Half Yearly Report and Accounts

Half Year Report
2026

ACKNOWLEDGEMENT OF
COUNTRY
Downer acknowledges Aboriginal
and Torres Strait Islander peoples
as the First Australians and the
Traditional Custodians across
Australia.
We acknowledge and pay our
respects to the Elders of the past,
present and future in maintaining
the culture, Country and their
spiritual connection to the land.
WHAKATAUKĪ
Ko te whānau, ko te manaaki, ko te
kairangatira, ko te ngākau pono
ngā tikanga tuku iho hei korowai mo
tatou. Ko te Kauri i whakawhiwhi
haumaru, ko te Rimu i whakawhiwhi
taonga, ko te Tōtara i whakawhiwhi
whanaungatanga, ko te Kahikatea i
whakawhiwhi whakaaro matakite.
Ngā pou e wha i aumangea
ai te whakatauki ‘Mā te
whanaungatanga ka angitū’.
Hui e! Taiki e!
We are held together by our closely
held values of family and
relationships, care and respect,
excellence and integrity. The Kauri
connects us to Safety, the Rimu
connects us to Delivery, the Tōtara
connects us to Relationships and
the Kahikatea connects us to
Thought Leadership.
These are our four Pillars upon which
we build ‘Relationships creating
success’. United and ready to move
forward!
Important notice and
disclaimer
The information in this report has been
prepared by Downer EDI Limited ABN 97 003
872 848 (Downer or the Company).
This report may contain statements that are,
or may be deemed to be, forward-looking
statements. Such statements can generally be
identified by the use of words such as “likely”,
“looking-forward”, “expect”, “predict”, “will”,
“may”, “intend”, “seek”, “would”, “continue”,
“plan”, “objective”, “estimate”, “potential”,
“anticipate”, “believe”, “risk”, “aim”, “forecast”,
“assumption”, “projection”, “target”, “goal”,
“outlook”, “guidance” and similar expressions.
Indications of plans, strategies, management
and company objectives, potential
transactions, sales and financial performance
are also forward-looking statements. Such
statements are not guarantees of future
performance, and involve known and
unknown risks, uncertainties, assumptions,
contingencies and other factors, many of
which are outside the control of the Company.
No representation is made or will be made that
any forward-looking statements will be
achieved or will prove to be correct.
Readers are cautioned not to place undue
reliance on forward-looking statements
particularly in the light of the current economic
climate and the significant volatility and
uncertainty, as well as the significant
uncertainty in climate metrics and modelling,
and the Company assumes no obligation to
update such statements. Past performance
information in this report is given for illustrative
purposes only and should not be relied upon
as (and is not) an indication of future
performance.
Forward-looking statements and statements
regarding other information contained in this
report may also be made – verbally and in
writing – by members of the Company’s
management in connection with this report.
Such statements are also subject to the same
limitations, uncertainties and assumptions
which are set out in this report.
Certain financial data included in this report is
‘non-IFRS financial information’. The Company
believes that this non-IFRS financial
information provides useful insight in
measuring the financial performance and
condition of Downer. Readers are cautioned
not to place undue reliance on any non-IFRS
financial information included in this report.
These measures have not been subject to
audit or review.
Third party reliance
The information contained, and the views
expressed, in this report may include
information derived from publicly available
sources that have not been independently
verified. No representation or warranty is made
as to the accuracy, completeness, or reliability
of the information or any assumptions
underlying it. This report should not be relied
upon as recommendation or forecast by
Downer.
2Half Year Report 2026 | Downer EDI Limited

In this report
3Half Year Report 2026 | Downer EDI Limited
Directors' Report4
Auditor's Signed Reports
Auditor's Independence Declaration18
Independent Auditor's Review Report19
Financial Statements
Condensed Consolidated Statement of Profit or Loss
and Other Comprehensive Income
22
Condensed Consolidated Statement of
Financial Position
23
Condensed Consolidated Statement of Changes
in Equity
24
Condensed Consolidated Statement of Cash Flows
25
Notes to the Consolidated Financial Statements
26
Directors' Declaration48

Directors’ Report
for the half year ended 31 December 2025
The Directors of Downer EDI Limited submit the condensed consolidated financial report of the Company for the half-
year ended 31 December 2025.
