What did Ventia Services Group Limited announce?
Ventia Services Group Limited (NZX: VNT) filed “Appendix 4E and 2025 Annual Report” with NZX on 18 February 2026, as a full year results announcement.
From the announcement:“Ventia Services Group Limited (ASX:VNT) today reports its results for the financial year ended 31 December 2025. Attached is the Appendix 4E (Results for announcement to the market) and Annual Report for the financial year ended 31 December 2025.”
- Which company?
- Ventia Services Group Limited (NZX: VNT)
- When was it filed?
- 18 February 2026
- Where is the original?
- NZX announcement
Appendix 4E and 2025 Annual Report
Ventia Services Group Limited
ABN 53 603 253 541
Level 27, 155 Miller Street
North Sydney NSW 2060
AUSTRALIA
ventia.com
ASX and NZX Release
19 February 2026
Appendix 4E and 2025 Annual Report
Ventia Services Group Limited (ASX:VNT) today reports its results for the financial year ended 31
December 2025.
Attached is the Appendix 4E (Results for announcement to the market) and Annual Report for the
financial year ended 31 December 2025.
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
Jay Pleass
General Manager Investor Relations
General Manager Government & Public Affairs
chantal.travers@ventia.com jay.pleass @ventia.com
+61 428 822 375 +61 412 623 578
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
2025
Year ended 31
December
2024
ChangeChange
$'m$'m$'mPercentage
Total revenue6,141.1 6,105.5 35.6
0.6%
Profit from ordinary activities after income tax attributable to members of the parent entity272.2 220.2
52.0 23.6%
Profit after tax attributable to members of the parent entity272.2 220.2 52.0 23.6%
Dividends - Year ended 31 December 2025
Amount per
security
Franked
amount per
securityFranking
Final dividend 12.54 cents11.29 cents90%
Interim dividend10.71 cents9.64 cents90%
Key final dividend datesDate
Ex-dividend date24 February 2026
Record date for determining entitlement to the dividend25 February 2026
Date for payment of dividend9 April 2026
31 December
2025
31 December
2024
Net tangible assets backing per ordinary share(0.73)$ (0.59)$
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 2025 Directors’ Report and
the audited 2025 Financial Report, within the Ventia Services Group Limited Annual Report 2025, lodged with this Appendix 4E.
APPENDIX 4E - Annual Report for the Financial Year Ended 31 December 2025
Results for Announcement to the Market
VENTIA SERVICES GROUP LIMITED
ABN 53 603 253 541
#
Annual Report
2025
About this report
This Annual Report (‘report’) is designed to be read in its entirety. It is a
summar y of Ventia Ser vices Group Limited’s and its controlled entities’
(the Group) operations, performance and financial position for the year
ended 31 December 2025.
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’, ‘2025’ or
‘FY25’ all refer to the year ended 31 December 2025. All dollar figures
are expressed in Australian dollars unless otherwise stated.
This report has been prepared in consideration of the International
Integrated Reporting Council’s (IIRC) International Integrated
Reporting
Framework.
Assurance
The required elements of the Operating and Financial Review (OFR)
on pages 52-65 and Directors’ Report on pages 66-73 are reported
as required by ASIC Regulator y Guide 247. The Remuneration Report
on pages 76-98 and the Financial Report on pages 116-171 have been
independently audited by Deloitte in accordance with Australian
Auditing Standards.
The Sustainability Report on pages 172-197 provides Ventia's climate-
related disclosures as required by the Australian Accounting Standard
A ASB S2 Climate-related Disclosures (the Australian equivalent of IFRS
S2). Specified Sustainability Disclosures included in the Sustainability
Report have been independently reviewed by Deloitte as set out in the
Deloitte review report on pages 198-202. Limited assurance for selected
voluntar y environmental and social metrics within the Annual Report
are set out in the Limited Assurance Report on pages 203-206. Ventia’s
reporting criteria for voluntar y metrics is outlined in the Environmental
and Social basis of preparation for the year ended 31 December 2025,
which can be found on our website at ventia.com/reportingcriteria-25.
Supporting sustainability data is available in our 2025 Sustainability
Databook, which is available on our website at ventia.com/databook-25.
The 2025 Sustainability Databook also contains an Index of sustainability-
related reporting prepared in reference to the Global Reporting Initiative
(GRI) Standards.
Forward-looking statements
Any forward-looking statements are based on Ventia’s current
expectations, best estimates, judgements and assumptions as at the
date of preparation, which are by their nature, subject to significant
uncertainties, many of which are beyond Ventia’s control. These
forward-looking statements are not guarantees or predictions of future
performance, and involve known and unknown risks, which may cause
actual results to differ materially from those expressed in the report.
These may include general economic conditions; changes in government
and policy; actions of regulator y 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; the pace and nature of the global energy transition to a lower-
carbon economy; market conditions; and geopolitical developments.
Ventia advises shareholders and prospective shareholders not to place
undue reliance on these forward-looking statements, which reflect the
views of Ventia only as of the date of this report.
This report includes forward-looking information on Ventia’s
climate
-r
elated transition plans, risks, opportunities, and scenario
analysis. These statements are based on assumptions that may not
eventuate, are subject to uncertainty, and may not reflect the Group's
own expectations. Scenario analysis is indicative only and not a
prediction of outcomes. Due to the long-term nature of sustainability
targets, related forward-looking statements should not be relied upon
as guarantees of future performance. Scenarios may be impacted by
additional factors to the assumptions disclosed.
Actual performance against Ventia's targets, goals or ambitions may be
affected by various risks associated with Ventia's business, the pace of
the transition to a lower-carbon economy, and physical risks associated
with climate change, many of which are beyond Ventia's control.
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 to future performance.
New Zealand Climate Statement exemption
Ventia has received an exemption from New Zealand’s climate-related
disclosure requirements under Part 7A of the Financial Markets Conduct
Act (FMCA). This exemption is issued by the New Zealand Financial
Markets Authority (FMA) and relates to the NZ Climate Standards (NZ
CS), which would otherwise require dual reporting for climate-related
disclosures in both Australia and New Zealand.
The effect of relying on the exemption is that Ventia Services Group
Limited is not required to comply with the climate reporting obligations
(including production and lodgement of climate statements) and record-
keeping obligations imposed under Part 7A of the Financial Markets
Conduct Act 2013 for the financial year ended 31 December 2025.
International Financial Reporting Standards (IFRS)
This report includes both IFRS and non-IFRS financial information.
Non-IFRS measures are not prepared in accordance with accounting
standards and may not be comparable to similar metrics used by other
companies. They are used by management to assess performance and
are presented alongside IFRS data for context. Non-IFRS information
is unaudited.
Third-party information
Certain information contained in this report is based on information
prepared by third parties. Ventia does not make any representations or
warranty that third party material is accurate, complete or up to date.
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.
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.
View
our Annual
Report online
Cover: A member of Ventia's firefighting and rescue team, Edinburgh, South Australia
Right: Members of Ventia's New Zealand team perform a hongi while visiting Wheke, Rapaki Marae in Christchurch, New Zealand
We are Ventia
People are at
the heart of
our success.
Contents
About Ventia 4
Our strategic approach18
Thriving people28
Stronger customers36
Flourishing communities44
Local and diverse supply chain48
Operating and financial review52
Directors' Report 66
Remuneration Report 76
Corporate Governance Statement100
Financial Report116
Sustainability Report17 2
Other information207
3
VENTIA ANNUAL REPORT 2025
4
VENTIA ANNUAL REPORT 2025
ABOUT VENTIA
Auckland
Wellington
Darwin
Perth
Sydney
Adelaide
Hobart
Melbourne
Brisbane
Qld
NT
SA
NSW
ACT
Vic
Tas
WA
Canberra
Auckland
Wellington
Darwin
Perth
Sydney
Adelaide
Hobart
Melbourne
Brisbane
Qld
NT
SA
NSW
ACT
Vic
Tas
WA
Canberra
A b out Ve nt i a
Ventia is a leading essential services provider, dedicated
to making infrastructure work for communities across
Australia and New Zealand. We are proud to be listed
on the Australian Securities Exchange (ASX) as a
top 200 company, with a secondary listing on the
New Zealand Exchange (NZX).
With more than 50 years’ of industry experience, Ventia
delivers long-term operations, maintenance, and management
of critical public and private assets across four key sectors:
Defence and Social Infrastructure, Infrastructure Services,
Telecommunications, and Transport. Our diverse heritage
and strong track record reflects our commitment to service
excellence and positive community impact.
Today, we have a diverse workforce of 35,000 employees
and subcontractors, operating across more than 400 sites
throughout Australia and New Zealand. This extensive
footprint
enables us to deliver a broad range of services
with agility and scale.
Key
Ventia work sites across Australia and New Zealand
35,000
Workforce of employees and subcontractors
400+
Project sites throughout Australia and New Zealand
40%+
of our people work in regional and rural areas
Pictured: Members of our Telecommunications team in Hobart, Tasmania
5
VENTIA ANNUAL REPORT 2025
CONTENTS
MARCH
Defence Base Services extension
~$270m
7-month extension from 1 July 2025
to January 2026 to provide estate
maintenance, living services and support
capability to the Australian Department
of
Defence.
DEFENCE AND SOCIAL INFRASTRUCTURE
JUNE
Tuatahi First Fibre contract
~$100m
5-year contract to deliver fibre
build, customer connections and
maintenance across New
Zealand.
TELECOMMUNICATIONS
APRIL
Transgrid Delivery Services panel
~$240m
3-year delivery services
panel contract with opportunity
for Ventia to deliver projects across
Transgrid's transmission network,
including lines, substations,
commissioning and testing.
INFRASTRUCTURE SERVICES
JUNE
Fibre to the Node (FTTN) x 2
~$1.1b
3.5-year contracts + 2-year extension
options to deliver fibre upgrade
works across Qld, NSW, ACT and Tas
as part of nbn's program to upgrade
the remaining FTTN premises to
the
network.
TELECOMMUNICATIONS
Key wins in 2025
Significant contracts secured across
Ventia's core sectors in FY25.
FEBRUARY
nbn Field Module contract
~$2.1b
5-year contract with 2 + 1-year
extension options to deliver
maintenance and customer
activation services across the
nbn®
network in all of Qld, NSW,
ACT and Tas.
TELECOMMUNICATIONS
Pictured: Telecommunications monopole, Brisbane Queensland
Ventia defines a significant win as any contract award exceeding $100 million.
ABOUT VENTIA
6
VENTIA ANNUAL REPORT 2025
SEPTEMBER
City of Sydney contract extension
~$100m
2-year contract extension to deliver
integrated facilities management services
across 250+ City-owned assets, including
iconic heritage-listed buildings such as
Sydney Town Hall and Customs House.
DEFENCE AND SOCIAL INFRASTRUCTURE
OCTOBER
Defence Clothing Services contract
~$935m
7-year contract + up to a further 13-years
extension option to manage the entire
lifecycle clothing capability for the
Australian Defence Force.
DEFENCE AND SOCIAL INFRASTRUCTURE
SEPTEMBER
Defence Base Services Transformation
packages
~$2.7b
6-year contract with two extension
options of between 1 and 3 years up to
a maximum of 10 years to deliver two
packages across Living and Working
Services in NT, Vic, and Tas, and Asset
Services in WA, Vic, and Tas.
DEFENCE AND SOCIAL INFRASTRUCTURE
DECEMBER
NSW Whole-of-Government Cleaning
~$100m
18 month contract + 1-year extension
option to deliver facilities management,
maintenance and cleaning services to
government property in Western Sydney.
DEFENCE AND SOCIAL INFRASTRUCTURE
7
VENTIA ANNUAL REPORT 2025
CONTENTS
FY25 financial highlights
In FY25, Ventia delivered consistent financial
performance for our shareholders. We reached
a record work in hand of $22.1 billion, including
$8.2 billion work won during the year, providing
a solid foundation for future growth.
Pictured: Transmission line in Port Augusta, South Australia.
ABOUT VENTIA
8
VENTIA ANNUAL REPORT 2025
1. Net profit after tax excluding the after-tax impact of amortisation of acquired intangible assets (NPATA) and earnings before interest, income tax, depreciation and
amortisation (EBITDA) are underlying results, excluding the one-off positive impact of the Toowoomba Second Range Crossing (TSRC) novation.
Total revenue
$6,141.1m
Increase of 0.6% on FY24
N PATA
1
$ 2 5 7. 6 m
Increase of 13.0% on FY24
EBITDA
1
$532.1m
Increase of 6.6% on FY24
EBITDA margin
1
8.7%
Increase of 0.5 pp on FY24
Operating cash flow conversion
93.6%
Increase of 2.2pp on FY24
Work in hand
$22.1b
Increase of 14.4% on FY24
Total dividend declared
23.25 cps
75% payout of NPATA
9
VENTIA ANNUAL REPORT 2025
CONTENTS
Customer focusedInnovativeSustainable Safety and people
Renewal rate
82%
as at 31 December 2025
Innovation partners
20+
in FY25
Scope 1 and 2 emissions reduction
1
22.4%
since 2021
TRIFR
2
2.81
improvement of 15% on FY24
Work won
$8.2b
in FY25
New innovation ideas
300+
submitted in FY25
Electric and hybrid vehicles
13.0%
of light vehicle fleet in FY25
Elevate Index Score
19%
year-on-year improvement
3
Customer satisfaction
86%
Have Your Say survey
VenSpark
6k+
unique users of our ideation platform
Social value contribution
$6.4b
in FY25
Women's participation
50%
of Executive Leadership Team
FY25 non-financial highlights
Pictured: Landscape view from road upgrade works on Beaudesert-Nerang Road, Queensland
ABOUT VENTIA
10
VENTIA ANNUAL REPORT 2025
Customer focusedInnovativeSustainable Safety and people
Renewal rate
82%
as at 31 December 2025
Innovation partners
20+
in FY25
Scope 1 and 2 emissions reduction
1
22.4%
since 2021
TRIFR
2
2.81
improvement of 15% on FY24
Work won
$8.2b
in FY25
New innovation ideas
300+
submitted in FY25
Electric and hybrid vehicles
13.0%
of light vehicle fleet in FY25
Elevate Index Score
19%
year-on-year improvement
3
Customer satisfaction
86%
Have Your Say survey
VenSpark
6k+
unique users of our ideation platform
Social value contribution
$6.4b
in FY25
Women's participation
50%
of Executive Leadership Team
1. Reduction relates to market-based Scope 1 and 2 emissions from a 2021 baseline. Progress on all emission targets is disclosed in our Sustainability Report
pages 190-192, including progress on Scope 3 emissions, which increased in 2025 from a 2021 baseline.
2. Total Recordable Injury Frequency Rate is calculated as a number of recordable injuries divided by total hours worked (inclusive of subcontractors)
multiplied
by 1,000,000 in a 12-month period.
3. Ventia’s Elevate Index consists of eight key leading and lagging metrics which provide an overall safety performance score.
AWARDS AND RECOGNITION
WINNER
2025 Global
Excellence in
Social Value
Award
Social Value Portal
For developing
a measurable,
scalable approach
to social impact
WINNER
Innovation
in Vendor
Technology
Telecommunications
Industry Excellence
Awards - 2025
For state-of-the-art
mobile connectivity
at the Sydney Opera
House – in partnership
with Telstra
WINNER
Operator
and Service
Provider
Excellence
Award
Infrastructure
Partnership
Australia Award -
2025
For Sydney Roads
Asset Performance
Contract (SRAPC)
WINNER
Best Regional
Veteran
Employment
Initiative
2025 Prime
Minister’s
National Veteran
Employment Awards
For Ventia’s
initiatives on veteran
employment across
our business
11
VENTIA ANNUAL REPORT 2025
CONTENTS
12
VENTIA ANNUAL REPORT 2025
Our Defence and Social Infrastructure (D&SI) business is one
of the largest providers of integrated facilities management
in Australia and New Zealand, and 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.
How we work
Our Infrastructure Services business provides comprehensive
and multidisciplinary maintenance and improvement
solutions to owners and operators of critical
infrastructure.
Our capabilities span utilities (energy networks, renewable
assets and water), resources and industrial assets (mining,
oil and gas, manufacturing), and resources development
(minerals, oil and gas) as well as complex and large-scale
environmental remediation and rehabilitation services.
Defence and Social Infrastructure Infrastructure Services
ABOUT VENTIA
NEW CONTRACT
Australian Department of Defence
Defence Base Services
Transformation packages
NEW CONTRACT
Transgrid
Transgrid delivery services panel
NEW CONTRACT
Australian Defence Force
Defence Clothing Services contract
NEW CONTRACT
Elecnor
Tauhei Solar Farm Grid
Connection Assets
CONTACT RENEWAL
City of Sydney
Facility Management Agreement
RENEWAL
Sydney Water (Confluence)
Northern Region
D&SI revenue
breakdown
Infrastructure Services
revenue breakdown
Key project wins in 2025
FY25 sector performance
1
Defence 45%
Social Infrastructure 29%
Community and Housing 18%
Local Government and
Energy Solutions 8%
Defence 45%
Social Infrastructure 29%
Community and Housing 18%
Local Government and
Energy Solutions 8%
Resources 35%
Water and Environment 34%
Energy and Renewables 29%
Professional Services 2%
Resources 35%
Water and Environment 34%
Energy and Renewables 29%
Professional Services 2%
Revenue
$2.4b
EBITDA
$204.6m
EBITDA margin
8.5%
Revenue
$1.4b
EBITDA
$128.7m
EBITDA margin
9.0%
1. Sector splits by end market percentages reflect FY25 total revenue.
13
VENTIA ANNUAL REPORT 2025
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 Australia and New Zealand in Incident Response
and our expertise extends to minor capital works, temporary
traffic management, and disaster response and recovery.
TelecommunicationsTransport
CONTENTS
NEW CONTRACT
NBN Co
Field Module Contract and FTTN
Fibre Upgrade works program
NEW CONTRACT
Whangarei District Council NZ
Road Corridor Maintenance contract
NEW CONTRACT
Tuatahi First Fibre
Service Partner Agreement Fibre Build
and Maintenance
CONTRACT EXTENSION
Queensland Department of
Transport and Main Roads
Qld South Coast Road Asset Management
Contract (RAMC)
NEW CONTRACT
Telstra InfraCo
Intercity Fibre Network Shelter Contract
CONTRACT EXTENSION
Thames Coromandel District Council
Maintenance contract
Telecommunications
revenue breakdown
Tr a n s p o r t
revenue breakdown
Fixed Networks 47%
Operations and Services 43%
Wireless 10%
Fixed Networks 47%
Operations and Services 43%
Wireless 10%
Operations and Maintenance 90%
Technical Solutions 10%
Operations and Maintenance 90%
Technical Solutions 10%
Revenue
$1.7b
EBITDA
$208.2m
EBITDA margin
12.4%
Revenue
$643.9m
EBITDA
$49.3m
EBITDA margin
7.7 %
David Moffatt, Chairman (right)
Dean Banks, Managing Director and Group CEO (left)
ABOUT VENTIA
14
VENTIA ANNUAL REPORT 2025
15
VENTIA ANNUAL REPORT 2025
Letter from Chairman and CEO
Dear Shareholders,
On behalf of the Board of Directors, I am pleased
to present Ventia’s Annual Report for the year ended
31 December
2025. FY25 was a year of disciplined
execution and strong performance for Ventia,
as we delivered on our commitment to Redefine
Service
Excellence.
Revenue was $6.1 billion and underlying NPATA reached
$258 million, an increase of 13% on FY24, once again
exceeding our upgraded guidance. This result highlights
the strength of our operating model, margin discipline
and
consistent execution across our business.
Earnings per share reached 30.34 cents over the past
five years, growing at a compound annual growth rate of
15.6%, demonstrating our continued ability to translate
operational performance into shareholder value. Our work
in hand grew by 14.4% to $22.1 billion, including $8.2 billion
of work won during the year, underscoring the strength
of our customer relationships and the resilience of our
diversified
portfolio.
As we reflect on the year’s performance, we remember
the tragic loss of a colleague in November at Port Kembla
steelworks in NSW. This incident was felt deeply across
our
business and is a stark reminder of the importance
of our
people’s health and safety. We remain focused
on learning
from this event and to ensure any insights
contribute
to safer outcomes in the future.
Following the Board’s FY24 review of safety culture and
remuneration frameworks, we implemented enhanced
safety metrics in our Short Term Incentive Plan and
invested
in leadership capabilities. These actions,
combined
with our Elevate Safety program, leader-led
conversations, and targeted injury prevention initiatives,
contributed to a 15% improvement in TRIFR to 2.81.
While
this progress is encouraging, we know there is more
to
do and remain steadfast in our commitment to safety.
Customer focus continued to be a priority in 2025,
resulting
in one of our strongest work-winning years
since
listing in 2021. We secured major wins with
customers
such as NBN Co, the Australian Defence
Force,
and TransGrid, reflecting the strength of our
partnerships, expertise and strong customer focus.
Through our enterprise-wide Voice of Customer program,
we embedded the 'Listen - Understand - Act' framework
across all sectors. Feedback from over 700 customers
delivered actionable insights, with 86% reporting high
satisfaction and 81% agreeing Ventia is easy to do
business
with.
Sustainability remains a core commitment. We achieved
a 22.4% reduction in Scope 1 and 2 emissions (market-
based) from our 2021 baseline, and reduced our
Scope
1 and 2 emissions intensity by 1.9% from FY24,
reaching 6.4 tCO₂
-e/
$million, supported by continued
electrification of our fleet, with 13% of our light vehicle
fleet electric vehicles or hybrids. As we grow, Scope
3
emissions remain a challenge, increasing by 28%
from our 2021 baseline, which reinforces the need
for continued collaboration with suppliers. In the
area
of Social Sustainability, Ventia was honoured
with
the Global Excellence in Social Value award
for
our pioneering work in measuring and creating
social
value.
“
C ustomer focus continued to
be a priority in 2025, resulting
in one of our strongest work-
winning years since listing
in
2021.
”
Ventia is a leading essential services provider
across Australia and New Zealand delivering
critical infrastructure solutions in defence
and social infrastructure, telecommunications,
infrastructure ser vices and transport.
CONTENTS
16
VENTIA ANNUAL REPORT 2025
Your Board remains committed to delivering long-term value
and governance excellence. In February 2025, we welcomed
Amy Jackson as Group General Counsel, further strengthening
our legal and governance capabilities. We continued to
advance our digital and innovation agenda, building on
our Responsible Artificial Intelligence (AI) framework and
implementing the next phase of
our AI strategy. This included
introducing agentic AI solutions to enhance intelligent
information retrieval and automate multi-step workflows
across our business. Additionally, our VenSights platform
now
incorporates predictive analytics, enabling more
informed and
proactive decision-making.
“
We continued to advance our
digital and innovation agenda,
building on our Responsible
AI
framework and implementing
the next phase of our
AI
strategy.
”
In February, we launched an on-market buyback of up
to $150 million to efficiently return capital to investors,
with $137.6 million returned to shareholders during 2025.
We
also announced a further $100 million to be deployed
under our buyback program in 2026, bringing the total
buyback across 2025 and 2026 to $250 million. In addition,
a
final FY25 dividend of 12.54 cents per share was declared,
taking the total FY25 dividend to 23.25 cents per share,
franked
at 90%, underscoring our commitment to delivering
strong shareholder returns.
As part of strengthening our leadership and ensuring
continuity for future growth, we implemented changes to
our
Executive Leadership Team during the year. These changes
reflect our commitment to succession planning and to provide
long-standing executives with opportunities to broaden their
experience and take on new challenges. Key appointments
included Mark Ralston assuming leadership of Defence and
Social Infrastructure (D&SI), Sarah Palmer joining Ventia
to lead our Telecommunications business, Derek Osborn
taking responsibility for Innovation and Transformation, and
Damien
Pedreschi, our long-standing New Zealand executive,
stepping into the role of Group Executive for Transport.
Pictured: Technician performs fibre upgrade work for Tuatahi
Hamilton, New Zealand
ABOUT VENTIA
“
T o efficiently return capital to
investors an on-market buyback
of up to $150 million was
launched, with $137.6 million of
capital returned to shareholders
during 2025. We also announced
an additional $100 million to be
deployed under our buyback
program in 2026, bringing the
total buyback program across
2025 and 2026 to $250 million.
”
Looking ahead, Ventia is well-positioned to capture growth
across our $86.8 billion addressable market, which is forecast
to exceed $100 billion by FY28. We will continue to pursue
opportunities in adjacent markets, support the energy
transition, and deliver innovative solutions that meet the
evolving needs of our customers.
Thank you to our 35,000-strong team for your dedication
and professionalism. To our customers and shareholders,
thank
you for your continued trust and support.
D
avid Moffatt
D
ean Banks
Chairman Managing Director
an
d
G
roup CEO
Pictured: Members of Ventia's Water team
17
VENTIA ANNUAL REPORT 2025
CONTENTS
Pictured: Landscape view from a Ventia telecommunications work site, Hobart, Tasmania
Our strategic
approach
Ventia’s strategy of Redefining Service Excellence is
central to how we create value for our stakeholders,
and is brought to life by the pride and passion of our
people. We differentiate ourselves by being customer
focused, innovative and sustainable.
Our strategy and the scale of our addressable market underpins our ambition to grow across our four
core sectors: Defence and Social Infrastructure, Infrastructure Services, Telecommunications, and
Transport. In
2025, we continued to grow across our core markets and build further momentum in our
cross
-s
elling initiatives. Looking ahead, we will continue to progress these initiatives and assess opportunities
that
are ‘close to core’ that leverage Ventia’s strengths, while carefully balancing any associated risks.
OUR STRATEGIC APPROACH
18
VENTIA ANNUAL REPORT 2025
How we Redefine Service Excellence
Defence and Social
Infrastructure Infrastructure ServicesTelecommunications Tr a n s p o r t
Building on our 36+ year-long
relationship with Defence,
we are well placed to grow
our services to further
support defence capability
investment. Rising demand
for healthcare and education
infrastructure also further
strengthens our long-
term outlook to support
community needs.
We are well positioned to
capture growing demand
in energy and renewables,
water security and
environmental services that
is being driven by the energy
transition. Our strong market
position provides growth
opportunities as asset
owners seek to extend asset
life and improve resilience.
We are in a strong position
to capture growth from
the evolution of digital
infrastructure, including
fibre upgrades, data centres,
and emerging technology.
We are deepening ties and
building partnerships with
major network operators and
unlocking adjacent market
opportunities with our
existing capabilities.
Urban growth and resilience
programs are driving strong
demand for integrated road
services. With a focus on
long-term operations and
maintenance contracts
across Australia and New
Zealand, our proven track
record makes us a trusted
partner in sustaining vital
transport infrastructure.
Our strategic focus across our four sectors
Customer
focused
Redefining
Service
Excellence
Innovative
Sustainable
Deliver better customer solutions
Be renowned for solving customer
problems and creating value in new
and different ways
Better understand
our customers
Evolve our Voice of the Customer
program to listen, understand and act
Deliver high standards of corporate governance
Exceed industry and society’s expectations
of
our corporate behaviour
Net zero emissions goal
Emissions reduction plan supports
resiliency and decarbonisation of
operations
Drive positive social outcomes
Leadership in social value measurement with
demonstrated outcomes in fairness, inclusion and respect
Drive productivity
Simplify and standardise
to unlock the full
power of our scale
to create value
Renew customer
contracts
Success of all major
renewals ($100m+)
Enhance data and analytics
Harness data, AI and other emerging
technologies to drive transparent
and smarter decision-making
Secure new customers
Continuous improvement in bid
success rate by bringing a whole-of-
Ventia approach to new bids
19
VENTIA ANNUAL REPORT 2025
CONTENTS
How we create value
At Ventia, our approach to value creation
is guided by the International Integrated
Reporting Council’s (IIRC) International
Integrated Reporting Framework,
which demonstrates how our strategy
transforms inputs into our
business into
sustainable value for our stakeholders
over time.
We have a workforce of 35,000 employees and
subcontractors. By leveraging the deep knowledge
and expertise of our people, and maintaining
a relentless focus on service excellence and
innovative solutions, we build strong, long-term
partnerships with our customers. We foster a culture
of safety, fairness, inclusion and respect by driving
accountability and embedding these practices across
our business. This approach ensures our people
work in a safe, diverse and supportive environment,
while
strengthening trust with our customers.
Ventia generates employment and economic
activity that contributes to the growth of local and
regional communities across Australia and New
Zealand. Our diverse supply chain, comprising of
over 12,000 suppliers, reflects our commitment to
supporting local, Indigenous and social enterprises.
By doing business with a broad range of partners,
we help drive economic growth in regional and
local
communities.
We take a proactive approach to managing
environmental impacts, operating responsibly and
addressing climate-related risks and opportunities
throughout our business. This includes monitoring
and measuring waste generation, energy
consumption, and greenhouse gas emissions
– both direct and indirect – across our value
chain. These
actions support our commitment to
sustainability and our goal of achieving net zero
emissions by 2050. For more details on our climate
transition progress, refer to our Sustainability
Report on pages 172-206.
For shareholders and the investment community,
we are committed to delivering consistent financial
growth and rising dividends. We
undertake capital
initiatives that support business growth and create
value for our shareholders. Maintaining a strong
balance sheet and robust risk management practices
remain central to safeguarding our business and
providing a reliable investment pathway for our
shareholders. For more information on our financial
performance, refer to our
Operating and Financial
Review on pages 52-65.
InputsValue drivers
Highly engaged and
capable workforce
We have a workforce of
35,000 full
-t
ime, part-time
and subcontractor
employees
who have deep knowledge
and experience across our
industr y
sectors.
Physical assets
and data analytics
We leverage our operating assets,
offices, technology and data
analytics
to optimise efficiencies
and enhance our decision-making.
Trusted and long-term
partnerships
We have strong and long-term
relationships with our customers
and stakeholders across a range
of sectors. We have a national
reach so
we can scale quicky
for our customers.
A strong balance sheet
and risk management
We have a strong balance sheet,
disciplined capital management
and robust risk management.
A commitment to supporting
local communities
We are committed to supporting
local communities across Australia
and New Zealand through delivering
on our social value framework and
creating a positive social impact.
Commitment to creating
a resilient and healthy
environment
Our focus on our environmental
impact helps us to deliver positive
change for our people, communities
and the environment. We use
renewable and non-renewable
environmental
resources.
Human and
intellectual
capital
Relationship
capital
Manufactured
capital
Financial
capital
Environmental
capital
Social
capital
20
VENTIA ANNUAL REPORT 2025
OUR STRATEGIC APPROACH
We create an engaged, capable
and high-performing workforce
that operates in a safe, diverse
and inclusive environment.
Thriving people
By creating opportunities for local
people and communities, we are
contributing to long-term community
development and delivering positive
social value.
Flourishing
Communities
We aim to deliver sustainable financial
growth for our shareholders through
consistent year-on-year performance
and a sustainable dividend.
Operating and financial
performance
We deliver our Transition Plan to
achieve our emissions targets,
including towards net zero by 2050.
We are committed to resource
efficiency and climate resilience.
Championing
sustainability
We successfully build strong and
long-term partnerships with our
customers through delivering
service excellence.
Stronger customers
The value we create
We create value through the
development of a local and
diverse supply chain across over
12,000+ suppliers and vendors.
We
strive to advance sustainable
and ethical procurement.
Local and diverse
supply chain
Value creation
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
21
VENTIA ANNUAL REPORT 2025
CONTENTS
Our operating market
Outsourced Maintenance Services'
addressable market size
Our addressable market continues to demonstrate strong
momentum. Oxford Economics Australia estimates its value
at
$86.8 billion in FY25 and forecasts a compound annual
growth rate (CAGR) of 4.7%, reaching $104.4 billion by FY29.
This growth reflects a significant opportunity to deliver
essential services that support Australia’s evolving needs.
Over the next five years, infrastructure investment in Australia
is expected to shift from transport – which has seen elevated
spending in recent years – toward social infrastructure,
defence, energy, and utilities.
Australia is experiencing sustained growth in demand
for essential infrastructure, driven by population growth,
an ageing demographic, continued migration and
increased defence investment. These structural shifts
are
elevating requirements across health, social and
defence assets nationwide.
In parallel, the energy transition and rapid expansion of
digital
infrastructure, including data centres, are creating
significant long-term investment needs. Together, these
macro trends signal a robust and enduring pipeline of
infrastructure activity across Australia.
Read more about these market drivers on pages 24-25.
1. Oxford Economics Australia (2025). Refers to financial years ended 30 June. Numbers represent current price (nominal value).
Australia and New Zealand ($b)
1
FY25
26.8
11.3
38.2
10.5
86.8
FY26
28.2
11.9
41.0
10.3
91.4
FY27
29.6
11.8
43.2
9.9
94.5
FY28
31.3
11.9
45.7
11.5
100.4
FY29
32.9
11.8
47.6
12.1
104.4
Defence and Social Infrastructure
Telecommunications
Infrastructure Services
Transport
C AGR: 4.7%
Pictured: Team members of our Energy Networks and Renewables business work on a distribution maintenance project in Blairgowrie, Victoria
22
VENTIA ANNUAL REPORT 2025
OUR STRATEGIC APPROACH
Pictured: Image of a wind turbine. Ventia supports Powerlink in delivering grid connection assets linking the Boulder Creek Wind Farm to Queensland's electricity grid
23
VENTIA ANNUAL REPORT 2025
CONTENTS
Pictured: Road upgrade works on Beaudesert-Nerang Road for Department of Transport and Main Roads, Queensland
Market drivers
The infrastructure and maintenance services market across Australia and New Zealand
is shaped by a range of key demand drivers. These factors influence the demand for new
projects, ongoing maintenance needs and investment across our four key sectors.
Population growth
Population growth remains a powerful long-term driver of
Ventia’s demand. Australia's population growth is strong,
returning to a sustainable 1.5% in FY25 as migration stabilised.
The outlook remains highly positive with increasing density
in urban centers driving investment in roads, rail, water, and
energy networks, creating enduring opportunities for Ventia
to
deliver essential services and infrastructure. These factors
drive increased operations and maintenance (O&M) needs to
keep ageing assets reliable, and targeted upgrades to relieve
pressure and extend asset life. Over time, population growth
supports steady increases in maintenance volumes, offering
resilience and predictability compared to the cyclical nature
of
new construction.
1. Australian Bureau of Statistics (2024-25), Australian System of National Accounts, Table 63, ABS website.
Large and growing asset base
Australia’s non-dwelling construction net capital stock was
just under $4 trillion in FY25
1
, reflecting steady growth across
transport, utilities and social infrastructure. While growth
has moderated post-resources boom, asset utilisation
has intensified and networks are being pushed harder
and
longer, driving up maintenance demand.
Looking ahead, deferred renewals and maintenance backlogs
are driving catch-up dynamics. These trends reinforce a
resilient and defensive growth outlook for maintenance
services through at least the remainder of the decade,
underpinned by the scale of Australia and New
Zealand’s
infrastructure footprint.
Outsourcing and bundling opportunities
Outsourcing remains a stable and strategic trend in
infrastructure maintenance, with Oxford Economics
Australia forecasting an approximate 59% share through
to FY29. As asset owners face rising utilisation and ageing
networks, outsourcing offers cost-effective access to
specialised capabilities.
Increasing government fiscal constraints and pressure for
cost
competitiveness in the private sector further reinforce
the
n
eed to outsource, ensuring efficiency and reliability without
expanding fixed overheads. While occasional insourcing occurs,
national demand for integrated service models and performance-
based delivery continues to favour external providers.
For Ventia, there is long-term resilience in the contracting
sector across defence, utilities, transport, and social
infrastructure, with outsourcing levels expected to hold
firm
into the future.
Pictured: Members of Ventia's Rig and Well Services team, Olympic Dam,
South Australia
OUR STRATEGIC APPROACH
24
VENTIA ANNUAL REPORT 2025
1. Australian Government – Department of Defence, 'A generational investment in Australia’s Defence', Media Release, 14 May 2024.
Energy transformation and climate resilience
A need to respond to climate change is driving a profound
energy transformation and reshaping infrastructure across
Australia. This shift goes beyond a need to replace ageing
fossil fuel sources with renewables, and it includes new
system electrification, like electric vehicles, and new energy
loads like data centres. It will require significant expansion of
transmission networks, and over 10,000 km of new lines are
planned by 2050, with major projects like HumeLink, Marinus
Link and Western Renewables Link underway.
While renewable assets require less maintenance, their
geographic spread and system complexity create sustained
demand for inspections and field services.
At the same time, rising frequency and severity of extreme
weather events, such as Cyclone Alfred, are exposing
vulnerabilities in transport and utility networks.
Climate adaptation is now central to planning, with resilience
upgrades like flood-proof roads, elevated rail, and reinforced
water systems driving long-term maintenance and minor
capital works across energy, utilities, and transport.
Geopolitics and defence
Geopolitical tensions and evolving defence priorities are
reshaping Australia and New Zealand’s infrastructure
landscape. National security and supply chain resilience are
critical to the sovereignty of both nations, driving sustained
investment in defence capabilities.
Increased regional instability and the Australian Government’s
reaffirmation to lift Defence spending to exceed 2.3% of
GDP by 2033-34
1
contribute to investment in defence assets.
This creates long-term demand for maintenance, asset
management, and minor capital works across secure and
remote environments.
For Ventia, the opportunity lies in delivering reliable,
compliant, and scalable asset management solutions across
defence, border protection, and critical supply chain assets.
As defence infrastructure expands and ages, sustaining
defence capability will increasingly depend on integrated
asset management to ensure availability, resilience, and
performance of critical assets well into the next decade.
Digitalisation, technology and AI
In a labour-and capital-constrained world, technology
adoption and integration are key levers for improving
productivity. As infrastructure demand surges - driven by
population growth, energy transformation, defence uplift,
and water security - digitalisation and automation become
essential
investments.
Predictive maintenance using Internet of Things (IoT) and
analytics reduces reactive work and extends asset life. Remote
inspections via drones and robotics enhance safety and
coverage. Digital work orchestration improves efficiency, while
geospatial and digital twin tools guide resilience investments
and multi-utility coordination.
These technologies not only lift productivity but also unlock
new outsourcing opportunities, as customers seek scalable,
data-driven partners to manage complex functions.
For Ventia, tech-enabled service models are central to meeting
rising demand with speed, precision, and cost-effectiveness.
Pictured: Members of Ventia's Firefighting and Rescue team, Edinburgh,
South Australia
Pictured: Ventia business graduate with a mentor at our Parramatta office,
New South Wales
25
VENTIA ANNUAL REPORT 2025
CONTENTS
Accelerating our innovation
and digital transformation
2025 was a year of purposeful progress across our digital and innovation functions. We modernised
platforms, strengthened cybersecurity and further embedded responsible AI. Each initiative
reflects our
commitment to delivering smarter, safer, and more connected services for our
customers and communities.
Building on our AI capabilities
During the year, Ventia focused on establishing the foundations
required to safely and responsibly deploy artificial intelligence
(AI) at scale. This included investment in governed, reusable
data products, consolidating more than 18 billion lines of
data to support consistent insights and future AI enablement.
Innovation is channelled through Venspark, Ventia’s enterprise
ideation platform with over 6,000 users, providing a structured
front door for frontline-led ideas aligned to business priorities.
In parallel, Ventia has developed a best-in-breed technology
ecosystem to support rapid prototyping and evaluation of
AI-enabled solutions, ensuring the organisation is positioned
to accelerate adoption while maintaining strong standards
for security, risk and governance. For example, our Supplier
Selection AI Agent screens new suppliers using a range of
metrics, while our Employee Onboarding AI Agent seamlessly
handles system updates, equipment provisioning, and
account
setup.
VenSpark
launch of new innovation ideation
platform
~18 billion
rows of data processed through our
data product platform
941k+
calls managed by Ventia's Operation
Centre
Highlights
Pictured: A Ventia employee presents her ideas at a team meeting in Victoria
Pictured: A Ventia technician maintains critical digital infrastructure at a
data centre in Sydney, New South Wales
26
VENTIA ANNUAL REPORT 2025
OUR STRATEGIC APPROACH
Maturing our cybersecurity posture
In 2025, Ventia achieved ISO 27001:2022 certification, validating
our commitment to best-practice information security. We also
further invested in data
loss prevention, perimeter defence
upgrades, and phased out portable storage devices to reduce
risk exposure.
To improve resilience and incident response, we uplifted maturity
against the Australian Cyber Security Centre’s Essential Eight
Framework. Looking ahead, we will continue to invest in
advanced security capabilities, strengthen threat detection
and response, and embed cyber resilience across our business
keeping Ventia ahead of emerging risks.
Innovating with everyone – VenSpark
Ventia launched VenSpark in 2025, an enterprise-wide
innovation and ideation platform designed to transform
ideas into practical solutions that deliver measurable impact.
Built as a centralised hub within Microsoft Teams, VenSpark
empowers every employee to contribute, collaborate, and
innovate in line with our strategic priorities.
Through structured campaigns and AI-enabled processes,
VenSpark simplifies the innovation journey, from harnessing
collective intelligence to accelerating problem-solving, and
delivering operational improvements. Since its launch, there
have been over 19,000 visits by employees to the platform
and more than 300 innovation ideas have been submitted.
A
number of these have already advanced to implementation.
One of these ideas is PicSure, an AI-driven solution that
reviews photos submitted at work completion, ensuring
adherence to quality standards and reducing manual effort.
With nineteen million artefacts reviewed monthly, PicSure
delivers significant time and cost savings, minimises rework,
and enhances customer satisfaction.
Transforming Ventia Operations Centre (VOC)
Our Ventia Operations Centre (VOC) serves as our digital
and innovation hub, operating 24/7 to deliver inbound and
outbound customer service. The VOC plays a
critical role
in incident management, work order coordination, service
scheduling and customer management, and provides remote
monitoring and custom built analytics to our teams across
Australia and New Zealand.
This year, we progressed our AI roadmap in the VOC, using
call
summarisation and natural language processing to
reduce administrative overheads and improve documentation
accuracy. AI-driven knowledge surfacing and intelligent
routing have further enhanced resolution speed and
uplifted
service performance for our customers.
Data analysis and governance
Throughout 2025, we continued to modernise our Enterprise
Reporting Platform (ERP), which digitally supports Ventia’s
entire enterprise. High-quality data from across our business
feeds into VenSights, our digital analytics platform, providing
real-time performance insights across business units and
generating more than 200 reports.
