure objectiveCategoryProvisionReference location
(h) r emuneration: management remuneration

linked to climate-related risks and opportunities

in the current period, expressed as a percentage,

weighting, description

2024 Annual Report

– pages 79-80, 101-110

23. Targets

(a) the time frame over which the target applies2024 Annual Report

– pages 36-39, 81

(b) a ny associated interim targetsNo interim targets

(c) t he base year from which progress is measured2024 Annual Report

– pages 36, 81

(d) a description of performance against the targets2024 Annual Report

– pages 40, 81

(e) e ach GHG emissions target:

i. whether the target is an absolute target or

intensity target

ii. the entity’s view as to how the target

contributes to limiting global warming to

1.5 degrees Celsius

iii. t he entity’s basis for the view expressed in

ii., including any reliance on the opinion or

methods provided by third parties

iv. the extent to which the target relies on

offsets, whether the offsets are verified

or certified, and if so, under which scheme

or schemes

2024 Annual Report

– pages 36-40

24. GHG

Emissions

(a) a statement describing the standard or

standards that its GHG emissions have been

measured in accordance with

2024 Annual Report – page 41

(b) t he GHG emissions consolidation approach

used: equity share, financial control, or

operational control

2024 Reporting Criteria

(c) t he source of emission factors and the global

warming potential (GWP) rates used or a

reference to the GWP source

2024 Annual Report – page 41

2024 Sustainability Databook

– tab “Environment Data”

2024 Reporting Criteria

(d) a summary of specific exclusions of sources,

including facilities, operations or assets with a

justification for their exclusion

2024 Reporting Criteria

2024 Sustainability Databook

– tab “Environment Data”

25 & 26.

Assurance of

GHG Emissions

Part 7A of the Financial Markets Conduct Act 2013

requires that the disclosure of an entity’s GHG

emissions as required by Aotearoa New Zealand

Climate Standards are the subject of an assurance

engagement. This Standard requires that this

assurance engagement is a limited assurance

engagement at a minimum.

2024 Annual Report

– pages 83-85

a) GHG emissions: gross emissions in metric tonnes

of CO

2

e classified as:

i. s cope 1

ii. scope 2 (calculated using the

location-based method)

iii. s cope 3

2024 Annual Report

– pages 83-85

(b) a dditional requirements for the disclosure of

GHG emissions

2024 Annual Report

– pages 83-85

(c) GHG emissions methods, assumptions and

estimation uncertainty

2024 Annual Report

– pages 83-85

181

VENTIA ANNUAL REPORT 2024 |

Aotearoa New Zealand Climate Standard 3
General Requirements for Climate-related Disclosures (NZ CS 3) – Index

CategoryProvisionReference location

21. Reporting entity

21. Except as otherwise required by Part 7A of the Financial Markets

Conduct Act 2013, an entity must prepare its climate-related disclosures

for the same reporting entity as its financial statements.

2024 Annual Report

– About this report

22. Value chain

22. Climate-related risks and opportunities relate to activities, interactions,

and relationships and to the use of resources along an entity’s value

chain. When considering its exposure to climate-related risks and

opportunities, an entity must consider the exposure of its value chain

as well. Investments that an entity has in other entities, for example,

associates and joint ventures, are also considered to be part of an

entity’s value chain.

2024 Annual Report

– pages 74-77

23. Reporting currency

23. When currency is used as the unit of measure in an entity’s

climate-related disclosures, an entity must use the presentation

currency of its financial statements.

2024 Annual Report – page 126

24-25. Reporting period

24. An entity must prepare its climate-related disclosures for the same

reporting period as its annual financial statements.

2024 Annual Report

– About this report

25. When an entity changes the end of its reporting period, resulting in

a reporting period that is longer or shorter than 12 months, an entity

must disclose the period covered by its climate-related disclosures and:

(a) the reason for using a longer or shorter period; and

(b) t he fact that the climate-related disclosures are not entirely

comparable.

n/a – no change in

reporting period

33 & 37. Materiality

33. An entity must apply judgement to identify the information about

climate-related risks and opportunities that is material to an

entity’s circumstances at each reporting date. Because an entity’s

circumstances change over time, materiality judgements are reassessed

at each reporting date in the light of those changed circumstances.