In compliance with the provisions of the Corporations Act 2001 (Cth), the Directors’ Report is set out below.
Board of Directors
The names of the Directors of the company during or since the end of the half-year are:
Mark Menhinnitt (Chairman, Independent Non-executive Director)
Peter Tompkins (Managing Director and Chief Executive Officer)
Peter Barker (Independent Non-executive Director)
Sheridan Broadbent (Independent Non-executive Director)
Teresa Handicott (Independent Non-executive Director) retired 11 November 2025
Dr Adelle Howse (Independent Non-executive Director)
Steven MacDonald (Independent Non-executive Director)
Kerry Gleeson (Independent Non-executive Director) appointed 1 September 2025
Annette Carey (Independent Non-executive Director) appointed 1 November 2025
Operating and Financial Review
Principal activities
Downer EDI Limited (Downer) is a leading provider of integrated services across Australia and New Zealand, delivering
and maintaining essential infrastructure that enables communities to thrive.
The demand for our services is shaped by investment in the energy transition, defence capability, government services
and infrastructure expansion necessary to support population growth, and local industry revitalisation.
The sectors where we operate include roads, rail, ports and airports, power, gas, water, telecommunications, energy
networks, health, education, defence, and other government sectors.
These sectors are served by Downer’s Transport, Energy & Utilities and Facilities segments.
Health, Safety and Wellbeing
Downer is steadfastly committed to the protection of our people, communities, and the environment. Safety and
preventing serious and fatal incidents remain our top priority.
Downer operates in sectors involving high-risk activities, and we remain committed to continually improving our systems
and processes, with a strong focus on critical control effectiveness. Building on the momentum gained through FY25, we
are focused on embedding our Health, Safety and Wellbeing strategy across the business, with priority areas including
leadership accountability, critical risk management, and service delivery partner engagement. Underpinning our
approach is the recognition that sustained safety performance is achieved through visible leadership, clear
accountability, operational discipline, a positive workplace culture, and effective critical controls.
4Half Year Report 2026 | Downer EDI Limited

At 31 December 2025, Downer’s Lost Time Injury Frequency Rate (LTIFR) increased to 0.87 from 0.85 per million hours
worked
1
, and our Total Recordable Injury Frequency Rate (TRIFR) increased to 2.26 from 2.24 per million hours worked,
compared to 31 December 2024. There has been a significant focus on critical risk controls, strengthening of our safety
culture, worker engagement and subcontractor oversight.
TRIFR
LTIFR
Group safety performance (12-month rolling frequency rates)
LTIFRTRIFR
Dec-24Jan-25Feb-25Mar-25Apr-25May-25Jun-25Jul-25Aug-25Sep-25Oct-25Nov-25Dec-25
1.50
2.00
2.50
3.00
0.50
1.00
1.50
2.00
For further information refer to our 2025 Sustainability Report.
In January 2026, a member of Downer’s Roads team in New Zealand passed away following a workplace incident
involving a vehicle. While this occurred outside the 1H26 reporting period, Downer acknowledges this tragic loss and
extends its sincerest condolences to the team member's family and colleagues.
Sustainability
Downer’s Purpose is ‘Enabling communities to thrive’, which articulates the positive impact that Downer’s services have
on millions of people each day. Our Purpose underscores the importance of sustainable operations for our people,
partners, shareholders, customers, and the communities where we operate. We are conscious of the impact our activities
have on individuals, communities and the environment.
Safety and Sustainability are foundational pillars of our strategy. To Downer, sustainability means working to reduce our
impact on the environment; as well as prioritising the safety of our people, building trusted relationships and having a
diverse and inclusive workforce. This, combined with our financial performance, contributes to the creation of
shareholder value.