Within VenSights, Project on a Page delivers comprehensive,
on-demand data for individual projects, helping identify and
manage risk while supporting higher standards of corporate
governance. Looking ahead, we will optimise reporting
through AI-powered features in Power BI, accelerating
speed
to insight and driving productivity for our customers.
Looking forward
Looking ahead, we will continue to scale agentic AI, expand
remote operations, and strengthen our digital foundations,
moving Ventia to a deeply integrated, enterprise wide
technology ecosystem. This shift reduces manual work,
improves data quality and positions us to deploy new
capabilities faster and at scale.
Pictured: Ventia employees collaborate in our Arndell Park depot office,
New South Wales
Pictured: Members of Ventia's Defence team collaborate with Defence
personnel at AMC CUF, Western Australia
27
VENTIA ANNUAL REPORT 2025
CONTENTS
Thriving people
Pictured: Members of Ventia's
Transport team attend an innovation
trial in Melbourne, Victoria
28
VENTIA ANNUAL REPORT 2025
THRIVING PEOPLE
0.20
in FY25
Delivering on our SHEQ strategy
Our 2025–2028 Safety, Health, Environment and Quality
(SHEQ) strategy underpins safety at Ventia and sets out the
principles embedded across our daily operations. Through
implementing our SHEQ strategy, we are focused on elevating
our safety culture where risks are well-managed, people feel
safe, healthy and supported, and operational outcomes are
consistently and safely delivered.
Key initiatives in 2025 included revitalising our critical
risk
protocols, simplifying processes, integrating
advanced
analytics, and optimising our SHEQ operating
model. These efforts have resulted in 15% improvement
in
our
TRIFR.
We have an unwavering commitment to safety, however
we are deeply saddened to report the loss of a Ventia team
member in November 2025. This event has reinforced the
critical importance of our safety practices and culture. In
response, we have intensified our efforts to learn from this
tragedy and ensure safety remains our highest priority.
d eterioration on
full year 2024 by 54%
SIFR
3
TRIFR
2
2.81
in FY25
i mprovement on
full year 2024 by 15%
0.29
0.11
0.13
2022202320242025
0.20
2022202320242025
2.81
3.71
3.293.31
433+
Safe for Life frontline
leaders trained
190+
Healthy Minds Champions
in 2025
59%
increase in 4-and 5-Star
1
Ventia drivers
Safety is our licence to operate
The health and safety of our people remain Ventia’s highest
priority. Our commitment to creating a safe and healthy
workplace is underpinned by a culture of ownership and
accountability. Through strong governance, leadership,
and operational discipline, we empower our teams to
proactively identify, manage, and mitigate safety risks.
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.
2. Total Recordable Injur y Frequency Rate is calculated as a number of recordable injuries divided by total hours worked (inclusive of subcontractors) multiplied by
1,000,000 in a 12-month period.
3.
S
erious Injur y 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.
29
VENTIA ANNUAL REPORT 2025
CONTENTS
Elevate Index
Now in its second year, the Elevate Index continues to play
a strategic role in strengthening safety performance across
Ventia. Developed in 2023 and trialled throughout 2024,
this dashboard-based tool analyses eight key lead and lag
indicators, tailored annually to reflect operational complexity,
market conditions, and key risks. In 2025, the Index was
fully embedded into our operational processes with regular
reporting driving targeted safety outcomes. These included
a 14% increase in completion of SHEQ compliance training
1
and a 245% increase in actions raised from Leader Learning
Conversations
2
. Collectively, these actions and others have
contributed to a 19% year-on-year improvement in our
Elevate
score.
Critical risk management
In 2025, we refreshed and strengthened our Critical Risk
Protocols (CRPs), placing greater emphasis on operational
controls and continuous improvement. These protocols
ensure consistency, control, and safety across our workplaces,
reinforcing our commitment to risk management and
operational excellence.
Key enhancements included additional controls for high-
risk activities such as additional permit requirements for
working at heights, spotter requirements for plant and
vehicle movements and simplifying language to ensure clarity
and consistent implementation. These have strengthened
Ventia's safety governance and reinforced our commitment
to proactive risk management.
Pictured: Member of Ventia's Water team secures personal protective
equipment before performing work
1.
S
HEQ Employee Induction training increased by 14% from 19,060 in F Y24 to 21,814 in F Y25.
2.
There was a 245% increase in actions from Leader Learning Conversations increasing from 1,718 in F Y24 to 5,931 in F Y25.
In 2025, we established six new Centres of Excellence
to centralise our SHEQ capabilities across Australia and
New Zealand. This move has driven standardisation,
fostered collaboration, and embedded enterprise-level
thinking throughout our organisation.
Elevate Index chart
Ventia's Elevate Index assesses and benchmarks our safety performance
across eight key metrics providing detailed insights on where and how we
can deliver sustained safety performance.
Leader Learning
Conversations
with Actions
Preventable
Driving
Events
Compliance
Training
Critical Risk Protocols
Assurance Quality
Serious Claim
Frequency Rate
Continuous
Improvement
Critical Event
Action Verification
Total Recordable Injur y
Frequency Rate (TRIFR)
40%
80%
30
VENTIA ANNUAL REPORT 2025
THRIVING PEOPLE
Road safety: safe driving excellence
Driver safety remains a critical focus for Ventia. In 2025,
over 5,000 drivers travelled more than 118 million kilometres
across Australia and New Zealand. Recognising driving and
remote travel as high-risk activities, we prioritised safe
driving
behaviours through our annual All Roads Lead to
Home campaign.
This enterprise-wide campaign delivered targeted education,
practical resources, and masterclasses, resulting in measurable
improvements in driver behaviour. Through our EROADs
1
platform, we recorded a 25% reduction in driving events and a
44% drop in overspeed incidents. The introduction of a Vehicle
Claims Dashboard further enhanced visibilit y and accountabilit y,
reinforcing the effectiveness of our data-driven approach to
managing critical driving risks.
Protecting our environment
We continue to strengthen our approach to environmental
risk management, recognising the potential for impact
across our diverse operations. In 2025, our Total Recordable
Environmental Event Frequency Rate (TREEFR) remained
stable, driven by early detection and targeted controls,
particularly around waterway contamination risks. In FY25
Ventia recorded one serious environmental event.
2
Over 2,200 environmental critical control checks were
completed, reflecting a 7% increase on FY24 and a shift toward
proactive, embedded risk management. Our Environmental
Awareness Training program also expanded, with more
than 5,400 employees trained to apply our environmental
standards and systems, reflecting a culture of environmental
responsibility and continuous improvement. By working
closely with stakeholders, we continue to build
a workforce
that understands its role in protecting the environment and is
actively engaged in delivering better outcomes.
Healthy minds
Ventia’s proactive approach to managing psychosocial risk is
a key safety priority. In 2025, we collaborated with HSE Global
to deploy the Psychosocial Risk Index, mapping employee
feedback to identify and mitigate risks such as workload,
bullying, and change fatigue. We expect to understand the
full
impact of the new index in 2026.
Psychosocial hazard reporting is embedded in our SHEQ
systems, enabling real-time visibility and response. Over
190 Healthy Minds Champions at Ventia continue to foster
psychological safety through peer-to-peer support, while
psychosocial heatmapping helps identify emerging trends
to
guide leadership action.
Pictured: Ventia graduates collaborate on a project at our Parramatta
office, New South Wales
Pictured: Team members from our Energy Networks and Renewables
business onsite in Western Australia
1.
E
ROAD is Ventia's fleet management and technology partner.
2.
S
erious Environmental Event – an environmental event that has an actual consequence risk rating of substantial or major.
2026 focus
Looking ahead, our strategic objectives for 2026 will continue
to improve the safety, health, and wellbeing of our people by:
• further embedding the Elevate Index to measure and report
on Ventia's safety progress
•
deepening collaboration between our people and
leaders through shared accountability for risk awareness
and
ownership, with targeted leadership interactions as
a
key enabler
•
d
riving targeted action plans in response to insights from
the Psychosocial Risk Index to strengthen controls and
reduce risks
•
streamlining systems and investing in technology and
innovation, such as AI, to reduce variability and enable
continuous improvement across SHEQ processes
•
b
enchmarking performance and tracking global trends
to
accelerate our journey toward industry-leading safety
and
wellbeing practices.
31
VENTIA ANNUAL REPORT 2025
CONTENTS
People are at the heart of our success
At Ventia, people are at the heart of our success. We strive to create a workplace where
everyone feels safe, valued, heard, and empowered to succeed. Our culture is shaped by
four core
values: collaboration, integrity, challenge, and ingenuity, which guide how we work
together and deliver for our customers and communities.
Pictured: Team toolbox talk performed by members of Ventia's Auckland Council team, New Zealand
We launched a refreshed three-year People Strategy in 2025
focused on elevating our leaders, growing our people, and
ensuring Ventia remains a great place to work. Through our
enterprise Voice of Stakeholder program, we conducted our
annual Employee – Have Your Say sur vey, gathering direct
feedback from our people. Using a new survey platform, we
gained insights across five areas: engagement, intent to stay,
reality versus expectations, inclusion, and wellbeing.
The survey achieved an engagement score of 63%, setting a
new benchmark and notably, 76% of our people believe Ventia
prioritises safety and wellbeing and 75% feel Ventia is values
and culture driven.
We are focused on improving our employee experience
and have introduced initiatives focused on leadership
development, enhanced benefits, recognition programs and
career growth opportunities to further support and empower
our workforce.
Highlights
75%
employees said Ventia is
values and culture driven
550+
leaders trained by Ventia
Academy in FY25
24
Enterprise and Collective agreements approved
in Australia and New Zealand in FY25
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VENTIA ANNUAL REPORT 2025
THRIVING PEOPLE
Building capabilities across our business
We launched a new framework called Leadership Edge in 2025
that defines what great leadership looks like across Ventia
and describes our five core leadership pillars: Lead Safety and
Health, Lead Redefining Service Excellence, Lead and Develop
People, Lead Enterprise Impact and Lead Positive Change.
This framework will shape our leadership development
programs and pathways, inform our selection processes, and
help us build a strong, inclusive, and values-driven leadership
culture. We also rolled out Performance Scorecards for our
top 400 leaders, promoting transparency, responsibility,
and
alignment.
Our Ventia Academy, a hub for internal training and
development, supported workforce capability development
by training a total of 550+ leaders in 2025. Our Registered
Training Organisation in Australia enabled 698 employees to
gain nationally recognised qualifications and 326 achieved
job-specific Certificate II – IV and Diploma credentials. In
New
Zealand our Training Education Organisation enabled
231
employees to gain nationally recognised competencies.
Pictured: Members of Ventia's New Zealand team present at a community event at the Rapaki Marae in Christchurch, New Zealand
Pictured: Works in progress at the Square Kilometre Array Observatory
(SKAO) telescope site in Murchison, Western Australia
People systems and governance
We continued to improve our people systems and
processes in 2025, including launching a new talent
acquisition platform to enhance recruitment and
onboarding. Our refreshed career sites, available both
externally and internally, resulted in an uplift in talent
acquisition and streamlined our recruitment processes.
These sites now offer a mobile-friendly interface for
candidates, employees, and hiring managers, supported
by
customised job alerts and chatbot support.
We developed a new onboarding platform, which is now
simpler, with practical tools to help new team members feel
welcomed and supported from day one. This will be formally
launched in 2026 and further improvements to our people
systems are planned in the year ahead.
We have also reinforced governance in our people
processes by centralising enterprise bargaining, supporting
our Enterprise Agreements in Australia and Collective
Employment Agreements in New Zealand. This drives
greater consistency, compliance, and transparency in
industrial relations.
Making strides on our people strategy
Through our People Strategy and the delivery of our 2025
initiatives, we achieved measurable impacts including
a reduction in overall voluntary full-time and part-time
employee turnover from 18.7% in FY24 to 16.6% FY25.
We
approved 21 Enterprise Agreements in Australia, and
3 Collective Employment Agreements in New Zealand.
We also maintained women’s representation at executive
and senior levels and continued narrowing the gender
pay gap, which is discussed in more detail in the Fairness,
Inclusion and Respect section on pages 34-35.
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VENTIA ANNUAL REPORT 2025
CONTENTS
Building a culture of fairness, inclusion and respect
In 2025, we published our Fairness, Inclusion and Respect Policy, setting clear expectations
for how we engage with our workforce, partners, and the communities we serve. This policy
reflects Ventia’s values, aligns with anti-discrimination and workplace legislation in Australia
and
New Zealand, and supports our broader sustainability and social value commitments.
Fairness, inclusion and respect in action
We embedded eight employee networks in 2025 to strengthen
engagement and provide a safe space for employees to
connect and share perspectives. Our employee network
groups include men’s health, women’s network, rainbow,
intercultural, and Aboriginal and Torres Strait Islander, each
supported by executive sponsors. We also continued to
invest in building the capability of our fairness, inclusion
and
respect champions.
Reconciliation activities in Australia
We further advanced our commitment to reconciliation
through the delivery of our 2023–2026 Stretch Reconciliation
Action Plan (RAP). Of the 87 actions scheduled in 2025, across
four pillars including relationship, respect, opportunities,
and governance, we successfully completed 85 reflecting
our
strong focus on accountability and impact.
Two of these initiatives are setting leadership targets to
increase Indigenous representation in senior roles and
establishing the Eddie Fry Education Fund, in honour of the
retiring Chair of our Indigenous Advisory Board (IAB), Eddie
Fry. The fund is designed to provide financial assistance to
Indigenous employees so they can pursue further education
and build long-term career opportunities.
We enhanced our cultural learning pathway by renewing
our
online training and introduced a half-day training option.
We furthermore refreshed our IAB charter and appointed
a new Chair. The IAB continues to provide regular updates
to Ventia’s Safety and Sustainability Committee, ensuring
transparent oversight of our reconciliation progress.
Our Training, Recruitment, Employment, Care and Career
Advancement (TRECCA) program and internal recruitment
team, Skout, created meaningful employment opportunities
for Aboriginal and Torres Strait Islander peoples, resulting
in Indigenous representation reaching 3.3% of our
Australian
workforce.
Our latest engagement results show that nearly 70% of our
people believe Ventia fosters a culture of fairness, inclusion
and respect. To strengthen these practices, we established
a cross-functional working group comprising employees in
recruitment, retention, procurement, communications and
governance. This group is focused on driving accountability
and embedding fair, inclusive and respectful practices across
the organisation.
Fairness, Inclusion and Respect Principles
FairnessInclusionRespect
We give everyone
a fair go. We
ensure everyone
has a genuine
and equal
opportunity to
succeed.
We uphold a
culture where
everyone feels
they belong,
are heard, and
can make a
meaningful
impact.
We treat each
other, and
everyone we work
with, with respect.
This includes
how we engage
with suppliers,
customers, and
community
members.
“
A highlight for me this year was attending the Safety and Sustainability Committee
of the Ventia Board. It gave me valuable insight into the Committee’s expectations,
and I was able to share the expectations of IAB members and the broader
community. I saw this as a strong demonstration of Ventia’s commitment to
good governance and to including Indigenous voices in key decisions.
”
Belinda Duarte – Chair of Indigenous Advisory Board
Pictured: Ventia Women's networking conference in Auckland, New Zealand
34
VENTIA ANNUAL REPORT 2025
THRIVING PEOPLE
Māori and Pasifika inclusion in Aotearoa
We delivered significant milestones to uphold Te Tiriti
o Waitangi and embed Māori mātāpono (values and
principles) throughout the year. This included nationwide
cultural celebrations, advancing Te Wiki o te Reo Māori
initiatives and introducing Te
Reo Māori language learning
programs. We also hosted wānanga (workshops) and cultural
competency training, and strengthened iwi relationships
with
Ngāti Whātua Ōrākei and iwi across the motu.
Our Aotearoa Cultural Awareness Module continued to
strengthen cultural capability across our workforce, deepening
understanding of Māori culture, history and values, and
supporting more respectful, community centred engagement.
In 2025, a further 400 New Zealand employees completed the
training, lifting overall participation to 63%.
Women’s participation
We strive to create a workforce that reflects the communities
we serve, with women represented and retained at every level,
including technical and leadership roles. To strengthen our
position as an employer of choice for women, we continued to
provide development opportunities, create credible leadership
pathways, increase women’s participation at leadership
summits and events, and maintain a flexible and supportive
workplace environment.
This year we partnered with EVEN - an organisation dedicated
to creating a place for women to grow ambitious, sustainable
careers, on their terms. Four of our frontline women began
their 12-month EVEN program in 2025, and in 2026, we will
expand the initiative to include 24 middle-management
women and 30 frontline women across Ventia.
In 2025, we achieved our HESTA 40:40 vision goal, with
women's representation on our Board remaining stable at 43%
and 50% on our Executive Leadership Team. Women in Senior
Management (WISM) decreased slightly from 30.8% to 30.6%,
and women’s participation in our workforce increased from
30.9% to 32.2%.
In Australia, we submitted our 2024–2025 gender pay gap
data to the Workplace Gender Equality Agency (WGEA)
in compliance with the Workplace Gender Equality Act.
Ventia
recognises that a gender pay gap exists within our
workforce, representing the difference in average earnings
between men and women. While we ensure equal pay for
like-for-like roles, the overall gap reflects the diverse mix of
industries and occupations across our business, where gender
representation varies.
We reduced our total remuneration average gender pay gap
in FY25 to 28.5%, down from 29.7% in FY24. This progress is
supported by annual pay equity reviews, targeted recruitment
of women into senior leadership roles, and initiatives designed
to close the gender pay gap.
Pictured: Members of Ventia's New Zealand team visit the Wheke, Rapaki
Marae in Christchurch, New Zealand
Our social sustainability targets
Participation by women in
executive positions (ELT).
Participation by women in
senior management (WISM).
Status: Progressing
Participation by women
across all employees.
85 of our 87 RAP commitments
in Year 2 completed.
Status: Progressing
(HESTA
1
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%30.6%
32.2%
98%
TARGETSTARGET
1. HESTA 40:40 Vision is an Australian initiative led by HESTA to increase gender diversity in executive leadership of ASX300 companies. This Diversity initiative calls for
leadership teams to achieve 40% women, 40% men and 20% open across leadership. Ventia tracks women’s participation at Board, ELT and senior management levels
against this vision.
35
VENTIA ANNUAL REPORT 2025
CONTENTS
Stronger
customers
Pictured: A handshake between
members of Ventia's Defence team
and Defence personnel at AMC CUF,
Western Australia
36
VENTIA ANNUAL REPORT 2025
STRONGER CUSTOMERS
36
VENTIA ANNUAL REPORT 2025
We made progress towards our goal of improving our
customers’ experience in line with our group strategy.
By strengthening how we engage and collect feedback,
and improving our service delivery, we are redefining
service excellence. These improvements contributed
to a strong year of work winning.
In 2025, we launched our enterprise ‘Voice of Stakeholder’
program, embedding our ‘Listen - Understand - Act’
framework across customers, employees, and suppliers.
As part of this initiative, we introduced the Customer
– Have
Your Say survey to gather direct feedback from
our
customers.
Building on our customer listening program in 2024, we invited
over 700 customers across more than 80% of our projects
to provide feedback, covering executive, management, and
operational representatives. With over 300 responses, we
achieved a 43% response rate.
Customers were asked to provide feedback against
Ventia’s six
key value drivers: Customer Focus, Safety and
Sustainability, Service Delivery, Engaged and Capable
People,
Trusted Relationships, and Efficiency and Innovation.
We also measured industry best practice indicators,
including Net Promoter Score (NPS), Customer
Satisfaction (CSAT), and Customer Effort Score (CES).
Our survey showed that 91% of customers agree they are
clear on how Ventia can help them to achieve their business
goals, 81% agree that we actively seek and respond to
their feedback, and 82% believe Ventia’s leaders engage
meaningfully with their organisations to understand their
needs and drive better outcomes. These results highlight
our continued focus on clarity, responsiveness, and
leadership
engagement.
50%
increase on work won in FY25
compared to FY24
81%
of our customers agree we
are easy to do business with
86%
customer satisfaction in FY25
Highlights
Voice of the
Customer program
Pictured: Member of our Telecommunications Traineeship program in
Hobart, Tasmania
37
VENTIA ANNUAL REPORT 2025
CONTENTS
“
As a result of Customer- Have
Your Say, our relationships with
our customers have become more
transparent and collaborative,
fostering stronger engagement
and trust. Customers feel heard
and valued, which contributes
to
their satisfaction.
”
Tym Richardson – Project Director at Ventia -
Northern Beaches Hospital
“
I t was great to have a well-structured
customer feedback program that
was facilitated independently of
the project and operational teams.
We
typically have many discussions
around contractual performance and
KPIs, but the direct nature of these
follow ups added another dynamic
to
customer service.
”
Jesse Alday – Project Director at Ventia -
NBN On Demand Module
Addressing feedback through action
Since the survey, our teams have taken purposeful steps to
close the loop and deliver improvements that matter to our
customers, such as:
•
80+ personalised action plans enabling Project Directors
and frontline teams to address individual customer
feedback - both improvements and recognition of
outstanding
performance.
• sector level workshops with senior management teams to
identify common themes and root causes, resulting in 16
enterprise-wide improvement initiatives delivered in 2025.
These projects ranged from enhancing our compliments
and complaints process to undertaking deeper analysis of
key accounts.
To ensure we continued to respond effectively, we conducted
a pulse check in the fourth quarter, confirming customers have
noticed and valued the actions taken. They acknowledge our
commitment to listening and driving positive change.
In 2026, we will continue to evolve our Voice of the Customer
program, expanding customer touchpoints and strengthening
customer-focused capabilities across our business.
Over 80% of our
customers agree
that Ventia:
83%
agree we deliver consistently
91%
agree we have a
safety-first culture
works collaboratively
to address risk
partners with the
right people
seeks feedback
to
improve
communicates
effectively
38
VENTIA ANNUAL REPORT 2025
STRONGER CUSTOMERS
Pictured: Works in progress at the SKA-Low telescope site, Western Australia
39
VENTIA ANNUAL REPORT 2025
CONTENTS
39
VENTIA ANNUAL REPORT 2025
NBN Co
Strengthening our 15-year relationship
with NBN Co
Ventia signs five-year Field Module contract to deliver fixed
line maintenance, activation and assurance services, plus
extension of the Fibre to the Node (FTTN) to Fibre to the
Premises (FTTP) upgrade program, plus regional expansion
into ACT.
Ventia has been a relationship partner to NBN Co since 2010,
delivering end-to-end services including design, construction,
on-demand deployment, field services, and network
operations and assurance.
Ventia is currently partnering with NBN Co on the FTTN
upgrade program, on-demand fibre installation, fixed line
activation and assurance, and Fixed Wireless greenfield
build
and network resilience upgrade works.
CASE STUDY
Pictured: A Ventia technician performs Fibre to the Premises work at a customer residence in the greater Melbourne area, Victoria
40
VENTIA ANNUAL REPORT 2025
STRONGER CUSTOMERS
Current services provided
• Fixed line activation and assurance (Field Module)
($2.1b, 5 years)
• Fibre to the Node upgrade program ($1.1b, 3.5 years)
• Fibre installations for new developments and businesses
($300m, 3 years)
•
Fixed Wireless greenfield build and network
resilience
upgrades
We have a long-standing relationship with NBN Co
Our relationship spans 15 years demonstrating our position as a major delivery partner
Since 2010, Ventia has
worked with NBN Co to trial
initial Fibre to the Premises
(FTTP) sites
2010
Ventia signs first major
contract with NBN Co
to deliver design and
construction services for
the original FTTP rollout
across Australia
2011
NBN Co and Ventia launch
New Developments and
high-rise connection
program along with
interexchange upgrades
2012
Ventia delivers a multi-
technology mix, with the
focus shifting to utilising
the existing Hybrid Fibre
Coaxial (HFC) network and
rollout of Fibre to the Curb
(FTTC) ser vices
2017
The New Developments
program evolves to On-
Demand Module (ODM),
allowing businesses
and new communities
to request an nbn
fibre connection
2019
Ventia signs Fibre to the
Node (FTTN) to FTTP
evolution upgrade,
recommencing in-premises
activations, assurance
work and Fixed Wireless
upgrades
2021
Extension and new scope
under Fibre Connect
program
2023
Ventia signs five-year
Field Module partnership
to deliver maintenance,
fixed line activation
and assurance services,
FTTN to FTTP upgrade
program, including regional
expansion into ACT
2025
15-year
relationship
3-5 year
contracts
$3.2b
contracts awarded in FY25
Expanded geographic footprint in Qld and NSW under Field Module
and on-demand fibre installation contracts
Including Field Module and Fibre to the Node upgrade works secured
in ACT (new awarded region)
Ventia provides services to nbn in all states and territories of Australia
41
VENTIA ANNUAL REPORT 2025
CONTENTS
Defence Clothing Services
Securing a new Defence Clothing Services contract with the Australian Defence Force
Building on Ventia’s 36+ year trusted partnership with
Defence, Ventia signed a new seven-year agreement in
2025 to
manage the Australian Defence Force’s end-to-
end clothing capability. Commencing in mid-2026, Ventia
will deliver clothing design and supply, warehousing,
distribution and
servicing of clothing stores.
Ventia has provided clothing and retail store services to
Defence for more than six years. This strategic agreement
significantly expands our scope, making Ventia the single
industry partner accountable for the entire clothing lifecycle.
This approach promotes faster, more convenient access
to uniform entitlements, and enables a more sustainable
and agile supply chain with improved compliance and
cost
control.
To deliver on this commitment, Ventia has partnered with
leading Australian suppliers, including Linfox and Workwear
Group, to support this strategic agreement and assist with
logistics, clothing design and production.
Defence members will benefit from a customer-centric retail
experience with access to modernised stores across 32 sites
nationally which will provide excellent customer service and
a seamless experience.
CASE STUDY
“
V entia is proud of our 36+
year history supporting the
Australian Defence Force.
This new contract is a strong
endorsement of our growing
presence and capability in the
Australian Defence market.
It reinforces our position as a
trusted partner and highlights
the depth of our expertise to
deliver integrated solutions in
complex environments.
”
Dean Banks – Ventia’s Managing Director
and Group Chief Executive Officer
7-year
contract term with
13-year extension options
$935m
in revenue
1
36+ year
partnership with
Australian Defence Force
1. T his is an approximate figure based on calculations of new contract award over the seven-year contract term and can vary depending on
volume and contract variability.
42
VENTIA ANNUAL REPORT 2025
STRONGER CUSTOMERS
Pictured: Joint forces headwear. From right to left: Royal Australian Air Force, Australian Army and Royal Australian Navy
43
VENTIA ANNUAL REPORT 2025
Pictured: Ventia employees working at a Defence Clothing store
CONTENTS
Pictured: TRECCA (Training, Recruitment,
Employment, Care and Career
Advancement of Aboriginal and Torres
Strait Islanders) team meeting at the
Brisbane office, Queensland
Flourishing
communities
44
VENTIA ANNUAL REPORT 2025
FLOURISHING COMMUNITIES
44
VENTIA ANNUAL REPORT 2025
Ventia is committed to creating lasting benefits for
communities across Australia and New Zealand. By keeping
resources within local regions, we empower businesses,
generate employment opportunities, and contribute to
long-term economic growth.
87%
of our workforce are locally employed
in Australia and New Zealand
99%
of Ventia’s spend stays within
Australia and New Zealand
$800k+
granted in community funding
since 2011
Highlights
Our Social Sustainability strategy underpins our commitment to
building thriving communities. We measure the positive impact
created for people and communities as a result of our activities.
To measure our community impact, Ventia adopted the
Themes, Outcomes, Measures (TOM) System – a best
practice
tool used for over a decade in Europe.
This framework provides a consistent baseline to compare
our performance and evidence the outcomes we create, from
prioritising local jobs to strengthening regional supply chains.
In 2025, Ventia delivered $6.4 billion in social value across
communities in Australia and New Zealand, and $18.5 billion
1
over past three years.
Notably, 99% of our spend remains within Australia and
New
Zealand, 62% of our local supply chain is invoiced within
the same state and 87% of our workforce are locally employed.
Ventia co-chairs the Australian Social Value Taskforce,
which brings together 60 leading organisations across public,
private, and social enterprise sectors. Together, the taskforce
developed the Australian version of the Global TOMs, launched
in November
2025.
1. In 2025 Ventia’s social value was recalculated using the published Australian Themes Outcomes and Measures (TOMs) System, replacing the 2023–24 pilot methodology.
The updated method applies refined values, broader measures, and aligns with Global TOM System for comparability. Value for 2023-24 has been restated.
Winner
Global Excellence in Social Value Award 2025
In 2025, Ventia was honoured at the Social Value Awards,
hosted by Social Value Portal, for pioneering a measurable
and scalable approach to social impact through initiatives
such as the Themes, Outcomes, Measures (TOMs) framework.
This award recognises organisations that demonstrate
exceptional innovation and commitment to social value
across
international contexts.
Judges commended Ventia for embedding social value into
the fabric of infrastructure delivery and setting a replicable
standard
globally.
CASE STUDY
“
V entia’s commitment to open
collaboration and scalable tools
like
the TOMs system exemplifies
what global excellence in social
value looks like.
”
Guy Battle – CEO, Social Value Portal
45
VENTIA ANNUAL REPORT 2025
Pictured: Ventia accepting the Global Excellence in Social Value award
at the 2025 Social Value Awards
CONTENTS
How we generate social value
Wajarri Enterprises Limited
Ventia’s joint venture (JV) with Wajarri Enterprises Limited
exemplifies innovation in supplier diversity and our
commitment to Aboriginal and Torres Strait Islander
economic
empowerment in Western Australia’s mid-west
region. Established in 2023, the partnership has already
delivered significant social value, generating measurable
outcomes that benefit both the local economy and
Indigenous
communities.
Wajarri provides essential services, including working on
contracts such as the Square Kilometer Array Observatory
(SKAO), providing services, including generator hire and
maintenance, staff deployment, and transportation, which
are critical to the JV’s operational success. In addition
to these services, Wajarri participates in the JV profit
share, ensuring that financial returns flow directly back
to the community and contribute to wealth creation and
economic resilience. Employment outcomes have also
grown
significantly, with the number of Wajarri employees
engaged at the SKAO village increasing since the start
of
the project.
Australian Spatial Analytics
We continue to partner with Australian Spatial Analytics
(ASA), a not-for-profit social enterprise that empowers
young neurodivergent individuals by providing training
and
employment in geospatial analysis, digital engineering,
and big data roles - creating inclusive pathways into
technology careers. The collaboration began in 2021
within
our Telecommunications sector and has since
expanded across
multiple sectors.
CareerSeekers
Since 2019, Ventia has partnered with CareerSeekers
to support employment for people with a refugee and
asylum
-seeking background. In 2025, aligned with
our Article 23 Agreement, we welcomed mid-career
professionals and student interns into our People Services
Team as well as
our Telecommunications and Transport
sectors. We have also redeployed participants and
secured roles in other teams, further supporting their
growth and
career development.
New Zealand initiatives
In 2025, we strengthened partnerships in New Zealand
including collaborating with the Ministry of Social
Development and Jobs and Skills Hubs to create local
employment pathways, resulting in over 100 people
employed
in our New Zealand business, up from 36
in
2024.
Community Grants Program
Our Community Grants Program continued to build
connections with local communities in 2025, supporting
initiatives that deliver lasting benefits. We received a
diverse range of applications from community groups
across Australia
and New Zealand in 2025, with our
local Steering Committees applying regional knowledge
to assess submissions. As a result, 50 groups received
$90,000+ in funding in 2025 for projects spanning
wellbeing, youth development, sustainability, arts,
health, sport, and community support. Since its inception
in 2011, the program
has provided over $800,000 in
funding to 400+ community groups across Australia
and New Zealand.
In 2025, we strengthened partnerships that deliver meaningful employment and positive social impact,
following are some examples:
Pictured: TRECCA team and Aboriginal and Torres Strait Islander employees on our Defence Base Services contract in Darwin, Northern Territory
46
VENTIA ANNUAL REPORT 2025
FLOURISHING COMMUNITIES
Pictured: Prestart presentations at the Lane Cove Tunnel, New South Wales
47
VENTIA ANNUAL REPORT 2025
CONTENTS
47
VENTIA ANNUAL REPORT 2025
Local and diverse
supply chain
48
VENTIA ANNUAL REPORT 2025
LOCAL AND DIVERSE SUPPLY CHAIN
Pictured: Members of our Transport team
at our Leonard Road Depot in Auckland,
New Zealand
VENTIA ANNUAL REPORT 2025
We are proud to work with over 12,000 suppliers across
Australia and New Zealand, enabling Ventia to deliver
essential services for our customers and communities.
We celebrate supplier diversity by partnering with a
range of local, Indigenous and social enterprises, actively
contributing to the economic growth of local communities.
12,000+
suppliers across Australia
and New Zealand
$118.3m
spend with Aboriginal and
Torres Strait Islander businesses
$10.8m
spend with social enterprises
in Australia
Highlights
Throughout 2025, we made significant progress on our
multi-year Supply Chain Transformation Strategy designed
to prioritise strategic partnerships, build best-in-class
supply chain capabilities, leverage technology, and
improve
sustainability and safety. Our priorities included:
•
optimising our Supply Chain Transformation Program
to deliver greater clarity and efficiency through
enterprise
wide
agreements
•
s
trengthening strategic partnerships by implementing
preferred supplier panels in key categories
• further streamlining fleet operations to accelerate
sustainability goals, including the electrification of
vehicles
and equipment
• aligning our team to accelerate progress towards our
transformation goals and safeguard resilience across
our
supply chain
•
i
dentifying and implementing AI-based tools to simplify
processes, making it easier for customers, projects,
and
supply partners
•
e
nsuring safety and wellbeing are at the centre of
everything
we do across our supply chain.
In 2025, we launched our Supply Partner – Have Your
Say survey, inviting approximately 1,700 suppliers and
subcontractors across projects and sectors to participate.
Using a new survey platform, we gathered valuable insights
across multiple areas, including communication and
relationship management, business processes and efficiency,
technology and digital experience, support and problem
resolution, and growth and development opportunities.
Notably, 83% of respondents agreed that we effectively
manage risks and ensure safety in joint operations, and
86% believe they are likely to bid on future opportunities
with
Ventia.
We remain committed to building strong partnerships with
our suppliers and subcontractors. Their feedback and the
recommendations from the survey will guide improvements
in
how we collaborate with our supply partners.
Our focus is on continuing to build a local and diverse supply
chain that not only supports inclusive economic growth but
also reinforces Ventia’s broader social value contribution
through embedding community benefit into our procurement
decisions—supporting local jobs, enabling small and
under
-r
epresented suppliers to grow, and helping build
thriving, resilient communities.
Simplification through technology
We are investing significantly to drive transformation across
our supply chain through advanced digital platforms and AI
integration. Our first scalable enterprise Supplier Selection
AI Agent enables project teams to find the right supplier
based on multiple criteria, including ABN validation, risk
screening, and capability alignment. We are also rolling out
technology systems to replace fragmented, manual processes
with automated workflows and real-time insights. These
systems provide procurement teams with a single source
of truth for supplier data and contracts, enabling stronger
risk management, improved compliance monitoring, and
enhanced performance tracking.
In 2025, we consolidated sector-specific email channels
into a single platform via Freshdesk. Now, all internal and
external stakeholder emails are routed through the Ventia
Operations Centre resulting in improved service for smaller
suppliers, prompt resolution of system issues, and support
for
on-time payments.
Advancing our supply
chain strategy
49
VENTIA ANNUAL REPORT 2025
CONTENTS
Building an inclusive and sustainable supply chain
Pictured: Defence Base Services team at Roberts Barracks, Northern Territory
Pictured: Members of Ventia's Transmission and Distribution team
delivering services for Western Power in Western Australia
Strengthening our
strategic partnerships
Ventia continued to strengthen its supply chain in 2025 by
deepening collaborative partnerships across a broad network
of suppliers, ensuring resilience, quality and value throughout
our operations.
A key example of this approach is our strategic partnership
with Coates, our preferred supplier for general equipment
hire
across Australia.
In July 2025, Ventia entered into a national agreement
with Coates to simplify access, unlock greater value, and
consolidate equipment hire through a single trusted partner.
By leveraging our combined national scale, we improved
efficiency, enhanced value for money, and established a
strong
platform for ongoing collaboration and problem
solving. Through Coates’ network of 135 branches, our
projects now benefit from streamlined booking processes,
competitive pricing, and consistent, reliable service.
CASE STUDY
We spent $118.3 million with Aboriginal and Torres Strait
Islander businesses and spent $13.7 million with Māori and
Pasifika-owned businesses in 2025. We also strengthened
our commitment to supplier diversity, with Indigenous
procurement contributing 3.3% of our total procurement
spend in Australia.
We were proud to be a finalist for Supply Nation’s Supplier
Diversity Partnership of the Year for our collaboration with
Mob Ready, a Supply Nation Certified Aboriginal business and
Group Training Organisation (GTO) that places Aboriginal and
Torres Strait Islander trainees and apprentices in employment.
We also maintained strong relationships with Social Traders
and the Ākina Foundation, reinforcing inclusive procurement
practices that deliver shared value and align with the United
Nations Guiding Principles on Business and Human Rights.
Sustainability in our supply chain
We are making progress in our supply chain on sustainability
initiatives with 13.0% of the Group's light vehicle fleet now
electric vehicles or hybrid, and an ongoing review targeting
a
total reduction in vehicles.
In 2025, Ventia analysed Scope 3 emissions across our
top 100 suppliers, laying the foundation for collaborative
decarbonisation initiatives. For more information on our
climate transition plan and Scope 3 initiatives, refer to our
Sustainability Report on pages 172-206.
In 2025 we published our Human Rights and Modern
Slavery
Policy, establishing values-based expectations for our
workforce and supply chain. To view the statement go
to
ventia.com/modern-slavery.
50
VENTIA ANNUAL REPORT 2025
LOCAL AND DIVERSE SUPPLY CHAIN
51
VENTIA ANNUAL REPORT 2025
CONTENTS
51
VENTIA ANNUAL REPORT 2025
Pictured: Members of Ventia's team performing maintenance work on the Sydney Road Asset Maintenance contract, New South Wales
Operating and
Financial Review
Pictured: Road upgrade works
on Beaudesert-Nerang Road
for Department of Transport
and Main Roads, Queensland
Contents
Operating and Financial Review 53
1. Operating model and business strategy 53
2. S tatutory financial performance, 53
financial position and cash flow
3. U nderlying Group financial 55
performance
4. Sector financial performance 56
5. Liquidity 59
6. On-market buyback 59
7. Dividends 59
8. Outlook 60
Risk and opportunity management
61
52
VENTIA ANNUAL REPORT 2025
OPERATING AND FINANCIAL REVIEW
Operating and Financial Review
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;
•
W
inning new work; and
•
Cross-selling our expert capabilities.
2. Statutory financial performance, financial position and cash flow
2.1 Statutory Group financial highlights
2025
$’m
2024
$’m
Change
$’m
Change
%
Revenue6,141.16,105.535.60.6%
Profit after income tax272.2220.252.023.6%
2025
Cents per
Share
2024
Cents per
Share
Change
Cents per
Share
Change
%
Basic earnings per share32.422 5 .746.6826.0%
Other measures
1
2025
$’m
2024
$’m
Change
$’m
Change
%
EBITDA5 5 7. 0499.35 7.711.6%
NPATA275.02 27. 947.120.7%
Operating cash flow before interest and tax500.4456.244.29.7%
Operating cash flow conversion %
2
89.8%91.4%n/a(1.6pp)
Work in hand22,138.619,353.62,785.014.4%
1. Other measures are non-International Financial Reporting Standards (IFRS) measures that have been derived from statutor y information.
2. Calculated as operating cash flow before interest and tax, divided by EBITDA.
EBITDA – Earnings before interest, income tax, depreciation and amortisation.
NPATA – Net profit after tax, excluding the after-tax impact of amortisation of acquired intangible assets.
53
VENTIA ANNUAL REPORT 2025
CONTENTS
2.2 Statutory Group financial performance
2025
$’m
2024
$’m
Change
$’m
Change
%
Revenue6,141.16,105.535.60.6%
Other income24.9–24.9n/a
Expenses(5,610.1)(5,609.3)(0.8)0.0%
Share of profits of joint ventures1.13.1(2.0)(64.5%)
Earnings before interest, income tax, depreciation and amortisation5 57. 0499.357.711.6%
Depreciation expense(10 0.7)(105.6)4.9(4.6%)
Amortisation expense(20.6)(33.0)12.4(37. 6 %)
Earnings before interest and income tax435.7360.775.020.8%
Finance costs(5 7. 9)(58.8)0.9(1.5%)
Interest income10.511.1(0.6)(5.4%)
Profit before income tax388.3313.075.324.1%
Income tax expense(116.1)(92.8)(23.3)2 5 .1%
Profit after income tax272.2220.252.023.6%
Amortisation of acquired intangible assets (after tax)2.87.7(4.9)(63.6%)
NPATA275.02 27. 947. 120.7%
Revenue
Ventia reported an increase in revenue of $35.6 million, or 0.6%, to $6,141.1 million in FY25. The increase was driven by the strong
performance in Infrastructure Services and Telecommunications, as a result of new contract wins and full year impact of contracts
mobilised in 2024, offset by lower project work and exited contracts in Defence and Social Infrastructure.
Section 4 provides further commentary on sector performance.
Other income
In January 2025, the Group entered into an agreement with a joint venture between ACCIONA and Ferrovial for the novation of
the operations and maintenance contract and all associated Public Private Partnership agreements on the Toowoomba Second
Range Crossing (TSRC) contract. The novation resulted in a gain of $24.9 million.
EBITDA
Statutory EBITDA increased by $57.7 million, or 11.6%, to $557.0 million in FY25. The movement was driven primarily by the TSRC
novation, and strategic focus on higher margin work and delivery of efficiency programs in Defence and Social Infrastructure and
a
shift in portfolio mix in Infrastructure Services. The Group statutory EBITDA margin increased to 9.1% (FY24: 8.2%).
Depreciation expense
Depreciation expense decreased by $4.9 million, or 4.6%. Depreciation expense was higher in the second half of 2025 due to
higher capital expenditure.