37. An entity must consider the context in which it operates when making

materiality judgements. Characteristics of the entity’s context include,

but are not limited to, an entity’s geographical location, its industry

sector, or the state of the economy or economies in which an entity

operates. Entities operating in the same context might share a number

of these qualitative factors. Moreover, these qualitative factors could

remain constant over time or could var y. In some circumstances,

if an entity is not exposed to a risk to which other entities in its industry

are exposed, that fact could reasonably be expected to influence its

primary users’ decisions; that is, information about the lack of exposure

to that particular risk could be material information.

2024 Annual Report – page 80

40-42. Comparatives

for metrics

40. For each metric disclosed in the current reporting period an

entity must disclose comparative information for the immediately

preceding two reporting periods.

Ventia has elected to use

Adoption provision 6

under NZ CS 2

41. I f an entity discloses a new metric in the current reporting period,

paragraph 40 does not apply. In such cases the following disclosure

requirements apply.

(a) An entity is not required to disclose comparative information in the

current reporting period of disclosing a new metric.

(b) In the subsequent reporting period, an entity must disclose

comparative information for the new metric for the immediately

preceding reporting period.

(c) From the second reporting period an entity must disclose

comparative information for this metric for the immediately

preceding two reporting periods (that is, the metric is no longer new,

and the requirement in paragraph 40 applies).

Ventia has elected to use

Adoption provision 6

under NZ CS 2

182

| OTHER INFORMATION

CategoryProvisionReference location
42. An entity must disclose an analysis of the main trends evident from

a comparison of each metric from previous reporting periods to the

current reporting period.

Ventia has elected to use

Adoption provision 7

under NZ CS 2

45. Restatement of

comparatives

45. An entity must correct material errors made in previous reporting

periods by restating the comparative information for any previous

reporting period(s) in which the error occurred. The entity must disclose

an explanation of the error and the change. If the error relates solely to

narrative information, an explanation of the error must be disclosed.

Corrections of errors must be made in the first climate statement or group

climate statement authorised for issue after the discovery of the errors.

2024 Annual Report

– pages 40 -41

2024 Sustainability Databook

– tab “Environment Data”

49-50. Methods and

assumptions, and data and

estimation uncertainty

49. An entity must:

(a) provide a description of the methods and assumptions used in the

preparation of its climate-related disclosures where they are not

apparent, including the limitations of those methods.

(b) i dentify aspects of its disclosure (including amounts) that involve

data and estimation uncertainty, disclosing the sources and nature of

data and estimation uncertainties.

50. When deciding how much information to disclose in accordance with

paragraph 49, an entity must focus on those assumptions and other

sources of estimation and data uncertainty that have the most influence

on an entity’s climate-related disclosures, or that require an entity’s

most difficult, subjective or complex judgements.

2024 Annual Report – page 41

2024 Sustainability Databook

– tab “Environment Data”

2024 Reporting Criteria

51. Scenario analysis

methods and assumptions

An entity must disclose the methods and assumptions underlying

the climate-related scenarios used, and the scenario analysis process

employed. The following information must be included when describing the

methods and assumptions underlying the climate-related scenarios used,

and the scenario analysis process employed:

(a) t he climate-related scenarios it has used, including:

i. a brief description of each scenario narrative;

ii. the time horizons considered, including endpoints and whether the

endpoints are determined by a year or a temperature target;

iii. a description of the various emissions reduction pathways in each

scenario and the assumptions underlying pathway development

over time, including the scope of operations covered, policy and

socioeconomic assumptions, macroeconomic trends, energy

pathways, carbon sequestration from afforestation and nature-

based solutions and technology assumptions including negative

emissions technology;

iv. an explanation of why the entity believes the chosen scenarios

are relevant and appropriate to assessing the resilience of the

entity’s business model and strategy to climate-related risks and

opportunities; and

v. the sources of data used to construct each scenario;

b) how the scenario analysis process has been conducted, including:

i. whether scenario analysis is a standalone analysis or integrated

within the entity’s strategy processes;

ii. the governance process used to oversee and manage the scenario

analysis process, including the role of the governance body and

management;

iii. i f modelling has been undertaken, a clear description of what

modelling was undertaken and why the model was chosen as the

appropriate model; and

iv. which external partners and stakeholders are involved.

2024 Annual Report – page 74

2024 Sustainability Databook

– tab “Climate Scenarios”

183

VENTIA ANNUAL REPORT 2024 |

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