We are strategically positioned to leverage our market presence, capabilities and sustainability commitment to help
support our customers in achieving their sustainability objectives, including the energy transition. Further details can be
found in our 2025 Sustainability Report.
Downer EDI Limited is a climate reporting entity for the purposes of the Financial Markets Conduct Act 2013 (NZ). Our 2025
Annual Report contains Downer EDI Limited’s second climate-related disclosures that comply with the External Reporting
Board Aotearoa New Zealand (XRB) Climate Standards 1, 2 and 3 (NZ CS) for that period. These disclosures inform
stakeholders about Downer’s governance of climate-related risks and opportunities, scenario analysis and our
climate-related plans including metrics and targets.
Our sustainability commitments are outlined in policies available at www.downergroup.com.
5Half Year Report 2026 | Downer EDI Limited
1
Lost time injuries (LTI) are defined as injuries that cause the injured person (employee or contractor) to be unfit to perform any work duties for one whole
day or shift, or more, after the shift on which the injury occurred, and any injury that results, directly or indirectly, in the death of the person. The LTIFR is
the number of LTI per million hours worked. Total Recordable Injuries (TRI) are the number of LTI plus medically treated injuries (MTI) for employees and
contractors. TRIFR is the number of TRI per million hours worked. LTIFR and TRIFR have been calculated on a 12-month rolling period.

Group financial performance
The financial result for the six months to 31 December 2025 demonstrates ongoing momentum across the business, with
delivery of bottom line improvement driven by stronger contract delivery, a disciplined focus on high-quality reve n u e ,
effective cost management and cash backed earnings. Strategic wins have expanded work-in-hand and positioned the
business for medium-term growth. Ongoing improvement programs are enhancing margins and reducing cost-to- s e r v e .
Supported by a strong balance sheet, the Group retains the capacity to invest and pursue strategic growth
opportunities.
$'m
Statutory
Underlying
3
(excl. ISI)
Pro forma
4
(excl. divestments and AHFS)
1H261H25Change1H261H25Change1H261H25Change
Revenue
1
4,860.75,221.2 (6.9) %4,918.85,505.7 (10.7) %4,855.85,104.6 (4.9) %
EBIT175.5133.4 31.6 %217.7194.1 12.2 %210.3175.4 19.9 %
EBITA
2
184.9150.1 23.2 %227.1204.3 11.2 %219.7185.6 18.4 %
EBITA
2
% 3.8 % 2.9 % 0.9 pp 4.6 % 3.7 % 0.9 pp 4.5 % 3.6 % 0.9 pp
NPATA
2
104.687.2 20.0 %136.1127.2 7.0 %130.0109.9 18.3 %
NPAT98.075.5 29.8 %129.5120.1 7.8 %123.4102.8 20.0 %
1. Revenue includes revenue and other income. Total revenue for underlying and pro forma is a non-statutory disclosure and also includes notional
revenue from joint ventures and other alliances not proportionately consolidated.
2. Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense.
3. The underlying result is a non-IFRS measure that is used by management to assess the performance of the business and includes the contribution of
divested businesses and assets held for sale. Non-IFRS measures have not been subject to audit or review.
4. Pro forma reflects the statutory results adjusted for individually significant items (ISI) (refer to Note B4 of the Financial report) and excludes the revenue
and EBITA contribution relating to completed divestments and assets held for sale to provide a like for like comparison between reporting periods. The
pro forma result is a non-IFRS measure that is used by management to assess the performance of the business. Non-IFRS measures have not been
subject to audit or review.
Building performance momentum
Highlights for the six months ended 31 December 2025 include:
■Statutory NPAT grew 30% to $98.0 million.
■Underlying NPATA grew by 7.0% to $136.1 million.
■Underlying EBITA increased 11.2% on 1H25 to $227.1 million.
■Underlying EBITA margin increased to 4.6% compared to 3.7% in 1H25.