Amortisation expense
Amortisation expense decreased by $12.4 million, or 37.6%, as a portion of acquired customer contracts and relationships were
fully amortised in FY24.
Income tax
Income tax expense was $116.1 million for FY25, representing an effective tax rate of 29.9% (FY24: 29.6%).
54
OPERATING AND FINANCIAL REVIEW
VENTIA ANNUAL REPORT 2025
2.3 Statutory 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 $71.5 million in FY25. Key movements included a net increase in trade and other
receivables and contract assets of $36.7 million driven by higher revenue in FY25, and a decrease in contract liabilities of
$73.8 million due to certain contracts approaching completion, offset by an increase in trade and other payables of $36.9 million,
consistent with the higher volume of work performed. Provisions decreased by $10.3 million primarily due to the TSRC novation.
Net debt
Net debt comprises borrowings (excluding capitalised borrowing costs) and lease liabilities, less cash and cash equivalents.
Net debt increased by $202.9 million to $703.9 million, mainly due to the decrease in cash held at the end of FY25 of $156.5 million.
The decrease in cash held at the period end was primarily driven by the on-market buyback and associated transaction costs in
FY25 of $137.8 million and purchase of treasury shares of $28.0 million, offset by an increase in operating cash flow.
2.4 Statutory cash flow
Operating cash flow
Net cash generated from operating activities for FY25 was $378.9 million, representing an increase of $22.7 million from FY24.
This was driven primarily by an increase in EBITDA, offset by higher income tax paid.
Investing cash flow
Total cash outflow from investing activities was $127.4 million for FY25, representing a $48.1 million increase compared with FY24.
Cash outflow for both years comprised payments for acquisition of property, plant and equipment, and intangible assets. The
increase was mainly driven by the increase in consideration paid for acquisition of business of $6.9 million, spending on digital
capability uplift, and investment in plant and machinery for the rig and well services business.
Financing cash flow
Total financing cash outflow of $405.8 million increased by $183.4 million compared to FY24, as a result of the on-market buyback
and associated transaction cost of $137.8 million, purchase of treasury shares of $28.0 million and an increase in dividends paid of
$19.8 million.
3. Underlying Group financial performance
The underlying financial performance has been derived from the statutory financial information by excluding the impact of the
TSRC novation (see Section 2.2).
Highlights of the underlying financial performance:
2025
$’m
2024
1
$’m
Change
$’m
Change
%
Underlying EBITDA532.1499.332.86.6%
Underlying NPAT254.8220.234.615.7%
Un de r l y ing NPATA2 5 7. 62 27. 929.713.0%
Underlying operating cash flow before interest and tax497. 9456.241.79.1%
Underlying operating cash flow conversion
2
93.6%91.4%n/a2.2pp
Work in hand22,138.619,353.62,785.014.4%
2025
Cents per
Share
2024
Cents per
Share
Change
Cents per
Share
Change
%
Underlying basic earnings per share
3
30.342 5 .744.6017. 9 %
1. Statutory and Underlying financial performance were aligned for FY24, with no adjustments required.
2. Calculated as Underlying operating cash flow before interest and tax divided by Underlying EBITDA.
3. Calculated as Underlying NPAT divided by the weighted average number of ordinar y shares issued.
EBITDA – Earnings before interest, income tax, depreciation and amortisation.
NPAT – Net profit after tax.
NPATA – Net profit after tax, excluding the after-tax impact of amortisation of acquired intangible assets.
55
VENTIA ANNUAL REPORT 2025
CONTENTS
3.1 Underlying Group financial performance
2025
$’m
2024
$’m
Change
$’m
Change
%
Revenue6,141.16,105.535.60.6%
Underlying EBITDA532.1499.332.86.6%
Underlying EBITDA margin8.7%8.2%n/a0.5pp
Depreciation expense(10 0.7)(105.6)4.9(4.6%)
Amortisation expense(20.6)(33.0)12.4(37. 6 %)
Underlying earnings before interest and income tax410.8360.750.113.9%
Finance costs(5 7. 9)(58.8)0.9(1.5%)
Interest income10.511.1(0.6)(5.4%)
Underlying profit before income tax363.4313.050.416 .1%
Income tax expense(108.6)(92.8)(15.8)17. 0 %
Underlying profit after income tax254.8220.234.615.7%
Amortisation of acquired intangible assets (after tax)2.87.7(4.9)(63.6%)
Underlying NPATA2 57.62 27. 929.713.0%
Underlying EBITDA increased by $32.8 million, or 6.6%, to $532.1 million in FY25. The improvement in the underlying EBITDA
margin from 8.2% to 8.7% was driven by strategic focus on higher margin work and shift in portfolio mix.
3.2 Reconciliation of statutory profit after income tax to Underlying NPATA
2025
$'m
2024
$’m
Statutory profit after income tax272.2220.2
Profit from the TSRC novation(24.9)–
Income tax effect7. 5–
Underlying net profit after income tax254.8220.2
Amortisation of acquired intangible assets (after tax)2.87.7
Underlying NPATA2 57.62 27. 9
4. Sector financial performance
4.1 Defence and Social Infrastructure
FY25 Sector EBITDA
$204.6m
13.3% on FY24
% of total Group revenueSector revenue ($’m)
FY24FY25
2,579.4
2,398.0
39.0%
2025
$’m
2024
$’m
Change
$’m
Change
%
Sector revenue2,398.02,579.4(181.4)( 7. 0 %)
% of Group revenue39.0%42.2%n/a(3.2pp)
Sector EBITDA204.6180.624.013.3%
Sector EBITDA margin8.5%7. 0 %n/a1.5pp
56
OPERATING AND FINANCIAL REVIEW
VENTIA ANNUAL REPORT 2025
Defence and Social Infrastructure reported revenue of $2,398.0 million, which represents a decrease of $181.4 million or 7.0% on
FY24. The decline was driven by lower Defence Base Services project work, exited contracts and revised scope of a Housing and
Community contract.
During FY25, Ventia was awarded two Base Services Transformation (BST) packages by the Department of Defence valued at
approximately $2.7 billion. The contract will commence in February 2026 for an initial term of six years, with extension options up
to a maximum package term of 10 years. A new contract with the Australian Defence Force was also awarded to Ventia to provide
services and support for its clothing capability valued at approximately $935 million. This contract will commence in May 2026
for an initial term of seven years with options to extend for up to a further 13 years. The contracts also reflect the diversity and
breadth of our capabilities across Army, Air Force and Navy bases. Ventia also secured an extension of its Facility Management
Agreement with the City of Sydney valued at approximately $100 million over two years. The scope of services includes hard and
soft facilities management, project works, cleaning, maintenance, and strategic asset management.
FY25 EBITDA was $204.6 million, an increase of $24.0 million or 13.3% on FY24, driven by a strategic focus on higher margin work
and delivery of efficiency programs.
4.2 Infrastructure Services
FY25 Sector EBITDA
$128.7m
17.1% on FY24
% of total Group revenueSector revenue ($’m)
FY24FY25
1,316.7
1,426.7
23.2%
2025
$’m
2024
$’m
Change
$’m
Change
%
Sector revenue1,426.71, 316.7110.08.4%
% of Group revenue23.2%21.6%n/a1.6pp
Sector EBITDA128.7109.918.817.1%
Sector EBITDA margin9.0%8.3%n/a0.7pp
Infrastructure Services reported revenue of $1,426.7 million, which represents an increase of $110.0 million or 8.4% on FY24.
This growth was driven by new contracts secured in FY25 and the full year impact of FY24 contract wins in Energy and Water.
In FY25, Infrastructure Services secured major new contracts and renewals, including the Transgrid Delivery Services Panel
for transmission network projects, engineering services with BHP Western Australia Iron Ore, and remediation of a former coal
gasworks site in Victoria expanding our partnership with AusNet. We also delivered grid connection assets for wind and solar
farms on behalf of Powerlink in Queensland, and Elecnor and Harmony Energy in New Zealand. Contract extensions included
Sydney Water Northern region, Energy Queensland streetlight network maintenance, Water Services Alliance with Far North
District Council in New Zealand, APA Group for SA Gas Distribution Network services, and a plant maintenance extension
for
BlueScope.
FY25 EBITDA was $128.7 million, an increase of $18.8 million or 17.1% on FY24, driven by revenue increases, productivity
improvements and the shift in portfolio mix to toward Energy and Water.
57
VENTIA ANNUAL REPORT 2025
CONTENTS
4.3 Telecommunications
FY25 Sector EBITDA
$208.2m
4.3% on FY24
% of total Group revenueSector revenue ($’m)
FY24FY25
1,577.0
1,672.5
27.3%
2025
$’m
2024
$’m
Change
$’m
Change
%
Sector revenue1,672.51, 5 7 7. 0 95.56 .1%
% of Group revenue27. 3 %25.8%n/a1.5pp
Sector EBITDA208.2199.68.64.3%
Sector EBITDA margin12.4%12.7%n/a(0.3pp)
Telecommunications reported revenue of $1,672.5 million, which represents an increase of $95.5 million or 6.1% on FY24.
This increase was underpinned by the mobilisation of new contract wins with Telstra and NBN.
In FY25, Telecommunications secured the nbn Field Module contract worth $2.1 billion to provide new connections and network
services in Queensland, New South Wales and Tasmania. We also secured the $800 million nbn Fibre to the Node upgrade
contract and a $100 million contract with Tuatahi First Fibre in New Zealand. As announced in December 2024, Ventia has also
secured a five-year agreement with Telstra for Strategic Field Maintenance, Design and Construction Contract which is expected
to generate over $400 million annual revenue.
FY25 EBITDA was $208.2 million, an increase of $8.6 million or 4.3% on FY24, primarily driven by growth in revenue.
4.4 Transport
FY25 Sector EBITDA
$49.3m
6.5% on FY24
% of total Group revenueSector revenue ($’m)
FY24FY25
632.4
643.9
10.5%
2025
$’m
2024
$’m
Change
$’m
Change
%
Sector revenue643.9632.411.51.8%
% of Group revenue10.5%10.4%n/a0.1pp
Sector EBITDA49.346.33.06.5%
Sector EBITDA margin7.7 %7. 3 %n/a0.4pp
58
OPERATING AND FINANCIAL REVIEW
VENTIA ANNUAL REPORT 2025
Transport reported revenue of $643.9 million, which represents an increase of $11.5 million or 1.8% on FY24. Revenue grew
modestly despite the novation of TSRC and completion of a number of minor capital work projects, underlining the resilience
of
our portfolio of long-term contracts.
In 2025, Transport secured a three-year maintenance and renewals contract with Whangarei District Council in NZ with two further
three-year options for a potential total nine-year term. We also secured pavement rehabilitation works with the Pilbara Ports
Authority and works with BP for the first phase of the Australian Renewable Energy Hub. Contract extensions in FY25 included a
one-year extension with Queensland South Coast Road Asset Management and a two-year maintenance contract extension for
Thames Coromandel District Council.
FY25 EBITDA was $49.3 million, an increase of $3.0 million or 6.5% on FY24. The EBITDA margin increased from 7.3% to 7.7% due
to continued discipline in work winning and improved operational efficiency across the portfolio.
5. Liquidity
As at 31 December 2025, the Group had liquidity of $636.3 million, comprising cash balances of $236.3 million and committed debt
facilities of $400.0 million.
Syndicated banking facilities
Ventia has in place $900.0 million of revolving cash facilities, comprising two $250.0 million tranches, which are fully drawn as
at 31 December 2025, and a five-year $400.0 million tranche, which is undrawn as at 31 December 2025. The two $250.0 million
tranches will mature in 2027 and 2028 respectively and the $400 million tranche will mature in 2029.
Ventia also has in place a $250.0 million Asian Term Loan (ATL) facility, which is fully drawn at 31 December 2025. The ATL will
mature in 2031.
Covenants on financing facilities
The Group’s financing facilities contain undertakings to comply with financial covenants. The main financial covenants that
the Group is subject to are leverage ratio (≤3.25) and interest cover (≥4.0). The Group complied with all its financial covenants
throughout FY25.
Bank guarantees and insurance bonds
The Group has $835.0 million (31 December 2024: $760.0 million) of bank guarantee and insurance bond facilities on a
committed and uncommitted basis to support its contracting activities. The Group utilised $449.9 million of these facilities
at
31 December 2025 (31 December 2024: $460.5 million).
Credit ratings
At 31 December 2025 and 31 December 2024, the Group has investment grade credit ratings of Baa2 (Outlook Stable) from Moody’s
and BBB (Outlook Stable) from S&P.
6. On-market buyback
On 19 February 2025, Ventia announced an on-market buyback of up to $100 million and this was upsized to $150 million on
14 August 2025. During 2025, Ventia bought back 29.1 million shares for $137.6 million at an average price of $4.72 per share.
The on-market buyback is consistent with Ventia’s ‘Capital Allocation Framework’ which has three pillars: maintaining financial
strength and flexibility, investing to grow our core business, and maximising total shareholder returns.
7. Dividends
Ventia targets to pay out between 60% and 80% of the Group’s 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 19 February 2026, the Ventia Board resolved to pay a final dividend of 12.54 cents per share, 90% franked, representing a
payout ratio of 75%.
Ventia intends to frank future dividends to the maximum extent possible, subject to the availability of franking credits.
59
VENTIA ANNUAL REPORT 2025
CONTENTS
8. Outlook
Ventia enters 2026 with confidence, underpinned by a resilient and diversified portfolio, strong financial performance, and a clear
strategy to Redefine Service Excellence.
We continue to leverage our expert capabilities across our four sectors - Defence & Social Infrastructure, Infrastructure Services,
Telecommunications, and Transport - delivering consistent outcomes for our clients and communities. Our disciplined approach
to capital allocation and operational execution ensures we remain well-positioned to convert quality opportunities into
sustainable
growth.
Ventia’s customer renewal rate remains high at 82%, reflecting the trust placed in our delivery model. Work in hand increased
to $22.1 billion as at 31 December 2025, supported by strategic contract wins, including the nbn Field Module, Fibre to the Node
upgrade, Defence Base Services and Defence Clothing Services contracts. These wins demonstrate the strength of our long-term
partnerships and our ability to respond to evolving market needs.
We continue to see strong tailwinds across our core growth areas, including in Defence, Digital Infrastructure, Energy Transition
and Water, and remain focused on delivering sustainable financial returns, maintaining strong cash conversion (>90%), and
continuing to return capital to shareholders.
For 2026, we provide guidance for underlying NPATA growth of 7-10%, excluding the one-off positive impact of the TSRC novation
in 2025.
Pictured: Site visit to the Telstra Intercity Fibre project near Australian Capital Territory
60
OPERATING AND FINANCIAL REVIEW
VENTIA ANNUAL REPORT 2025
Robust risk management is critical to enabling Ventia to achieve its strategic, operational and
commercial objectives aligned with our commitment to redefining service excellence.
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 risk and embeds risk management in
our processes and practices to foster positive risk behaviours
to thrive in a rapidly changing operating environment. 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.
Refer to the
Sustainability Report Section 4 on page 192.
Ventia defines risk management as the identification,
assessment and treatment of risks that have the potential
to materially impact our operations, people, reputation, the
environment and the communities in which Ventia operates,
as well as the financial prospects and reputation of Ventia.
The risk management framework guides how Ventia identifies,
assesses, controls, monitors and tests, and reports on
risks and opportunities across the business while ensuring
that Ventia operates within the risk appetite established by
the
Board.
Internal Audit
External Audit
Internal
Independent
Project Reviews
Risk Management
Process
Independent
Review Risk
and Controls
Risk
Appetite
Identify
Control
Monitor
& Test
Assess
Oversight
& Reporting
Customer focused
Innovative
Sustainable
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 Management Framework manages both risks and opportunities.
The Risk 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 Managing Director and 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 Management
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.
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.
Operational risks
Day-to-day, compliance,
people, systems and
processes, potential to
change direction of
project’s strategy.
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
Risk and opportunity management
61
VENTIA ANNUAL REPORT 2025
CONTENTS
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.
•
Safety is driven by strong leadership, risk management and an integrated health
and safety framework to protect our people and communities
• Ventia’s 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 prioritise and
enhance their overall physical and psychological wellbeing
•
Elevate Safety Leadership Excellence program empowers leaders with key
insights into enhanced actions, behaviours and performance needed to elevate
sustained safety performance and value
•
V
entia applies a ‘Fair Play’ model to promote outstanding performance and
reinforce significant leadership accountability for safety outcomes
Work winning and retention of
work
•
V
entia’s ability to win strategically significant
and value-generating work, can 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
translate into new work
•
C
ommencement of newly won contracts
may be delayed
• Certain counterparties may have the right
to terminate their contract with Ventia or
renegotiate during the contract term
•
Ventia’s existing and target customers may
shift from outsourcing to insourcing services
• Increased competition and changes in
market conditions can impact our ability
to
renew or secure new opportunities
• Ventia’s work winning teams identify and secure cross sector / cross contract
opportunities to bring expanded capabilities to existing customers
•
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
•
P
roject teams are tasked with optimising existing Ventia capabilities for service
delivery rather than outsourcing
•
B
est available data is utilised across Ventia to focus on continued growth in
existing contracts along with winning new work
•
V
entia builds and maintains strong relationships with customers, strategic
partners and other stakeholders to understand changing and future
requirements
•
Customer satisfaction and trust are underpinned by delivering service
excellence and meeting (or exceeding) our performance goals to foster
long
-t
erm customer relationships
•
W
ork winning processes are standardised across the Group, including the
proactive management of contractual risk and opportunity
Cyber security, data protection risks and
third-party technology providers
Ventia relies on a complex information and
communications technology platform to
manage the delivery of our operations and
services 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, regulatory intervention, loss
of customer trust, as well as have potential
impact on the ability to secure future
work
opportunities.
•
V
entia'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
•
T
he 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
•
I
nternal and external audits and reviews validate compliance and drive
continuous improvement
•
Undertaken a cybersecurity review of third parties and business continuity
planning, for service delivery excellence
•
V
entia's cyber awareness program includes yearly training on our cybersecurity
policy, individual cybersecurity assessments, regular email phishing campaigns,
device registration and protection monitoring, and other training programs
•
I
SO/IEC 27001: 2022 certification program expanded with controls implemented
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VENTIA ANNUAL REPORT 2025
Key RisksManagement Approach
Attracting and retaining capability
in critical roles
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 continued to ease 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
•
Refining 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
•
S
trengthening workforce diversity to better reflect the communities in which
the company operates
Operational performance and service
delivery under client contracts
Ventia's purpose is to make infrastructure work
for our communities. It is imperative to deliver
services 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 service delivery 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 is undertaken 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 intervention and improvement
•
A
ctive risk and opportunity management at a project level to manage mitigating
actions and drive operational performance
•
A real-time project reporting system that monitors contract performance and
provides a monthly performance scorecard
•
I
mplementation of Ventia's Project Minimum Operating Controls Standard across
all projects drives consistent internal controls regardless of size and
complexity
•
M
aterial issues are reported to the Board and ARCC
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VENTIA ANNUAL REPORT 2025
CONTENTS
Key RisksManagement Approach
Regulatory compliance
•
V
entia operates within a complex regulatory
landscape of federal, state and local laws
and regulations across Australia and
New
Zealand
• Changes in government policy or regulatory
settings may have an adverse effect on
Ventia’s financial performance
•
F
ailure to comply may result in prosecution,
fines and penalties, imposition of conditions
or other sanctions
•
Our work winning processes identify, assess and seek to mitigate the impacts
of changes to regulatory requirements to inform operational decision-making
•
V
entia has a dedicated Group Legal and Compliance team that advises the
business on its legal, regulatory and compliance obligations across Australia
and New Zealand
•
V
entia’s compliance framework includes annual Code of Conduct training
and certification, with our formal whistleblower policy defining various
escalation protocols and channels (including a dedicated external
whistleblower hotline) to assist in the reporting and remediation of
inappropriate or unethical
behaviours
•
V
entia’s licence management framework governs licensing obligations,
compliance and certification requirements
Industrial Relations
•
A s
ignificant proportion of Ventia’s
frontline workforce is covered by a variety
of industrial instruments, collective
agreements, enterprise agreements and
modern awards. Consequently, Ventia may
be exposed to the risk of industrial action,
which can negatively impact our operations
and customer experience of our services
•
I
ndustrial instruments are complex
documents that require interpretation to
accurately determine payments and accrual
of employment benefits. Ventia’s large
payroll governed by these varied industrial
agreements creates payroll complexity,
with a risk of potential underpayment or
overpayment of our employees, which may
have a negative impact on Ventia’s financial
performance and reputation
•
V
entia aims to effectively engage and consult with our employees and employee
representatives to address issues and grievances promptly and comply with
workplace laws
• Ventia has a dedicated Industrial Relations function, with industrial relations
specialists and employment lawyers to manage employment and industrial
relations risks (including in relation to the interpretation of industrial
instruments)
•
Ventia’s Industrial Relations functions works closely with our Payroll function
in relation to our end-to-end activities, and other processes and controls,
underpinning employee payments
Information on Ventia’s climate-related risks and opportunities and included in the Sustainability Report on pages 172 - 206.
64
OPERATING AND FINANCIAL REVIEW
VENTIA ANNUAL REPORT 2025
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 for growth, 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 services needed to support them.
•
Redefining Service Excellence, our focus on delighting our customers, listening
and expanding our footprint, both within our existing customer partners and
gaining further share of addressable market
•
Building on our strong customer relationships to diversify and grow our
integrated service offering
•
Leveraging our Voice of the Customer program to listen, understand and act.
• Data and analytics enhancement to drive transparent evidence-based
decision
-m
aking
•
Simplifying and standardising our processes to unlock the full power of our
scale to optimise value creation
•
S
trengthening our cross-sector go-to-market, with a whole-of-business.
solutions approach, supported by within-sector / cross-sector opportunity
sharing and state-based steering committees
•
Implementing our Leadership Edge framework, which focuses on leading
enterprise impact with a mindset that facilitates cross-selling opportunities
and best enterprise outcomes
Unlocking the innovation
and
digital evolution
Modern technology platforms and
continuously improved cybersecurity embed
responsible AI while fostering innovation
throughout our organisation. Ventia is
committed to deliver smarter, safer, and more
connected services for our customers and to
the communities in which we operate.
•
Building on our AI capabilities, in accordance with our Responsible AI
Framework, to drive efficiency while improving our service quality
•
Utilising our cybersecurity processes to safeguard data, maintain our
customers’ trust, and enable sustainable growth in an increasingly connected
and data-driven world
•
W
e launched VenSpark, our enterprise-wide innovation and ideation
platform designed to transform ideas into practical solutions that deliver
measurable value
•
O
ur Ventia Operations Centre (VOC) is our digital and innovation hub, operating
24/7 to deliver inbound and outbound customer service across the Group
•
H
igh-quality data from across Ventia’s operations feeds into our digital analytics
platform VenSights, to enable data-driven decision-making and service delivery
Energy transition
The shift toward renewable energy and
electrification in Australia and New Zealand
brings new opportunities to support clients
in the energy transition; we are well-
positioned to support the energy transition
with asset management, operation and
maintenance
services.
• Customer and pipeline development to position us for success in supporting
the energy transition and providing energy resilience solutions
•
D
etailed workforce and skills development through apprenticeships, customer
partnerships and specialised capability building
•
L
everage our cross-organisational enterprise expertise to support opportunities
for customers
•
R
efer to the Sustainability Report Section 3.2.2 page 184.
Strategic supplier partnerships
Strategic partnerships across our supply chain
can further optimise performance, reduce
operating costs, manage risk and generate
long-term value for us and for our customers.
•
P
referred supplier panels implemented for key categories, supporting diverse
projects and client needs with high-performing suppliers
• Identifying and implementing AI-based tools to simplify processes, making it
easier for customers, projects, and supply partners
•
I
mproved service for smaller suppliers through the VOC, prompt resolution of
system issues, and support for on-time payments
•
Supply partner – Have Your Say survey launched for baselining and feedback to
listen, understand and act
•
C
ontinued commitment to supplier diversity and Indigenous procurement
Employee value proposition and culture
Our employee value proposition is built
around our commitment to Redefining Service
Excellence. Our commitment to safety, health
and wellbeing as well as a Fair, Inclusive, and
Respectful workplace, empower our people
to connect, engage and create value for our
stakeholders.
•
S
takeholder program – Employee - Have Your Say survey gathers direct
feedback from our workforce to listen, understand and act
•
T
raining and upskilling from our Ventia Academy
•
I
nvesting in our Employee experiences, e.g. talent marketplace,
onboarding,
learning
•
V
enSpark, Ventia's innovation and ideation platform, empowers employees to
contribute, collaborate and innovate anywhere, any time
•
F
airness, Inclusion and Respect framework
•
E
mbedding our Leadership Edge framework, which sets the standard for great
leadership and shapes our leadership development programs and pathways
65
VENTIA ANNUAL REPORT 2025
CONTENTS
Directors’ Report
Pictured: Ventia's Cremorne office
overlooking the Yarra River in
Melbourne, Victoria
66
GOVERNANCE
VENTIA ANNUAL REPORT 2025
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 2025 (together referred to as the Group).
Directors
The following persons held office as Directors of the Company during the financial year ended 31 December 2025 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 Jeff Forbes
Ms Sibylle Krieger
Mr Damon Rees
Ms Lynne Saint
Ms Anne Urlwin
All of the current Directors are independent 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 one of the largest providers of integrated facilities management in Australia
and New Zealand and 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;
•
O
ur Infrastructure Services business provides comprehensive and multidisciplinary maintenance and improvement solutions
to owners and operators of critical infrastructure. Our capabilities span utilities (energy networks, renewable assets and water),
resources and industrial assets (mining, oil and gas and manufacturing) 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.
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; and
•
O
ur 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 Australia and New Zealand in incident response, and our expertise extends to minor capital
works, temporary traffic management, and disaster response and recovery.
Further details of the results of operations and likely developments are set out in the Operating and Financial Review on
pages
52-65.
Significant changes in the state of affairs
There were no significant changes in the nature of activities of the Group during the financial year.
On-market buyback
On 19 February 2025, Ventia announced an on-market buyback of up to $100 million and this was increased to $150 million on
14 August 2025. During 2025, Ventia bought back 29.1 million shares for $137.6 million at an average price of $4.72 per share.
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VENTIA ANNUAL REPORT 2025
CONTENTS
Directors’ shares
As at 31 December 2025, the relevant interest of the current Directors in the shares of the Company were:
DirectorNumber of Shares
David Moffatt (Chairman)9,962,179
Jeff Forbes126,470
Sibylle Krieger105,882
Damon Rees40,000
Lynne Saint101,232
Anne Urlwin106,955
Dean Banks (Managing Director and Group CEO)6 , 4 6 7, 1 24
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 2025.
Board
Meetings
Audit, Risk &
Compliance
Committee
People and
Remuneration
Committee
Safety and
Sustainability
Committee
Business
Development
and Digital
Committee
1
Business
Development
Committee
2
Digital
Committee
3
Nominations
Committee
Director(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)(A)(B)
D Moffatt111144––4466332233
J Forbes 111144––––66332233
S Krieger 1111––554465332233
D Rees1111––55––66332233
L Saint 1111445544––––––33
A Urlwin 1111445544––––––33
D Banks 1111––––––––––––––
(A) Number of meetings eligible to attend.
(B)
N
umber of meetings attended.
1.
Committee existed as a combined Committee up to June 2025.
2. New stand-alone Business Development Committee established June 2025.
3.
N
ew stand-alone Digital Committee established June 2025.
At times, Directors may 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 69 – 71.
Company Secretaries
Jill Hardiman
Amy Jackson (appointed 10 February 2025)
Details of company secretary experience and qualifications are set out on page 71.
68
GOVERNANCE
VENTIA ANNUAL REPORT 2025
Board of Directors
Non-Executive Directors
David Moffatt
Chairman,
Independent
Non-E
xecutive
Director
Joined the Board in December 2014: Board Chairman, Member of the Nominations Committee, Audit, Risk
and Compliance Committee, Safety and Sustainability Committee, Business Development Committee 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 Apollo
ANZ (NYSE: APO) and Chair of the American Chamber of Commerce in Australia. David’s previous roles include
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)) and the Peter MacCallum Cancer Foundation.
Degrees/Qualifications: David holds a Bachelor Business from QUT, an Honorary Doctorate at QUT and is a
member of the Australian Institute of Company Directors.
Jeff Forbes
Independent
Non-Executive
Director
Joined the Board in October 2021: Independent Non-Executive Director, Chair of the Nominations Committee,
Chair of Business Development Committee and Member of the Audit, Risk and Compliance Committee and
Digital 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 has previously served as a Non-Executive Director of PWR Holdings Limited (ASX: PWH), 2015 to 2024 and of
Cardno Limited (delisted from the ASX in January 2025).
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 the People and
Remuneration Committee, and Member of the Nominations Committee, Safety and Sustainability Committee,
Business Development Committee 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 AusEnergy Services Limited (formerly 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 (NZX: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 regulator y tribunal.
Degrees/Qualifications: Sibylle holds a Bachelor of Laws (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.
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VENTIA ANNUAL REPORT 2025
CONTENTS
Non-Executive Directors
Damon Rees PSM
Independent
Non-Executive
Director
Joined the Board in July 2023: Independent Non-Executive Director, Chair of the Digital Committee, Member of
the People and Remuneration Committee, Nominations Committee and Business Development Committee.
Skills and Experience: Damon is a Sydney-based business leader focused on culture, digital enablement, and
innovation, with more than 20 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, Chair of NSW eHealth, and Chair of the Single Digit Patient
Record Implementation Authority Advisory Board. 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
-E
xecutive
Director
Joined the Board in October 2021: Independent Non-Executive Director, Chair of the 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
nearly 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 (NZX:TLT). 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 New Zealand Division of the Chartered Governance Institute).
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GOVERNANCE
VENTIA ANNUAL REPORT 2025
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 November 2024.
Jill 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 of Applied Corporate Governance from the Governance Institute of Australia, is an
Associate of the Governance Institute of Australia and a Justice of the Peace NSW.
Amy Jackson
Group General
Counsel
Joined Ventia 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.
Dividends
Details of dividends for the current and previous financial year are as follows:
2025
Cents per
share
2024
Cents per
share
Final dividend for 2025 to be paid on 9 April 2026 (90% franked)12.54-
Interim dividend for 2025 paid on 8 October 2025 (90% franked)10.71-
Final dividend for 2024 paid on 7 April 2025 (80% franked)-10.63
Interim dividend for 2024 paid on 7 October 2024 (80% franked)-9.35
Since the end of the year, the Directors have resolved to pay a final dividend of 12.54 cents per fully paid ordinary share, 90%
franked. In accordance with AASB 110 Events after the Reporting Period the proposed final dividend is not recognised as a liability
at 31 December 2025.
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VENTIA ANNUAL REPORT 2025
CONTENTS
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 has commenced a prosecution
against Ventia in the Whangarei District Court, and Ventia has pleaded not guilty, with the defence of that matter ongoing.
As at 31 December 2025, 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)
A
ny liability incurred by the person in that capacity;
(ii)
L
egal 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)
L
egal 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 Touche Tohmatsu, 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-a
ssurance 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
98.
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.
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VENTIA ANNUAL REPORT 2025
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 in accordance with that Instrument, 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 2025 is set out on pages 100 – 115 and is also
available on the Company’s website at www.ventia.com/governance.
Matters subsequent to balance date
Since the end of the financial year, the Directors have resolved to pay a final dividend of 12.54 cents per fully paid ordinary share,
90% 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 2025.
Unless disclosed elsewhere in the Consolidated Financial Statements, no other material matter or circumstance has arisen since
31 December 2025 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
•
t
he 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 52 – 65;
• Remuneration Report pages 76 – 97; and
• Auditor’s Independence Declaration page 98.
This Report is made in accordance with a resolution of the Directors of the Company and is dated 19 February 2026.
David Moffatt
Chairman
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VENTIA ANNUAL REPORT 2025
CONTENTS
Executive Leadership Team
Through a ‘One Ventia’ approach, our leadership team works to drive an inclusive and values driven
culture where our people are connected, engaged and empowered to deliver service excellence for
our customers through our shared purpose and strategy.
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.
Jodie Blake
Group Executive,
People, Safety and
Sustainability
Jodie joined Ventia in January 2022 as Group Executive – People, Safety and Sustainability.
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 of
Industrial and Employee Relations from Monash University. She is also a Graduate of the
Australian Institute of Company Directors.
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.
Mark Fleming
Chief Financial
Officer
Mark 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 a Certified Practising Accountant (CPA) in Australia.
Emma Hogan
Group Executive,
Strategy and
Corporate Affairs
Emma joined Ventia in January 2024 as Group Executive - Strategy and Corporate Affairs.
Em has over 25 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.
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VENTIA ANNUAL REPORT 2025
Amy Jackson
Group General
Counsel
Amy Jackson joined Ventia as 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.
Derek Osborn
Group Executive,
Innovation and
Transformation
Derek joined Ventia's Executive Leadership Team in 2020 following the acquisition of
Broadspectrum. As Group Executive, Derek leads Ventia's enterprise-wide innovation
and transformation agenda. His portfolio brings together supply chain, engineering, and
enterprise services to drive new revenue streams, deliver significant cost efficiencies,
and execute the company's digital and data strategy.
With more than 25 years’ experience in operational management, 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.
Sarah Palmer
Group Executive,
Telecommunications
Sarah joined Ventia in 2025 and is responsible for leading Ventia’s telecommunications
business across Australia and New Zealand.
Prior to her current role, Sarah was Executive Vice President for North American
telecommunications network infrastructure services provider Telecon, in Toronto,
Canada. She was also Global Vice President Digital Infrastructure of Boldyn Networks.
She previously held executive roles at both Telstra and NBN Co in Australia.
Sarah is an experienced leader with over 20 years’ experience across Australia and
Canada in the technology, telecommunications and IoT sectors. Sarah is a Graduate
of Harvard Business School's Advanced Management Program and holds a Bachelor
of Economics and Japanese Studies from The University of Sydney.
Damian Pedreschi
Group Executive,
Tr a n s p o r t
Damian joined Ventia in 2023 as Executive General Manager – New Zealand and
commenced as Group Executive – Transport in October 2025.
Prior to this, he held several senior executive roles at Beca over a 16-year period,
including Chief Customer and Markets Officer, Group Director Transport & Infrastructure,
and General Manager – Transport.
With extensive experience in delivering complex critical and essential infrastructure
across New Zealand and Australia, Damian is known for his strategic leadership and
commitment to aligning client needs with community outcomes. His strong marketing
and business acumen, combined with a passion for building high-performing teams,
has made him a respected voice in the transport industry.
Damian holds qualifications in Business Management, Leadership, and Marketing from
institutions including Wharton Business School and the University of Montpellier.
Mark Ralston
Group Executive,
Defence and Social
Infrastructure
Mark joined Ventia in 2015 and is Group Executive – Defence and Social Infrastructure
responsible for the strategic growth and delivery of services to the defence, local
government, property and social infrastructure sectors, including education, health,
housing and justice.
Prior to his current role, Mark was responsible for leading Ventia's Telecommunications
business. He was previously also Group Executive - Strategy and Corporate Affairs
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.
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VENTIA ANNUAL REPORT 2025
CONTENTS
Remuneration
Report
Remuneration
Report
Contents
Letter from the Chair of the People 77
and Remuneration Committee
1. Key Management Personnel 79
2. Key messages for FY25 79
3. FY25 remuneration at a glance 81
4. Executive remuneration structure 83
5. Business performance and 88
remuneration outcomes
6. Non-Executive Director fees 92
7. Remuneration governance 93
8. Statutor y disclosures 95
Pictured: Pictured: A member of our
Water team performing an inspection
at a wastewater treatment plant,
Rocklea, Queensland
76
GOVERNANCE
VENTIA ANNUAL REPORT 2025
Sibylle Krieger
Chair of the People and
Remuneration Committee
Letter from the 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 2025.
FY25 was a year of strong financial performance as we
achieved underlying net profit after tax excluding amortisation
of acquired intangible assets (NPATA) of $257.6m, which
exceeded the upgraded guidance range announced at our
half-year results in August 2025. FY25 was also a year of
growing shareholder returns, as Ventia continued to mature
as
an ASX150 company and to deliver for our shareholders.
Our overall enterprise-wide safety performance was strong
and we improved our total recordable injury frequency
rate (TRIFR) significantly. This strong result was, however,
marred by a tragic fatality in the last few weeks of 2025.
We lost a young colleague in November 2025 at the Port
Kembla steelworks site in New South Wales. This incident
was felt deeply across our business and is a stark reminder
of the importance of our people’s health and safety. While
the investigation remains ongoing, given that the safety of
our people is Ventia’s foremost priority, the Board has given
careful consideration as to how this should impact FY25
remuneration outcomes.
Alongside information available to date concerning the
fatality,
the Board considered the following performance
outcomes in determining the remuneration outcomes for
the year:
•
W
hile revenue was flat year-on-year, our Underlying earnings
before interest, tax, depreciation and amortisation (EBITDA)
margin improved to 8.7%, our highest ever, demonstrating
our commitment to focus on higher margin work while
ensuring disciplined cost management.
•
A continued emphasis on building our pipeline of work,
with work in hand increasing by 14.4% to $22.1b, while also
ensuring reliable cash flow by maintaining our underlying
operating cash conversion ratio of 93.6% consistent with
last
year.
• Delivering growing shareholder returns, including our
highest ever dividend since listing, with a total dividend
declared of 23.25 cents per share in FY25. During the year,
we also increased our on-market share buyback program
from $100m to $150m, demonstrating our commitment
to
delivering strong capital returns to our shareholders.
• Improving our TRIFR through a reduction to 2.81, compared
to 3.31 last year.
•
Reducing our carbon emission intensity, in relation
to Scope 1 and 2 emissions (market-based), from
6.5 t
CO₂
-e
/$million to 6.4 tCO₂
-e
/$million.
Our strong financial, TRIFR and sustainability performance
would ordinarily point to a short-term incentive (STI) outcome
of 103.8% for our executive KMP. To recognise the significance
of the Port Kembla fatality however, the Board has exercised
discretion to reduce the safety component to nil, resulting in
a
15% reduction to the FY25 STI and an outcome of 88.8%.
Given that investigations into the causes of the Port Kembla
fatality are not yet concluded, the Board will consider the need
for further adjustments, if any, once the investigations have
concluded. Any further adjustments will be disclosed in future
years' Remuneration Reports.
Further detail of the FY25 STI assessment can be found in
section 5.3 of this Report.
“
Our remuneration approach has remained
in place since our ASX listing in 2021 and
continues to be fit-for-purpose for our
current stage. It focuses management on
delivering on annual and long-term outcomes
and provides the Board with the flexibility
to assess remuneration outcomes with
consideration of financial and non-financial
performance, including
safety.
”
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VENTIA ANNUAL REPORT 2025
CONTENTS
In relation to FY25 total fixed remuneration (TFR) and long-
term incentive (LTI) outcomes:
•
TFR per annum for the MD & CEO increased by 4.0%
to $1,456,000 and the CFO received a 3.5% increase
to $853,875, in line with the FY25 employee salary
review
budget.
• For the FY25 LTI award which was subject to an up-front
grant assessment at the end of FY25, an outcome of 90.4%
was achieved. This up-front grant assessment determines
the number of Share Appreciation Rights (SARs) to be
granted (as a percentage of an individual’s maximum LTI
opportunity) and is subject to further financial performance
testing of each tranche prior to vesting. Further detail of the
LTI up-front grant assessment can be found in section 5.4.
•
For the first tranche of the FY22 LTI award which was tested
at the end of the vesting period in March 2025, the return
on equity (ROE) hurdle was met, resulting in 100% vesting
for this tranche. The SARs only hold value if the share
price is higher at the date of vesting than the allocation
price, which in this case was $2.220. Given Ventia’s share
price at vesting of $4.214, each SAR in the first tranche of
the FY22 LTI delivered a value of $1.994, recognising the
growth in shareholder value delivered by our executives
during the vesting period. The remaining two tranches
of the FY22 LTI award are due to be tested in March 2026
and March
2027 and the outcome will be disclosed in
subsequent
Remuneration Reports.
Following careful consideration of the external stakeholder
feedback received before and at the 2025 Annual General
Meeting (AGM), we have improved our disclosures in relation
to FY25 remuneration outcomes, by:
•
R
etrospectively disclosing the actual outcomes achieved in
the STI scorecard relative to threshold, target and stretch.
• Retrospectively disclosing the performance targets for our
up-front LTI grant assessment.
As foreshadowed in the FY24 Remuneration Report, the Board
base fee was increased by 3.9% in FY25. Other changes were
made to the structure of Non-Executive Director (NED) fees
to
reflect ASX market practice – see section 6 for more detail.
The Board is of the view that Ventia’s current remuneration
framework remains fit-for-purpose for the Company’s current
stage. Accordingly, no significant changes to the executive
remuneration structure are proposed for FY26. However,
following an extensive independent executive and NED
benchmarking exercise conducted by external advisors, the
following changes will be made to FY26 remuneration levels:
•
T
FR for the MD & CEO will increase by 3.00% and for the CFO
by 3.25%, reflecting market benchmarks and business and
individual performance.
•
The benchmarking exercise indicated that the LTI
opportunity of the MD & CEO was below market. To improve
the competitiveness of the MD & CEO’s total remuneration
package and focus the MD & CEO on Ventia’s long-term
strategy, his maximum LTI opportunity will increase from
100% to 120% of TFR.
•
T
he People and Remuneration Committee (PRC) Chair fee
will increase from $25,000 to $30,000, to recognise the time
commitment and workload required in the role, and taking
into account the benchmarking information received. This
is
the first increase to the PRC Chair’s fee since Ventia’s ASX
listing in 2021.
The Board continues to engage, value and listen to the
feedback of shareholders. 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 that we deliver to all our stakeholders. On behalf
of the Board, we look forward to welcoming you and receiving
your feedback at our 2026 AGM.
Yours sincerely,
Sibylle Krieger
Chair of the People and Remuneration Committee (PRC)
19 February 2026
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GOVERNANCE
VENTIA ANNUAL REPORT 2025
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 2025 (FY25).
1. Key Management Personnel (KMP)
This Report outlines Ventia's remuneration framework and the outcomes for the year ended 31 December 2025 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.