■Interim dividend of 12.9 cents per share increased by 19% compared to 1H25 and will be 100% franked (1H25: 75%) with
the payout ratio increased to 65% compared to 60% in 1H25.
■Normalised
1
cash conversion of 90.5% exceeded our target of greater than 90%.
■Leverage ratio (net debt to EBITDA) improved to 0.8x from 0.9x at June 2025.
■Underlying EPS increased 10% to 18.7 cents per share.
■Work-in-hand increased 8.9% to $38.2 billion, driven by strategic wins.
Commentary on Group earnings, work-in-hand, revenue and segment performance are discussed below.
Earnings
In line with Downer’s business transformation program, we have strategically prioritised the quality of earnings and
tightened tendering risk guardrails to align the business with its core competencies aiming to achieve sustainable and
acceptable risk return outcomes. In 1H26 Downer also completed certain previously identified underperforming contracts
6Half Year Report 2026 | Downer EDI Limited
1
Normalised underlying cash conversion has been adjusted to remove the cash outflows associated with FY25 and 1H26 ISI (not in underlying EBITDA) totalling
$13.9m (1H25 equivalent of $43.8m). Cash conversion is calculated as operating cash flow excluding tax and interest, divided by underlying EBITDA.

including the low margin projects in water and a power maintenance contract which has not been renewed. Further, our
portfolio simplification program has improved margin in the period following the divestment of non-core businesses
typically with low margin revenue or a risk profile not aligned with our risk appetite.
Earnings improvement was achieved across all segments resulting in a 11.2% increase in underlying EBITA to $227.1 million,
up 18.4% on a pro forma basis; and a 7.0% increase in underlying NPATA to $136.1 million, or up 18.3% on a pro forma basis.
This increase in earnings was primarily supported by the ongoing Energy & Utilities business turnaround and a strong
performance in the Facilities business following the divestment of lower margin cleaning and catering businesses,
together with the continuing benefits of the cost out program and the completion, renegotiation and performance
improvement of underperforming contracts.
nEnergy & Utilities: Driven by improved Power Projects business performance in Australia from the delivery of
transmission lines and substations, offset by lower NBN volumes and reset of the Telecommunications business
following consolidation of Australian providers, as well as the impact of the demobilisation and transfer of Victorian
Power Maintenance Contract in July 2025. Efficiencies were also realised from operating model changes, as well as
the closure of underperforming sites in the prior year. Margin enhancements were also driven by a back to basics
focus on disciplined cost management and project delivery.
nTransport: Profitability was uplifted by improved contract delivery and disciplined cost management. Strong progress was
made in the period on delivery of the Queensland Train Manufacturing Project (QTMP). Enhanced contract delivery and
solid project performance within New Zealand was observed despite lower activity levels in some areas. Australian Road
Services volumes remain impacted by soft Australian Transport agency spend.
nFacilities: Earnings growth driven by ongoing strong performance across Government & Integrated Facilities Management
(IFM) and Defence Estate Maintenance businesses. This was as a result of performance improvement programs driving
increased profitability on Defence contracts, supported by transformation program initiatives, including service delivery
model enhancements.
nCorporate: ongoing cost reductions in overheads leading to a more efficient operating model, particularly in
technology and shared services support, and reduction in insurance costs were partially offset by cost inflation.
Work-in-hand
Work-in-hand increased 8.9% to $38.2 billion at 31 December 2025 driven by a number of strategic contract awards
positioning for future growth. These awards included the $3.05 billion Australian Defence Property and Asset Services
(PAS) contract, $750m Chevron maintenance and support contract, Urban Utilities water and wastewater contract,
$220m Defence Professional Service contract, and a number of new contract wins, extensions and renewals across
Power Projects, Energy and Industrial, Telco, Housing and Rail.
As a result, Energy & Utilities and Facilities work-in-hand has increased by 21.6% and 20.2% respectively. Our Transport
work-in-hand declined by 3.5% during the half reflecting the delivery of large contracts (for example QTMP, CRL, Auckland
Airport) and the timing of award of preferred positions, which are not yet included in total work-in-hand (namely the
NZD$870 million New Zealand State Highway Contracts). Our work-in-hand is diversified by industry, is approximately 90%
government related and comprises approximately 90% services.
Revenue
Pro forma revenue of $4.9 billion, adjusted for divestments and held for sale assets and including revenue from joint
ventures and associates, decreased by 4.9%. On a statutory basis, which includes the reduction in revenue due to
divestments made during the period, total revenue at $4.9 billion decreased 6.9%. Revenue was negatively impacted by
$41 million due to translation of New Zealand Dollar (NZD) denominated revenue that depreciated against the Australian
Dollar (AUD) in the period. Additional factors impacting revenue for the period include:
nTransport: Transport experienced softer revenue performance down 4.0% on a pro forma basis in the half. NZ Road Services
continued to deliver good contract performance albeit from lower activity levels, with a number of larger projects nearing
completion (e.g. City Rail Link (CRL)). Australian Road Services volumes continue to be impacted by reduced Transport
Agency spend. Hawkins disciplined project selection through the repositioning of Hawkins’ risk appetite has reduced its
revenue contribution. This was partially offset by growth in Rail & Transit Services (ex Keolis Downer) through the strong
delivery on the Queensland Train Manufacturing Project (QTMP) as well as growth within the Specialised Pavement Products,
and Pavement Maintenance businesses within Transport and Infrastructure.
nEnergy & Utilities: Energy & Utilities experienced lower revenue in the first half down 11.5% on a pro forma basis. Good
growth was experienced within the Power Projects business driven by transmission line and substation projects
7Half Year Report 2026 | Downer EDI Limited

supporting the energy transition. However this was more than offset by weaker demand for Telecommunication
services in Australia, transition from the completion of existing water projects and mobilisation of a number of new
water projects which are expected to ramp up in future periods, as well as the impact of exited underperforming and
loss-making contracts and sites that completed in the prior year.
nFacilities: The increase in pro forma revenue of 2.4% was driven by increased volumes within Government & Integrated
Facilities Management (IFM) from the mobilisation and ramp up of the Homes NSW public housing portfolio (RAPM) and
the facilities maintenance services for Department of Home Affairs. The business also experienced strong volumes in
Defence Estate Maintenance for the half.
Underlying EBITA and reconciliation to Statutory NPAT
$'m
Reporting segment 1H261H25Change
TransportTransport 132.6 128.8 3.0 %
Energy & UtilitiesEnergy & Utilities 61.8 52.6 17.5 %
FacilitiesFacilities 77.4 72.2 7.2 %
CorporateUnallocated (44.7) (49.3) 9.3 %
Group underlying
1
EBITA
2
227.1 204.3 11.2 %
Underlying amortisation of acquired intangibles (pre-tax) (9.4) (10.2) 7.8 %
Underlying
1
EBIT 217.7 194.1 12.2 %
Net interest expense (34.2) (40.4) 15.3 %
Tax expense (54.0) (33.6) (60.7) %
Underlying
1
NPAT 129.5 120.1 7.8 %
Underlying amortisation of acquired intangibles (post tax) 6.6 7.1 (7.0) %
Underlying
1
NPATA
2
136.1 127.2 7.0 %
Total individually significant items
3
(42.2) (54.2) 22.1 %
Tax effect on individually significant items 10.7 14.2 (24.6) %
Statutory NPATA
2
104.6 87.2 20.0 %
Statutory amortisation of acquired intangibles (post tax)
3
(6.6) (11.7) (43.6) %
Statutory NPAT 98.0 75.5 29.8 %
1. The underlying result is a non-IFRS measure that is used by management to assess the performance of the business and includes the contribution of
divested businesses and assets held for sale. Non-IFRS measures have not been subject to audit or review.
2. Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense.
3 1H25 result in Note B4 of the Financial Report included $6.5 million ($4.6 million post tax) of accelerated amortisation of acquired intangible assets within
the 1H25 individually significant items of $60.7 million.