NamePositionTerm as KMP
Non-Executive Directors
David MoffattChair, Independent Non-Executive DirectorFull year
Jeff ForbesIndependent Non-Executive DirectorFull year
Sibylle KriegerIndependent Non-Executive DirectorFull year
Damon ReesIndependent Non-Executive DirectorFull year
Lynne SaintIndependent Non-Executive DirectorFull year
Anne Urlwin Independent Non-Executive DirectorFull year
Executives
Dean BanksManaging Director and Group Chief Executive Officer (MD & CEO)Full year
Mark FlemingChief Financial OfficerFull year
2. Key messages for FY25
The variable remuneration outcomes and remuneration changes are summarised below.
ElementDetailReference
FY25 STI Outcomes
Following the assessment of the STI metrics, an outcome of 88.8% was achieved. This outcome
was used to calculate the STI payable, including deferred share rights granted to participants.
The total STI to be awarded to the MD & CEO and CFO is 59.2% of their maximum opportunity.
To enhance our disclosure this year, we have disclosed the performance outcomes achieved in
the STI scorecard and where this sits relative to threshold, target and/or stretch.
Section 5.3
Application of
Discretion
To recognise the significance of the Port Kembla Steelworks fatality during the year, the Board
has exercised discretion to reduce the safety component of the STI to nil, resulting in a 15%
reduction to the overall FY25 STI scorecard outcome from 103.8% to 88.8%.
Given that investigations into the causes of the Port Kembla fatality are not yet concluded,
the Board will consider the need for further adjustments, if any, once the investigations have
concluded. Any further adjustments will be disclosed in future years' Remuneration Reports.
Section 5.3
FY25 LTI Up-front
Grant Assessment
Outcome
Ventia’s fit-for-purpose LTI plan is strongly aligned with the delivery of our strategy of Redefining
Service Excellence and comprises performance tests occurring at two points in the LTI award
lifecycle – before the award is granted and before the award vests. This aims to moderate the
grant value of the award upfront, while also ensuring long-term performance is achieved before
any awards vest.
Following an assessment against the up-front grant metrics, an outcome of 90.4% was achieved.
This outcome is used to calculate the number of Share Appreciation Rights (SARs) to be granted
to participants, which are subject to further performance testing during the vesting period.
Based on feedback received in the lead-up to the 2025 AGM and to enhance our level of
disclosure, we have disclosed performance targets and outcomes of the up-front grant
assessment metrics this year.
Section 5.4
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VENTIA ANNUAL REPORT 2025
CONTENTS
ElementDetailReference
FY22 LTI Vesting
Outcome (Tranche 1)
As part of the performance test at the end of the vesting period, the first tranche of the initial LTI
SARs award granted post ASX listing vested on 31 March 2025 as:
•
T
he return on equity (ROE) hurdle of 15% was met; and
•
The vesting price of $4.214 exceeded the share price at allocation of $2.220.
Each SAR delivered $1.994 in value to participants.
Further details on the vesting outcomes of the second and third tranches of the FY22 LTI will be
released in subsequent Remuneration Reports when these awards are tested.
Section 5.5
NED Fee and
Structure
Changes
During FY25, Board base fees (excluding the Chair fee) increased by 3.9% to $187,000 (exclusive
of superannuation).
In addition, the following changes were made to the Board’s fee structure:
•
Previously, the independent Chair of the Board was paid a Board Chair fee and committee
member fees for membership on three committees, totalling $395,000 (exclusive of
superannuation). In FY25, this approach was streamlined, aligning with ASX market practice,
to provide the Chair with an all-in-one fee of $395,000 (exclusive of superannuation) to cover
the Board Chair fee and all committee memberships. There has been no change to his total
fee during FY25; and
•
The role of Lead Independent Director has been removed and Jeff Forbes no longer receives
the Lead Independent Director fee.
Section 6.1
Changes for FY26
Informed by an independent benchmarking exercise undertaken by the Company’s external
advisors against our ASX peers of similar size, the below changes will be made to executive KMP
remuneration levels to ensure ongoing market competitiveness:
• TFR will increase for the MD & CEO by 3.00% and for the CFO by 3.25%; and
• LTI opportunity for the MD & CEO will increase from 100% to 120% of TFR after the
benchmarking exercise indicated that the LTI component was below market. This greater
weighting on LTI also aims to focus the MD & CEO on achieving our long-term growth strategy.
In terms of NED fees, based on the benchmarking outcomes, only the PRC Chair fee will
increase, from $25,000 to $30,000 (exclusive of superannuation). This aims to recognise the time
commitment and workload required in the role, noting that this is the first increase to the PRC
Chair’s fee since Ventia’s ASX listing in 2021.
N/A
Pictured: Members of Ventia's Transport team at Port of Brisbane, Queensland
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VENTIA ANNUAL REPORT 2025
3. FY25 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 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. Participants will only be eligible to participate in the plans where a
minimum level of performance is met and the gates for each plan are met (unless otherwise determined by the Board).
Performance
Category Performance MeasuresSTI Weight
LT I G r a n t
Weight
LTI Vest
WeightFY23FY24FY25FY26FY27FY28FY29
Safety
Leader Learning
Conversations
Gate on
entire STI
TRIFR10%
Strategic Initiatives
Cross-selling 5%
Sustainability
Carbon emission intensity5%
Financial
Net profit after tax and
amor t is at ion (NPATA )
(85%
of budget)
Gate on
entire STI
NPATA 35%
Free cash flow25%
Revenue secured
20%
Work in hand
33.3%
Cash conversion ratio 33.3%
Earnings per share
compound annual growth
rate (EPS CAGR)
33.3%
ROEGate on
e nt ir e LT I
Shareholder Return
Growth in share price
Gate on
e nt ir e LT I
100%100%
Both gates
to be met
Legend
STI Metric: Performance Period LTI Metric: Performance Period
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VENTIA ANNUAL REPORT 2025
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The STI rewards executives for delivery against key criteria that are critical focus areas in the financial year. The rationale behind
each STI measure’s selection is outlined below.
STI Performance CategoryRationale and Description
SafetySafety is fundamental to our licence to operate and underpins our strategy.
A leading indicator, Leader Learning Conversations, acts as a gateway to participate in the STI. Each participant
is required to complete 12 safety conversations during the year at our sites, to a high standard, which is
reviewed and monitored. Ventia’s Leader Learning conversations provide leaders with the opportunity to
engage in an open two-way discussion with employees about safety and are focused on fostering a culture
of
transparency, accountability and continuous improvement.
In addition to the Leader Learning conversation gate, 10% of the scorecard is weighted towards TRIFR, a lag
indicator of our annual safety performance.
Strategic InitiativesCross-selling is a key metric for our business to expand customer relationships and encourage collaboration
between our sectors, and whole-of-enterprise thinking on the part of our executive team. As part of our strategy
to Redefine Service Excellence, collaboration enables us to leverage our diverse capabilities to support clients.
SustainabilityCarbon emission intensity reduction targets emphasise that sustainability is a key pillar of our strategy.
Reducing Ventia’s Scope 1 and 2 emissions assists the business in meeting the expectations of our investors
and
customers.
FinancialDelivering annual financial outcomes that drive long-term shareholder value and align with the Company’s
strategic priorities. To be eligible for any STI awards, an NPATA gateway equivalent to 85% of budget must be
met (in addition to the Leader Learning Conversation gateway outlined above) to ensure a minimum level of
financial performance is achieved and to ensure affordability of the program to Ventia.
Once the financial gateway is met, the financial metrics assessed are:
•
NPATA, which reflects Ventia's underlying profitability, ensuring management remains focused on growing earnings;
•
F
ree cash flow, which reflects Ventia’s ability to generate cash from the normal operations of the business; and
•
R
evenue secured, which demonstrates Ventia's ability to capture market share, with a focus on higher margin work.
The LTI promotes long-term shareholder value creation through the inclusion of both up-front grant metrics (informing the initial
grant quantum) and vesting metrics (informing the quantum that vests). This approach ensures focus on long-term priorities
and shareholder value creation over a period of up to seven years (as illustrated in the figure in Section 4.3), and also promotes
retention of senior talent.
The rigorous LTI up-front grant metrics serve as a moderator to determine the initial LTI quantum, as a percentage of the
maximum opportunity, to ensure that the initial LTI quantum reflects the broader business context and performance over
a
backward-looking period of up to three years.
LTI Grant MetricRationale and Description
Work in HandWork in hand measures Ventia's success in building a resilient and reliable revenue base, comprising of:
• Future revenue from contracted projects with agreed volumes and scope; and
• An 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 at 31 December 2025.
Cash Conversion
Ratio
Cash conversion ratio measures the efficiency of Ventia in converting our contracted revenue to cash over a three-year period.
This is measured by calculating operating cash flow before interest and tax divided by EBITDA from 1 January 2023 to
31
December 2025 (three years).
EPS CAGREPS CAGR measures Ventia's ability to generate consistent and sustainable earnings growth over a three-year period,
with consideration of shareholder dilution and the impact of share buybacks.
This is measured by EPS growth from 31 December 2022 to 31 December 2025 (three years).
Once the initial LTI grant quantum is determined and SARs are granted, a further performance test occurs on the SARs at the end
of two, three and four years against the below vesting metrics.
LTI Vesting MetricRationale and Description
ROEROE measures Ventia’s ability to generate a meaningful profitable return from its shareholders’ equity. For each
tranche (at the end of two, three and four years), ROE needs to be at least 15% at the end of the preceding financial
year for the SARs tranche to be eligible to vest.
Share Price GrowthDeliver y of the LTI in SARs means executives only receive value from their awards when the share price at vesting
is higher than the share price at allocation, linking LTI outcomes to shareholder value creation. If the share price at
vesting is
below the allocation price, participants will receive nil LTI value (even if the ROE metric is met).
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4. Executive remuneration structure
The Board has carefully considered the remuneration structure for 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 that also sets
Ventia up for future success.
We benchmark our remuneration against similar-sized companies to ensure competitive levels and have designed a remuneration
framework we believe to be the best fit for Ventia at its current stage, to reward and motivate executives to deliver positive
outcomes in both the short and long term that are well-aligned to the interests of our shareholders.
4.1. Total Fixed Remuneration (TFR)
Purpose
TFR for executive KMP is set with reference to our ASX peer group/s, to attract and retain capable
leaders and reward them for their role responsibilities and accountabilities.
Opportunity
To ensure market competitiveness of remuneration arrangements, during the year, an independent
benchmarking exercise was undertaken by external advisors, against companies of similar size.
Delivery Mechanism
Cash and other benefits (including superannuation).
4.2. STI Plan
The key terms of the 2025 STI plan are outlined below.
STI illustration
Year 1
50% of STI awarded in cash
Year 0 Year 2Year 3
50% deferred into
Share Rights
One-year performance period against
a scorecard of safety, financial,
strategic and sustainability metrics.
One year (50%)
Two years (50%)
50% of Share
Rights vest
50% of Share
Rights vest
Te r mDetail
Purpose
The STI focuses the efforts of our executives on achieving our key annual priorities during the financial
year, including meeting safety, financial, strategic and sustainability performance objectives.
Opportunity
STI opportunity is calculated as a percentage of TFR as shown below.
PositionTarget (% of TFR) Maximum (% of TFR)
MD & CEO85%1 27. 5%
CFO60%90%
Performance Period
One year.
Delivery Mechanism
The STI is delivered 50% in cash and 50% in deferred Share Rights, provided the overall STI awarded is
at least $100,000.
For the deferred Share Rights, half vest after one year and the balance after two years. At the end of the
vesting period, each Share Right converts into a fully paid Ordinary Share. No consideration is payable
by the participant for each Share Right upon conversion.
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VENTIA ANNUAL REPORT 2025
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Te r mDetail
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 share rights had those shares
been held since the grant date of the share rights. The Board considers that Dividend Equivalents
strengthen the alignment of executives’ outcomes to those of shareholders over the same period.
Award Assessment
Subject to meeting the below, participants are eligible for an STI:
• Safety gateway – meeting the required number of Leader Learning Conversations;
• NPATA gateway – meeting at least 85% of budget; and
• A minimum level of acceptable individual performance.
Performance is assessed at the end of each financial year against a Group scorecard comprising of
the safety, financial, strategic and sustainability measures outlined in sections 3.2 and 5.3. In the
first quarter of each financial year, the Board sets performance targets against each measure at the
threshold, target and stretch levels based on annual budgets, business plans, economic conditions
and the market outlook.
Threshold represents the minimum performance level required for a payment to be made, while
stretch denotes a level of out-performance at which the maximum STI for that measure is awarded.
The Board ensures that performance targets are both challenging and motivating enough to
encourage executives to meet the objectives.
The Board retains overarching discretion to modify performance outcomes including should there
be a fatality and/or a material environmental, social or governance event during the year, including
modifying overall STI outcome to zero in appropriate circumstances.
4.3. LTI Plan
The key terms of the 2025 LTI plan are outlined below.
LTI illustration
Vesting of SARs subject to further sale restrictions
Grant of SARs
Work in hand (33%) is assessed
as at 31 December 2025.
Rolling three-year assessment
of cash conversion ratio (33%)
and EPS CAGR (34%).
Te r mDetail
Purpose
The LTI focuses our executives on meeting our long-term objectives to drive sustained business
growth and create shareholder value.
Opportunity
LTI opportunity is calculated as a percentage of TFR as shown below.
RoleMaximum (% of TFR)
MD & CEO100%
CFO80%
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Te r mDetail
Up-front Grant Assessment
Prior to allocating any awards under the LTI, Ventia assesses performance via an up-front grant
assessment against three financial measures (looking back at performance for up to three years)
to
determine the initial LTI grant value using the formula below.
The LTI up-front grant assessment 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 initial quantum of LTI awards and aligns the quantum to the
Company’s overall performance.
LTI Grant Value = Maximum LTI Opportunity ($) x Up-front Grant Assessment Outcome (%)
The equally weighted measures comprise of (1) Work in hand, (2) Cash conversion ratio and (3) EPS
CAGR. Further detail on these measures and how the up-front grant assessment works are shown in
Sections 3.2 and 5.4.
For each of these measures, the LTI grant value outcome is determined as shown below, with
straight-line pro-rata increases between performance levels.
Performance achievedLTI grant value (% of maximum LTI opportunity)
Below thresholdZero
Threshold50%
Target75%
Maximum100%
Delivery Mechanism
Share Appreciation Rights.
A SAR is a right to receive a fully paid Ordinary Share subject to meeting vesting conditions
and positive share price growth between the initial allocation date and the vesting date. No
consideration is payable by the participant for each SAR.
Where the vesting price is lower than the allocation price, the SARs will have no value for participants.
Allocation Methodology
Ventia determines the value of each SAR to be equal to 35% of Ventia’s allocation price rather than
using a variable Black-Scholes fair value calculation methodology where the discount would change
year-to-year. The Board believes its fixed discount approach is a more transparent approach, more
readily understood and generally a more conservative outcome than Black-Scholes.
The number of SARs to be granted following the 2025 up-front grant assessment is determined by
the formula shown below.
Number of SARs =
Maximum LTI Opportunity ($) x Upfront grant Assessment Outcome (%)
20 trading day volume weighted average price (VWAP)
up to and including 31 December 2025 x 35%
Subsequent Vesting Conditions
At the end of the vesting period for each tranche of SARs, subsequent vesting metrics must also be
met for any SARs to vest:
•
Threshold level of 15% ROE achieved in the preceding financial year; and
• The vesting price must be higher than the allocation price. The initial allocation price for the
2025 LTI will be the 20 trading day VWAP up to and including 31 December 2025. The vesting price
for the 2025 LTI is the 20 trading day VWAP up to and including 31 December 2027 (Tranche 1),
31 December 2028 (Tranche 2) and 31 December 2029 (Tranche 3).
Where any SARs vest, the number of fully paid Ordinary Shares to be delivered is determined by the
formula shown below.
Number of Shares =
Number of SARs x (Vesting price – Allocation price)
Vesting 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. The Board considers that Dividend Equivalents strengthen the
alignment of executives’ outcomes to those of shareholders over the same period.
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VENTIA ANNUAL REPORT 2025
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Te r mDetail
Sales Restriction
To further ensure alignment with long-term business value creation and with the shareholder
experience, a 14-month sale restriction applies to Shares received from each tranche of vested SARs.
Rationale for the LTI Design
Ventia's LTI plan was carefully crafted to be fit-for-purpose for the business' current stage 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:
•
A
pplying the initial LTI grant assessment to moderate the actual grant value, based on
performance in 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;
•
D
elivery via SARs promotes strong focus on shareholder alignment by only rewarding executives
when there has been share price growth between grant and vesting; and
• The additional 14-month sale restrictions that apply post vesting for each LTI tranche further
align the executives to the shareholder experience and promote retention of senior talent.
4.4. Executive KMP pay mix
The following graphs show the pay mix at maximum performance for the MD & CEO and CFO. The actual pay awarded will be
subject to the performance against set targets.
CEOCFO
TFR
STI Maximum
LTI Maximum
30%
39%
31%
TFR
STI Maximum
LTI Maximum
37%
33%
30%
4.5. Minimum shareholding requirement
In line with the remuneration principle of providing strong shareholder alignment, a minimum shareholding requirements (MSR)
is in place for the Non-Executive Directors (NEDs) and Executive KMP. The Company's MSR for these roles is outlined below:
PositionMinimum Shareholding RequirementTiming to Meet Requirement
1
NED100% of Board base fee3 years
MD & CEO200% of TFR5 years
CFO100% of TFR5 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 MSR is achieved, KMP
are expected to retain those levels.
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4.6. Other terms of the STI and LTI
4.6.1. Clawback
A clawback provision applies to participants’ incentive awards, which allows the Board to clawback Share Rights, SARs, any
resulting Shares from the exercise of vested awards (including Dividend Equivalents) or the financial benefit of those resulting
Shares arising from the awards in the below circumstances.
The relevant circumstances in which clawback may occur include:
•
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 c
atastrophic environmental or safety event that results in significant damage to the reputation of any company in the Ventia
group or its operations; or
•
A
ny other circumstance that the Board determines would result in a participant receiving an inappropriate benefit if clawback
was not exercised.
4.6.2. Change of control
Where there is a change of control event, subject to meeting the ASX Listing Rules, the Board may determine that:
•
U
nvested awards will vest and become exercisable in full or in part; and
•
The Company, on behalf of the participant, will direct any trustee to transfer trust Shares into the participant's name.
4.6.3. Cessation of employment
The treatment of awards on ceasing employment will depend on the circumstances of cessation, with the Board retaining
overarching discretion to determine an alternative treatment.
Unvested Awards
Unless the Board in its discretion determines otherwise:
• For employees deemed to be a 'Good Leaver,' 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 Ordinary Shares that have vested.
4.7. Executive service agreements
The following table outlines the summary of terms of employment for executive KMP.
PositionTerm of AgreementNotice Period by ExecutiveNotice Period by Company
MD & CEOOngoing9 months9 months
CFOOngoing6 months6 months
Executive KMP are also subject to restraints that will apply upon cessation of employment to protect the business interests
of
Ventia.
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VENTIA ANNUAL REPORT 2025
CONTENTS
5. Business performance and remuneration outcomes
The Board considers the link between remuneration outcomes and Company performance to be of critical importance. Ventia
has delivered solidly against a wide range of business objectives in FY25, demonstrating the breadth of our offering, combined
with the strength and long term nature of our relationships with key customers.
Total revenue
$6,141.1m
0.6% on FY24
Underlying EBITDA
$532.1m
6.6% on FY24
Underlying EBITDA %
8.7%
0.5 pp on FY24
Underlying NPATA
$ 2 5 7. 6 m
13.0% on FY24
Underlying cash conversion
ratio
93.6%
2.2 pp on FY24
Work in hand
$22.1b
14.4% on FY24
TRIFR
2.81
15% on FY24
5.1. Historical business performance
The Company's STI and LTI awards are structured to align executive remuneration with business performance, placing a strong
emphasis on the delivery of incentives in equity to align with shareholder outcomes.
The graphs and table below summarise Ventia's performance over the past five years.
0
50
100
150
200
250
300
FY25FY24FY23FY22FY21
$’m
15.1% CAGR
0
5
10
15
20
25
FY25FY24FY23FY22FY21
$’b
7.2% CAGR
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
FY25FY24FY23FY22FY21
$’m
7.7% CAGR
70%
80%
90%
100%
FY25FY24FY23FY22FY21
2.5% CAGR
Underlying NPATA ($m)
Work in Hand ($b)
Total Revenue ($m)
Underlying Cash Conversion Ratio (%)
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GOVERNANCE
VENTIA ANNUAL REPORT 2025
FY21FY22FY23FY24FY25
Opening share price ($)1.70
1
2.002.413.143.60
Closing share price ($)2.002.413.143.605.95
Dividends paid per share (cents)6.288.9416.5918.7621.34
On-market buyback ($'m)----1 37. 6
Statutory ($’m)
To t a l r e v e n u e4, 5 5 7.45 ,16 7. 55,676.46,105.56,141.1
Earnings before interest, income tax, depreciation
and amortisation (EBITDA)
312.2414. 3465.2499.35 5 7. 0
Net profit after tax (NPAT)19.5191.2189.8220.2272.2
Underlying2 ($’m)
To t a l r e v e n u e4, 5 5 7.45 ,16 7. 55,676.46,105.56,141.1
EBITDA379.9419.8465.2499.3532.1
NPATA14 6.8179.6202.12 27. 92 5 7. 6
NPAT131.3162.8189.8220.2254.8
1. As Ventia listed on the Australian Securities Exchange on 19 November 2021, the opening share price in FY21 reflects the IPO issue price of $1.70.
2. Refer to Operating and Financial Review section for a reconciliation between statutor y results and underlying results.
5.2. FY25 TFR outcomes
As foreshadowed in last year’s Remuneration Report, a modest increase to TFR was provided to executive KMP in FY25, which did
not exceed the salary increase budget that applied to Ventia’s salaried employees.
PositionFY24 TFRFY25 TFRIncrease %
MD & CEO$1,400,000$1,456,0004.0%
CFO$825,000$853,8753.5%
5.3. FY25 STI outcomes
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. In light of the Port Kembla fatality during FY25,
the Board has exercised discretion to reduce the safety component to nil, resulting in a 15% reduction to the FY25 STI outcome
from 103.8% to 88.8%. Depending on the outcome of the investigation into the fatality, the Board will consider the need for
further adjustments to remuneration once the investigation concludes. Any further adjustments will be disclosed in future years'
Remuneration
Reports.
The following table provides a summary of Ventia's performance against the measures set out in the FY25 STI Scorecard used to
assess our executives, ensuring a collective focus on Group outcomes. Based on external stakeholder feedback received in FY25,
we have sought to balance enhancing the level of disclosure to be more aligned with the expectations of an ASX 150 company yet
still preserving commercial sensitivities.
All participants are required to meet a minimum level of acceptable performance to be eligible to receive their STI award each year.
MetricWeightingPerformance AchievedWeighted Outcome
NPATA minimumGatewayFY25 NPATA of $257.6m met the gate (equal to 85%
of budget) to be eligible for the STI.
Met
Leader Learning
Conversations
GatewayEach executive KMP undertook at least 12 Leader
Learning Conversations during the year, meeting
the gateway to be eligible for the STI.
Met
Safety10%15.0%
ThresholdTargetMaximum
TRIFR10%TRIFR result was 2.81 and significantly improved from last year’s result of 3.31 and highlights
Ventia’s commitment to continued safety performance. This result exceeded stretch.
Financial80%79.6%
ThresholdTargetMaximum
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VENTIA ANNUAL REPORT 2025
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MetricWeightingPerformance AchievedWeighted Outcome
NPATA35%A record NPATA of $257.6m, an increase of 13% from FY24. However, this result was slightly
below the challenging target set in our annual budget resulting in an outcome close to target.
Free cash flow25%Free cash flow of $318.3m. Whilst this was a decrease of 3% from FY24, this was explained by
higher capital expenditure. This result was above budget but below stretch, resulting in an
outcome slightly above target.
FY26 revenue secured20%Secured FY26 revenue of $5,565.3m, which resulted in an outcome close to target. While FY26
revenue secured exceeds the FY25 revenue secured figure, this remained below our target,
partly due to the execution of our strategy to focus on higher-margin work.
Strategic Initiatives5%4.7%
ThresholdTargetMaximum
Cross-selling5%We further capitalised on cross-selling opportunities between our sectors to achieve $144.8m
in cross-selling revenue during FY25. While this was a 25% improvement on our FY24 cross-
selling revenue result of $115.8m, this result still fell below our challenging target.
Sustainability5%4.5%
ThresholdTargetMaximum
Carbon emission
intensity
5%Carbon intensity relating to Scope 1 and 2 emissions (market-based) for FY25 was 6.4
tCO₂
-e
/$million, which was an improvement on our carbon intensity of 6.5 tCO₂
-e
/$million in
FY24, demonstrating Ventia’s commitment to meeting our sustainability goals. Nonetheless,
this still fell below our challenging target, resulting in a result between threshold and target.
To t a l 100%
Preliminary scorecard outcome (prior to
adjustment)
103.8%
(% of target)
To t a l 100%
Final scorecard outcome (post-adjustment)1
88.8%
(% of target)
1. Given the fatality which occurred during the year, the Board has reduced the safety component to nil, to recognise the significance of this event.
Based on the above final scorecard outcome of 88.8%, the following table presents the STI award to executive KMP with respect
to performance in FY25. Cash payments and the allocation of Share Rights are expected to take place in March 2026 following the
release of the FY25 full year results.
Executive
KMP
Target
Opportunity
($)
Maximum
Opportunity
($)
To t a l
Awarded
($)
Cash
Component
($)
Deferred
Equity
Component
($)
Minimum
total value
of deferred
share rights
Maximum
total value
of deferred
share rights
% of
Maximum
Achieved
% of
Maximum
Forfeited
Dean Banks1 , 2 37, 6 0 01,856,4001,098,989549,494549,495-928,20059.2%40.8%
Mark Fleming512,325768,488454,9452 27, 47 22 27, 47 3-384,24459.2%40.8%
5.4. FY25 LTI grant assessment outcomes
At the start of each financial year, executive KMP are invited to participate in the LTI, where the grant quantum is subject to an
initial grant test, to determine the number of SARs to be allocated.
The following table presents the grant assessment outcomes for the FY25 LTI.
MetricWeighting
Threshold
(50%
vesting)
Maximum
(100%
vesting)
Performance
Achieved
Weighted Outcome
Work in hand ($b)33.33%19.022.122.133.3%
Cash conversion
ratio (%)
33.33%85.0%100.0%91.4%23.8%
EPS CAGR (%)33.33%7. 0 % p. a .12.0% p.a.13.5% p.a.33.3%
To t a l100%
90.4% (% of
maximum)
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VENTIA ANNUAL REPORT 2025
Based on an up-front grant assessment outcome of 90.4%, executive KMP will receive an LTI allocation value 9.6% lower than their
maximum opportunity. The SARs will be subject to further performance testing at the end of each tranche’s vesting period (up to
four years).
The following table presents the allocation value of the SARs to be granted to executive KMP. SARs are expected to be granted in
March 2026 following the release of the FY25 full-year results. The minimum opportunity is $nil.
Executive KMPMaximum Opportunity ($)
% of Maximum Allocated from Up-front Grant
Assessment Outcome
Value of SARs at
Allocation ($)
Dean Banks1,456,00090.4%$1,316,224
Mark Fleming683,10090.4%$ 617, 52 2
5.5. FY22 LTI vesting outcomes
As disclosed in last year’s Remuneration Report, the first tranche of the FY22 LTI SARs was due to vest subject to:
• Meeting a ROE target of 15% for the year ended 31 December 2024; and
• Positive share price appreciation above the allocation price at the vesting date.
The following table presents the performance outcomes for the first tranche of the FY22 LTI.
MetricTargetPerformance Achieved
ROE15%ROE outcome exceeded the 15% target.
Share price
appreciation
Allocation price of $2.220 is the floor price.
A share price below the allocation price at the
vesting date would result in nil value for participants
and there would be no vesting for the entire tranche
(even if ROE is met). SARs only have value when the
share price at vesting is above the allocation price.
The vesting price is calculated as the 10 trading day VWAP
following the release of Ventia’s FY24 full-year results, which
was
$4.214.
Each SAR has delivered a value of $1.994 ($4.214-$2.220). This
is multiplied by the number of SARs held by the participant to
calculate the total vesting value to be delivered in Ventia Shares.
5.6. Legacy Ventia Executive Incentive Plan (EIP)
The legacy EIP was put in place for the initial listing of Ventia in 2021 and has been in run-off since then.
The following table summarises additional information for the EIP legacy arrangements that applied only to the MD & CEO in FY25.
Te r mDetail
Eligibility
Previously limited to select permanent employees, as determined by the Board. At the KMP level, only the MD &
CEO participates.
Opportunity
MD & CEO:
• Tranche 1: 3,000,000 EIP Shares;
•
T
ranche 2: 3,000,000 EIP Shares; and
•
Tranche 3: 3,000,000 EIP Shares.
Vehicle
EIP Shares that converted to Ordinary Shares on completion of the IPO.
Performance
Measures
• Time-based vesting for a portion of the EIP Shares; and
• 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; and
•
5
0% of EIP Shares vest upon completion of any 30-day period after the escrow period has expired where the VWAP
exceeds $2.94.
Vesting Period
• Tranche 1: 100% vested as of 31 December 2025;
• Tranche 2: 80% vested as of 31 December 2025, and the remaining 20% vested on 1 January 2026; and
•
T
ranche 3: 100% vested as of 31 December 2025.
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5.7. Actual remuneration receivable by executive KMP
The following table outlines the actual remuneration receivable by executive KMP in relation to FY25 (and excludes the tranche of
legacy EIP Shares which vested as set out in section 5.6). This voluntary disclosure provides additional information to the statutory
remuneration presented in section 8.1.1, which is prepared in accordance with Australian Accounting Standards. All values below
are in Australian dollars.
Executive KMPTFR
1
($)
FY25 STI
Cash
2
($)
Deferred STI
Vested
3
($)LT I Ve s t e d
4
($)Total ($)
Dean Banks1,456,000549,494816,7112,114,4704,936,675
Mark Fleming853,8752 27, 47 2120,844–1,202,191
1. Comprises base salar y and statutor y superannuation contributions.
2. Comprises the F Y25 STI cash payable in March 2026.
3. Comprises Tranche 2 of the F Y23 deferred STI and Tranche 1 of the F Y24 deferred STI, which will be allocated in March 2026 following the release of F Y25 results valued
using a VWAP of the 20 trading days up to and including 31 December 2025 of $5.8588.
4. Comprises Tranche 2 of the F Y22 LTI vested and Tranche 1 of the F Y23 LTI, which will be allocated in March 2026 following the release of F Y25 results valued using a VWAP
of the 20 trading days up to and including 31 December 2025 of $5.8588. Both tranches are subject to a sale restriction until March 2027.
6. Non-Executive Director fees
6.1. Cash fees
NEDs receive a base fee for their contribution to the Board and an additional fee for membership of Board Committees (excluding
the Board Chair who receives an all-in-one fee), set within the maximum fee pool limit of $2,000,000 (inclusive of superannuation).
The NEDs do not participate in any performance-based incentive plans or receive any retirement benefits other than statutory
superannuation contributions.
The following table sets out NED fees for FY25 (exclusive of superannuation). As foreshadowed in last year’s Remuneration Report,
the Board base fee (excluding the Chair fee) increased by 3.9%, with no change to other fees.
Fees (exclusive of superannuation)Chair $Member $
Board395,000
1
187,000
Audit, Risk and Compliance Committee35,00015,000
People and Remuneration Committee25,00015,000
Safety and Sustainability Committee25,00015,000
Business Development Committee25,00015,000
Digital Committee25,00015,000
Nominations CommitteeNo feeNo fee
1. The Board Chair fee is an all-in-one fee for Chairing the Board and all relevant Committee memberships. As disclosed in section 2, there has been no change to
David Moffatt's total fee during FY25.
In June 2025, the Business Development and Digital Committee was split from a combined committee into two standalone
committees to more appropriately distribute the focus of the committees.
6.2. Non-Executive Director fee sacrifice plan
NEDs may elect to sacrifice part or all of their Board fees on a pre-tax basis to acquire Share Rights, to assist in building their
shareholding in Ventia. The number of Share Rights to be issued is calculated by dividing the amount of pre-tax Board fees that the
NED wishes to sacrifice by the VWAP of Ventia Shares over the five trading days prior to the grant date. On vesting and exercise of
each Share Right, a participating NED receives a fully paid Ordinary Share, which is subject to dealing restrictions for a period of
time nominated by the NED (between three to 15 years).
During FY25, no NEDs participated in the plan.
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7. Remuneration Governance
7.1. Governance Framework
The Board oversees the management of Ventia's business and interacts with internal and external stakeholders to ensure the
appropriate governance of the Company. Accordingly, the Board has created a framework to ensure appropriate oversight of
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.
The diagram below illustrates the interaction of the remuneration governance framework between internal and external
stakeholders at Ventia.
Board
Informed by the recommendations of the PRC, the Board is
responsible for:
•
Approving Ventia's remuneration framework and strategy;
• Ensuring that the quantum of remuneration and variable
remuneration outcomes for the Executive Leadership
Team is competitive, fair and aligned with Ventia's
strategic objectives and long-term interests;
• Reviewing the remuneration levels of NEDs; and
• Applying the relevant policies and procedures with respect
to awards made under Ventia’s incentive plans including
the exercise of Board discretion as required to ensure
that variable remuneration outcomes are just and reflect
company values and shareholder interests.
ManagementExternal consultants
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
remuneration-related decision-making.
Where appropriate, the Board, PRC and management
may consult external remuneration advisors. When
such external remuneration advisors are selected, any
potential conflicts of interest are considered. Advisors’
terms of engagement regulate their access to, and (where
required) set out their independence from, members of
management at
Ventia.
During FY25, Ventia did not receive any remuneration
recommendations as defined in section 9B of the
Corporations
Act 2001.
People and Remuneration
Committee (PRC)
Audit, Risk
and Compliance
Committee
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:
•
T
he remuneration framework and policies for the
Company's NEDs and executives and ensuring its
alignment with Ventia’s strategy.
•
R
emuneration outcomes for the Executive Leadership Team.
• Executive Leadership Team succession and talent
development.
•
E
xecutive Leadership Team terms of appointment.
Safety and
Sustainability
Committee
Supports the PRC and
advises the Board on:
•
D
etermining targets
and reviewing
outcomes against
the Safety and
Sustainability
measures in Ventia's
STI plan.
Supports the PRC and
advises the Board on:
•
R
isks and compliance
matters affecting
remuneration
outcomes.
•
Reviewing financial
measure outcomes
that form the basis for
determining awards
under Ventia's STI and
LTI plans.
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VENTIA ANNUAL REPORT 2025
CONTENTS
7.2. Securities Trading Policy
The Company's Securities Trading Policy (and the law) prohibits employees from dealing in the Company's securities while in
possession of material non-public information relevant to the Company. 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, must seek approval to deal in Ventia Shares and are prohibited
from
dealing in the Company's securities in Blackout Periods.
7.3. Hedging provisions
Executives and NEDs 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: Members of Ventia's Telecommunications team, Brisbane, Queensland
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8. Statutory Disclosures
8.1. Statutory remuneration outcomes for KMP
8.1.1. Statutory executive KMP remuneration
The following table outlines the statutory remuneration disclosures for Executive KMP in accordance with the Australian
Accounting Standards.
Short-Term Benefits
Post-
Employ-
ment
BenefitsLong-term Benefits
Executive KMPYear
Salary
($)
Awarded
Cash STI
1
($)
Non-
monetary
Benefits
2
($)
Annual
Leave
($)
Super-
annuation
($)
Te r m i -
nation
Benefits
($)
Equity
Awards
5
($)
Long
Service
Leave ($)
To t a l
($)
At
Risk
%
Dean Banks
FY251,426,034549,4941 5, 11751,21029,966–918,16729,1333,019,12148.6
F Y241,371,334463,50514,7967,4 8128,665–1,072,66518,6872,977,13351.6
Mark Fleming
3
FY25823,9092 27, 47 288326 , 91729,966–222,117–1,331,26433.8
F Y24682,392165,41065817, 6 5 524,860–101,095–992,07026.9
Stuart Hooper
4
FY25––––––––––
F Y24113,226–14 0(103,089)4,015386,301108,522(18,748)490,36722.1
Tot a l
FY252,249,943776,96616,00078,12759,932–1,140,28429,1334,350,38544.1
F Y242,166,952628,91515,594( 7 7, 9 5 3)5 7, 5 4 0386,3011,282,282(61)4,459,57042.9
1. Awarded cash STI refers to the cash component of the current year’s STI award, i.e. the F Y25 STI cash payment to be paid in March 2026.
2. Non-monetary benefits comprise parking and home-leave fringe benefits.
3.
M
ark Fleming commenced in his role as CFO on 22 Februar y 2024. His remuneration for F Y24 has been pro-rated from his commencement date.
4. Stuart Hooper ceased in his role as CFO on 22 Februar y 2024 and was considered KMP until this date.
5. Equity Awards represents the fair value of the relevant STI and LTI grant being recognised as share based payment expense over the vesting period.
8.1.2. Statutory NED remuneration
The following table outlines the statutory remuneration disclosures for NEDs in accordance with the Australian Accounting Standards.
Short-Term BenefitsPost-Employment Benefits
Year
Director Fees
($)
Non-Monetary
Benefits
1
($)
Superannuation
($)
To t a l
($)
David Moffatt
FY25395,000–29,966424,966
F Y243 97, 5 87–28,665426,252
Jeff Forbes
FY25250,095–29,206279,301
F Y24247, 5 87–27, 8 47275,434
Sibylle Krieger
FY25250,51239829,031279,941
F Y24236,595–26,613263,208
Damon Rees
FY25231,186–27, 1 91258,377
F Y24202,500–22,838225,338
Lynne Saint
FY25252,0002,16529,490283,655
F Y24247, 5 87–27, 8 47275,434
Anne Urlwin
FY25242,0001,69728,435272,132
F Y24236,595–26,613263,208
To t a l
FY251,620,7934,26017 3, 3191,798,372
F Y241, 568,451–160,4231,7 28 , 874
1. Non-monetary benefits for NEDs comprise of travel for accompanying family members when NEDs travel to Board meetings.
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VENTIA ANNUAL REPORT 2025
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8.2. Movements in securities
8.2.1. Movements in shareholdings
The following table outlines the movements in shareholdings for KMP during the year.
All individuals below currently meet the MSR or are within the timeframe to do so.
KMP
Opening Balance as at
1 January 2025
No.
Shares allocated1
No.
On-market Shares
Acquired / (Disposed)
No.
Closing Balance as
at
31 December 2025
No.
Market Value of
Closing Balance
2
$
Executive KMP
Dean Banks7, 5 7 3 ,18 0393,944(1,500,000)6,467,12437, 8 8 9, 5 8 6
Mark Fleming–––––
NEDs
David Moffatt
3
10,088,355––10,088,35559,105,654
Jeff Forbes126,470––126,47074 0, 9 6 2
Sibylle Krieger105,882––105,882620, 3 41
Damon Rees40,000––40,000234,352
Lynne Saint88,235–12,997101,232593,098
Anne Urlwin106,955––106,955626,628
To t a l18,129,077393,944(1 , 4 87, 0 0 3)17,036,01899,810,621
1. Shares allocated in F Y25 in respect of Share Rights and Share Appreciation Rights which were vested on 31 December 2024 in accordance with the methodology
described in section 4.2 and 4.3.
2. Market value has been calculated using the VWAP of the 20 trading days up to and including 31 December 2025 of $5.8588.
3.
The opening balance for David Moffatt has been updated from the FY24 Remuneration Report to reflect additional shares held by a close family member through a trust.
8.2.2. Movements in Share Rights
The following table outlines the movements in Share Rights under the Deferred STI for KMP during the year. NEDs do not receive
Share Rights as part of their remuneration.
Executive KMP
Opening Balance as at
1 January 2025
No.
Awarded1
No.
Shares Rights
Vested2
No.
Lapsed
No.
Closing Balance as
at
31 December 2025
No.
Dean Banks238,199109,991(153,796)–194,394
Mark Fleming–41,252––41,252
To t a l238,199151,243(153,796)–235,646
1. Awarded Share Rights refers to the F Y24 STI share rights which were awarded in March 2025 in respect of the F Y24 performance period.
2. Share Rights vested on 31 December 2024 and 166,152 shares were allocated in F Y25. The shares allocated are valued at $700,165, using the 10 day trading VWAP
following the release of Ventia's F Y24 full-year results of $4.214.
8.2.3. Movements in SARs
The following table outlines the movements in SARs under the LTI for KMP during the year. NEDs do not receive SARs as part of
their remuneration.
The grant of SARs in 2025 to Dean Banks was approved at the 2025 AGM of the Company on 22 May 2025 and this approval was for
all purposes, including ASX Listing Rule 10.14.
Executive KMP
Opening Balance as at
1 January 2025
No.
Awarded1
No.
Shares Appreciation
Rights Vested2
No.
Lapsed
No.
Closing Balance as
at
31 December 2025
No.
Dean Banks2 , 0 5 7,76 6684,385(4 41,892)–2,300,259
Mark Fleming–322,639––322,639
To t a l2 , 0 57,76 61,007,024(441,892)–2,622,898
1. Awarded Share Appreciation Rights refers to the F Y24 LTI Share Appreciation Rights which were awarded in March 2025 in respect of F Y24 performance period.
2. Share Appreciation Rights vested on 31 December 2024 and 227,792 shares were allocated in F Y25. The shares allocated are valued at $959,915, using the 10 day trading
VWAP following the release of Ventia's F Y24 full-year results of $4.214.
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8.3. Outstanding holdings of Share Rights and Share Appreciation Rights
The following table outlines the outstanding holdings of Ventia Share Rights and SARs under the STI and LTI plans, respectively.
No exercise price is payable by the participant for any of the instruments below. The FY25 STI and LTI will be awarded in
March
2026.
Executive KMPPlanTr a n c h eGrant DateGranted No.