8Half Year Report 2026 | Downer EDI Limited

Segment financial performance
Segment contribution to pro forma revenue and EBITA
1.Pro forma reflects the statutory results adjusted for individually significant items (ISI) (refer to Note B4 of the Financial report) and excludes the revenue
and EBITA contribution relating to completed divestments and assets held for sale to provide a like for like comparison between reporting periods. The
pro forma result is a non-IFRS measure that is used by management to assess the performance of the business. Non-IFRS measures have not been
subject to audit or review. The 1H26 Group pro forma EBITA $219.7 million is equal to segment EBITA of $264.4 million less Unallocated of $44.7 million.
2.Revenue is a non-statutory disclosure and includes revenue, other income and notional revenue from joint ventures, other alliances not proportionately
consolidated.
3.Downer calculates EBITA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense.
9Half Year Report 2026 | Downer EDI Limited
Road
Services
26%
Rail
& Transit
Systems
15%
NZ Projects
(including
Building)
10%
Power
& Gas
3%
Industrial
& Energy
9%
Telco
7%
Water
7%
Govt / H&E
14%
Defence
9%
Transport
51%
Energy &
Utilities
26%
Facilities
23%
1H26
Revenue
$4.9bn
1,2
Transport
49%
Energy &
Utilities
22%
Facilities
29%
1H26
Segment
EBITA
$264.4m
1,3

Transport
UnderlyingPro forma
1
1H261H25Change1H261H25Change
Revenue2,457.92,745.3
(10.5) %
2,453.92,555.5
(4.0) %
EBITA132.6128.8
3.0 %
129.3115.0
12.4 %
EBITA % 5.4 % 4.7 % 0.7 pp 5.3 % 4.5 % 0.8 pp
1.Pro forma reflects the statutory results adjusted for individually significant items (ISI) (refer to Note B4 of the Financial report) and excludes the revenue and EBITA
contribution relating to completed divestments and assets held for sale to provide a like for like comparison between reporting periods. The pro forma result is a
non-IFRS measure that is used by management to assess the performance of the business. Non-IFRS measures have not been subject to audit or review.
Transport underlying EBITA benefited from the strategic reset and initiatives delivered over the past two years, including
the tightening of tendering risk guardrails, continued focus and improvement of contract delivery disciplines, targeted
project selection and operating model changes including cost management initiatives. This has resulted in margin
uplifts in 1H26, with underlying EBITA increasing 3.0% to $132.6 million.
On an underlying basis, revenue is lower than the prior comparative period due to softer activity levels and divestments,
including the disposal of Keolis Downer in the current period. Strong delivery continued on projects, including the Queensland
Train Manufacturing Program (QTMP) and the Auckland Airport Domestic Jet Terminal, however this was more than offset by
lower contributions from New Zealand projects (as projects such as CRL approach completion), the timing of opportunities
particularly within New Zealand, disciplined project selection for the Hawkins business which resulted in reduced revenue as well
as softer conditions within New Zealand and Australia Road Services in some areas.
On 1 July 2025, an agreement was reached with Keolis Australia Pty Ltd to divest the Group's 49% interest in Keolis Downer Pty Ltd
(Keolis Downer). The sale was completed on 1 December 2025. The Group has reported a net pre-tax profit of $1.3 million in
relation to this divestment. Refer to Divestments and exit costs during the reporting period and Note E2 below. The Keolis
Downer underlying EBITA contribution to Transport segment decreased during the period, from $14.4 million to $3.4 million.
Transport pro forma Revenue and EBITA is comparable to the underlying Revenue and EBITA, after adjusting for the
contribution of the Keolis Downer investment.
Energy & Utilities
UnderlyingPro forma
1
1H261H25Change1H261H25Change
Revenue1,322.61,578.8
(16.2) %
1,293.71,462.2
(11.5) %
EBITA61.852.6
17.5 %
57.548.7
18.1 %
EBITA %
4.7 % 3.3 % 1.4 pp 4.4 % 3.3 % 1.1 pp
1.Pro forma reflects the statutory results adjusted for individually significant items (ISI) (refer to Note B4 of the Financial report) and excludes the revenue and EBITA
contribution relating to completed divestments and assets held for sale to provide a like for like comparison between reporting periods. The pro forma result is a
non-IFRS measure that is used by management to assess the performance of the business. Non-IFRS measures have not been subject to audit or review.
The turnaround of the Energy & Utilities business continued in 1H26 with further uplift in profitability following the renewed
focus on project delivery, particularly in Power and Water, and disciplined cost management across the business.
Underlying EBITA increased by $9.2 million or 17.5% on 1H25, mainly as a result of operating model changes with a back to
basics focus on project delivery and disciplined cost management. EBITA benefitted from strong activity levels and
contribution across the Power Projects portfolio, the exit from low margin contracts and underperforming sites and
overhead reduction from operating model changes.
10Half Year Report 2026 | Downer EDI Limited

Underlying revenues were impacted as a result of a demobilisation and exit agreement of a power maintenance
contract (as outlined in Note E2 Disposal of businesses). Revenues contributed from the demobilised customer contract
were $116.6 million for 1H25 and $28.9 million for 1H26.
Pro forma revenues were down 11.5%, impacted by expected lower activity levels within the Telecommunications sector
following the consolidation of Australian providers and as NBN build out contracts are approaching completion, and
lower revenues within Energy & Industrial mainly due to the exit of low margin sites in 2025 following a strategic review.
Water revenue has been impacted by the roll off of existing projects, replaced by new projects in ramp up, including
Urban Utilities awarded in September 2025, where volumes are expected to increase in future periods.
Looking ahead, we are also investing in modernising technology and standardising our work management platforms
and core business processes in Australia and New Zealand to drive enhanced productivity and efficiency.
Facilities
UnderlyingPro forma
1
1H261H25Change1H261H25Change
Revenue
1,113.71,126.0
(1.1) %
1,107.51,082.0
2.4 %
EBITA
77.472.2
7.2 %
77.670.9
9.4 %
EBITA % 6.9 % 6.4 % 0.5 pp 7.0 % 6.6 % 0.4 pp
1.Pro forma reflects the statutory results adjusted for individually significant items (ISI) (refer to Note B4 of the Financial report) and excludes the revenue
and EBITA contribution relating to completed divestments and assets held for sale to provide a like for like comparison between reporting periods. The
pro forma result is a non-IFRS measure that is used by management to assess the performance of the business. Non-IFRS measures have not been
subject to audit or review.
The Facilities business is establishing a track record of consistently delivering strong performance, with underlying and
pro forma margin continuing to improve due to the implementation of performance improvement programs designed
to reduce the cost to serve and enhance service delivery.
On a pro forma basis, revenue growth continued due to strong operational volumes across Government/IFM and
Defence Estate Maintenance businesses. On an underlying basis, the revenue decline was impacted by the divestment
of the Cleaning New Zealand business.
The Estate Maintenance and Operation Services (EMOS) Australian Defence Base Services tender was awarded in
September 2025 and commenced operations on 1 February 2026 under the Property and Asset Services (PAS) contract.
The project margin will reset lower in 2H26 following the transition from EMOS.
Facilities completed the divestment of the Cleaning New Zealand business on 31 July 2025, resulting in a pre-tax loss of
$2.0 million. This finalises the portfolio simplification program's divestment of lower margin businesses, including
Catering, Cleaning and Laundries businesses, with the business focused on value creation in core markets.