Grant Fair
Value
per
Instrument ($)
Maximum
value
yet
to vest
1
($)Vesting Date2
Dean Banks
FY23 Deferred STI210 May 202384,4032.67225,356 31 December 2025
FY24 Deferred STI110 May 202454,9963.62199,086 31 December 2025
FY24 Deferred STI210 May 202454,9953.62199,082 31 December 2026
F Y 2 2 LT I21 May 20224 41,8920.55243,0 41 31 December 2025
F Y 2 2 LT I31 May 20224 41, 8910.59260,716 31 December 2026
F Y 2 3 LT I126 May 202324 4,0310.50122,016 31 December 2025
F Y 2 3 LT I226 May 202324 4,0310.56136,657 31 December 2026
F Y 2 3 LT I326 May 202324 4,0290.6014 6 ,417 31 December 2027
F Y 24 LT I124 May 2024228,1290.57130,034 31 December 2026
F Y 24 LT I224 May 2024228,1290.68155,128 31 December 2027
F Y 24 LT I324 May 2024228,1270.7617 3 , 37 7 31 December 2028
Total -
Dean
Banks
Deferred STIN/AN/A194,394N/A623,524N/A
LT IN/AN/A2,300,259N/A1,367,386N/A
Mark Fleming
FY24 Deferred STI110 May 202420,6263.6274,666 31 December 2025
FY24 Deferred STI210 May 202420,6263.6274,666 31 December 2026
F Y 24 LT I124 May 2024107,5470.5761,302 31 December 2026
F Y 24 LT I224 May 2024107,5470.6873,132 31 December 2027
F Y 24 LT I324 May 2024107,5450.7681,73 4 31 December 2028
Total -
Mark
Fleming
Deferred STIN/AN/A41,252N/A149,332N/A
LT IN/AN/A322,639N/A216,168N/A
To t a l
Deferred STIN/AN/A235,646N/A772,856N/A
LT IN/AN/A2,622,898N/A1,583,554N/A
1. The minimum value to vest is nil.
2. Vesting date reflects the end of the relevant performance period, shares will be allocated post the release of the relevant financial year information.
97
VENTIA ANNUAL REPORT 2025
CONTENTS
Auditor’s Independence Declaration
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Quay Quarter Tower
50 Bridge Street
Sydney, NSW, 2000
Australia
Tel: +61 2 9322 7000
www.deloitte.com.au
Quay Quarter Tower
50 Bridge Street
Sydney, NSW, 2000
Australia
Tel: +61 2 9322 7000
19 February 2026
The Board of Directors
Ventia Services Group Limited
Level 27, 155 Miller Street
North Sydney, NSW 2060
Dear Board Members
Auditor’s Independence Declaration to Ventia Services Group Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the Directors of Ventia Services Group Limited.
As lead audit partner for the audit of the financial report and review of the sustainability report of Ventia
Services Group Limited for the financial year ended 31 December 2025, I declare that to the best of my
knowledge and belief, there have been no contraventions of:
• The auditor independence requirements of the Corporations Act 2001 in relation to the audit of the
financial report and review of the sustainability report; and
• Any applicable code of professional conduct in relation to the audit or review.
Yours faithfully
DELOITTE TOUCHE TOHMATSU
H Fortescue
Partner
Chartered Accountants
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GOVERNANCE
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Pictured: Works in progress at the Square Kilometre Array Observatory (SKAO) telescope site, Western Australia
99
VENTIA ANNUAL REPORT 2025
CONTENTS
Contents
Governance at Ventia 101
Key components of our 102
governance framework
1. Board and Committees 104
2. Executive Leadership Team 109
3. Risk and opportunity management 109
4. Promoting responsible and 111
ethical behaviour
5. Safety and sustainability 113
6. Fairness, Inclusion and Respect 114
(Diversity)
7. Stakeholder engagement 115
Corporate Governance
Statement
Pictured: Ventia team performing
maintenance at one of Taswater's
main sites, Waterworks Reserve,
near Hobart, Tasmania
100
GOVERNANCE
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Governance at Ventia
Corporate Governance is the framework of rules, relationships, systems and processes by which Ventia is directed and managed.
It underpins the company's values and behaviours, and aligns with our strategy of Redefining Service Excellence.
Ventia's governance framework enables our people to deliver on our commitments and plays an integral role in effective
and responsible decision-making for our shareholders, employees, business partners, government, regulators and the
broader
community.
This Corporate Governance Statement (Statement) details the key governance policies and practices adopted by the Board,
some
of which are available on the Corporate Governance section of our website at www.ventia.com/governance.
Throughout the reporting period, being 1 January 2025 to 31 December 2025, Ventia complied with all recommendations
contained in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition)
(ASX
Principles).
This Statement is current as at 19 February 2026 and has been approved by the Board.
Stakeholders
Our Purpose
Making infrastructure
work for our
communities
Our ValuesOur Strategy
Redefining
Service
Excellence
Collaboration
Challenge
Integrity
Ingenuity
Innovative
Sustainable
Group Company
Secretary
Audit, Risk &
Compliance
Committee
People &
Remuneration
Committee
Digital
Committee
Safety &
Sustainability
Committee
Nominations
Committee
Business
Development
Committee
Executive
Leadership
Team
Independent
Assurance
Accountability and reporting
Del egation
Del e
ga
tion
and
ov
ersight
A
ccount
ability
and
R
eporting
Del e
ga
tion
Board of Directors
Managing Director
and Group CEO
Responsibility for the
day-to-day operations
Customer Focused
Ventia’s governance framework
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VENTIA ANNUAL REPORT 2025
CONTENTS
Key governance
framework component
Relevant ASX
Principle(s)Relevant governance documents
Section 1:
Board &
Committees
A skillful and experienced
Board, with a committee
structure suited to our
needs
Principle 1:
Lay solid foundations
for management
and oversight
Principle 2:
Structure the Board
to be effective and
add value
•
C
ode of Conduct
•
Constitution
•
B
oard Charter
•
Audit, Risk and
Compliance
Committee
Charter
• Safety and Sustainability
Committee Charter
•
P
eople and
Remuneration
Committee Charter
•
Business Development
Committee Charter
•
D
igital Committee
Charter
•
N
ominations
Committee
Charter
Section 2:
Executive Leadership Team
Clear delegation, decision-
making and accountability
to our Group Chief Executive
Officer, Executive
Leadership
Team and senior executives
Principle 1:
Lay solid foundations
for
management
and oversight
• Board Charter• Delegations of
Authority Matrix
Section 3:
Risk & Opportunity
Management
Strong systems of risk and
opportunity management
are essential to deliver on
our
purpose
Principle 4:
Safeguard the integrity
of corporate reports
Principle 7:
Recognise and
manage risk
•
Code of Conduct
• Audit, Risk and
Compliance
Committee Charter
•
R
isk Management Policy
•
T
ax Corporate
Governance Policy
• Treasury Policy
• Critical Risk Protocols
• Sustainability Policy
• Group Financial Control
and Accounting Policy
• Asset Management Policy
• Delegations of
Authority
Matrix
•
Pr
ocurement Policy
•
Inf
ormation
Security Policy
• Contractual Risks
Standard
• Privacy Policy
Section 4:
Promoting Responsible
&
Ethical Behaviour
Ventia’s Code of Conduct,
together with Ventia’s values,
policies and standards,
sets out clear standards of
behaviour expected from all
our people and our business
partners. It also reinforces
our responsibilities to our
shareholders, employees,
business partners,
government, regulators and
the communities where
we
operate
Principle 3:
Instil a culture
of
acting lawfully,
ethically
and
responsibly
•
Code of Conduct
•
An
ti-bribery and
Corruption Policy
•
S
ecurities Dealing Policy
•
D
isclosure Policy
• Donations and
Sponsorship Policy
•
H
uman Rights and
Modern Slaver y Policy
•
International Trade
Controls and Anti-Money
Laundering Policy
• Government
Relations
Policy
•
P
rivacy Policy
•
Pr
ocurement Policy
• Bullying and
Harassment Standard
•
Equal Employment
Opportunity and
Discrimination Policy
• Indigenous
Relations
Policy
•
F
airness, Inclusion and
Respect Policy
•
S
ustainability Policy
•
C
ompliance Standard
•
C
onflict of
Interest Standard
• Gifts and
Hospitality
Standard
•
Da
ta Governance and
Management Policy
The table below sets out each of the key components of our governance framework and is
cross
-r
eferenced against the relevant ASX Principle and relevant governance documents
currently adopted by Ventia.
Key components of our governance framework
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GOVERNANCE
VENTIA ANNUAL REPORT 2025
Key governance
framework component
Relevant ASX
Principle(s)Relevant governance documents
Section 5:
Safety & Sustainability
Taking a common
approach to safety, health,
environment and quality
across all our businesses
helps us deliver our services
both safely and sustainably
Principle 3:
Instil a culture of
acting lawfully, ethically
and responsibly
Principle 7:
Recognise and
manage risk
•
Code of Conduct
• Critical Risk Protocols
•
H
ealth and Safety Policy
•
Quality Policy
•
S
ustainability Policy
•
W
orkplace Injur y
Management Policy
•
Inf
ormation
Security
Policy
•
E
nvironmental Policy
Section 6:
Fairness, Inclusion and
Respect (Diversity)
We celebrate and
embrace diversity across our
business – diversity in age,
cultural heritage, disability,
ethnicity, gender identity,
marital or family status,
religious belief, sexual
orientation, socio-economic
background or lived
experience
Principle 3:
Instil a culture of
acting lawfully, ethically
and responsibly
Principle 8:
Remunerate fairly
and responsibly
•
Code of Conduct
•
F
airness, Inclusion and
Respect Policy
•
B
ullying and
Harassment Standard
• Indigenous
Relations
Policy
•
Equal Employment
Opportunity &
Discrimination Policy
•
F
lexible Working
Arrangements Standard
Section 7:
Stakeholder Engagement
We are committed to a
coordinated, timely, and
respectful approach to
communication with all
stakeholders
Principle 5:
Make timely and
balanced disclosure
Principle 6:
Respect the rights
of security holders
• Code of Conduct
• Corporate
Communications Policy
• Privacy Policy
• Government
Relations Policy
• Disclosure Policy
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VENTIA ANNUAL REPORT 2025
CONTENTS
Role and responsibilities
The Board is responsible for the overall corporate governance
of Ventia and its controlled entities (Group). The Board
is governed by the Company Constitution and Board
Charter that sets out the Board’s authority, responsibilities,
membership criteria and the agreed principles by which it
operates. These documents, together with Board Committee
Charters and a Delegations of Authority Matrix (DoA), establish
the
relationship between the Board and Management.
The primary responsibilities of the Board
include:
• approving Ventia’s strategic objectives, business plans,
operating budgets and policies
• assessing performance against business plans and
management’s implementation of Ventia’s strategy
• setting Ventia’s risk appetite, within which the Board
expects
management to operate in the execution
of
our strategy and business objectives
•
approving financial reports, profit forecasts, outlook
statements and other reports required at law or under
the ASX Listing Rules to be adopted by the Board
• approving major capital expenditure and transactions
in excess of the discretionary limits delegated to the
Managing Director and Group CEO, and overseeing
capital
management
• satisfying itself that Ventia’s remuneration framework
is aligned with Ventia’s values, strategic objectives and
tolerance for risk
•
ap
proving acquisitions, divestments, partnerships,
business ventures, entering new industries or operating
in new countries, as set out in the Delegations of Authority
• appointing, evaluating the performance of, determining
the remuneration of, removal of, and planning succession
of, the
Managing Director and Group CEO and Executive
Leadership Team
•
ap
proving Ventia’s values and monitoring corporate culture.
Board membership
The below table sets out the details of the Directors of the Board, each of whom served during 2025. Throughout the reporting
period, all Non-Executive Directors of the Board were determined to be Independent Directors:
NamePosition
1
Appointed
Current Independent Non‑Executive Directors
David MoffattIndependent Non-Executive Director and Chairman2014
Jeff ForbesIndependent Non-Executive Director2021
Sibylle KriegerIndependent Non-Executive Director2021
Damon ReesIndependent Non-Executive Director2023
Lynne SaintIndependent Non-Executive Director2021
Anne UrlwinIndependent Non-Executive Director2021
Current Executive Directors
Dean BanksManaging Director and Group
Chief Executive Officer2022
1. Details of the qualifications and experience of each Director are set out in the Directors' Report.
Size, composition and skills of the Board
The Board comprises of Directors with an appropriate mix
of skills, experience and personal attributes that allow the
Directors individually, and the Board collectively, to discharge
their responsibilities and duties effectively and efficiently.
The Board currently comprises of six Non-Executive Directors,
each determined to be Independent Directors, and one
Executive Director. During the reporting period, there were no
changes to the composition of the Board.
The Chairman is appointed by the Board and provides
leadership to ensure that a high standard of values, processes
and constructive interaction is maintained by the Board.
Outside Board meetings, the Chairman acts as the main
interface between the Board and the Managing Director and
Group CEO. The Chairman represents the views of the Board
to shareholders and canvasses the views of stakeholders,
including through the annual general meeting.
The Nominations Committee is responsible for ensuring that
the Board comprises Directors who collectively have the skills,
experience, knowledge and diversity needed to support Ventia
in achieving its strategic objectives and fulfilling its legal and
regulator y requirements.
The skills matrix on the following page sets out the skills,
knowledge, experience and capabilities desired of the Board
to enable it to meet both the current and future challenges
of Ventia, and the current representation of those skills and
experience on the Board.
The Board acknowledges that the required skills, capabilities
and experience of its members will continue to evolve,
with the skills and capabilities summary helping to inform
the identification and assessment of suitable future
Board
candidates.
1. Board and Committees
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VENTIA ANNUAL REPORT 2025
Board skills matrix
SkillRelevant ExperienceDirectors with skill/experience
Redefining Service Excellence
Putting safety and health
above all else
Experience related to workplace health and safety, including
implementing and monitoring systems to ensure safe working conditions
Providing our customers
with excellence in service
delivery
Board level or senior management experience overseeing project
management and deliver y, including ser vice quality, reliability, safety
and
customer outcomes that support long term value and trust
Being known for our
talented and engaged
people
Experience in relation to remuneration, people and culture, including
incentive programs; relevant legislation and contractual frameworks
governing remuneration and organisational structures to develop and
retain talent, monitor culture and improve diversity and inclusion
Creating value for our clients
and shareholders through
low-cost, quality solutions
Board or senior management experience overseeing sustainable cost
discipline and quality to deliver value for money outcomes for customers
and long-term shareholder value
Bringing technology and
innovation to deliver new
and improved ways of
working
Proven success creating efficient and effective business processes and
ideas, leading to new growth platforms and competitive advantage,
including experience leveraging digital platforms to unlock long-term
growth opportunities and improve customer experience
Sustainability governanceUnderstanding of sustainability governance, including knowledge of
sustainability practices and reporting, integration of sustainability into
strategy, and identification and management of climate-related risks
and
opportunities, human rights and social responsibility
General skills/experience
Industry experienceExperience having led or overseen the management of complex ser vice
providers or management of critical public and private assets
Financial acumenSenior executive or equivalent experience in financial accounting and
reporting, corporate finance and internal financial controls, including
an
ability to probe the adequacies of financial and risk controls
StrategyTrack record of developing and implementing a successful strategy,
including appropriately questioning and challenging management
on
the deliver y of agreed strategic planning objectives
Corporate developmentBoard level experience in evaluating and approving mergers, acquisitions,
divestments and strategic investments, including capital allocation,
valuation and transaction governance
Legal compliance and
regulatory
Demonstrated experience with a major organisation that is subject to
rigorous corporate governance standards, with a commitment to the
highest standards of governance
Risk managementProven experience in developing a business portfolio over the long-term
that is resilient to systemic risk, including an ability to anticipate and
identify key business risks and mitigation strategies, as well as monitoring
the effectiveness of risk management frameworks and controls
LeadershipSustainable success in business at an executive level and a proven track
record of leadership to create long-term shareholder value
Government relationships
and accountability
Experience engaging with government stakeholders and operating within
public sector or government-regulated environments, including public
accountability, procurement and governance expectations
Holistic thinkingCapacity to integrate diverse information and perspectives to see
interdependencies, anticipate effects, and make balanced, long-term
value
decisions
Strong: Director has professional qualifications
in this area and/or has particular expertise due
to the nature and duration of professional and/
or Board
experience.
Moderate: Director has experience
on Boards or business involvement
in this area.
Limited: Director has some, but not
detailed, knowledge in this area.
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VENTIA ANNUAL REPORT 2025
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Board independence
The Board understands that Director independence
contributes to good governance and delivers superior
outcomes for all stakeholders. The Board’s framework
for determining Director independence is included in
the Board
Charter and operates in accordance with
the
considerations set out in the ASX Principles.
Any past or present relationship with the company is
examined carefully to assess the likely impact on a Director’s
ability to be objective and exercise independent judgement.
At all times throughout the reporting period, the Board
comprised a majority of independent Directors. Each of
the Non-Executive Directors, including the Chair, has been
determined by the Board to be independent. Dean Banks,
as
Managing Director and Group CEO, is not considered
by the Board to be independent.
On an ongoing basis, Directors are required to disclose
circumstances that may affect their ability to exercise
independent judgement, enabling the Board to assess
independence on a regular basis.
Appointment and election
The Board undertakes a rigorous process when selecting
new Directors and is committed to bringing together the
best possible combination of individuals so it can serve
shareholders and customers now and into the future.
External
consultants are engaged, where appropriate,
to advise on potential appointees.
Non-Executive Directors are subject to re-election by rotation
at least every three years. Newly appointed Directors must
seek election at the first general meeting of shareholders
following their appointment. The relevant notice of meeting
contains all material information for shareholders in relation
to
the election or re-election of a Director.
Prior to the appointment of any new Director, appropriate
background checks will be conducted to determine if they
have the capabilities needed and are fit and proper to
undertake the responsibilities of the role.
If the Board determines that a candidate is to be appointed
to the Board, they will receive a formal letter of appointment
outlining the key terms, company policies and expectations
of their appointment. Before accepting the position, the
candidate must confirm that they have sufficient time to
fulfil
their obligations to Ventia and provide details of their
other commitments and interests.
Dealing with conflicts of interest
The Board has a process in place to ensure that conflicts
of interest are managed appropriately.
Prior to accepting any non-Ventia Board or executive
appointments, Directors must discuss the proposed
appointment with the Chairman to ensure that it will permit
them to continue to act at all times in the best interests of
Ventia, exercise independent judgement and devote sufficient
time to fulfil their obligations to Ventia. The Chairman reviews
all proposed appointments, particularly in the context of
conflicts of interest.
All Directors must immediately disclose any perceived,
potential or actual conflicts of interest that could impact their
independence. When such a conflict of interest arises, the
Director concerned is required to withdraw from the meeting
while the relevant matters are considered and will not receive
documents related to, or take part in, discussions or decisions
in respect of that matter.
Director induction, education and access
to information
The Board strives to ensure that Directors and key executives
have the knowledge and information needed to operate
effectively. A Director’s effectiveness in their role is enhanced
when they have clarity about their responsibilities, including
the nature of Directors’ duties and the operations and finances
of the organisation at a level that enables them to govern and
meet their oversight obligations.
Ventia has a documented Director induction program that
is designed to ensure that new Directors are in a position
to maximise their contribution to the governance and
strategic oversight of Ventia from the earliest possible
date. The Chairman briefs new Directors on their roles and
responsibilities. New Directors receive a comprehensive range
of materials as part of their induction, including briefings
from management and, where practicable, also undertake
site
visits.
Directors are expected to maintain the knowledge and skills
required to perform their role effectively. As part of ongoing
training and development, Directors participate in continuing
education and development programs throughout the year,
including relevant briefings from external advisors and senior
executives. Directors also have access to a wide range of
employees at all levels during site visits and in other meetings
and engagement opportunities.
During 2025, the Directors visited several offices and project
sites. In addition, the Directors participated in briefings with
external advisers. These visits and briefings allow the Directors
to further their understanding of Ventia’s operations and the
communities in which we operate.
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Directors are entitled to seek independent professional advice
on matters arising in the course of their Board and Committee
duties, at Ventia’s expense, subject to the prior written consent
of the Chairman. The policy of the Board is that external advice
will be made available to all Directors, unless the Chairman
determines otherwise.
The Board appoints and removes the Company Secretary.
The Company Secretary acts as secretary to the Board and
all Board Committees. All Directors have direct access to the
services and advice of the Group Company Secretary who is
accountable to the Managing Director and Group CEO and,
through the Chairman, to the Board on all governance matters.
Performance evaluation of the Board,
its Committees and individual Directors
The performance of the Board is reviewed regularly, in both
a formal and informal manner, aspiring to a high level of
performance from each Director.
During the reporting period, and at the conclusion of each
Board meeting, the Directors have an opportunity to review
the performance of the Board, its Committees and individual
Directors (including the Chairman). The outcome of these
reviews are discussed by the Directors with management
present, including opportunities for the functioning of the
Board and its Committees to be enhanced. In late 2024 and
early 2025, an externally facilitated review of the Board and
each of its Committees was undertaken. For this reporting
period, an internally facilitated review was undertaken in
late
2025 and early 2026.
This review included feedback from all Directors and members
of the Executive Leadership Team who interact frequently with
the Board and its Committees. The results and any action
plans flowing from this assessment have been documented,
together with specific performance goals for the coming year.
The performance of the Managing Director and Group CEO
is reviewed, at least annually, through a formal performance
appraisal process conducted by the Non-Executive Directors.
Remuneration and shareholdings
Details of Ventia’s remuneration policies, practices,
performance reviews and outcomes, and the remuneration
paid to the Directors and other Key Management Personnel
(KMP), are set out in the 2025 Remuneration Report.
Shareholders will be invited to consider and adopt the
Remuneration Report at the Annual General Meeting.
The Board has adopted a Minimum Shareholding Requirement
(MSR), which sets out requirements for Independent Non-
Executive Directors and KMP to hold a minimum value of
shares in Ventia to ensure alignment with shareholders’
interests. The MSR requires each Director who receives
Director’s fees to hold, within three years of that Director’s
appointment or election, a minimum value of shares
equivalent to 100% of the Director’s base fee remuneration.
As at 31 December 2025 all independent Non-Executive
Directors were compliant with the MSR. Details of the
shareholdings of Directors are set out in the Directors’
Report
on page 68.
Board and Committee meetings
The Board and its Committees meet regularly to discuss
matters relevant to Ventia’s operations and performance,
with
additional meetings held as and when required to
address specific matters.
Directors are required to attend all Board meetings,
shareholder meetings and Committee meetings for which
they are members, subject to any conflicts of interest that
may prevent them from attending.
The Board also has procedures in place to ensure it operates
independently from management. For example, at Board
meetings the Directors regularly meet in the absence of the
Managing Director and Group CEO and other executives.
Where
appropriate, management are also excluded
from certain Board and Committee discussions that
relate to specific issues, such as executive remuneration
and performance.
The number of Board and Committee meetings and the
attendance of each Director at these meetings are set out
in the Directors' Report on page 68.
Committees
The Board has established six Board Committees to assist
the Board in carrying out its responsibilities and to provide
it
with recommendations and advice.
Each Board Committee has a Charter, detailing its purpose,
responsibilities and membership criteria. Charters are
regularly reviewed to ensure alignment with regulatory
requirements, best practice (including the ASX Principles)
and expectations of the Board. The Charters for all Board
Committees were reviewed and updated in 2025. A summary
of the responsibilities, composition and members of each
Board Committee for the reporting period is set out on the
following page.
All Directors have a standing invitation to attend all
Committee
meetings and have access to all Board and
Committee papers and minutes. The Managing Director
and Group CEO and other members of management attend
by invitation. The number of Board and Board Committee
meetings held in the reporting period, including Director
attendance, is set out in the Directors’ Report on page 68.
Each of the Directors appointed as members of Board
Committees are deemed to be independent and their
qualifications and experience are set out on pages
69
and
70.
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VENTIA ANNUAL REPORT 2025
CONTENTS
Audit, Risk and Compliance Committee
ResponsibilitiesCompositionMembers at end of FY25
Oversight of Ventia’s financial reports and financial
reporting process (including sustainability and
climate-related disclosures), internal control
structure, risks management systems (financial
and non-financial) and the internal and external
audit
process
Minimum of three Independent Non-Executive
Directors, a majority of Independent Directors,
and be chaired by an Independent Director who
must not be the Chair of the Board
•
L
ynne Saint (Chair)
•
Jeff Forbes
•
Da
vid Moffatt
•
Anne Urlwin
Nominations Committee
ResponsibilitiesCompositionMembers at end of FY25
Supports the Board on matters relating to Board
composition, succession planning for the Board,
including the Managing Director and Group CEO,
performance evaluation and continuing professional
development for Directors
Minimum of five Non-Executive Directors, a
majority of Independent Directors, including an
Independent Non-Executive Director as Chair
•
J
eff Forbes (Chair)
•
S
ibylle Krieger
•
David Moffatt
•
Damon Rees
• Lynne Saint
•
A
nne Urlwin
People and Remuneration Committee
ResponsibilitiesCompositionMembers at end of FY25
Oversight of frameworks, strategies and initiatives
relating to people and culture, diversity, retention,
succession planning and remuneration
Minimum of three Independent Non-Executive
Directors, a majority of Independent Directors,
including an Independent Non-Executive Director
as Chair
•
Sibylle Krieger (Chair)
•
Da
mon Rees
•
Ly
nne Saint
•
A
nne Urlwin
Safety and Sustainability Committee
ResponsibilitiesCompositionMembers at end of FY25
Oversight of workplace health, safety, environment
and sustainability matters, including climate-related
risks and opportunities, human rights and social
sustainability
Minimum of three Independent Non-Executive
Directors and a majority of Independent Directors
• Anne Urlwin (Chair)
• Sibylle Krieger
•
Da
vid Moffatt
•
Ly
nne Saint
Business Development Committee
ResponsibilitiesCompositionMembers at end of FY25
Supports the Board on matters relating to business
growth and diversification opportunities, evaluation
of work winning opportunities and customer
experience and insights
Minimum of three Independent Non-Executive
Directors and the Chair must not be the Chair of
the Board
•
J
eff Forbes (Chair)
•
S
ibylle Krieger
•
Da
vid Moffatt
•
Da
mon Rees
Digital Committee
ResponsibilitiesCompositionMembers at end of FY25
Supports the Board by providing oversight in
relation to digital services, associated digital
transformation programs and consideration of
future opportunities through the use of digital
data
and artificial intelligence
Minimum of three Independent Non-Executive
Directors
•
Damon Rees (Chair)
•
J
eff Forbes
•
S
ibylle Krieger
•
Da
vid Moffatt
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2. Executive Leadership Team
3.
R
isk and opportunity management
While the Board has overall responsibility, the Executive
Leadership Team (ELT) also plays an important role in
embedding a culture aligned with Ventia’s values.
As illustrated in Ventia’s governance framework, the Board has
delegated responsibility for the day-to-day management of
Ventia to the Managing Director and Group CEO, and through
him, to other members of the ELT. These delegations balance
effective oversight with appropriate empowerment and
accountability of the ELT and other senior managers across
the Group. Appropriate background checks are undertaken
before the appointment of ELT members. Responsibilities and
terms of employment for ELT members are set out in executive
service agreements. A summary of the main elements and
terms of the Managing Director and Group CEO’s and Chief
Financial Officer’s service agreements are set out in the
Remuneration Report. Details of Ventia’s ELT are available
on our website at www.ventia.com/executive-team and on
pages 74-75. Working under the supervision of the Managing
Director and Group CEO, the ELT has the responsibility for the
implementation of Ventia’s strategy and policy initiatives in
a
way that is aligned with our values and our risk appetite.
The ELT achieves this by:
• implementing the strategic objectives set by the Board;
• managing business performance and operating within
the
risk framework approved by the Board;
•
r
eviewing and managing material financial and
non-financial risks;
• instilling and reinforcing values set by the Board;
•
leading and developing our people.
The Managing Director and Group CEO and ELT report to
the Board on all matters that impact, or have the potential
to
impact, the achievement of Ventia’s purpose and strategy.
Ventia’s performance management framework requires that
a balanced scorecard of annual key performance indicators
(including financial and non-financial measures) is set for each
ELT member. As part of a formal year end review process, the
performance of each ELT member is reviewed against the
performance indicators.
A performance evaluation of individual ELT members was
undertaken in 2025, with details of the process set out in
the
Remuneration Report.
Risk and opportunity management is a fundamental
component of Ventia’s strategic and operational decision-
making, as Ventia seeks to achieve our ambition of making
infrastructure work for our communities. A strong risk
management culture is critical to enabling Ventia to achieve
its
strategic, operational, and commercial objectives.
Ventia defines risk management as the identification,
assessment and treatment of risks that have the potential
to materially impact our operations, people, reputation,
the environment and the communities in which Ventia
operates, as well as the financial prospects of Ventia.
Ventia is committed to being proactive in risk and
opportunity management at all levels of the organisation,
with risk and opportunity management applied through
embedded processes and specific practices. A risk culture
of actively managing risks is embedded in how we run
our business. A
risk culture fosters the collective ability to
identify, understand, escalate, and then openly discuss and
respond
to current and future risks and opportunities.
At Ventia, we believe that a successful risk management
framework can create opportunities by effectively identifying,
assessing, and mitigating risks in a way that is aligned with
our
strategic framework and appetite for risk.
Our risk management framework guides how Ventia
identifies, assesses, manages, and reports on risks and
opportunities across the business while ensuring that Ventia
operates within the risk limits established by the Board.
The risk management framework is overseen by the Board and
the Audit, Risk and Compliance Committee, including the Risk
Management Policy and risk appetite statements. A review of
the risk management framework was completed in 2025.
The diversity of Ventia’s operations, geographic footprint,
markets serviced, and the services provided, results in
exposure to a broad range of operational and emerging risks,
yet also generates opportunities that can impact Ventia’s
business outcomes and financial performance. A summary
of the Group’s material business risks and opportunities and
the approach to risk management is set out on pages 61 to
65.
Further disclosures in relation to specific climate-related risks
are included in the 2025 Sustainability Report set out on pages
172 to 206.
The Audit, Risk and Compliance Committee meets quarterly
and is accountable for ensuring that the risk management
framework is implemented appropriately. Other Committees
(such as the People and Remuneration Committee and Safety
and Sustainability Committee) review specific risk matters in
detail as required by their respective
Charters.
The Managing Director and Group CEO and ELT implement
the risk management framework within their areas
of
accountability.
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VENTIA ANNUAL REPORT 2025
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Material exposure to climate risks
The Board has ultimate oversight of climate-related risks
and opportunities and is supported by the Safety and
Sustainability Committee in the oversight of climate matters.
Ventia is committed to achieving net-zero emissions by
2050 and has set targets validated by the Science Based
Target initiative (SBTi). Climate change and the transition
towards a lower-carbon economy will create both risks and
opportunities for Ventia, as well as our people, customers,
suppliers and partners and the communities in which we work.
Ventia has identified climate-related risks and opportunities
through our Risk Management Framework, engaging internal
and external subject matter experts to consider any potential
effects to our business model and value chain.
Ventia provides disclosures on material risks and
opportunities, and our Climate Transition Plan, in the
Sustainability Report as required by the Australian Accounting
Standards Board (AASB) S2 Climate-related Disclosures.
Ventia
has been granted an exemption from the New Zealand
Climate Standards (NZCS). Detailed disclosures are set out
at pages 177 to 192.
Internal audit function
The Audit, Risk and Compliance Committee is responsible for
overseeing the effectiveness, independence and objectivity
of the internal audit function, including the implications of
internal audit findings.
The internal audit function provides an independent and
objective review of the way in which Ventia assesses and
manages risk, assuring that Ventia’s financial, non-financial
and operational risks are being managed appropriately,
and
the internal control framework is operating effectively.
The internal audit function utilises a hybrid co-sourced
model, partnering with Protiviti to provide a balance of
external specialist expertise and internal knowledge.
The
internal audit function operates under a plan approved
annually by the Audit, Risk and Compliance Committee,
with reports of audits provided quarterly at Audit, Risk
and Compliance Committee meetings.
External auditor
The Audit, Risk and Compliance Committee is responsible
for overseeing the relationship with Ventia’s External
Auditor,
Deloitte Touche Tohmatsu. It is also responsible
for monitoring and evaluating the performance, independence
and objectivity of the external auditor and the provision of
non-audit services.
The lead external audit partner attends the Annual
General Meeting and is available to answer questions
from shareholders relevant to the external audit.
Integrity of financial and corporate reporting
On behalf of the Board, the Audit, Risk and Compliance
Committee monitors and reviews processes aimed at ensuring
the integrity of financial and other reporting, including those
that do not require external audit. The verification process
varies depending on the particular report, but generally
involves confirmation by individuals responsible for the
information that, to the best of their knowledge and belief,
the
information is accurate and not misleading.
Prior to approval and release of the half-year and full-year
statutory accounts of Ventia, the Board receives written
declarations from the Managing Director and Group CEO
and
CFO to the effect that in their opinion:
•
t
he financial records of Ventia have been properly
maintained;
•
the statutory accounts comply with the relevant accounting
standards;
•
t
he statutory accounts give a true and fair view of the
financial position and performance of Ventia.
The Managing Director and Group CEO and CFO must have
also declared that this opinion has been formed on the basis
of a sound system of risk management and internal control
that is operating effectively. Supporting this declaration
are certifications provided by other members of the ELT.
The external auditor also provides an independent opinion
that Ventia’s statutory accounts are true and fair.
Reasonable steps are taken to ensure the substantive
provisions of the Sustainability Report are in accordance
with regulator y requirements, including management
assurance and data validation procedures aligned with
sustainability reporting standards.
For periodic corporate reports released to the market, which
are not required to be audited or reviewed by the external
auditor, Ventia has established processes and procedures
to
verify the integrity of the information prepared for external
release and/or publication. This involves:
• reports being prepared and reviewed by the relevant subject
matter experts;
•
an i
nternal verification and review process; and
•
an ap
propriate approval process under our Delegations
of Authority Matrix involving senior management, the
Disclosure Committee and/or the Board.
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A culture underpinned by Ventia’s values
The Board and management understand the important role they play in setting the tone to shape Ventia’s culture underpinned
by our values and brand pillars. Our values guide how we go about our business, the decisions that we make and the actions
that we take every day. They ensure we focus on what’s right, and what action we ought to take; even if it’s not always the easiest
course of action.
4. Promoting responsible and ethical behaviour
Code of Conduct
Ventia’s Code of Conduct (the Code) sets out the standards
of behaviour we expect of our Directors, employees, business
partners, contractors and subcontractors. The Code confirms
our commitment to good governance and responsible
business practices, as well as guiding the way we operate
with
our customers, the communities and the environment
in which we operate. The Code, in conjunction with our values,
provides a clear structure to ensure we operate in compliance
with all our legal obligations.
The Code provides guidance on how genuine business
concerns that the Code is not being complied with can
be reported. In particular, any person can contact our
independent whistleblower service to report a genuine
business concern. The details of the service can be found
on
our website at www.ventia.com/code-of-conduct.
A copy of the Code and training is provided as part of the
induction process and is available in multiple languages.
Training on an annual basis is a mandatory requirement for
all Directors and employees. In 2025, 98.1% of our permanent
full
-time employees (equating to 10,126 employees) completed
the annual training. Ventia closely monitors the completion
results for all training to continually drive training compliance
across the organisation.
The Board reviews the Code periodically to ensure it continues
to address any emerging legal and compliance issues which
may be triggered by employee conduct. The Audit, Risk and
Compliance Committee is informed of any material breaches
of the Code.
Competition Law compliance
The Code extends to cover our commitment to protecting the
integrity of a competitive market using fair, ethical and lawful
business practices. In addition, nominated employees are
required to undertake specific competition law training.
Anti-Bribery and Corruption Policy
Ventia has zero tolerance for any form of bribery or corruption
in our business dealings and operations.
The Anti-Bribery and Corruption Policy sets out clear
expectations in relation to gifts, benefits and prohibited
conduct for Directors, officers, employees, contractors,
business partners and any other parties acting as
representatives or agents of Ventia or performing
services
for or on its behalf.
The Audit, Risk and Compliance Committee is provided
with the results of investigations and corrective
actions
undertaken.
Ventia's Anti-Bribery and Corruption Policy was reviewed
and updated during 2025 and is available in the Corporate
Governance section of our website at www.ventia.com/
governance.
Collaboration
achieve more
together
Integrity
do what’s right
Challenge
drive to deliver
Ingenuity
create better ways
Our values
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Whistleblower Protection Policy
The Board has adopted a Whistleblower Protection Policy
which encourages the reporting of suspected misconduct
or an improper state of affairs or circumstances in relation
to
Ventia.
The Whistleblower Protection Policy explains the protections
a whistleblower must receive and provides information
on how a report may be made, including through Ventia’s
whistleblower service operated by KPMG FairCall. The
independent, confidential and anonymous FairCall service
is
available 24 hours a day seven days a week.
The Audit, Risk and Compliance Committee receives regular
reports and is informed of any material incidents reported
under the Whistleblower Protection Policy, as well as the
outcomes of any investigations and actions taken as a result
of
any findings.
Ventia's Whistleblower Protection Policy was reviewed
and updated during 2025 and is available in the Corporate
Governance section of our website at www.ventia.com/
governance.
Disclosure Policy
Ventia is committed to observing continuous disclosure
obligations under the ASX Listing Rules, the NZX Listing
Rules and the Corporations Act 2001 (Cth) and has adopted
a Disclosure Policy to assist in complying with these
disclosure
obligations.
The Disclosure Policy establishes procedures to ensure that
Directors and senior management are aware of, and fulfil
their obligations in relation to providing timely, full and
accurate disclosure of materially price sensitive information
to shareholders. Ventia’s Disclosure Committee meets as
required to ensure compliance with disclosure obligations.
The Policy also sets out procedures for communicating with
shareholders, stakeholders, the media and the market.
Information will be communicated to shareholders through
the lodgement of all relevant financial and other information
with the ASX and NZX, and all announcements will be made
available on our website at www.ventia.com/investor-centre.
Directors receive a copy of all material information issued to
the ASX and NZX promptly after release.
Securities Dealing Policy
Ventia has a Securities Dealing Policy that applies to Directors
and employees (Relevant Persons). The Policy explains
the types of conduct in relation to dealings in securities
that are prohibited under the Corporations Act 2001
(Cth)
and establishes procedures in relation to dealings in Ventia
securities by Relevant Persons.
Buying or selling shares in Ventia is not permitted at any time
by any person who possesses price-sensitive information, in a
manner contrary to the Corporations Act 2001 (Cth).
The Securities Dealing Policy defines certain ‘Blackout Periods’
during which trading in shares by Directors, key management
personnel and certain other senior executives and nominated
employees is prohibited.
Fairness, Inclusion and Respect Policy
(previously Diversity, Equity and
Inclusion Policy)
Ventia’s workforce is made up of individuals with diverse skills,
backgrounds, perspectives and experiences and this diversity
is recognised, valued and respected. We acknowledge the
positive outcomes that can be achieved through a diverse
workforce and recognise and utilise the contribution of diverse
skills and talent from our workforce.
Ventia’s Fairness, Inclusion and Respect Policy aligns with
Ventia's values and strategic objectives and is central to
how we attract great talent, deliver stronger outcomes for
customers, and create lasting value in the communities
where
we operate.
Human Rights and Modern Slavery Policy
Ventia’s Human Rights and Modern Slavery Policy outlines our
commitment to upholding the highest standards of human
rights, actively combating modern slavery in all its forms, and
ensuring ethical practices throughout our operations and
supply chains.
We are committed to working with our suppliers to address
modern slavery in our supply chain. All suppliers are required
to comply with our Code.
A copy of Ventia’s Modern Slavery Statement is available on
our website at www.ventia.com/modern-slavery.
Sponsorships and charitable donations
We are committed to supporting local community groups and
charities through sponsorships and donations that are legal,
ethical and further the interests of Ventia. We will not sponsor
or provide donations to initiatives or organisations not aligned
with our Code; projects or events not relevant to our areas or
operation; or political parties.
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Safety and wellbeing
At Ventia, we perform essential work to keep critical
infrastructure operational for our communities. Some of this
work can be inherently dangerous and because people are at
the heart of our success, our first promise is to put safety and
health above all else - there is nothing more important than
ensuring everyone goes home safely, every single day. We also
care about our impact on the environment and the legacy we
leave for future generations.
To achieve these outcomes, we have robust safety, health,
environmental and quality (SHEQ) governance processes and
systems in place, including:
•
c
learly defined commitments within policies and standards;
•
Cr
itical Risk Protocols which establish the essential
requirements to manage critical activity risks that could
lead to significant injury;
•
t
riple certified safety, health and environment management
systems underpinning our policy commitments;
•
an
nual planning to support the establishment and
cascading of relevant objectives and targets;
•
r
eporting systems to identify performance and reverse any
adverse trends;
•
s
pecific accountabilities, responsibilities and associated
training so that expectations are clear;
•
a
ssurance and auditing to ensure core compliance
requirements are met and the focus on critical risks
is
maintained.
Our commitment to creating a safe and healthy workplace
is
underpinned by a culture of ownership and accountability,
with a belief that when we perform well in safety, health and
environment, we perform well in other areas. Continuous
improvement is embedded through leadership behaviour,
regular review of safety practices and outcomes, and
empowering our teams to proactively identify, manage
and
mitigate safety risks.
Mental and physical health are increasing concerns for
society broadly and we are proud to offer innovative health
programs as part of our commitment to caring for our people’s
health. In 2025, we collaborated with HSE Global to deploy
the Psychosocial Risk Index, mapping employee feedback
to identify and mitigate risks such as workload and bullying,
ensuring safety remains our highest priority.
Sustainability
At Ventia, we are committed to creating a lasting and
positive legacy for people and the environment. Our strategy
encompasses the social impact we have on our people and
communities, how we manage our environmental footprint
and the way we conduct our business.
Ventia recognises the importance of managing
environmental
and social risks to ensure the sustainability
and resilience of our business and operations. Sustainability
is embedded into
our vision, our strategy, our risk and
opportunity management framework, and our culture.
The Board has assigned oversight and responsibility for
sustainability (including climate) risks and opportunities,
targets and associated legal responsibilities to the Safety
and
Sustainability Committee.
Ventia’s sustainability strategy is structured around
commitments towards net zero emissions, to drive positive
social outcomes, and deliver high standards of corporate
governance. These three commitment areas, aligned to the
environment, social and governance pillars, are supported
by
objectives and measures.
Further information on Ventia’s material climate risks and
opportunities is provided in the Sustainability Report set
out
at pages 172 to 206.
5. Safety and sustainability
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Commitment to Fairness, Inclusion and Respect
At Ventia, we are committed to upholding a culture of Fairness,
Inclusion and Respect. We understand the importance of
everyone feeling safe, valued and empowered to thrive,
regardless of age, cultural heritage, disability, ethnicity,
gender identity, marital or family status, religious belief, sexual
orientation, socio-economic background or lived experience.
Fairness, Inclusion and Respect is central to how we attract great
talent, deliver stronger outcomes for customers, and create
lasting value in the communities where we operate.
In 2025, we transitioned to and released our Fairness, Inclusion,
and Respect Policy, setting clear expectations for how we engage
with our workforce, partners and the communities we serve. We
also continued to leverage expertise from external organisations
and insights from our listening surveys and employee forums to
inform initiatives that deliver positive outcomes.
Key initiatives and progress
Women’s representation: We maintained a strong focus
on our commitment to increase women's representation
across our Board, Executive Leadership Team, and senior
management, in line with our goal to achieve the HESTA 40:40
Vision. At Ventia we also focus on representation of women at
all levels of our workforce. Our workplace profile for the 2025
reporting period is set out below:
Level FY24 FY25
Ventia Group Board42.9%42.9%
Executive Leadership Team50%50%
Women in Senior Management30.8%30.6%
All employees30.9%32.2%
To strengthen our position as an employer of choice
for women, we provided development opportunities,
created credible leadership pathways, increased women’s
participation at leadership summits and events, and
maintained a flexible and supportive workplace environment.
In compliance with the Workplace Gender Equality Act,
we submitted our 2024-2025 gender pay gap data to the
Workplace Gender Equality Agency (WGEA). Ventia recognises
that a gender pay gap persists within our workforce, with the
average total remuneration gender pay gap reduced to 28.5%,
a reduction to the previous reporting period. This ongoing
improvement is supported by annual pay equity reviews and
initiatives aimed at closing the gender pay gap.
Men in the workforce: We equally focus on and support men
in our workforce to raise awareness of social and health issues
that men face, particularly during Men’s Health Week and
International Men’s Day. The launch last year of a men’s health
employee network has continued to gain traction, enabling
men across Ventia to connect and take action to address
mental and physical health challenges.
Indigenous participation: To encourage Indigenous
participation, embed culturally sensitive practices and
create opportunities that empower Indigenous employees,
businesses and communities. In Australia, we further
advanced our commitment to reconciliation through the
delivery of our 2023–2026 Stretch Reconciliation Action Plan
and in New Zealand, we delivered significant milestones to
uphold Te Tiriti o Waitangi and embedding Māori Mātāpono
(values and principles).
Broadening access to opportunities: Our commitment
to Fairness, Inclusion and Respect supports people from
all backgrounds to participate and thrive. In line with this
commitment, we continued to strengthen our engagement
with people from refugee and asylum seeker backgrounds.
Through our long-term partnership with CareerSeekers
we support mid-career professionals transitioning into
our workforce. We also maintained our focus on disability
inclusion through employment and procurement, particularly
through our long-standing relationship with Australian
Spatial Analytics
(ASA), where we create opportunities for
neurodiverse individuals. Additionally, we recognise the
valuable skills and contributions of Veterans, reservists
and defence family members and in 2025 we received
the Prime Minister's Award for Best Regional Veteran
Employment
Initiative.
Employee networks: These networks foster a sense of
belonging, amplify diverse voices, and drive cultural change.
They provide safe spaces for employees to connect, share
experiences, and advocate for equity, ensuring everyone feels
valued and included. They also help embed Fairness, Inclusion
and Respect principles across the organisation, serve as
a bridge between employees and leadership and create a
workplace where everyone can thrive. In 2025 we continued
to embed and initiate employee networks to address the
unique needs of diverse groups (such as women, LGBTTQIA+,
Aboriginal and Torres Strait Islander, Māori and Pasifika,
men’s health advocates, parents and carers, and culturally
diverse
employees).
Graduate, apprentice, and trainee programs:
These
programs offer accessible pathways for diverse
individuals to develop skills, acquire practical experience,
and establish fulfilling careers. Developing future talent
through ongoing investment in these programs is critical
to our business. Our graduate program, a key component
of this investment, has again been recognised by the
Australian
Financial Review, securing a ranking of 27th on
their 2025 Top
100 Graduate Employers list. In 2025 we
further increased our campaign efforts and received a
record number of applications, recording a 40.5% increase
in applications from engineering graduates over the
previous
recruiting
period.
6. Fairness, Inclusion and Respect (Diversity)
114
GOVERNANCE
VENTIA ANNUAL REPORT 2025
Transparent and two-way engagement
Ventia’s Board recognises the importance of regular and
proactive interaction with the market to ensure investors and
key stakeholders remain informed about Ventia’s activities.
We are committed to:
•
co
mmunicating effectively with shareholders via the ASX
and NZX
• providing new and substantive investor or analyst
presentation materials that are issued to the ASX and NZX
in advance
• giving shareholders access to accurate, balanced and
understandable information about Ventia;
• making our general meetings easily accessible for
shareholders to participate in.
The Board further recognises the rights of our shareholders
and encourages the effective exercise of those rights by:
•
ensuring notices of meeting and other meeting materials
are drafted in concise, clear language and are distributed in
accordance with the provisions of the Corporations Act 2001
and our Constitution
•
encouraging shareholders to use their attendance at
meetings to ask questions on relevant matters, with
time specifically set aside at each general meeting for
shareholder questions
•
e
ncouraging shareholders to vote on proposed resolutions
by either attending the meeting or by way of lodgement of
proxies, if shareholders are unable to attend the meeting
•
e
nsuring that Ventia’s external audit firm representatives
are present at the Annual General Meeting to answer any
questions regarding the conduct of the audit process and
preparation and content of its Auditor’s Report.
The Board also ensures that all resolutions to be considered
at general meetings are voted on and decided by way of
poll, and
that shareholders are able to appoint proxies
electronically through Ventia’s share registry.
The Directors receive copies of all material information
issued
to the ASX and NZX promptly after release.
Investor relations
Ventia has an established investor relations program designed
to facilitate effective two-way communication with our
shareholders, which includes the following:
•
regularly attending broker-sponsored and industry
conferences
• hosting investor webcasts and conference calls following
the release of half-year and full-year results; and
• providing opportunities for shareholders to receive
communications from Ventia electronically and encouraging
shareholders to communicate electronically with Ventia and
its share registry.
Alternatively, email and telephone contact details are available
on our website and shareholders are welcome to contact us.
Company information
Our website (www.ventia.com) provides information about
Ventia generally for the benefit of our shareholders and
other stakeholders. We will promptly update the website
with material released to ASX and NZX after confirmation
of
release by the ASX.
In addition, our website contains information of particular
relevance for stakeholders including:
• Corporate Governance (accessible from the ‘Who
we are’ dropdown menu): containing the Company’s
Constitution, Board and Committee charters and
relevant governance policies
•
Board and Executive Leadership Team (accessible from
the ‘Who we are’ dropdown menu): containing the names
and brief biographical information for each of our Directors
and members of the Executive Leadership Team
•
M
arket Announcements (accessible from the ‘Investor
Centre’) containing ASX announcements.
7. Stakeholder engagement
115
VENTIA ANNUAL REPORT 2025
CONTENTS
Pictured: Ventia employee at AMC CUF,
Western Australia
116
FINANCIAL REPORT
VENTIA ANNUAL REPORT 2025
Financial Report
for the year ended 31 December 2025
Contents
Consolidated Financial Statements
Consolidated Statement of Profit or Loss
1
18
and Other Comprehensive Income
Consolidated Statement of Financial Position
1
19
Consolidated Statement of Changes in Equity
120
Consolidated Statement of Cash Flows
1
21
Notes to the Consolidated Financial Statements
122
Consolidated Entity Disclosure Statement
1
64
Directors’ Declaration
166
Independent Auditor’s Report
1
67
Notes to the Consolidated Financial Statements
1
22
1.
Basis of preparation 122
1.1
B
asis of preparation
1
22
1.2
M
aterial accounting policies
1
22
1.3
Key estimates and judgements 123
2. Group performance 124
2.1
R
evenue and other income
1
24
2.2
Expenses 126
2.3
S
egment disclosures
1
26
2.4
F
inance costs
1
28
2.5
E
mployee benefit expense
1
29
3.
Assets and liabilities 129
3.1
T
rade and other receivables and contract assets
1
29
3.2
Leases
1
30
3.3
P
roperty, plant and equipment
1
32
3.4
I
ntangible assets
1
33
3.5
Goodwill
1
34
3.6
I
mpairment of non-financial assets
1
34
3.7
I
ncome tax
1
35
3.8
T
rade and other payables and contract liabilities
1
37
3.9
E
mployee benefit liabilities
1
38
3.10
Provisions
1
38
4.
C
apital structure, financing 140
a
nd risk management
4.1
E
arnings per share
1
40
4.2
Dividends
1
40
4.3
S
hare capital
1
41
4.4
Reserves
1
42
4.5
Cash and cash equivalents 146
4.6 Borrowings 147
4.7
F
inancial risk management
1
48
4.8
Commitments for capital expenditure 152
5.
G
roup structure
1
53
5.1
B
usiness combinations
1
53
5.2
E
quity accounted investments
1
55
5.3
J
oint operations
1
56
5.4
Subsidiaries
1
57
5.5
Par
ent entity information
1
60
5.6
R
elated parties
1
61
6.
Other
1
62
6.1
C
ontingent liabilities
1
62
6.2
A
uditors’ remuneration
1
63
6.3
E
vents after the reporting period
1
63
117
VENTIA ANNUAL REPORT 2025
CONTENTS
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
for the year ended 31 December 2025
Note
2025
$’m
2024
$’m
Revenue2.16,141.16,105.5
Other income2.124.9–
Expenses2.2(5,610.1) (5,609.3)
Share of profits of joint ventures5.21.13.1
Earnings before interest, income tax, depreciation and amortisation5 57. 0499.3
Depreciation expense3.2, 3.3(10 0.7)(105.6)
Amortisation expense3.4(20.6)(33.0)
Earnings before interest and income tax435.7360.7
Finance costs2.4(5 7. 9)(58.8)
Interest income10.511.1
Profit before income tax388.3313.0
Income tax expense3.7(116.1)(92.8)
Profit after income tax272.2220.2
Other comprehensive income
Items that may be reclassified to profit or loss:
Foreign exchange translation differences4.4( 7. 0)(3.5)
Cash flow hedges:
– Gains arising on change in the fair value of hedging instruments4.45.22.9
– Cumulative gains reclassified to profit or loss4.4(0.5)(6.7)
– Income tax effect of items above4.4(1.4)1.2
Total cash flow hedges3.3(2.6)
Other comprehensive loss(3.7)(6.1)
Total comprehensive income268.5214.1
Earnings per share (cents)
Basic earnings per share4.132.422 5 .74
Diluted earnings per share4.132.0025.48
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.
118
FINANCIAL REPORT
VENTIA ANNUAL REPORT 2025
Consolidated Statement of Financial Position
as at 31 December 2025
Note
2025
$’m
2024
$’m
Current assets
Cash and cash equivalents4.5236.3392.8
Trade and other receivables3.1340.8351.6
Contract assets3.1565.8519.1
Inventories44.945.6
Derivative assets4.71.00.5
Total current assets1,188.81,309.6
Non-current assets
Trade and other receivables3.119.618.8
Equity accounted investments5.27. 69.2
Deferred tax assets3.7152.1179. 8
Right-of-use assets3.2166.4134.0
Property, plant and equipment3.3198.41 5 7. 5
Intangible assets3.45 7. 033.2
Goodwill3.51,109.31,099.7
Derivative assets4.73.2–
Total non-current assets1,713.61,632.2
To t a l a s s e t s2,902.42,941.8
Current liabilities
Trade and other payables3.8629.5595.3
Contract liabilities3.827 7. 2351.2
Derivative liabilities4.70.2–
Employee benefit liabilities3.917 2 .1162.4
Provisions3.1060.644.3
Lease liabilities3.252.84 6.7
Current tax liabilities3.732.312.9
Total current liabilities1, 224.71,212.8
Non-current liabilities
Trade and other payables3.85.52.8
Contract liabilities3.862.262.0
Employee benefit liabilities3.97 7. 975.9
Provisions3.1088.5115.1
Derivative liabilities4.70.21.5
Lease liabilities3.21 37.497.1
Borrowings4.674 4.9743 .7
Total non-current liabilities1,116.61,098.1
Total liabilities2,341.32,310.9
Net assets561.1630.9
Equity
Share capital4.3236.7374. 5
Reserves4.4(58.7)(38.0)
Retained earnings383.1294.4
Total equity561.1630.9
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
119
VENTIA ANNUAL REPORT 2025
CONTENTS
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
2025Note
Share
Capital
$’m
Reserves
$’m
Retained
Earnings
$’m
To t a l
$’m
Balance at 1 January 2025374. 5(38.0)294.4630.9
Total comprehensive income
Profit after income tax––272.2272.2
Other comprehensive loss–(3.7)–(3.7)
Total comprehensive income–(3.7)272.2268.5
Transactions with owners
Share buyback and transaction costs4.3(1 37. 8)––(1 37. 8)
Treasury shares purchased4.3–(28.0)–(28.0)
Dividends paid4.2––(178 .4)(178 .4)
Share–based payments4.4–11.0(5.1)5.9
Total transactions with owners(1 37. 8)(17. 0)(183.5)(338.3)
Balance at 31 December 2025236.7(58.7)383.1561.1
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
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
VENTIA ANNUAL REPORT 2025
Consolidated Statement of Cash Flows
for the year ended 31 December 2025
Note
2025
$’m
2024
$’m
Cash flows from operating activities
Receipts from customers6,684.96,769.7
Payments to suppliers and employees (6,18 8.7)(6,315.8)
Dividends received from joint ventures1.72.3
Proceeds from novation of a contract2.5–
Operating cash flow before interest and tax500.4456.2
Interest received10.511.1
Payments for the interest component of lease liabilities3.2.2(9.4)( 7.1)
Interest and other costs of finance paid(48.8)(45.0)
Income tax paid(73.8)(59.0)
Net cash generated from operating activities4.5.2378.9356.2
Cash flows from investing activities
Payments for business combination, net of cash acquired5.1(18.8)(11.9)
Proceeds from sale of property, plant and equipment1.51.6
Payments for acquisition of intangible assets(36.3)(13.4)
Payments for acquisition of property, plant and equipment(73.8)(55.6)
Net cash used in investing activities(1 27. 4)(79.3)
Cash flows from financing activities
Share buyback and transaction costs4.3(1 37. 8)–
Payment for purchase of treasury shares4.3(28.0)–
Repayments of principal component of lease liabilities3.2.2(61.6)(59.0)
Dividends paid4.2(178 .4)(158.6)
Transaction costs paid for refinancing–(4.8)
Net cash used in financing activities(405.8)(222.4)
Net (decrease)/increase in cash and cash equivalents(154.3)54.5
Cash and cash equivalents at start of year392.8338.7
Effect of movements in exchange rates on cash and cash equivalents (2.2)(0.4)
Cash and cash equivalents at end of year4.5236.3392.8
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes to the
Consolidated Financial Statements.
121
VENTIA ANNUAL REPORT 2025
CONTENTS
Notes to the Consolidated Financial Statements
for the year ended 31 December 2025
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 27, 155 Miller Street
North Sydney
NSW 2060, Australia.
The Consolidated Financial Statements as at and for the year ended 31 December 2025 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 19 February 2026.
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 going concern basis. While the Group was in a net current
liability position of $35.9 million at 31 December 2025 (2024: net current asset position of $96.8 million), it was mainly driven
by cash outflows in 2025 for share buyback and related transactions cost of $137.8 million, and purchase of treasury shares of
$28.0 million. The Group generated positive net cash from operating activities of $378.9 million in 2025 (2024: $356.2 million)
and had cash and cash equivalents of $236.3 million at 31 December 2025 (2024: $392.8 million). Further supporting this position
is a positive forecast operating net cash flow in 2026 and $400.0 million of undrawn borrowing facilities currently available to
the
Group.
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 2025. 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.
122
FINANCIAL REPORT
VENTIA ANNUAL REPORT 2025
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 2025, as follows:
•
AASB 2023-5 Amendments to Australian Accounting Standards – Lack of Exchangeability
The amended standard has 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 is applicable to the Group.
• AASB 18 Presentation and Disclosures in Financial Statements.
The new standard has not yet been adopted by the Group. AASB 18 replaces AASB 101 Presentation of Financial Statements.
It will not change the recognition and measurement of items in the financial statements, but will affect presentation and
disclosure in the financial statements, including introducing new categories and defined subtotals in the statement of profit or
loss, requiring the disclosure of management-defined performance measures, and changing the grouping of information in the
financial
s
tatements.
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)
• Provisions and contingent liabilities (Note 3.10 and Note 6.1).
123
VENTIA ANNUAL REPORT 2025
CONTENTS
2. Group performance
2.1 Revenue and other income
Disaggregation of revenue by contract profiles
2025
$’m
2024
$’m
Schedule of Rates4,098.74,346.8
Cost Reimbursable1,292.91,229.3
Fixed Price749. 5529.4
Total revenue6,141.16,105.5
Revenue of $351.2 million (2024: $347.0 million) recognised in 2025 was included in the contract liabilities balance as at the
beginning of the year.
2025
$’m
2024
$’m
Other income
Gain on novation of contract24.9–
Total other income24.9–
In January 2025, the Group entered into an agreement with a joint venture between ACCIONA and Ferrovial for the novation of
the operations and maintenance contract and all associated Public Private Partnership agreements on the Toowoomba Second
Range Crossing contract. The novation resulted in a net gain of $24.9 million, comprising of the $6.3 million consideration
($2.5 million of which settled in cash during the year) and release of associated provisions of $19.0 million (refer to Note 3.10);
offset by disposal of associated plant and equipment with a carrying amount of $0.4 million.
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 goods and
services tax (GST).
The Group provides operations and maintenance services, soft and hard facilities management, environmental services,
minor capital works and other solutions.
In general, 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.
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) unit pricing; and
2) variable 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.
124
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
Material accounting policies continued
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:
•
T
he 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;
•
For contracts with a Cost Reimbursable profile, revenue
will be recognised when the underlying costs are incurred;
• 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; 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.
125
VENTIA ANNUAL REPORT 2025
CONTENTS
2.2 Expenses
2025
$’m
2024
$’m
Employee benefits (Note 2.5)2,082.32,050.7
Subcontractors2 , 8 87.72,886.5
Materials431.74 47. 0
Other208.4225.1
Total expenses excluding interest, tax, depreciation and amortisation5,610.15,609.3
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 integrated facilities management in Australia and New Zealand, and is a strategic partner
to the Australian Defence Force. The segment 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.
Infrastructure Ser vicesProvides comprehensive and multidisciplinary maintenance and improvement solutions to
owners and operators of critical infrastructure. The segment capabilities span utilities (energy
network, renewable assets and water), resources and industrial assets (mining, oil and gas,
manufacturing), and resources development (minerals, oil and gas) as well as complex and large-
scale environmental remediation and rehabilitation services.
TelecommunicationsProvides end-to-end service capabilities spanning design, supply, construction, installation,
commissioning and maintenance of the region's fibre optic, mobile and critical telecommunications
networks and infrastructure. The segment 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.
Tr a n s p o r tProvides 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. The segment capabilities include operations,
maintenance, and technology integration across the entire asset lifecycle.
The revenue and earnings before interest, income tax, depreciation and amortisation (EBITDA) of each segment form the primary
basis of all management reporting to the CODM.
2025
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 revenue2,398.01,426.71,672.5643.96,141.1
Segment EBITDA204.6128.7208.249.3590.8
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, 5 7 7. 0632.46,105.5
Segment EBITDA180.6109.9199.646.3536.4
126
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
Reconciliation of segment EBITDA to profit after income tax
2025
$’m
2024
$’m
Segment EBITDA590.8536.4
Other income24.9–
Depreciation(10 0.7)(105.6)
Corporate costs, including amortisation of computer software(75.3)(59.2)
EBIT before amortisation of acquired intangible assets439.7371.6
Amortisation of acquired intangible assets
1
(4.0)(10.9)
Earnings before interest and income tax435.7360.7
Finance costs(5 7. 9)(58.8)
Interest income10.511.1
Profit before income tax388.3313.0
Income tax expense(116.1)(92.8)
Profit after income tax272.2220.2
1. Amortisation of acquired intangible assets relating to customer contracts and relationships acquired through business combinations.
Other segment information
31 December 2025
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 assets5 37. 9864.3821.217 2 . 3506.72,902.4
Segment liabilities311.0317.437 7. 8288.31,046.82,341.3
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 assets573.6778.6815.7182.2591.72,9 41.8
Segment liabilities311.3271.3415.82 97.71,014.82,310.9
2025
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
16.547. 317. 811.97. 2100.7
Amortisation
expense
2.2–––18.420.6
Share of profits/
(losses) of joint
ventures
–(0.7)–1.10.71.1
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
127
VENTIA ANNUAL REPORT 2025
CONTENTS
128
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
Major customers
In 2025, one customer in the Defence and Social Infrastructure segment and one customer in the Telecommunications segment
contributed more than 10% of the Group's total revenue (2024: one customer in the Defence and Social Infrastructure segment).
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
2025
$’m
2024
$’m
2025
$’m
2024
$’m
2025
$’m
2024
$’m
Revenue5,539.15,558.6602.0546.96,141.16,105.5
Total non-current assets1,612.21, 530.7101.4101. 51,713.61,632.2
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. 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:
•
C
orporate costs
•
D
epreciation and amortisation
• Interest income
•
F
inance costs
•
I
ncome 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
2025
$’m
2024
$’m
Interest paid and payable on bank facilities41.141.0
Amortisation of capitalised borrowing costs1.22.7
Bank guarantee costs and commitment fees6.28.0
Interest paid and payable on lease liabilities9.47.1
Total finance costs57. 958.8
129
VENTIA ANNUAL REPORT 2025
2.5 Employee benefit expense
2025
$’m
2024
$’m
Short-term employee benefits1,901.71,884.4
Post-employment benefits150.3151.6
Share-based payments5.95.2
Termination benefits24.49.5
Total employee benefit expense2,082.32,050.7
3. Assets and liabilities
3.1 Trade and other receivables and contract assets
2025
$’m
2024
$’m
Current
Trade receivables, net of expected credit losses280.7296.3
Prepayments and other receivables53.750.1
Amounts receivable from related parties (Note 5.6)6.45.2
Total current trade and other receivables340.8351.6
Non-current
Prepayments and other receivables13.513.9
Amounts receivable from related parties (Note 5.6)6.14.9
Total non-current trade and other receivables19.618.8
Total trade and other receivables360.4370.4
2025
$’m
2024
$’m
Current
Contract assets565.8519.1
Total contract assets565.8519.1
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.
CONTENTS
130
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
3.2 Leases
3.2.1 Right-of-use assets
2025
Property
$’m
Plant and
Equipment
$’m
Motor
Vehicles
$’m
To t a l
$’m
Cost14 6.614.9131.7293.2
Less: Accumulated depreciation(67.5)(6.3)(53.0)(126.8)
Carrying amount at end of year79.18.678.7166.4
Movement:
Carrying amount at start of year70.26.75 7.1134.0
Additions38.25.056.699.8
Disposals(2.5)(0.1)(2.0)(4.6)
Depreciation(26.2)(3.0)(32.4)(61.6)
Effect of exchange rates(0.6)-(0.6)(1.2)
Carrying amount at end of year79.18.678.7166.4
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 year6 7. 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
3.2.2 Lease liabilities
2025
$’m
2024
$’m
Movement:
Carrying amount at start of year143.8133.5
Additions113.573.1
Disposals(4.6)(3.8)
Interest expense9.47.1
Payments for the interest component of lease liabilities(9.4)( 7.1)
Repayments of the principal component of lease liabilities(61.6)(59.0)
Effect of exchange rates(0.9)–
Carrying amount at end of year190.2143.8
Current52.84 6.7
Non-current1 37.497.1
Carrying amount at end of year190.2143.8
131
VENTIA ANNUAL REPORT 2025
The maturity analysis on undiscounted cashflow of lease liabilities is set out below:
2025
$’m
2024
$’m
Within one year61.354.6
One to two years51.044.5
Two to five years70.560.4
Over five years32.75.9
To t a l215.5165.4
At the end of the reporting period, the weighted average lease expiry for the portfolio of leases were:
Weighted Average Lease Expiry
1
2025
Years
2024
Years
Property5.53.4
Plant and equipment5.72.5
Motor vehicles3.92.2
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
2025
$’m
2024
$’m
Interest paid and payable on lease liabilities (included in finance costs)9.47.1
Expense relating to short-term leases, service components of leases, and variable payments13.515.2
3.2.4 Amounts recognised in the Consolidated Statement of Cash Flows
2025
$’m
2024
$’m
Payments for short-term leases, service components of leases, and variable payments
(included in payments to suppliers and employees)
(13.5)(15.2)
Payments for the interest component of lease liabilities(9.4)( 7.1)
Repayments of the principal component lease liabilities (61.6)(59.0)
Total cash outflow for leases (84.5)(81.3)
Material accounting policies
Lease liabilities are initially measured at the present value of the 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.
CONTENTS
132
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
3.3 Property, plant and equipment
2025
Leasehold
Improvements
$’m
Plant and
Equipment
$’m
Motor
Vehicles
$’m
To t a l
$’m
Cost42.22 97.745.1385.0
Less: Accumulated depreciation(14. 5)(14 6.4)(2 5.7)(186.6)
Carrying amount at end of year27.7151.319.4198.4
Movement:
Carrying amount at start of year13.5121.722.31 5 7. 5
Recognition on business combination (Note 5.1)–0.50.20.7
Additions17. 061.72.481.1
Disposals–(0.5)–(0.5)
Depreciation(2.7)(31.2)(5.2)(39.1)
Effect of exchange rates(0.1)(0.9)(0.3)(1.3)
Carrying amount at end of year27.7151.319.4198.4
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)–3.34.98.2
Additions10.839.05.855.6
Disposals–(0.3)(1.0)(1.3)
Depreciation(4.7)(3 4.7)( 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
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:
•
L
easehold improvements: straight-line method — shorter of the lease term and 40 years
• Plant and equipment: straight-line method — up to 15 years
•
M
otor vehicles: straight-line method — up to 10 years.
133
VENTIA ANNUAL REPORT 2025
3.4 Intangible assets
2025
Customer Contracts
and Relationships
$’m
Software and System
Development
$’m
To t a l
$’m
Cost8.1145.7153.8
Less: Accumulated amortisation(0.7)(96.1)(96.8)
Carrying amount at end of year7. 449.657. 0
Movement:
Carrying amount at start of year3.329.933.2
Recognition on business combination (Note 5.1)8.1–8.1
Additions–36.336.3
Amortisation(4.0)(16.6)(20.6)
Carrying amount at end of year7. 449.657. 0
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)(14 8.2)
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
Material accounting policies
Customer contracts and relationships
Customer contracts and relationships were acquired as part of business combinations. 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 twelve 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.
CONTENTS
134
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
3.5 Goodwill
3.5.1 Carrying amounts of, and movement in, goodwill
2025
$’m
2024
$’m
Movement:
Carrying amount at start of year1,099.71,095.1
Recognised on business combination (Note 5.1)11.65.5
Effect of exchange rates(2.0)(0.9)
Carrying amount at end of year1,109.31,099.7
3.5.2 Allocation of goodwill to cash-generating units
2025
$’m
2024
$’m
Defence and Social Infrastructure255.8256.6
Infrastructure Ser vices373.4362.4
Telecommunications425.6426.2
Tr a n s p o r t54.554.5
Total goodwill1,109.31,099.7
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.
135
VENTIA ANNUAL REPORT 2025
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 202531 December 2024
EBITDA
Growth
1
Long-term
Growth Rate
Pre-tax
Discount Rate
EBITDA
Growth
1
Long-term
Growth Rate
Pre-tax
Discount Rate
Defence and Social Infrastructure1.7%2.5%13.5%7. 2 %2.5%12.7%
Infrastructure Ser vices1 2.1%2.5%13.4%8.5%2.5%12.7%
Telecommunications7. 6 %2.5%12.4%6.4%2.5%12.4%
Tr a n s p o r t14.4%2.5%13.6%8.2%2.5%12.7%
1. The earnings before interest, income tax, depreciation and amortisation (EBITDA) growth represents compound annual growth rates over a five-year forecast period.
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
2025
$’m
2024
$’m
Current tax92.380.0
Deferred tax23.812.8
Total income tax expense116.192.8
3.7.2 Reconciliation between profit before income tax and income tax expense
2025
$’m
2024
$’m
Profit before income tax388.3313.0
Income tax expense using the Australian corporate tax rate of 30%116.593.9
Tax effect of amounts that are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses0.31.7
Effect of different tax rates on overseas income(0.5)(0.5)
Other(0.2)(2.3)
Income tax expense116.192.8
CONTENTS
136
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
3.7.3 Deferred tax recognised in the Consolidated Statement of Financial Position
2025
Carrying
Amount at
Start of Year
$’m
Recognition
on business
combination
(Note 5.1)
$’m
Recognised
in Profit or
Loss
$’m
Recognised
in Other
Comprehensive
Income
$’m
Effect of
exchange
rates
Carrying
Amount at
End of Year
$’m
Net deferred tax assets/(liabilities)
Contract assets and liabilities0.8(0.3)4.4–(0.1)4.8
Property, plant and equipment13.6–(1.7)––11.9
Intangible assets(14.2)(2.4)0.9––(15.7)
Trade and other payables11.1–3.1––14.2
Provisions and employee benefit
liabilities
114.70.7(4.6)–(0.2)110.6
Tax losses50.3–(24.1)––26.2
Other items3.5–(1.8)(1.4)(0.2)0.1
Net deferred tax assets/(liabilities)
1
179. 8(2.0)(23.8)(1.4)(0.5)152.1
2024
Carrying
Amount at
Start of Year
$’m
Recognition
on business
combination
(Note 5.1)
$’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 assets and liabilities(22.5)–23.3–0.8
Property, plant and equipment8.1–5.5–13.6
Intangible assets(9.5)–(4.7)–(14.2)
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
Other items2.1(0.8)1.01.23.5
Net deferred tax assets/(liabilities)
1
192.2(0.8)(12.8)1.2179. 8
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 authority.
Unrecognised tax losses
2025
$’m
2024
$’m
Unused tax losses for which no deferred tax asset has been recognised11.311.3
Potential tax benefit3.43.4
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
2025
$’m
2024
$’m
Current tax assets––
Current tax liabilities(32.3)(12.9)
Net current tax assets/(liabilities)
1
(32.3)(12.9)
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.
137
VENTIA ANNUAL REPORT 2025
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.
3.8 Trade and other payables and contract liabilities
2025
$’m
2024
$’m
Current
Trade payables27 7. 9293.7
Accruals276.0224.8
Other payables71.375.8
Amounts payable to related parties (Note 5.6)4.31.0
Total current trade and other payables629.5595.3
Non-current
Other payables5.52.8
Total non-current trade and other payables5.52.8
Total trade and other payables635.0598.1
2025
$’m
2024
$’m
Contract liabilities – current27 7. 2351.2
Contract liabilities – non-current62.262.0
Total contract liabilities339.4413.2
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.
CONTENTS
138
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
3.9 Employee benefit liabilities
2025
$’m
2024
$’m
Current
Annual leave86.183.4
Long service leave28.729.8
Workers’ compensation14.214.7
Other employee benefits43.134.5
Total current employee benefit liabilities17 2 .1162.4
Non-current
Long service leave5 7.45 7. 2
Workers’ compensation20.518.0
Other employee benefits–0.7
Total non-current employee benefit liabilities7 7. 975.9
Total employee benefit liabilities250.0238.3
3.10 Provisions
2025
$’m
2024
$’m
Current
Unfavourable contracts1.35.5
Onerous contracts1.31.7
Warranties and contract claims53.932.3
Other4.14.8
Total current provisions60.644.3
Non-current
Unfavourable contracts33.042.3
Onerous contracts0.4–
Warranties and contract claims33.454.8
Other21.718.0
Total non-current provisions88.5115.1
Total provisions149.1159.4
2025
Unfavourable
Contracts
$’m
Onerous
Contracts
$’m
Warranties
and contract
claims
$’m
Other
$’m
To t a l
$’m
Current5.51.732.34.844.3
Non-current42.3–54.818.0115.1
Carrying amount at start of year47. 81.787. 122.8159.4
Movement:
Provisions raised––25.93.429.3
Provisions used(0.8)–(21.3)(0.3)(22.4)
Provisions released on novation of contract (note 2.1)(12.7)–(6.3)–(19.0)
Recognition on business combination (note 5.1)––2.3–2.3
Effect of exchange rates––(0.4)(0.1)(0.5)
Carrying amount at end of year34.31.787. 325.8149.1
Current1.31.353.94.160.6
Non-current33.00.433.421.788.5
Carrying amount at end of year34.31.787. 325.8149.1
139
VENTIA ANNUAL REPORT 2025
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 business combinations.
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 business combinations 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.
CONTENTS
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.
20252024
Profit after income tax for the year attributable to equity holders of the parent entity
used in earnings per share ($’m)
272.2220.2
272.2220.2
WANOS used in earnings per share (millions of shares)
WANOS for purpose of basic earnings per share8 39.7855.4
Effect from dilutive potential ordinary shares
Weighted average number of ordinary shares on issue8 39.7855.4
A
djustment to reflect potential dilution for equity incentive plans11.08.9
WANOS for purpose of diluted earnings per share8 50.7864.3
Basic earnings per share (cents)32.422 5 .74
Diluted earnings per share (cents)32.0025.48
4.2 Dividends
20252024
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 final10.6389.980%
7 April
2025
9.4179.580%
5 April
2024
Current year interim10.7188.590%
8 October
2025
9.3579.180%
7 October
2024
Dividends paid during the year21.34178 .418.76158.6
On 19 February 2026, the Board of Directors declared a final dividend of 12.54 cents per share in respect of the 2025 financial year,
90% franked at a 30% tax rate. The amount will be paid on 9 April 2026. As the dividend was declared subsequent to 31 December
2025, no provision had been made at 31 December 2025.
Franking credit balance
2025
$’m
2024
$’m
Franking credits available for future financial periods (tax paid basis, 30% tax rate)1.10.7
The above amount represents the balance of the franking accounts at the end of the period, adjusted for:
• franking credits that will arise from the payment of income tax payable at the end of the period
•
franking debits that will arise from the payment of dividends provided at the end of the period.
140
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
4.3 Share capital
20252024
Share Capital
Number
Millions$’m
Number
Millions$’m
Balance at start of year855.5374. 5855.5374. 5
Movement:
Share buyback(29.1)(1 37. 6)––
Transaction costs–(0.2)––
Balance at end of year826.4236.7855.5374. 5
During the year, the Company bought back 29.1 million shares on market at an average price of $4.72 per share, for a total cash
outflow of $137.6 million.
Share capital
Holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at shareholders’
meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are entitled to any net
proceeds on liquidation.
The total number of shares issued by the Company as at 31 December 2025 is 826,358,504 (2024: 855,484,445). This includes
3,355,449 treasury shares as at 31 December 2025 (2024: 70,671). In 2025, 2,373,773 treasury shares were granted to certain
employees of the Group.
The following table summarises the movements in treasury shares:
20252024
Treasury Shares
Number
Millions$’m
Number
Millions$’m
Balance at start of year0.1(0.1)0.2(0.3)
Movement:
Purchase of treasury shares5.7(28.0)(0.1)0.2
Shares issued to employees(2.4)9.4––
Balance at end of year3.4(18.7)0.1(0.1)
141
VENTIA ANNUAL REPORT 2025
CONTENTS
4.4 Reserves
2025
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(0.1)(0.7)(4.5)9.7(42.4)(38.0)
Purchase of treasury shares(28.0)––––(28.0)
Shares issued to employees9.4––(9.4)–-
Share-based payment expense–––5.95.9
Benefits vested–––5.1–5.1
Gains arising on change in the fair value of
hedging instruments
–5.2–––5.2
Income tax related to gains recognised in
other comprehensive income
–(1.5)–––(1.5)
Cumulative gains arising on changes in fair
value of hedging instruments reclassified
to profit or loss
–(0.5)–––(0.5)
Income tax related to gains reclassified to
profit or loss
–0.1–––0.1
Foreign exchange translation differences––( 7. 0)––( 7. 0)
Balance at end of year(18.7)2.6(11.5)11.3(42.4)(58.7)
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)––
Share-based payment expense–––5.2–5.2
Benefits vested–––(1.2)–(1.2)
Gains arising on change in the fair value of
hedging instruments
–2.9–––2.9
Income tax related to gains 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)
Balance at end of year(0.1)(0.7)(4.5)9.7(42.4)(38.0)
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 $5,853,000 (2024: $5,181,000).
Refer to the Remuneration Report for further details of all plans.
142
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
Long-term Incentive (LTI) Plan
LT I Pl a n
Share Appreciation Rights (SARs) are granted under the LTI plan. SARs entitle the participants to payment in the Company’s
ordinary shares, equivalent to the amount by which the underlying Company share price has increased since the right was
granted. If SARs vest, the participants will be allocated shares equal to the total value of appreciation (number of SARs times share
price growth from grant to vesting). The share price growth is based on the difference between the 20-day trading day Volume-
Weighted Average Price (VWAP) up to and including 31 December for the grant year (2024: 10-day VWAP up to the release of the
Company’s annual financial statements for the grant year), and the 20-day VWAP up to and including 31 December for the vesting
year (2024: 10-day VWAP up to the release of the Company’s annual financial statements for the vesting year).
The variables in the table below are used as inputs into the model to determine the fair value of the 2025 and 2024 LTI Plan’s SARs.
2025 LTI PlanTr a n c h e 1Tr a n c h e 2Tr a n c h e 3
Invitation date23 May 202523 May 202523 May 2025
Vesting period start date1 January 20251 January 20251 January 2025
Vesting date31 December 202731 December 202831 December 2029
Expected volatility25%25%25%
Risk-free interest rate (per annum)3.50%3.60%3.70%
Share price at invitation date$ 4.79$ 4.79$ 4.79
Expected dividend yield (per annum)5.83%5.83%5.83%
Fair value per instrument$0.73$0.85$0.94
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
The following table summarises the movements in SARs for the LTI Plan:
20252024
Balance at start of year20,145, 81217,747,16 5
True-up for prior year
1
(1,156,549)(4,004,440)
Issued during the year
1
4,674,2406,925,860
Vested during the year(2,600,458)-
Forfeited during the year(183,185)(522,773)
Balance at end of year20,879,86020,145,812
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 2024 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.
143
VENTIA ANNUAL REPORT 2025
CONTENTS
Short-term Incentive (STI) Plan
STI Plan
The 2025 STI Plan is a cash and share-settled share rights plan. The equity component will be awarded in March 2026 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 equivalent rights 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 2025 STI Plan had the same mechanism as the 2024 STI Plan. The variables in the table below are
used as inputs into the model to determine the fair value of the 2025 and 2024 STI Plan share rights:
2025 STI PlanTr a n c h e 1Tr a n c h e 2
Invitation date11 April 202511 April 2025
Vesting period start date1 January 20251 January 2025
Vesting date31 December 202631 December 2027
Expected volatility25%25%
Risk-free interest rate (per annum)3.26%3.38%
Share price at invitation date$4.12$4.12
Expected dividend yield (per annum)5.83%5.83%
Fair value per instrument$4.12$4.12
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
144
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
Movements in outstanding share rights
The following table summarises the movement in outstanding share rights for the above STI plans:
20252024
Balance at start of year2,338,2572 , 0 5 7,18 2
True-up for prior year
1
(118,971)(132,894)
Issued during the year
1
664,060911,670
Vested during the year(965,851)(419, 209)
Forfeited during the year(22,483)(78,492)
Balance at end of year1,895,0122,338,257
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 2024 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 2025 and 2024.
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).
145
VENTIA ANNUAL REPORT 2025
CONTENTS
146
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
4.5 Cash and cash equivalents
4.5.1 Cash and cash equivalents as presented in the Consolidated Statement of Cash Flows
2025
$’m
2024
$’m
Cash at bank and on hand236.3392.8
Total cash and cash equivalents236.3392.8
4.5.2 Reconciliation of profit after income tax to net cash generated from operating activities
2025
$’m
2024
$’m
Profit after income tax272.2220.2
Adjustments for:
Income tax expense116.192.8
Income tax payment(73.8)(59.0)
Depreciation expense10 0.7105.6
Amortisation expense20.633.0
Share of profits of joint ventures(1.1)(3.1)
Dividends received from joint ventures1.72.3
Amortisation of capitalised borrowing costs1.22.7
Share-based payment expense5.95.2
Other(2.5)0.5
Changes in working capital:
Trade and other receivables14.719.7
Contract assets(45.1)10.6
Inventories0.81.1
Trade and other payables42.8 (64.9)
Contract liabilities(74.1)0.4
Employee benefit liabilities11.35.8
Provisions(12.5)(16.7)
Net cash generated from operating activities378.9356.2
147
VENTIA ANNUAL REPORT 2025
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
2025
$’m
2024
$’m
Borrowings750.0750.0
Capitalised borrowing costs(5.1)(6.3)
Total borrowings74 4.9743.7
i. Refinancing of borrowings
The Group has the following syndicated facilities (Syndicated Facilities):
•
$900.0 million of revolving cash facilities, comprising two $250.0 million tranches, which are fully drawn as at 31 December 2025
and 31 December 2024, and a five-year $400.0 million tranche, which is undrawn as at 31 December 2025 and 31 December 2024
• $250.0 million Asian Term Loan facility, which is fully drawn at 31 December 2025 and 31 December 2024.
The Syndicated 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 Syndicated 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 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 2025 and throughout the year.
iii. Bank guarantees and insurance bonds
T
he Group has $835.0 million (2024: $760.0 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. $449.9 million of these facilities were utilised as at 31 December 2025 (2024:
$460.5 million).
iv. Credit ratings
The Group had investment grade credit ratings of Baa2 (Outlook Stable) from Moody’s and BBB (Outlook Stable) from S&P as at
31 December 2025 and 2024.
v. Maturity profile
The maturity profile of the Group’s borrowing arrangements is represented in the below table by facility limit:
CurrencyAnnual Interest RateMaturity$’m
Syndicated 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
CONTENTS
148
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
4.7 Financial risk management
The Group’s activities expose it to several financial risks, including market 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 (2024: 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
(2024: 25 basis points) will:
•
decrease/increase full year net profit after income tax by $0.4 million (2024: $0.7 million) as a result of the unhedged portion of
the Group’s variable-rate borrowings
•
i
ncrease/decrease full year other comprehensive income (net of income tax) by $1.7 million (2024: $1.4 million) as a result of the
changes in fair value of derivatives designated in a cash flow hedge.
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 $7.7 million (31 December 2024: $7.0 million). The movement represents
the
Group’s assessment of the possible changes in spot foreign exchange rates.
149
VENTIA ANNUAL REPORT 2025
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
2025
$’m
2024
$’m
2025
$’m
2024
$’m
2025
$’m
2024
$’m
Cash flow hedges
Interest rate swaps900.0975.04.20.50.41.5
To t a l900.0975.04.20.50.41.5
1. At 31 December 2025, the notional value for interest rate swaps includes $375.0 million of for ward starting swaps (31 December 2024: $600.0 million).
At the reporting date, the following items are designated as hedged items:
Carrying Amount
of Hedged Items
Cash Flow
Hedge Reserve
2025
$’m
2024
$’m
2025
$’m
2024
$’m
Cash flow hedges
Borrowings525.0375.02.6(0.7)
To t a l525.0375.02.6(0.7)
The above hedge relationships are assessed to be highly effective with insignificant hedge ineffectiveness.
iv. 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 2025, and cash at bank and on hand of
$236.3 million as at 31 December 2025, 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.
CONTENTS
150
FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
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 2025
Within One year
$’m
One to Two Years
$’m
Two to Five Years
$’m
Over
Five Years
To t a l
$’m
Non-derivative financial liabilities
Borrowings45.2293.0308.0263.0909.2
Trade and other payables629.55.5--635.0
6 74.7298.5308.0263.01,544.2
Derivative financial liabilities
Interest rate swaps0.20.10.1-0.4
0.20.10.1-0.4
To t a l674.9298.6308.1263.01,544.6
Maturity Analysis of Undiscounted Cash Outflow
31 December 2024
Within One year
$’m
One to Two Years
$’m
Two to Five Years
$’m
Over
Five Years
To t a l
$’m
Non-derivative financial liabilities
Borrowings41.041.0578.0275.4935.4
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
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 contract
assets) 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 and contract assets 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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VENTIA ANNUAL REPORT 2025
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:
2025
$’m
2024
$’m
Cash and cash equivalents236.3392.8
Trade receivables and contract assets, net of expected credit losses846.5815.4
Other receivables23.219.9
Amounts receivable from related parties12.510.1
Derivative assets4.20.5
To t a l1,122.71, 238.7
The ageing of the Group’s gross trade receivables before expected credit losses at the reporting date was:
2025
$’m
2024
$’m
Gross aged receivables 0-90 days282.5293.9
Gross aged receivables more than 90 days3.67. 2
To t a l286.1301.1
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
2025
$’m
2024
$’m
2025
$’m
2024
$’m
Fair Value
Hierarchy
Interest rate swaps4.20.50.41.5Level 2
Contingent consideration (Note 5.1)--3.23.1Level 3
To t a l4.20.53.64.6
There were no transfers between level 1, level 2 or level 3 during the year.
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VENTIA ANNUAL REPORT 2025
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:
2025
$’m
2024
$’m
Estimated capital expenditure under firm contracts, payable:
Not later than one year22.211.2
Later than one year, not later than two years--
Beyond two years--
Total capital expenditure commitments
1
22.211.2
1. There were no material commitments related to joint arrangements.
153
VENTIA ANNUAL REPORT 2025
5. Group structure
5.1 Business combinations
5.1.1 Current year acquisition
On 1 July 2025, Ventia Holdings I Pty Limited (a controlled entity of the Company) acquired the entire share capital of PowerNet
Holding Company Pty Limited (PowerNet). PowerNet is an electrical services business specialising in the construction and
installation of complex electrical high voltage projects. Its acquisition is expected to enhance the Group’s ability to support the
upgrades needed to Australia’s power network, supporting the energy transition and ensuring safe, reliable, high-quality power
across Australia.
Details of the purchase consideration and net assets acquired are summarised as follows:
Final Fair Value
$’m
Cash consideration paid19.6
Net assets acquired at fair value(8.0)
Goodwill11.6
The recognised amounts of assets and liabilities as a result of the acquisition are as follows:
$’m
Cash and cash equivalents0.8
Trade and other receivables3.8
Contract assets1.6
Total current assets6.2
Property, plant and equipment0.7
Intangible assets8.1
Total non-current assets8.8
To t a l a s s e t s15.0
Trade and other payables0.7
Contract liabilities0.3
Employee benefit liabilities0.4
Provisions2.3
Current tax liabilities1.3
Total current liabilities 5.0
Deferred tax liabilities2.0
Total non-current liabilities2.0
Total liabilities7. 0
Total identifiable net assets acquired8.0
From the date of acquisition, PowerNet’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 comprised a gross contractual amount due of $3.8 million, of which $Nil was expected to be
uncollectable at the date of acquisition.
The intangibles assets recognised comprised customer contracts and relationships.
The goodwill is attributable mainly to the synergies expected to be achieved from integrating PowerNet into the Group’s existing
Infrastructure Services offering.
CONTENTS
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VENTIA ANNUAL REPORT 2025
5.1.2 Prior 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 is expected to strengthen 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 consideration3.0
Net assets acquired at fair value(10.9)
Goodwill5.5
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
Employee benefit liabilities0.6
Current tax liabilities0.4
Total current liabilities 2.2
Deferred tax liabilities0.8
Total non-current liabilities0.8
Total liabilities3.0
Total identifiable net assets acquired10.9
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 business
combinations 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.
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VENTIA ANNUAL REPORT 2025
5.2 Equity accounted investments
2025
$’m
2024
$’m
Joint ventures
Balance at start of year9.28.4
Share of profits1.13.1
Dividends declared(2.7)(2.3)
Balance at end of year7.69.2
Joint Venture
Country of
Incorporation
Statutory
Reporting Date
Ownership Interest
2025
%
2024
%
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 Limited1Australia30 June50.050.0
Ventia Boral Amey NSW Pty Limited
2
Australia31 December66.666.6
Ventia Boral Amey QLD Pty Limited
2
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. The entity was deregistered in Februar y 2026.
2.
W
hile 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.
The Group’s share of the joint ventures’ carrying amounts is presented below in aggregate, as they are individually immaterial:
2025
$’m
2024
$’m
Carrying amounts
Current assets16.116.2
Non-current assets14.88.1
Current liabilities(12.1)(6.2)
Non-current liabilities(11.2)(8.9)
Net assets7.69.2
Total comprehensive income
Profit after income tax1.53.6
Total comprehensive income1.53.6
There are no material commitments held by joint ventures.
CONTENTS
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FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
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
2025
%
2024
%
AllwaterAustralia50.050.0
Arup Pty Limited & BMD Constructions Pty Ltd & Ventia Pty Limited (Smartways)Australia20.020.0
BRSJayAustralia50.050.0
Confluence WaterAustralia50.050.0
Gold Coast Infrastructure SolutionsAustralia50.050.0
Tr a c e UJ V
1
Australia80.080.0
VenCo JVAustralia50.0-
Utilita Water SolutionsAustralia50.050.0
Ventia Boral Amey NSW
1
Australia66.666.6
Ventia Boral Amey QLD
1
Australia64.464.4
WatersureAustralia40.040.0
Ventia-Wajarri Enterprises JVAustralia50.050.0
1. 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.
157
VENTIA ANNUAL REPORT 2025
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.
ICD (Asia Pacific) Pty Limited was added as a party to the Deed of Cross Guarantee effective 12 December 2025.
i. Parties to the Deed
Name of Entity
Broadspectrum (Finance) Pty LtdEasternwell Group Operations Pty LtdVentia Pty Limited
Broadspectrum (Holdings) Pty LtdEasternwell Group Pty LtdVentia Services Group Limited
Broadspectrum (International) Pty LtdEasternwell WA Pty LtdVentia Services Pty Ltd
Broadspectrum (Oil & Gas) Pty LtdICD (Asia Pacific) Pty LimitedVentia Solutions Pty Limited
Broadspectrum Pty LtdPiver Pty LtdVentia Utility Services Pty Limited
BRS Holdco Pty LtdVentia Asset Infrastructure Services Pty LimitedVisionstream Australia Pty Limited
Delron Cleaning Pty LtdVentia Australia Pty LtdVisionstream Pty Limited
Delron Group Facility Services Pty LtdVentia Finco Pty LtdVisionstream Services Pty Limited
Easternwell Group Assets Pty Ltd Ventia Holdings I Pty Limited
Easternwell Group Investments Pty Limited Ventia Property Pty Ltd
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:
2025
$’m
2024
$’m
Revenue5,548.55 , 527. 3
Expenses(5,040.4)(5,026.2)
Share of profits of joint ventures1.13.1
Earnings before interest, income tax, depreciation and amortisation509.2504.2
Depreciation expense(76.7)(81.4)
Amortisation expense(14.8)(31.0)
Earnings before interest and income tax417.7391.8
Finance costs(54.8)(56.1)
Interest income8.89.6
Profit before income tax371.7345.3
Income tax expense(110.4)(84.5)
Profit after income tax261.3260.8
CONTENTS
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FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
2025
$’m
2024
$’m
Current assets
Cash and cash equivalents198.23 41.1
Trade and other receivables304.4305.8
Contract assets505.84 6 7. 6
Inventories13.417. 5
Derivative assets1.00.5
Total current assets1,022.81,132.5
Non-current assets
Trade and other receivables19.618.8
Investment in subsidiaries61.942.5
Equity accounted investments7. 69.2
Deferred tax assets136.5163.4
Right-of-use assets14 0.6106.6
Property, plant and equipment156.7120.2
Intangible assets49.528.1
Goodwill1,072.61,072.6
Derivative assets3.2–
Total non-current assets1,648.21,561.4
To t a l a s s e t s2,671.02,693.9
Current liabilities
Trade and other payables420.0395.7
Contract liabilities2 5 7. 6321.1
Derivative liabilities0.2–
Employee benefit liabilities155.2145.6
Provisions50.637. 0
Lease liabilities43.236.0
Current tax liability27. 27.1
Total current liabilities954.0942.5
Non-current liabilities
Trade and other payables2.6–
Contract liabilities62.262.0
Employee benefit liabilities75.974. 2
Provisions86.6112.4
Derivative liabilities0.21.5
Lease liabilities119.178.3
Borrowings74 4.9743 .7
Total non-current liabilities1,091.51,072.1
Total liabilities2,045.52,014.6
Net assets625.5679.3
Equity
Share capital236.7374. 5
Reserves(43.1)(29.4)
Retained earnings431.9334.2
Total equity625.5679.3
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VENTIA ANNUAL REPORT 2025
5.4.2 Details of subsidiaries
The subsidiaries of Ventia Services Group Limited are as follows:
Interest Held %
Name of EntityCountry of Incorporation20252024
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
3
Australia-100
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, 3
Australia-100
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
1,2
Australia100100
O.G.C. Services Pty Ltd
1
Australia100100
Piver Pty Ltd
1,2
Australia100100
PowerNet Holding Company Pty Ltd
1
Australia100-
PowerNet Constructions Pty Ltd
1
Australia100-
PowerNet Design Pty Ltd
1
Australia100-
PowerNet Employment Pty Ltd
1
Australia100-
PNC Plant Hire Pty Ltd
1
Australia100-
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
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FINANCIAL REPORT – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
VENTIA ANNUAL REPORT 2025
Interest Held %
Name of EntityCountry of Incorporation20252024
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
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
BRS (NZ Holdings) LimitedNew Zealand100100
BRS (NZ) LimitedNew Zealand100100
Landscape Solutions Pty LimitedNew Zealand100100
TSNZ Pulp & Paper Maintenance LimitedNew Zealand100100
Ventia NZ LimitedNew Zealand100100
Ventia NZ Operations LimitedNew 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 Ser vices Group Limited as the holding entity under the Deed.
3.
T
he entities were deregistered during F Y25.
5.5 Parent entity information
As at, and throughout the financial year ended 31 December 2025, 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:
2025
$’m
2024
$’m
Profit after income tax180.7161.4
Total comprehensive income180.7161.4
2025
$’m
2024
$’m
Total current assets––
Total non-current assets310.0490.6
To t a l a s s e t s310.0490.6
Total current liabilities53.476.4
Total non-current liabilities––
Total liabilities53.476.4
Net assets256.6414.2
Share capital236.7374. 5
Reserves( 7. 3)9.7
Retained earnings27. 230.0
Total equity256.6414.2
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VENTIA ANNUAL REPORT 2025
Guarantees
The Company 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.
The Company in the normal course of business, provides guarantees on behalf of its controlled entities, joint venture and related
parties in respect of their contractual performance-related obligations. These include insurance, performance and payment
bonds disclosed in Note 6.1, and parent company guarantees for certain contracts with customers.
Commitments for capital expenditure and contingent liabilities
The Company does not have any commitments or contingent liabilities (2024: 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:
2025
Revenue
$’000
Expenses
$’000
Current
Receivables
$’000
Non-Current
Receivables
$’000
Current
Payables
$’000
Joint arrangements65,53951,0146,3776,1434,320
65,53951,0146,3776,1434,320
2024
Revenue
$’000
Expenses
$’000
Current
Receivables
$’000
Non-Current
Receivables
$’000
Current
Payables
$’000
Joint arrangements59,5365 4,7555,1894,9301,033
59,53654,7555,1894,9301,033
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 remuneration for Key Management Personnel (KMP) is as follows:
2025
$’000
2024
$’000
Short-term employee benefits4,74 64,688
Post-employment benefits233218
Other long-term benefits29-
Share-based payments1,14 01,282
6,1486,188
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.
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VENTIA ANNUAL REPORT 2025
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:
2025
$’m
2024
$’m
Insurance, performance and payment bonds449.9460.5
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 the 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 historically 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 in prior years respectively served their defence to each allegation, denying all liability.
During the year ended 31 December 2025 and without prejudice to the ongoing claims process in the Supreme Court of
Queensland, commercial negotiations have been ongoing between the relevant parties in relation to the claims. These
negotiations and any potential settlement remain conditional, however, given the progress of negotiations to date, the Group
has determined that an outflow of economic benefits in relation to the matter is probable at 31 December 2025 and provisions
reflective of the Group’s best estimate of the quantum of this outflow are included within in the provision for warranty and claims
as disclosed in Note 3.10.
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
Probability of outflow
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.
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VENTIA ANNUAL REPORT 2025
6.2 Auditors’ remuneration
The auditors’ remuneration for the Group is as follows:
2025
$’000
2024
$’000
Deloitte Touche Tohmatsu and related network firms
Audit or review of financial statements
Group1,2951,257
Subsidiaries and joint operations7168
Audit or review of sustainability reports
Group16590
Total audit or review 1,5311,415
Other assurance and agreed-upon procedures under other legislation or contractual agreements1888
Other services:
Other non-assurance services60-
Total other services7888
1,6091,503
6.3 Events after the reporting period
6.3.1 2025 final dividend
Since the end of the financial year, the Directors have resolved to pay a final dividend of 12.54 cents per fully paid ordinary share,
90% 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 2025.
Unless disclosed elsewhere in the Consolidated Financial Statements, no other material matter or circumstance has arisen since
31 December 2025 that has significantly affected or may significantly affect:
•
T
he 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.
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VENTIA ANNUAL REPORT 2025
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 2025, 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 2025 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
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%AustraliaAustralia
Easternwell Drilling Services Assets Pty LtdBody corporate100%AustraliaAustralia
Easternwell Drilling Services Holdings 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
PNC Plant Hire Pty LtdBody corporate100%AustraliaAustralia
Powernet Constructions Pty LtdBody corporate100%AustraliaAustralia
Consolidated Entity Disclosure Statement
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VENTIA ANNUAL REPORT 2025
Entity NameEnt it y Ty p e
Ownership
interest
Country of
Incorporation
Tax Residency
(Australia
or Foreign
Jurisdiction)
Powernet Design Pty LtdBody corporate100%AustraliaAustralia
Powernet Employment Pty LtdBody corporate100%AustraliaAustralia
Powernet Holding Company Pty LtdBody corporate100%AustraliaAustralia
Silcar Pty LtdBody corporate100%AustraliaAustralia
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 ZealandNew Zealand
Ventia NZ Operations LimitedBody corporate100%New ZealandNew Zealand
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 ZealandNew Zealand
Visionstream Pty LimitedBody corporate100%AustraliaAustralia
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.
•
F
oreign tax residency has been assessed based on applicable foreign legislation, judicial precedent and regulatory guidance.
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VENTIA ANNUAL REPORT 2025
In the opinion of the Directors of Ventia Services Group Limited (Company):
a. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable;
b. the 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. the Directors have been given the declarations required by Section 295A of the Corporations Act 2001; and
e.
t
he Consolidated Entity Disclosure statements as at 31 December 2025 set out on page 164 is true and correct.
f. there are reasonable grounds to believe that the Company and the controlled entities will be able to meet any obligations or
l
iabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and
t
hose controlled entities pursuant to ASIC Corporations (Wholly-owned companies) Instrument 2016/785 (Instrument).
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
19 February 2026
Directors’ Declaration
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VENTIA ANNUAL REPORT 2025
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Quay Quarter Tower
50 Bridge Street
Sydney, NSW, 2000
Australia
Tel: +61 2 9322 7000
www.deloitte.com.au
Independent Auditor’s Report to the Members of Ventia
Services Group Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Ventia Services Group Limited (the “Company”) and its subsidiaries
(the “Group”) which comprises the consolidated statement of financial position as at 31 December 2025, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including material accounting policy information and other explanatory information, the
consolidated entity disclosure statement and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
• Giving a true and fair view of the Group’s financial position as at 31 December 2025 and of its financial
performance for the year then ended; and
• Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards
Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia.
We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report for the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Independent Auditor's Report
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VENTIA ANNUAL REPORT 2025
Key Audit Matter How the scope of our audit responded to the Key Audit
Matter
Recognition of revenue and recovery of
related contract assets
As disclosed in Note 2.1 and Note 3.1, the
Group has recognised revenue of $6,141.1
million in the year and contract assets of
$565.8 million as at 31 December 2025. Due to
the range of services provided by the Group, a
number of different contractual arrangements
exist that impact the recognition and
measurement of this revenue.
Management are required to exercise
judgement in determining the timing and
quantum of revenue recognised which
includes, amongst other matters,
consideration of the following:
• interpretation of terms and conditions in
relation to the relevant performance
obligations in accordance with
contractual arrangements;
• determination of stage of completion and
measurement of progress towards
satisfaction of performance obligations
where these are not satisfied at a point in
time;
• the allocation of revenue and costs to
performance obligations where multiple
deliverables and services exist;
• the Group’s performance against
contractual obligations and the impact on
revenue and costs of delivery; and
• determination of contractual entitlement
and assessment of the probability of
customer approval of changes in price.
When revenue is recognised a corresponding
contract asset is also recorded in the
consolidated statement of financial position
representing the Group’s right to consideration
for the services transferred to date. Contract
assets include amounts recognised as variable
consideration.
Contract assets are reclassified to trade
receivables when these amounts have been
certified or invoiced to a customer.
Our procedures included, but were not limited to:
• Evaluating management’s processes and controls in
respect of the recognition of revenue and related
contract assets. As part of this process, we tested
relevant controls including:
- the review and approval process of new
contracts in line with the relevant delegation
of authority and contractual risk approval
requirements;
- review and approval of contract progress
claims and underlying calculations; and
- project reviews undertaken by management.
•
Making enquiries of project leaders across the
Group’s operating sectors to enhance our
understanding of the Group’s contracting processes
and discussing with project management the risks
and opportunities in relation to individual contracts,
with a specif
ic focus on contracts that exhibit a
number of quantitative and qualitative risk factors
which may indicate that a greater level of judgement
is required in recognising revenue. These factors
include amongst others:
- high value contracts;
- significantly aged contract assets;
- history of issues identified, including any
contractual disputes or litigation;
- significant contract modifications, variations
or claims;
- material new contracts; and
- loss making contracts.
•
Developing an independent expectation of the
revenue in the year using contract related expenses
and historical contract margins as predicting
variables.
• Selecting and testing a sample of contract assets. For
the contracts selected the following procedures were
performed, where relevant, amongst others:
- obtaining and reviewing the key contract
terms and conditions to evaluate whether
these were reflected in management’s
recognition of revenue;
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VENTIA ANNUAL REPORT 2025
- assessing whether the relevant performance
obligations had been met and the value of
revenue recognised is in accordance with
the contractual terms;
- where applicable, assessing the forecast
costs to complete through enquiries of
project managers and finance personnel and
agreeing to relevant support;
- testing contractual entitlement relating to
contract modifications, variations and
claims recognised within contract revenue
to supporting documentation and by
reference to the underlying contracts; and
- evaluating collectability in the period from 1
January 2026 to assess the reasonableness
of management’s revenue recognition
judgements and timing of revenue
recognised.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 31 December 2025, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon. The other information includes the Sustainability Report upon which we have
performed a review of specified Sustainability Disclosures and issued a separate auditor’s report.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors are responsible:
• For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a
true and fair view of the financial position and performance of the Group in accordance with Australian
Accounting Standards; and
• For such internal control as the directors determine is necessary to enable the preparation of the financial
report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial
position and performance of the Group, and is free from material misstatement, whether due to fraud or
error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
CONTENTS
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VENTIA ANNUAL REPORT 2025
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of this financial
report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the Group as a basis for forming an opinion on the
Group financial report. We are responsible for the direction, supervision, and review of the audit work
performed for the purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
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VENTIA ANNUAL REPORT 2025
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the Directors’ Report for the year ended 31 December
2025.
In our opinion, the Remuneration Report of Ventia Services Group Limited, for the year ended 31 December
2025, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on
the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
H Fortescue G Muller
Partner Partner
Chartered Accountants Chartered Accountants
Sydney,19 February 2026 Sydney,19 February 2026
CONTENTS
Sustainability
Report
Pictured: Ventia team member
secures personal protective
equipment before performing
maintenance work on marine
infrastructure, Western Australia
Contents
Director’s declaration 173
1. Basis of preparation 174
2. Governance 175
3. Strategy 177
4. Risk management 192
5. Metrics and targets 193
17 2
SUSTAINABILITY REPORT
VENTIA ANNUAL REPORT 2025
Directors' declaration
17 3
VENTIA ANNUAL REPORT 2025
In the opinion of the Directors, the Company has taken reasonable steps to ensure the substantive provisions of the Sustainability
Report are in accordance with the Corporations Act 2001 (Cth), including:
a. the disclosure of the matters included in Section 296D of the Corporations Act 2001 (Cth); and
b. compliance with Australian Accounting Standard AASB S2 Climate-related Disclosures.
This declaration is made in accordance with a resolution of the Directors made on 19 February 2026 .
On behalf of the Board
D
avid Moffatt
Chairman
19 February 2026
CONTENTS
1. Basis of preparation
This report represents the climate-related disclosures for
Ventia Services Group Limited and its subsidiaries (collectively,
“the Group”) for the year ended 31 December 2025, which
pertains to the same consolidated reporting entity and
reporting period as presented in the Group’s Consolidated
Financial Statements. It has been prepared in accordance with
the Australian Accounting Standards Board (AASB) S2 Climate-
related Disclosures and the requirements of the Corporations
Act 2001. This report should be read in conjunction with the
Group’s Consolidated Financial Statements.
All monetary amounts in this report are expressed in
Australian dollars, which is the presentation currency of the
Group’s Consolidated Financial Statements, and are rounded
to the nearest whole number of millions of dollars and one
place of decimals representing hundreds of thousands of
dollars, unless otherwise stated.
As this is the first year the Group has applied AASB S2, the
Group has elected not to disclose comparative information
in this report. However, the Group has voluntarily disclosed
comparative information for Scope 1, 2 and 3 greenhouse
gas
(GHG) emissions. The Group has also voluntarily
disclosed market-based Scope 2 GHG emissions and
Scope
3 GHG emissions in this report.
For the purposes of this report, the Group has considered
information to be material for disclosure if the Group
reasonably expects that primary users of this report, would
expect its disclosure, or where its omission, misstatement or
obscuration could reasonably be expected to influence the
decisions that primary users of the Group's general purpose
financial reports make on the basis of this report.
In applying AASB S2, the Directors are required to make
estimates and judgements regarding future events that may
have an impact on the Group’s operations. While these are
believed to be reasonable under the circumstances, actual
outcomes may differ.
The Group has early adopted the AASB S2025-1 Amendments
to Greenhouse Gas Emissions Disclosures, in accordance
with Section 336A(3) of the Corporations Act 2001. These
amendments provide jurisdictional relief for entities subject
to national regulatory emissions reporting frameworks
and align domestic requirements with recent amendments
issued by the International Sustainability Standards Board
(ISSB). In preparing its 2025 GHG inventory, the Group has
measured emissions in accordance with the GHG Protocol:
Corporate Accounting and Reporting Standard (2004) and,
as jurisdictionally appropriate, has applied emission factors
derived from the National Greenhouse and Energy Reporting
(Measurement) Determination 2008, consistent with the relief
available under AASB S2025-1. This methodology is permitted
under the early adoption provisions and reflects the Group’s
operational and regulatory reporting requirements.
GHG emission calculations are subject to inherent uncertainty
due to the use of estimations, industry average emission
factors and proxies used in lieu of direct measurement.
The
Group’s Scope 3 data inventory primarily relies on
spend-based and activity-based proxies and estimations.
This report was authorised for issue in accordance with
a resolution of the Directors on 19 February 2026.
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SUSTAINABILITY REPORT
VENTIA ANNUAL REPORT 2025
2. Governance
2.1 Board and management’s role in governance
The governance bodies responsible for overseeing climate-related risk and opportunities, and their responsibilities, are set out below.
The Board and Committees’ responsibilities are reflected in respective charters, which are reviewed annually. The Board delegates
day-to-day responsibility of executing strategy, including climate-related matters, to the Managing Director and Group CEO.
More information about the Board and its Committees can be found in the Directors' Report on pages 66-71 and the Corporate
Governance Statement on pages 104-108.
Board & Committees
The Board has ultimate oversight of the Group's strategic direction on sustainability, including the oversight of the Group's climate-related risks and
opportunities. It ensures that sustainability is integrated into the Group's corporate strategy. In particular, the Board considers how the Group's strategy,
performance objectives and risk management processes and policies are designed to respond to climate-related risks and opportunities.
The Board's oversight of climate-related risks and opportunities is supported by the Committees, and is detailed below. The Board is informed at least annually
about climate-related risks and opportunities. The Board approved the Group's climate-related target and plans for F Y25 in Februar y 2025, on recommendation
from the Safety & Sustainability Committee (SASC). In FY25, the Board considered no trade-offs associated with climate-related risks and opportunities in its
decision on major transactions.
Managing Director and Group CEO
Manages Ventia in accordance with the strategy, business plans and policies approved by the Board including ensuring resourcing for the governance and
implementation of climate strategy.
Climate Working Group
A cross-functional climate working group reports to the CGSC and is responsible for the operation of climate-related projects and activities including effective
execution of internal processes and controls. The Climate Working Group met 18 times in 2025.
Climate Governance Steering Committee (CGSC)
The CGSC was established in 2025 and comprises the following members
of the Group's Executive Leadership Team:
•
Gr
oup Executive, People, Safety & Sustainability
• Chief Financial Officer
• Group General Counsel
Responsibilities:
• oversight of identification of climate-related risks and opportunities
and assessment of their impact
• oversight of climate-related initiatives across the Group, including
strategies to respond to the Group's climate-related risk and opportunities
• review and endorsement of the Group's Climate Transition Action Plan
•
o
versight of the setting and measurement of climate-related metrics and
targets, and progress towards achieving those targets
The CGSC met 6 times in 2025 and provides quarterly updates to the SASC
on
sustainability-related matters.
Safety & Sustainability Committee (SASC)
Oversees workplace safety, health, environment
and sustainability (including climate) matters.
Responsibilities:
• reviewing and recommending to the Board
the Group's sustainability strategy, plans
and targets annually
•
o
verseeing processes for identification,
management and reporting of climate-
related risks and opportunities
•
r
eviewing and monitoring execution of
the Group's climate transition plan
•
monitoring of progress towards climate
targets quarterly
The SASC met four times in F Y25 and was informed
on climate related risks and opportunities
through discussion with management.
In addition, climate-related targets and plans
for F Y25 were discussed with management,
endorsed and recommended to the Board
in Februar y 2025 for approval. The SASC
discussed targets and transition planning
at
its December 2025 meeting.
Audit, Risk & Compliance Committee (ARCC)
Oversees corporate governance, financial
reporting, internal control structure, risk
management systems, internal and external
audit functions, and compliance with all
applicable laws and regulations.
Responsibilities:
• overseeing the Group's Risk and Opportunity
Management Framework, which covers
climate-related risk and opportunities
•
r
ecommending to the Board the appropriate
level of financial and non-financial risks
(including climate-related risks) that the
Group should be prepared to accept in
the execution of its strategic and business
objectives
•
r
ecommending to the Board the level of
assurance for climate-related disclosures
•
reviewing climate-related disclosures (A ASB S2)
and recommending for approval by the Board
The ARCC met four times in F Y25 and was
informed on enterprise risks and climate-
related disclosures.
People & Remuneration Committee (PRC)
Assists the Board in the effective discharge
of its responsibilities for people and
remuneration
matters.
Responsibilities:
• overseeing the Group's Remuneration
Framework
•
r
eviewing remuneration outcomes
applicable to the Managing Director and
Group CEO, Executive Leadership Team
and senior management through the
achievement of annual and long-term targets
(including climate
-r
elated
targets)
The PRC met five times in FY25. It approved
the targets for incentive plans in the Februar y
2025 meeting; and received updates on
performance against targets in the August
and December meetings.
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VENTIA ANNUAL REPORT 2025
CONTENTS
2.2 Controls and procedures
used by management to support
oversight of climate matters
The Board has endorsed a documented process to ensure the
Group has internal processes, plans and controls for preparing
climate-related information for the Sustainability Report.
The process details roles and responsibilities in relation to
activities, including scenario analysis, risk and opportunity
assessment, transition planning, assessment of
financial
impact and measurement of GHG emissions.
The Climate Governance Steering Committee (CGSC) was
established in Q1 2025 to provide governance oversight of
climate-related risks and opportunities and the Group’s
climate initiatives. The CGSC provides oversight of approved
processes, including the verification and management’s
review
of climate-related metrics and information.
The CGSC is supported by the Climate Working Group (CWG)
in fulfilling management’s responsibility to identify climate-
related risks and opportunities and monitor performance in
managing them. The CGSC receives quarterly updates from
the CWG, a cross-functional team with members from Finance,
Sustainability, Legal, Risk and Insurance, Strategy, Investor
Relations and Supply Chain. Controls and procedures, such
as those to identify and assess climate-related risks and
opportunities, and the review and endorsement by Group
Executives, are used to support these activities under the
Group’s Risk Management Framework outlined in Section 4.
Management has established controls and procedures
to ensure the accuracy and reliability of climate-related
information. These controls and procedures include:
•
r
egular review of management reporting provided to
governance bodies, including oversight of key climate-
related metrics, risks, opportunities and targets
• cross functional review of climate-related disclosure
by
the CWG, leveraging internal subject matter experts
•
r
eview of the measurement and estimation of GHG
emissions, to support monitoring progress towards
achieving targets
•
i
nternal review of financial impacts of climate-related
risks and opportunities to ensure these impacts are
accurately recorded.
2.3 Climate-related skills and experience
The Company’s Directors undertake a self-assessment of
their individual skills and experience annually. The Board
Skills Matrix is provided in Section 1 of the Corporate
Governance Statement on page 105, including identification
of seven Directors with skills and experience in sustainability
governance (including the identification and management
of climate-related risks and opportunities). The Board
Nominations Committee is responsible for ensuring that
the Board comprises Directors who collectively have the
skills, knowledge and experience needed to support the
Group to achieve its strategic objectives and fulfill its legal
and regulatory requirements, including sustainability and
climate
-related governance.
The SASC Charter requires members to have recent and
relevant skills and competencies to provide oversight of
sustainability matters, including strategies to respond to
climate-related risks and opportunities.
To stay current with climate oversight trends, all Directors
undertook the Australian Institute of Company Directors
Climate Governance online course in 2025. At the
August
2025 meeting of the SASC, an external climate
specialist provided a briefing on climate governance,
Board
roles and responsibilities, and an update on
current market practices as well as a discussion on
insights
taken from the course.
2.4 Remuneration
The PRC reviews the Group’s Remuneration Framework
and outcomes applicable to the Managing Director
and Group
CEO, Executive Leadership Team and senior
management to ensure they support the Group’s strategic
objectives and shareholder value creation over the long-
term, through the achievement of annual and long-term
targets. The
Remuneration Framework is underpinned by
short- and
long-term objectives that guide decisions and
behaviours of the Group’s senior leaders.
The Short-Term Incentive (STI) is approved annually by
the Board and focuses on the achievement of annual
goals to ensure the Group’s success into the future. All STI
participants are required to meet objectives in a scorecard,
including the
achievement of greenhouse gas emissions
reduction targets (measured in Scope 1 and 2 emissions
intensity, detailed in Section 5.1), which carries a 5%
weighting. The SASC oversees the setting and monitoring
of climate
-r
elated targets.
In 2025, 1.9% of the Group’s Key Management Personnel’s
total maximum remuneration opportunity was dependent
on
achieving climate-related objectives.
For further details on the Remuneration Framework,
refer
to Section 3 of the Remuneration Report on pages 81-82.
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3. Strategy
As an essential services provider supporting infrastructure
assets across Australia and New Zealand, the Group
recognises climate change as a long-term driver of its
strategy
and decision-making. The Group’s customers are
increasingly focused on adapting infrastructure to withstand
climate-related physical and transition risks. In response,
the Group is adapting its strategy to maximise potential
climate
-r
elated opportunities and manage climate-related
risks that may emerge.
The Group has considered the potential effects of
climate
-r
elated risks and opportunities throughout its
value
chain and business model, across all operations
delivered in Australia and New Zealand. The Group’s
value chain and business model includes its upstream
supply chain
of subcontractors, suppliers and distribution
together with its downstream customers and investors.
The identification and assessment of climate-related risks
and
opportunities were informed by scenario analysis
conducted in 2025, as set out below, which the Group also
used to assess its climate resilience (Section 3.3). Climate
resilience is defined as the capacity to adjust, adapt
and respond to climate-related changes, developments
or uncertainties. Climate resilience encompasses both
strategic resilience and operational resilience to climate-
related changes, developments and uncertainties, including
climate
-r
elated physical and transition outcomes. In the
process, the Group considered relevant cross-industry
information as an input to its corporate strategy, including
climate-related information from Sustainability Accounting
Standards Board industry-based guidance for engineering
and
construction, industry peers and parties within the
Group’s value chain (for example, climate disclosure from
its
customers and suppliers).
3.1 Climate scenario analysis
The Group has identified three plausible scenarios,
Fast Action, Base Case and Hotter World (each explained
in more detail below), relevant to its circumstances.
The scenarios are informed by recognised national and
international sources, ranging from governments and
non
-government organisations to cross-industry forums
and
cover a diverse range of climate-related transition
positions (such as regional and global climate-related
policymaking) and climate-related physical outcomes
(such as expected changes to weather patterns as a
result of climate change).
The Intergovernmental Panel on Climate Change (IPCC)
refers
to five ‘Shared Socio-economic Pathways’ (SSP1
to
SSP5) that were designed to span a range of challenges
to climate change mitigation and adaptation. For the
assessment of climate impacts, risk and adaptation,
the SSPs are used for future exposure, vulnerability
and challenges to adaptation.
The Group has adopted the IPCC intermediate SSP 2-4.5 3°C
scenario and temperature-aligned Network for Greening
the Financial System (NGFS) ‘Current Policies’ scenario as
its Base Case to reflect a trajectory consistent with currently
implemented global policy settings and emissions trends,
while considering the very low SSP 1-1.9 1.5°C and very high
SSP 5-8.5 >4°C extreme scenarios.
The Group considers how its strategy and business model
may be positively or negatively impacted by future transitional
and physical uncertainties across the short, medium and long
term, under each of the scenarios.
Information sources used to
inform climate scenarios
Relevant climate scenario sources include, but are not
limited to, the latest Intergovernmental Panel on Climate
Change Sixth Assessment Report (IPCC), the Network
for Greening the Financial System, the Department of
Climate Change, Energy and the Environment and Water
Australia (DCCEEW), the International Energy Agency
(IEA), Oxford Economics Australia economic reports
prepared for the Group, and the Australian Energy Market
Operator 2025 Gas Statement of Opportunities issued
by the Australian Energy Market Operator. Each source
has been used to inform the Group’s climate scenarios
and assumptions set out below, such as the physical
impacts of climate change in Australia (informed by
the Australian National Climate Risk Assessment 2025),
global adoption rates of electric vehicles (EVs) (informed
by IEA Global EV Outlook analysis), the proportion of
renewable generation and the 2030 Renewable Energy
Target (informed by the DCCEEW Renewable Energy
Transformation Agreements) and other customer and
industry macroeconomic trends (informed by customer
reporting, Oxford Economics Australia and other
industr y bulletins).
Time horizons (short, medium and long term) considered in
the scenario analysis are defined below:
Time horizonFinancial yearsRationale
Short2026–2028Alignment with the period
over which short-term
impacts are expected to arise
Medium2028–2035Alignment with the majority
of the Group’s longest
committed contract
durations
Long2035–2050Alignment with the useful
design life of customer assets
that the Group supports
and the Group’s long-term
emissions goals
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VENTIA ANNUAL REPORT 2025
CONTENTS
The details of the scenarios adopted and their relevancy to the Group are summarised below:
Fast Action 1.5 °C futureBase Case 3 °C futureHotter World >4 °C future
IPCC Shared Socio-
economic Pathway
(SSP) reference
• SSP 1-1.9• SSP 2-4.5• SSP 5-8.5
Scenario narratives
and assumptions
• Australia and New Zealand
maintain emissions policies
in the short term. Global
transition accelerates with
faster adoption of EVs and
charging infrastructure, along
with sustainable infrastructure
goals, considering whole-
of-life carbon impacts
from design to operations
and
maintenance
• over the medium to
long term, Australia and
New
Zealand may accelerate
emission
targets
•
a l
ower level of physical risk
(in terms of frequency and
severity of extreme weather
events) as compared to the
Base Case is expected
•
A
ustralia and New Zealand
maintain emissions policies
and programs, including
significant investments in
renewable energy, energy
efficiency, EV charging and
clean transportation, and
local governments have
established net zero and
climate resilience policies
•
g
lobal mean surface
temperatures are projected to
increase by 2.1–3.5 °C by 2100,
resulting in increasing severity
and frequency of extreme
weather events
•
Australia and New Zealand
maintain their current
climate policies, but the
global transition is delayed
and divergent. This leads to
reduced availability of lower-
carbon solutions, increasing
costs for both countries to
meet their climate targets
•
i
ncreasing frequency and
severity of extreme weather
events lead to reduced
insurance coverage for
physical risks
Relevance to
the Group
• The Group’s opportunities to
support the energy transition
are expected to accelerate
•
emission reduction policy
results in faster declines
in revenue from carbon-
intensive sectors and facilities
•
c
ustomers' targets indicate
they are likely to enact more
decarbonisation projects
•
customer disaster recovery
revenue is expected to
continue but remain flat
across all timeframes
•
severe physical impacts of
climate change are projected
to be avoided, meaning
the Group’s operational
disruptions would likely
remain intermittent
and
manageable
• anticipated steady growth
from energy transition
services as the renewable
build-out accelerates, with an
Australian renewable energy
target of 82% by 2030
•
customers' focus on proactive
and reactive adaptation
measures as physical
risks increase
•
governments put a stronger
focus on the resilience of
critical infrastructure
•
d
isaster recovery revenue is
expected to continue across
all timeframes
•
p
hysical risks to people (e.g.
heat stress) increase in the
2030s, requiring consideration
of seasonal safety controls in
some geographies
•
the build-out of renewable
infrastructure and customers’
climate transition projects
could be delayed, softening
medium-term opportunities
•
physical climate stresses in
this scenario may eventually
force reactive investment
in energy systems, such as
grid reinforcing and backup
generation, which the Group
can support
•
The Group’s services for
extreme event response and
adaptation become even
more critical
•
i
ncreased frequency
of physical disruptions
may adversely impact
productivity and personnel
safety when working within
hazardous
environments
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3.2 Climate-related risks and opportunities
The Group has identified climate-related risks and
opportunities through its Risk Management Framework (refer
to Section 4), engaging internal and external subject matter
experts to consider any potential effects to its business model
and value chain. The process included consideration of each
of
the above climate scenarios.
The Group has assumed the Base Case scenario reflects the
most likely short to medium-term climate scenario and has
adopted the Base Case to describe the anticipated effects
of each climate-related risk and opportunity together with
sensitivity to the Hotter World and Fast Action scenarios.
Under the Base Case scenario, the Group assessed the
potential effects of climate-related risks and opportunities
on
its future performance, including their current and
anticipated impacts (taking into account existing mitigation
measures) on its financial position, financial performance
and cash flows.
Unless otherwise stated, the current and anticipated
impacts to financial position, performance and cash
flows in this section have been quantified and disclosed
as ranges of the Group’s 2025 Underlying Earnings Before
Interest, Tax, Depreciation and Amortisation (Underlying
EBITDA)
1
defined below with reference to the Group’s Risk
Management Framework. Underlying EBITDA is considered
the
most appropriate metric for assessing financial impacts
given the nature of the Group’s operations. It is also the
primary metric used for internal management reporting
and
is linked to key financing covenants.
Impact rating
Percentage of
Underlying EBITDA
$ million of 2025
Underlying EBITDA
Negligible0%–0.5%0 to 2.7
Minor0. 5% –2%2.7 to 10.6
Moderate2%–4%10.6 to 21.3
Major4% –7%21.3 to 37.2
SubstantialAbove 7%Above 37.2
The identified climate-related risks and opportunities are
not expected to result in an adjustment with impact of
Moderate or above in 2026 to the carrying amount of assets
and liabilities as at 31 December 2025 as reported in the
Group’s Consolidated Financial Statements.
Certain estimates of anticipated impacts on the Group’s
financial position, financial performance and cash flows
involve a high degree of uncertainty, particularly over
the medium to long term, especially where outcomes
are heavily
influenced by factors such as future policy
developments, technology developments and patterns
of severe weather events. Where this uncertainty limits
the
reliability or usefulness of quantitative disclosures,
the Group provides qualitative explanations of the
anticipated
impacts.
1. The Underlying EBITDA has been derived from the statutory financial information by excluding the impact of the TSRC novation. Refer to Section 3 of the Operating and
Financial Review on page 55.
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3.2.1 Climate-related risks
Disruption risk from acute and chronic climate events (Physical Risk)
Description
The Group operates and maintains assets that are vulnerable to disruption, including roads,
communications networks and facilities, across Australia and New Zealand. More frequent and severe
climate events such as storms, heat stress, bushfires and droughts may limit access to sites and create
conditions unsuitable for employees and subcontractors to deliver services, resulting in lost revenue
and
increased operating costs.
Financial impactCurrent impact
The aggregate impact on the Group’s EBITDA, cash flow and net assets from acute and chronic weather
disruption in 2025 was Minor, mainly due to delays caused by severe weather events like Cyclone Alfred in
March 2025.
Anticipated impact under the Base Case scenario
Short term (2026–2028)
The Group has not historically suffered material impacts on its financial position, financial performance
and cash flows as a result of acute and chronic weather events. Over the short term, it expects the
frequency of manageable disruptions, including heatwaves and heavy rain, to increase gradually. The risk
to the Group remains stable within the terms of existing commercial arrangements across the majority of
its portfolio, which are contracts with Schedule of Rates or Cost Reimbursable profiles.
Based on the above, the Group anticipates Minor impact annually on EBITDA, cash flow and net assets
over the short term.
Medium term (2028–2035)
By the mid-2030s, both Australia’s National Climate Risk Assessment and New Zealand’s National Climate
Change Risk Assessment anticipate more frequent extreme weather events in Australia and New Zealand.
As such conditions become normalised, there is a potential for risk transfer from asset owners to service
providers, which the Group will consider as part of contract negotiations. In addition, climate hazards
pose a challenge to the Group’s ability to operate safely.
The Group anticipates a Minor impact annually on EBITDA, cash flow and net assets over the medium term.
Long term (2035–2050)
The Group expects a significant increase in frequency and severity of extreme weather events across
Australia and New Zealand in the long term. According to the Australian Climate Service, the number of
severe or extreme heatwave days is expected to increase by five days per annum by 2050
1
, increasing
stress on infrastructure. The Group anticipates potential financial impacts may increase further, but is
unable to quantify its exposure or provide a useful range due to significant uncertainty in commercial
terms (for example, the Group’s entitlement to cost and time relief due to extreme weather becoming
normalised). While weather events increase the demand for maintenance and repair work, they challenge
service delivery and increase operating costs if not proactively managed.
Sensitivity to
climate scenarios
Under the Fast Action (1.5°C) scenario, the frequency and severity of extreme weather events are
expected to be lower in the short to medium term. The Group's operational disruptions are expected
to
remain intermittent and manageable.
Under the Hotter World scenario (>4°C), increasing frequency and severity of natural disasters over the
medium to long term may impact productivity. Safety risks and the health and wellbeing of employees
and subcontractors need to be addressed, particularly where the Group’s climate exposure cannot
be avoided.
Effects on business
model, value
chain, strategy and
decision-making
As an essential services provider, the Group is expected to deliver reliably under adverse conditions,
including from those linked to acute and chronic climate events. Therefore, consideration of climate
resilience in decision-making remains essential to achieving the Group’s strategic goal of operational
excellence, delivery of services to our customers and ultimate ability for the Group to generate
appropriate
returns.
1. https://www.acs.gov.au/pages/hazard-insights
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Disruption risk from acute and chronic climate events (Physical Risk)
Current and
anticipated
adaptation and
mitigation efforts
Commercial arrangements: The Group intends to maintain a disciplined contracting approach to limit
its financial exposure to climate-related events.
Customer engagement: The Group routinely works with customers on emergency planning and risk
mitigation, aiming to incorporate climate resilience into its services to address needs related to extreme
weather events where appropriate.
Enhance weather planning and early warning: The Group is improving operational planning to consider
changing weather patterns. For example, in collaboration with its customers, the Group has used climate
data to schedule works outside peak bushfire seasons or to relocate equipment ahead of forecasted
floods where possible. Warning systems and site-specific weather triggers will help protect people and
assets pre-emptively.
Supply chain readiness: The Group will continue to engage proactively with its subcontractor partners
to enable ongoing availability of resourcing, including during disaster recovery periods. (Refer to Supply
chain disruption risk below).
Business continuity and safety management: The Group is reviewing its work locations and
infrastructure to identify potential mitigation measures for longer-term physical vulnerabilities. Through
its safety management systems and processes, it aims to continue monitoring the safety and wellbeing of
employees, especially during severe events, and to continually assess and implement measures to reduce
risks arising from climate-related hazards such as heat stress in high-risk geographies.
Transitioning in step with climate policies and market expectations (Transition Risk)
Description
As the economy transitions to net zero emissions, the Group will need to adapt to evolving climate policy
and market expectations. This risk considers the potential business impact if the Group fails to adapt to
these external changes. For example, increasing climate policies and regulations could reduce activity in
carbon-intensive sectors and facilities where the Group has a presence.
Similarly, some of the Group’s customers require their service providers to have strong climate
credentials. The Group may not win new contracts or retain customers if it does not meet rising
sustainability standards.
Financial impactCurrent impact
The Group provides a range of services for customers in fossil-fuel-related industries, including energy
producers and utilities that extract, process, generate, and retail energy derived from coal, oil, and
natural gas. While the volume of work may naturally fluctuate over the contract terms, the Group has
not identified any current impact greater than Negligible on the Group’s EBITDA, cash flow and net assets
caused by climate transition risk in FY25.
Anticipated impact under the Base Case scenario
Short term (2026–2028)
The Group has not historically suffered material impacts to its financial position, financial performance
and cash flow as a result of climate policy, regulation or climate-related customer requirements, given
its diversified customer base and industries. In the short term, it expects Australia and New Zealand to
tighten climate policies, for example; procurement rules on emissions limits and facility limits through
the Safeguard Mechanism
1
, while also recognising the International Energy Agency (IEA) gas analysis and
forecast 2025
2
anticipates global gas to remain part of the energy mix, with global gas demand growth of
9% by 2030, largely driven by Australian export markets in Asia.
The Group’s climate transition plan has been prepared to be in step with expected climate policy and
customer requirements, and therefore the Group does not expect significant short-term regulatory
changes to have the potential to materially impact its business activities.
Based on the above, the Group anticipates the impact annually on the Group’s EBITDA, cash flow and net
assets to be Negligible over the short term.
1. The Safeguard Mechanism is the Australian Government’s policy for reducing emissions at Australia’s largest industrial facilities and currently applies to industrial
facilities emitting more than 100,000 tonnes of carbon dioxide equivalent (CO
2
-e) per year.
2.
h
ttps://www.iea.org/reports/gas-2025
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Transitioning in step with climate policies and market expectations (Transition Risk)
Financial impact
Medium term (2028–2035)
The Group anticipates that by the early 2030s, cumulative policy actions, such as Australia and New
Zealand’s emissions targets, may lead to aggressive emissions targets for public infrastructure and
increased climate-related contractual obligations, which could start to reshape some markets. The Group
may see components of our portfolio contract, including the fossil fuel-related services that are affected.
As a result, the Group anticipates the impact annually on the Group’s EBITDA, cash flow and net assets to
be Minor over the medium term.
The Group’s strategy includes growth in markets that are expected to expand during the transition, such
as renewables, energy infrastructure, and environmental services, which present an opportunity (refer to
Section 3.2.2).
Long term (2035–2050)
By 2050, the transition risk is expected to increase as Australia and New Zealand work towards net zero
emissions. If achieved, certain traditional industries serviced by the Group will largely be phased out, such
as fossil-fuel-related services. While the Group is unable to quantify the impact of this risk on its EBITDA,
cash flow and net assets to a useful range due to significant uncertainty, fossil-fuel-related services
represent 8% of the Group’s FY25 Underlying EBITDA, and the contribution is not anticipated to increase
given the growth in other service offerings such as energy and renewables services.
The Group aims to mitigate the potential impacts of the risk through its transition planning, including
the intention to participate in the government led transition plans to net zero in the Australian
1
and
New Zealand
2
economies. While the landscape in 2040–2050 will be different, the Group aims to realise
opportunities in essential services for new infrastructure (such as renewable electricity generation
projects, hydrogen facilities and environmental services in support of decommissioning of legacy fossil
fuel facilities).
Sensitivity to
climate scenarios
Under the Fast Action (1.5°C) scenario, there could be abrupt changes in policy and market preferences
by the 2030s. For example, this could result in faster declines in carbon-intensive sectors and facilities
or aggressive emission reduction requirements from our customers. Under this scenario, there are
opportunities, including investment in transition infrastructure, which the Group can leverage. Overall,
under this scenario, the Group views transition risk as balanced by transition opportunity.
Under the Hotter World scenario (>4°C), by the 2030s, the Group may face less urgency to transition away
from carbon-intensive sectors and facilities work with slower rollout of customer transition requirements,
reducing the risk of diminishing work volume in this sector. However, this scenario may subsequently lead
to a disorderly transition, one that is sudden and uncoordinated. This could manifest as more reactive
market shifts in the 2040 timeframe; for example, rapid loss of social licence for certain projects, or
expensive carbon tariffs.
Effects on business
model, value
chain, strategy and
decision-making
The Group’s strategy sets out its growth ambitions, with a focus on sectors and services expected to
remain resilient and essential in a lower-carbon, climate-changed future, such as energy networks and
renewables. In maintaining alignment with increasing customer requirements, the Group’s climate
transition plan incorporates science-based targets validated by the Science Based Targets initiative
(SBTi)
3
for emissions reduction by 2030.
Climate-related risk and opportunity considerations have been incorporated into the Group’s strategic
activity filter. This means when the Group is pursuing new initiatives, it is informed of the alignment with
long
-t
erm sustainability goals and the risk of future climate-related changes.
1. https://www.dcceew.gov.au/climate-change/emissions-reduction/net-zero#toc_1
2. https://environment.govt.nz/publications/new-zealands-second-emissions-reduction-plan/
3.
The Science Based Targets initiative (SBTi) is a voluntar y corporate climate initiative that delivers target validation ser vices. SBTi checks that businesses’ emissions-
reduction targets are aligned with the most recent criteria and standards developed by the SBTi. This process is called ‘validation’.
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Transitioning in step with climate policies and market expectations (Transition Risk)
Current and
anticipated
adaptation and
mitigation efforts
Alignment with climate policy trajectories: The Group actively monitors government policy
developments, industry roadmaps (for example, the International Energy Agency scenarios and national
energy market forecasts), and its key customers’ climate strategies. Potential policy changes are treated
as a strategic factor in deciding which markets to focus on.
Decarbonising operations: The Group has a climate transition plan that outlines its emission reduction
plan and alignment with climate policy. Executing the transition plan to reduce the Group’s direct
and indirect emissions helps to mitigate risk by enabling compliance with emerging regulations and
demonstrating alignment with customers’ climate goals.
Maintain a diversified portfolio: The Group operates across various industries, which reduces reliance
on any single segment that could be adversely affected by transition risks.
Supply chain disruption (Physical and Transition Risk)
Description
Climate change can affect the Group’s supply chain and input costs in two major ways:
(1)
Physical disruptions – extreme weather events, including floods, cyclones and bushfires, damage
supplier facilities or transport routes, causing labour shortages or delays in material shipment
(2)
Transition impacts – policies like emission targets, or market shifts such as increased demand for
lower-carbon materials, may drive up the prices of certain goods and services, such as fuel, cement
and steel.
Financial impactCurrent impact
The impact on the Group’s EBITDA, cash flow and net assets from climate-related supply chain disruption
in 2025 was Negligible. The Group directly procures limited quantities of carbon-intensive products
(such as cement, steel and aluminium) and typically manages price increases and delays through
commercial
arrangements.
Anticipated impact under the Base Case scenario
Short term (2026–2028)
The Group has not historically suffered material impacts to its financial position, financial performance
and cash flow from supply chain disruptions. The Group anticipates this trend will continue over the short
term and expects a Negligible impact on its EBITDA, cash flow and net assets annually, given continuing
commercial arrangements and stable climate policy in both Australia and New Zealand.
Medium term (2028–2035)
The Group anticipates supply chain risk to increase slightly as climate policies may impact the
availability of some carbon-intensive products such as cement, steel and bitumen, with the potential
for customers to increase supply chain management responsibilities under commercial terms. There
may be more frequent disruptions to global supply networks – for example, multiple extreme events
in a year affecting
domestic production of construction materials or causing global logistical delays
in
international shipping and port operations.
The Group anticipates Negligible impact annually on its EBITDA, cash flow and net assets over the
medium term, as the Group is a services business with less reliance on the procurement of major
products and materials.
Long term (2035–2050)
By 2050, climate change could significantly reshape supply chains with the expected reduction of
carbon-i
ntensive supply chains. Legacy assets become more challenging to maintain without substitution
for lower-carbon alternatives, which are increasingly exposed to high global demand and price increases.
The increasing frequency of global natural disasters could cause more persistent supply interruptions.
The Group is unable to quantify its exposure or the likely long-term financial impacts to a useful range
due
to uncertainties in the supply chain and future contract terms.
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Supply chain disruption (Physical and Transition Risk)
Sensitivity to
climate scenarios
Under the Fast Action (1.5°C) scenario, the physical risk to supply chains is less acute with fewer
catastrophic events, but the transition risk component is more pronounced. Suppliers would be subject
to stricter climate regulations and likely pass some costs onto buyers. However, the Group’s material
procurement contributed to 8% of its total expense in 2025 (refer to Note 2.3 to the Consolidated Financial
Statements), and its inventory balance was 1.5% of its total assets at 31 December 2025, thereby reducing
its exposure to transition-related impacts in its supply chain.
Under the Hotter World scenario (>4°C), physical disruptions are expected to significantly impact the local
subcontractor base and the global supply chain, as transport routes are disrupted, particularly at global
shipping ports and regional roads. Over time, repeated disruptions could increase base commodity
prices
and volatility premiums, raising the costs for the Group to fulfil its contract obligations.
Effects on business
model, value
chain, strategy and
decision-making
Supply chain resilience is integral to the Group’s ability to deliver on its strategy and contracts.
To facilitate this resilience, the Group has a central supply chain team that focuses on standardising
procurement, leveraging scale, and embedding risk considerations, including climate-related
risks. The
Group will continue to manage this risk as part of our support for customers and to
avoid
unexpected costs.
Current and
anticipated
adaptation and
mitigation efforts
Diversify and localise our supplier base: The Group aims to reduce geographic concentration risk by
procuring from and where possible partnering with national service providers that are geographically
diversified, thereby improving equipment availability. For example, in 2025, the Group executed
a multiyear strategic partnership with Coates, allowing it to access emergency equipment hire
across
Australia.
Contractual indexing and pass-through mechanisms: The Group has sought to negotiate commercial
arrangements to reduce its exposure to supply chain disruption. For example, road surfacing contracts
are typically indexed to bitumen price indices, reducing the Group’s exposure to supply chain
price
fluctuations.
Innovate with alternative materials: The Group works with suppliers to implement lower-carbon
alternative materials, such as high-recycled-content asphalt mixes.
Supplier engagement on resilience: Engaging a subset of suppliers to support resilience may include
considering their business continuity plans. Supplier forums can be utilised to identify, communicate,
assess and collaborate to mitigate supplier-borne climate-related risks and opportunities that may have
an material impact the Group.
3.2.2 Climate-related opportunities
Supporting energy transition build-out, operations and maintenance
Description
The shift toward renewable energy and electrification in Australia and New Zealand brings new
opportunities to support clients in the energy transition, including upgrades to electricity transmission
networks, renewable generation infrastructure and the integration of new technologies.
The Group’s asset management, operation and maintenance services are well-positioned to support
energy transition-related infrastructure investments across Australia and New Zealand, leveraging
existing long
-standing infrastructure partnerships and operating expertise within both countries.
Financial impactCurrent impact
In 2025, the Group expanded its work on energy transition projects, including supporting grid
transmission and distribution works for solar generation, resulting in a Moderate EBITDA growth from
these energy and renewables services reported under the Infrastructure Services operating segment.
On 1 July 2025, the Group acquired PowerNet Holding Company Pty Ltd
1
(PowerNet), an electrical services
business specialising in the design, build and installation of substations and complex high-voltage
electrical projects. The cash consideration, net of cash acquired, was $18.8 million. The acquisition
resulted in recognition of goodwill of $11.6 million and intangible assets of $8.1 million. This acquisition
enables the Group to expand its capabilities in high
-voltage and substation services, supporting growth
in
transmission, distribution and renewable infrastructure projects.
1. Refer to Note 5.1 to the Consolidated Financial Statements on page 153 for further details of PowerNet acquisition.
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Supporting energy transition build-out, operations and maintenance
Financial impactAnticipated impact under the Base Case scenario
Short term (2026–2028)
The Group anticipates steady revenue growth from energy transition services, including the renewable
build-out required to meet the Australian 82% National Electricity Market renewable target by 2030.
Meeting this target will require a significant uplift in the pace of transmission and distribution rollouts
across the Australian economy, with acceleration needed across solar, wind and storage. Oxford
Economics Australia estimates the addressable market for transmission and distribution maintenance
is forecast to grow at 4.9% CAGR FY25–FY29, with the addressable electrical generation maintenance
market expected to grow by 11.3% between FY25 and FY29. The Group expects annual growth in EBITDA
from energy and renewables services to be at least in line with the addressable markets over the short
term. Based on this trajectory, the annual impact on the Group’s EBITDA, net assets and cash flow is
expected to be Minor.
Medium term (2028–2035)
Under the backdrop of anticipated stable climate policy and the Australian and New Zealand emissions
reduction targets, investment in lower-carbon energy infrastructure is expected to scale up significantly
in this period. The Group anticipates an uplift in opportunities; for example, large-scale transmission line
upgrades and new energy asset maintenance contracts could drive revenue growth by the early 2030s.
The Group expects annual EBITDA growth in these energy and renewables services in line with the 2035
Australian emissions reduction target and the associated energy and renewable demand. Based on this
trajectory, the annual impact on the Group’s EBITDA, net assets and cash flow is expected to be Minor.
Long term (2035–2050)
As Australia and New Zealand approach their 2050 net zero goals, the Group expects sustained
demand for services in renewable energy, energy storage, hydrogen, and network resilience. While
the energy transition could become a major growth driver for the Group’s EBITDA, cash flows and
net assets, the Group was unable to quantify financial impacts due to uncertainty of contract values
and delivery model over the long term, in addition to uncertainties in long-term government policy
and evolving technological developments such as changing battery chemistry and the pace of data
centre
development.
Sensitivity to
climate scenarios
Under the Fast Action (1.5°C) scenario, government and industry actions on climate change are ambitious.
The Group anticipates that the accelerated rollout of renewables would strengthen the Group’s energy
transition opportunities in the medium term.
Under the Hotter World (>4°C) scenario, the build-out of renewable infrastructure could be delayed,
softening medium-term opportunities. Physical climate stresses, such as extreme heat in this scenario,
may eventually force reactive investments in energy systems (grid reinforcing, backup generation) which
the Group could support.
Effects on business
model, value
chain, strategy and
decision-making
The Group’s corporate strategy identifies energy and renewables services as a core growth pillar. As part
of its 2025–2030 growth ambition, the Group is investing in delivery capacity through targeted hiring,
partnerships and capital allocation. This includes building skills in transmission and distributed energy
and expanding business development capability.
Current and
anticipated
adaptation and
mitigation efforts
Invest in capabilities for new energy markets: Continue to build in-house expertise in high-growth
areas like power transmission, distributed energy and renewable asset maintenance.
Expand service offerings: Increase capability to support customers in planning and executing end-to-
end transition projects. Leverage the Group’s cross-organisational enterprise expertise across defence,
telecommunications and electricity network operation and maintenance and renewables to support
cost-effective opportunities for our customers.
Supporting our customers in decarbonisation, climate adaptation and response to extreme weather events
Description
The Group’s customers are facing several climate change challenges, from decarbonising their operations
to adapting their infrastructure to more extreme weather. The demand for recovery work following an
extreme weather event is higher as these events become more frequent. Australia’s National Climate
Risk Assessment underpins the need for infrastructure adaptation measures to mitigate increasing
climate risks. This presents an opportunity for the Group to support our customers with our offering
in
maintenance services and minor capital work.
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Supporting our customers in decarbonisation, climate adaptation and response to extreme weather events
Financial impactCurrent Impact
In 2025, the Group performed recovery work in response to weather events for clients across all sectors.
Examples include repair of networks and roads, and restoration of power and communication.
The Group realised a Minor improvement of the Group’s EBITDA, cash flow and net assets from additional
climate-related adaptation and disaster response work.
Anticipated impact under the Base Case scenario
Short term (2026–2028)
Customers, especially governments and utilities, are expected to increase investment in proactive
resilience, which presents an opportunity for the Group to secure further revenue associated with
hardening critical infrastructure, developing emergency response plans, sustainability consulting and
reactive recovery work. Over the short term, the Group continues to expect Minor impacts on EBITDA,
cash
flow, and net assets from these works.
Medium term (2028–2035)
It is anticipated that climate adaptation needs are likely to intensify. Customers may undertake larger
retrofit and upgrade programs. The Group anticipates revenue growth from both proactive adaptation
services (for example, resurfacing transport networks with flood-resilient pavement materials and
relocating at-risk infrastructure) and reactive recovery services. Over the medium term, the Group
continues to expect Minor EBITDA, cash flow and net assets impact from these works.
Long term (2035–2050)
The long-term outlook carries significant uncertainty but generally signals expanding opportunity.
For example, in Australia, the Australian Climate Service (ACS) 3 degree scenario projects that by 2050,
maximum daily rainfall run-off will vary substantially from current conditions, and the number of severe
or
extreme heat days is expected to increase by 14 from current levels
1
.
While the expected increase in frequency and severity of extreme weather events could be a major growth
driver for the Group’s EBITDA, cash flows and net assets, the Group was unable to quantify financial
impacts due to uncertainty regarding the timing, frequency and severity of such events, and the potential
change in commercial models on recovery services over the long term.
Sensitivity to
climate scenarios
Under the Fast Action (1.5°C) scenario, customers are likely to undertake additional preventive measures
and decarbonisation projects in the short to medium term to meet policy requirements and stakeholder
expectations, which is expected to generate Minor to Moderate growth in the Group’s EBITDA. Disaster
recovery revenue is expected to increase towards 2050 as maximum daily runoffs (and related flood events)
are projected by ACS 1.5 degree scenario to vary between -39% to +47% from current levels.
Under the Hotter World scenario (>4°C), services for extreme weather event response and adaptation
become even more critical. While the ACS has not quantified a 4 degree scenario, extrapolation from the
trends in maximum daily run offs and severe/extreme heat days towards 2050 indicate worsening physical
outcomes. With higher demand for disaster recovery in the long term, assuming commercial mechanisms
remain unchanged the Group anticipates a higher growth in revenue associated with these works
compared to the Base Case. At the same time, customers may delay climate transition projects, so the
Group’s climate-related revenue mix would shift more toward adaptation and recovery.
Effects on business
model, value
chain, strategy and
decision-making
As an essential service provider, helping customers transition and adapt to climate change is central to
growing the Group’s core service offerings. This opportunity aligns with the Group’s strategy to deepen
customer relationships by expanding the value-added services it provides.
Current and
anticipated
adaptation and
mitigation efforts
Collaborate closely with our customers: Proactively engage with customers to identify, propose and
offer solutions to facilitate resilience to the impact of climate change and the transition to a lower-carbon
economy, by leveraging our understanding of customers’ needs and long-term relationships.
Leverage Ventia’s Operations Centre (VOC) for emergencies: VOC is a 24/7 Operations Centre that
coordinates its field teams. The VOC’s capabilities have been enhanced to mobilise rapid responses to
climate-related emergencies (such as floods, heatwaves and bushfires) across different service lines (for
example, telecommunications technicians, road crews and electrical specialists) under a unified command
to support customers and communities.
1. https://www.acs.gov.au/pages/hazard-insights
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3.3 Climate resilience
The Group has assessed the resilience of its strategy and
business model to climate change, taking into consideration
identified climate-related risks and opportunities under
different climate scenarios. The Group’s quantitative scenario
analysis indicates both positive and negative impacts under
Fast Action and Hotter World. In assessing resilience, the
Group assessed climate scenarios using existing 2025-2029
strategy and forecasting models, informed by internal
and external market insights. The Group determined that
detailed quantitative forecasting data beyond 2029 was not
sufficiently accurate to reliably inform its resilience position.
As a result, the Group’s quantitative scenario analysis has
been limited to 2026–2029. Beyond 2029, the Group has
considered anticipated qualitative impacts associated with
transition and
physical components within its scenarios,
and climate-related risks and opportunities, including
potential implications to its corporate strategy.
Based on the Group’s assessment, the following service
offerings reported under the Infrastructure Services
operating segment (refer to Note 2.3 to the Consolidated
Financial Statements) are most affected by the
identified climate-related risks and opportunities over
2026
-2030, specifically: transitioning in step with climate
policies and market expectations (Transition Risk); and
supporting energy transition build-out, operations and
maintenance
(Opportunity).
Services Scope
2025 revenue
($million)
Energy and
renewables
services
Operation, maintenance, and
build-out of energy networks
and renewable assets
3 87.4
Fossil fuel-
related
services
Operation and maintenance,
drilling and well servicing
for customers in fossil-fuel-
related industries, including
energy producers and
utilities that extract, process,
generate, and retail energy
derived from coal, oil, and
natural gas
321.5
In 2025, energy and renewables services contributed
$387.4 million or 6% of the Group’s revenue as compared
to the contribution from fossil fuel-related services of
$321.5 million or 5%. Under the Base Case, in the short to
medium term, Oxford Economics Australia anticipates the
addressable market for energy and renewables services will
grow to $18.22 billion by 2029, and for fossil fuels, resources
and industrial-related services to $12.19 billion (refer to
Section 3.2.2 for further addressable market insight). Under
the Fast Action scenario, the Group anticipates that the
growth of its energy and renewables services will outweigh
the potential revenue reduction in fossil-fuel-related services,
as it does not anticipate demand to substantially reduce prior
to 2029, providing an overall positive net financial impact.
Under the Hotter World scenario, the Group anticipates a
delay in transition to renewables, which would result in stable
performance of fossil-fuel-related services, and tempered
growth in energy and renewable services due to long-term
demand for transmission and distribution.
The Group has determined its exposure to potential climate-
related physical impacts, specifically: disruption risk from
acute and chronic climate events (Physical Risk); and supply
chain disruption (Physical and Transition Risk), to be not
material, as the Group has sought to minimise its exposure
to physical risks through contractual provisions, such as the
performance of disaster recovery work under negotiated
contract variations and entitlement to time and cost relief
during force majeure extreme weather events. Consequently,
the Group anticipates the residual impact will be offset
through disaster recovery work across Australia and New
Zealand. Additionally, the Group maintains limited physical
exposure to assets as only 2% of its total assets are assessed
to be vulnerable to physical climate risks (refer to Section 5.2).
Overall, the Group anticipates its business will remain resilient
to climate-related risks and opportunities over 2026–2029,
given its industry diversification and its provision of proactive
and reactive climate-related services. In addition, the Group’s
business model and strategy are considered adaptable across
assessed scenarios, supported by balance sheet strength and
$400 million of undrawn facilities as at 31 December 2025.
The Group’s resilience assessment was performed based on
underlying assumptions of each climate scenario (set out in
Section 3.1). While the outcomes of the assessment reflect
current understanding it is acknowledged that there could be
unknown risks and uncertainties that could cause outcomes
to differ.
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3.4 Climate transition plan
The Group aims to support business growth and resilience through decarbonisation of its operations. The Group’s climate
transition plan establishes an approach for it to achieve its goals and targets, incorporating emissions reduction targets aligned
with climate science as validated by the SBTi in 2024. The Group’s 2030 SBTi emissions reduction target is informed by the 1.5°C
goal of the Paris Agreement, and the Group’s net zero ambition is informed by the less than 2°C goal of the Paris Agreement.
The
Group’s climate transition plan distinguishes between targets that are supported by specific planned actions and ambitions
that represent defined goals requiring additional planning and evaluation of implementation measures.
The climate transition plan focuses efforts on two key pillars – building resilience within the Group’s core business and its ambition
for decarbonisation of its own operations.
Building resilience within the core business
The focus of our plan What we are doingStatus
Expand capability and work
in energy and renewables as
a core growth pillar as part
of the Group’s 2025–2029
strategy. In support of this
growth ambition, invest in
building skills and capacity
in these areas, including
allocating resources and
capital
expenditure.
The Group acquired PowerNet on 1 July 2025, supporting strategic positioning and
regional capabilities in Southeast Australia.
In 2025, revenue from energy and renewables services was $387.4 million, up 32% on 2024.
The Group has plans to develop a Strategic Capability Plan for Energy (including
Renewables) in 2026. The Strategic Capability Plan to be implemented between 2026–
2028 will outline the people, skills, structures and enabling systems required to support
sustainable growth in these areas, assisting to align workforce capability with future
market opportunities, operational needs and the Group’s long-term strategy.
Maintain a diversified portfolio.
The Group operates across
various industries and
geographies in Australia and
New Zealand, reducing reliance
on any single segment that
could be adversely affected
by
transition risks.
The Group’s strategy focuses on improving and growing its core business, while
exploring close-to-core opportunities that align with its strengths and risk appetite.
Opportunities have been identified to evolve its enterprise-wide platform and build
further momentum through cross-sell advantages. The size of the Group’s addressable
market, supported by strong industry tailwinds in energy and renewables, reinforces
its ambition to grow its core business. The strategy identifies opportunities across all
existing sectors, with no anticipated increase in exposure to transition risk-concentrated
segments. The Group seeks to maintain a diversified portfolio that is well-balanced
across geographies and industries in Australia and New Zealand.
Key
In progress
StartingStable
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Building resilience within the core business
The focus of our plan What we are doingStatus
Embed climate considerations
in business processes and tools
to support management of
climate risks and opportunities
and enable delivery of
emissions reduction plans.
A Strategic Activity Filter for business decisions was introduced in September 2025
with
integrated climate risk and opportunity considerations. The Strategic Activity Filter
can be used by Management when the Group is pursuing a new initiatives. It is used to
inform alignment of sustainability goals and the risk of future climate-related changes.
In 2025, the Group became a partner of the Supply Chain Sustainability School in
Australia, ahead of the relaunch of the platform in February 2026. The School will
provide learning materials on sustainability topics, including energy, carbon and
climate
adaptation.
Ambition for decarbonisation in our operations
The focus of our plan
1
What we are doingStatus
By 2030, achieve a 42% absolute
gross emission reduction target
for Scope 1 and Scope 2 GHG
emissions (market-based) from
a 2021 base year.
On track to achieve target – 22.4% reduction achieved to date.
Emissions pathway will be delivered through initiatives across fleet, corporate
properties and operations, with measured progress delivered in 2025 (see below).
By 2030, ambition to achieve a
51% reduction in Scope 3 GHG
emissions intensity (GEVA)
2
from Purchased Goods and
Services from a 2021 base year.
Tracking behind, with Scope 3 emissions increasing from 2021 to 2025 due to the spend-
based measurement method correlating to the Group’s revenue growth. Improvements
to Scope 3 inventory data were implemented in 2025, including enhanced visibility of
material emissions within the Group’s supply chain, a review and update of emissions
factors and spend classifications.
An indicative Scope 3 emissions reduction pathway was mapped, incorporating focused
initiatives and improved measurement to support progress toward the 2030 goal. The
goal was retained; however, significant additional work is required, and there remains a
risk that it may not be achieved in the preferred time horizon.
By 2050, ambition to achieve
a 90% absolute gross GHG
emissions reduction and net
zero emissions for Scope 1, 2
and 3 GHG emissions.
The Group’s ambition to achieve net zero is supported by its plan to achieve reductions
in Scope 1, 2 and 3 emissions by 2030.
The energy transition is anticipated to provide a potential lever to decarbonise the
services sector, alongside industry targets and facility emissions limits aligned with
Australia’s 2035 emissions target.
3
More robust planning is required to define the Group’s
net zero pathway.
Key
In progress
StartingStable
1. Refer to Section 5.3 for further details on the Group’s Scope 1 and 2 metrics, target and goals.
2. Details on calculation and measurement of Scope 3 intensity (GEVA) are set out in Section 5.1.
3.
These levers are informed by the Australian Sector Emissions Reduction Plans together with National Vehicle Emissions Standards and other government policy measures.
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Scope 1 and 2 emissions reduction plans
Key enablers of the Group’s plans to decarbonise its operations are the identified initiatives to reduce direct emissions sources
(Scope 1) and indirect purchased energy (Scope 2).
In 2025, the Group achieved a reduction of its Scope 1 and 2 emissions (market-based) of 11,306 tCO
2
-e or 22.4% from its 2021
baseline of 50,531 tCO
2
-e. Scope 1 emissions represent over 93% of the Group’s combined Scope 1 and 2 emissions.
The Group’s actions in reducing its Scope 1 and 2 emissions include:
Scope 1 and 2 emissions
Emissions
Source
Progress 2021–2025
(Baseline Year: 2021)
Planned 2026–2030
(Target Year)
Potential 2030–2050
(Net
Zero Ambition Year)
Mobile Plant
and Equipment
(combusted fuel
in our transport
vehicles,
excluding
aviation fuel)
Reduced emissions by 11,255 tCO
2
-e or 29%
• retired 1,278 aged light vehicles
1
• 13.0% EV or hybrid light vehicles
•
i
mplemented efficiencies through idling
reduction and driver behavioural training
•
commenced installation of EV charging
infrastructure at select office and depot
locations
Near-term emissions reduction plan:
• retire a further 100–500 vehicles
•
m
odernise fleet to achieve fit-for-
purpose, low emissions vehicle mix
by
2030
•
p
ilot low emissions technologies
Net zero levers:
•
l
ower emissions fleet
through technologies,
including electric and
alternative fuels
•
t
ransition heavy vehicles
and equipment to an
alternative energy source
•
residual emissions offset
Stationar y Plant
(combusted fuels
in stationar y
generators and
other stationar y
infrastructure or
facilities)
Increased emissions by 3,810 tCO
2
-e or 86%
due to increasing business activity
•
generator emissions reductions, such as
adoption of Tier 4 generator emissions
standards and renewably powered batter y
energy storage solutions
•
introduction of hybrid generators and
equipment into operations
Near-term emissions reduction plan:
•
s
trategic partnership with suppliers
to deliver low-carbon equipment
replacement options
•
p
ilot introduction of hydrotreated
vegetable oil diesel alternative
•
electrification of property and facilities
Net zero levers:
• lower-carbon fuel sources
•
g
rid interconnection
where practical
•
residual emissions offset
Purchased
Energy (e.g.
purchased
electricity)
Reduced emissions by 3,758 tCO
2
-e or 59%
•
o
n-site solar consumption of 891,787kWh
since 2021
•
3
1.2% renewable electricity in 2025 from
on-site solar consumption and purchased
renewable electricity
2
• e nergy efficiency improvements in
some facilities
Near-term emissions reduction plan:
• reduce energy consumption across offices
and depots, including through improved
efficiency standards in new leases
•
remaining electricity to be 100%
renewable by 2030 through on-site solar
generation and Greenpower procurement
Net zero levers:
•
100% renewable
electricity, through
the use of on-site
solar generation and
Greenpower procurement
1. Aged vehicles are defined as vehicles greater than 5 years older than their manufacturing year. The total number of light vehicles in the Group’s light vehicle fleet has
increased from 3,748 as at 31 December 2021 to 3,976 as at 31 December 2025.
2. Purchased renewable electricity is made up of accredited Greenpower and LGCs surrendered by lessors at the Group’s leased facilities.
3. 2030 and 2050 values and outcomes are estimates based on planned activities and based on current knowledge and subject to assumptions and contingencies detailed
below in Assumptions and Dependencies.
Notes: Based on current progress and assuming the increasing availability of lower-carbon technologies, the Group expects to
remain on track to achieve its 2030 Scope 1 and 2 target.
Indicative Path to Net Zero – Scope 1 and 2
0
10,000
20,000
30,000
40,000
50,000
60,000
2050203020252024202320222021
tCO
2
-e
Towards 42% absolute
gross reduction from
a 2021 baseline
Towards 90%
absolute gross
reduction from a
2021 baseline
+ Residual
Offset
39,729
4,441
6,361
30,055
8,885
5,153
30,690
10,094
4,104
29,942
6,310
3,520
28,371
8,251
2,603
24,888
Scope 1 Transportation fuels (incl. aviation fuel)
Scope 1 (Stationary fuels)
Scope 2 (Electricity, market-based)Offsetting residual
4,420
33
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Scope 3 GHG emissions reduction plan
Information on Scope 3 is voluntarily provided and includes estimated GHG emissions using emissions factors that are subject
to inherent uncertainty and may change. Pathways are subject to significant uncertainty and reliance on third parties and
government climate policy. Assumptions and dependencies for Scope 3 are identified below and in Section 5.
The Group’s Scope 3 emissions consist of eight GHG categories (refer to Section 5.1), with Purchased Goods and Services (Category 1)
representing over 80% of its total Scope 1, 2 and 3 inventory for 2025. The Group has set an ambition to achieve a 51% reduction in its
Scope 3 intensity (GEVA) by 2030 (as defined in Section 5.1). To achieve its 2030 ambition, the Group is exploring opportunities with
customers and suppliers for viable initiatives and pathways. The Group’s key focus for Scope 3 includes:
Scope 3 Emissions
Emissions
Source
1
Progress 2021–2025
(Baseline Year: 2021)
Potential 2026–2030Potential 2030–2050
(Net Zero Ambition Year)
Categor y 1:
Purchased
Goods and
Services
(included in
the Scope 3
intensity (GEVA)
reduction
ambition)
•
Scope 3 intensity (GEVA) has reduced
by 9.6% from the 2021 baseline, while
Scope 3 and Categor y 1 Purchased Goods
and Services absolute emissions have
increased by 27.9% and 37.9% respectively
•
sur veyed over 100 suppliers to assess
climate goals and identify opportunities
for collaboration
•
i
ncreasing adoption of alternatives to
carbon-intensive materials, such as
exchanging traditional asphalt mixes
with lower-carbon alternatives through
product selection, pavement design and
engineering
•
improved categorisation and
measurement for spend-based proxies
• implementing lower-carbon
solutions, such as lower-carbon
road pavement solutions
•
Strategic supplier partnerships
to deliver electric and lower-
emissions equipment
•
improved accuracy of supply
chain emissions data through
activity measurement of
business activities, moving
from spend to hybrid carbon
accounting
• engagement with suppliers
for lower-carbon solutions,
including through strategic
supplier partnerships
•
residual emissions offset
Assumptions and dependencies for Scope 1, 2 and 3 pathways
To support the realisation of the Group’s Scope 1, 2 and 3 pathways, the Group has identified the following key assumptions
and dependencies:
• Business changes (Scope 1, 2 and 3) – The Group assumes no changes to its current state of business beyond growth
assumptions (i.e. no mergers and acquisitions, or changes in business).
•
Technology availability (Scope 1, 2 and 3) – The Group assumes the availability of suitable electric or lower-emissions
road-registered vehicles by the end of the decade in line with the Australian New Vehicle Efficiency Standard (NVES)
schedule. Achievement of our 42% Scope 1 and 2 reduction target requires fully electric light commercial vehicles (including
utility vehicles) to become available at scale by 2028. The Group also assumes that the whole-of-life costs of lower-carbon
technologies continue to improve, such that the costs associated with EVs, their maintenance and energy costs are similar
to
or better than those of an internal combustion alternative.
• Government climate policy and action (Scope 1, 2 and 3) – The Group assumes continued government support for climate
change action for Australia and New Zealand to reach net zero emissions by 2050 and any intermediate 2030 and 2035 targets.
The Group has positioned its climate strategy based upon current policymaking and plausible climate scenarios with reliance
on continued government support and investment into cleaner electricity and the renewable energy target; electrification
initiatives, including the rollout of charging infrastructure, and the NVES, which is critical to long-term emissions reductions
for
the Group’s fleet and its value chain. The renewable energy target supports the Group’s decarbonisation pathway to achieve
zero emissions purchased energy (Scope 2) by 2030.
•
C
ollective action across the value chain (Scope 3) – The Group assumes its customers, suppliers and other stakeholders
generally view climate action as a value driver for their business and support the Group’s actions in decarbonising its business.
Where alignment and collaboration opportunities exist, the Group relies on supportive action with its customers to bring about
lower-carbon outcomes. Similarly, reducing Scope 3 emissions requires supportive action from the Group’s suppliers, including
providing data and reducing their own operational emissions. If supplier engagement slows, it could impact our progress
toward our Scope 3 reduction ambition.
1. Refer to Section 5 for further details on Scope 3 metric categories and goals. Purchased Goods and Ser vices are the primar y focus for the Group’s emissions reduction
activities as it is the most material contributor to the Group’s Scope 3 inventor y.
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4. Risk management
The Group is committed to effective risk and opportunity
management at all levels of the organisation as an essential
element of business governance under its Risk Management
Framework. The Group’s enterprise-wide approach embeds
risk management into processes and practices, supporting
strategy execution, operational decision-making and
business
resilience.
The Group’s Risk Management Framework establishes a
consistent methodology for assessing and managing risks
and
opportunities across the Group and promotes the
proactive recognition of external factors and uncertainties
that may affect
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