11Half Year Report 2026 | Downer EDI Limited

Group statutory earnings
Reconciliation of the 1H26 pro forma and underlying result to the statutory result:
$'mEBIT
Amortisation
of acquired
intangiblesEBITA
Net
finance
costs
Tax
expenseNPATA
Amortisation
of acquired
intangibles
(post-tax)NPAT
Pro forma result 210.3 9.4 219.7 (34.2) (55.5) 130.0 (6.6) 123.4
Net divestment and AHFS
contribution
7.4 – 7.4 – (1.3) 6.1 – 6.1
Underlying

result 217.7 9.4 227.1 (34.2) (56.8) 136.1 (6.6) 129.5
Net loss on divestments and
exit costs
(5.9) – (5.9) – (0.8) (6.7) – (6.7)
Transformation and
restructure costs
(16.1) – (16.1) – 5.6 (10.5) – (10.5)
Regulatory reviews and legal
matters
(6.3) – (6.3) – 1.8 (4.5) – (4.5)
Impairment, asset write-
downs and other
(13.9) – (13.9) – 4.1 (9.8) – (9.8)
Total individually significant
items
1
(42.2) – (42.2) – 10.7 (31.5) – (31.5)
Statutory result 175.5 9.4 184.9 (34.2) (46.1) 104.6 (6.6) 98.0
1.Refer to Note B4 in the Financial Report for further details.
Statutory earnings before interest and tax (EBIT) of $175.5 million, up 31.6%, and statutory NPAT of $98.0 million, an increase
of 29.8%, compared to the prior period of $133.4 million and $75.5 million respectively.
Statutory EBITA of $184.9 million for the period, including individually significant items (ISI) of $42.2 million loss before
interest and tax for the period, reflects a 23.2% improvement on $150.1 million in 1H25.
Divestments and exit costs
During the period, the Group finalised a number of divestments as part of its program of portfolio simplification. The
following divestment and exit costs were recognised in relation to the transactions. Refer to Note E2 for further details on
the individual transactions.
The net loss on divestments and exit costs includes:
n$5.9 million net pre-tax loss (including disposal costs) across the divestments, inclusive of:
n$6.3 million loss on exit of an Australian cleaning and catering contract within Facilities as part of portfolio
simplification strategy to exit single service line Cleaning and Catering businesses.
n$2.0 million loss on sale of the New Zealand Cleaning businesses as part of the ongoing strategy to simplify the
Facilities business and focus on core markets.
n$1.3 million net gain on disposal of the remaining 49% interest in Keolis Downer to the Keolis Group. The net gain on
disposal is inclusive of a $23.9 million dividend recognised prior to completion.
n$1.1 million net gain from the transfer and demobilisation of the Power Maintenance Contract which completed in
July 2025 within Energy & Utilities involving transfer of employees, assets and sites.
12Half Year Report 2026 | Downer EDI Limited

Transformation and restructure costs
Transformation and restructure costs represent costs incurred in relation to Downer’s Transformation program to
restructure its operating model and to identify opportunities for overhead savings from improved alignment and role
clarity between the Corporate and Business Unit organisation structures. The material elements of the costs associated
with the transformation and restructure are as follows:
nRedundancy and severance costs associated with ongoing review of the Group operating model
nTransformation program implementation costs including external advisor costs
nIT transformation costs, impacting workforce management, project management, ERP systems and modernising IT
infrastructure. These programs' objectives include an uplift in capability and/or cost savings.
Regulatory reviews and legal matters
Regulatory review and legal matters costs were incurred in relation to Downer's defence against actions filed against the
Company, including shareholder class actions filed in early 2023 and the action filed by the Australian Competition and
Consumer Commission (ACCC) in December 2024. These costs also relate to regulatory reviews, undertakings related
business conduct reviews and investigations, and costs associated with defending and settling historical long dated
warranty claims associated with businesses no longer in operation.
The shareholder class action and ACCC claim have been disclosed as contingent liabilities in Note C4.
Impairment, asset write-downs and other
Impairment and other asset write-downs relate to:
nA Rail site in the Transport segment totalling $10.0 million including remediation works;
nAccelerated amortisation and write-downs in relation to IT assets and discontinuation of IT development programs,
where the ongoing usage has been reviewed as part of the Technology Simplification programs to reduce
complexity and identify cost savings; and
nImpairment of right of use assets where office space has been consolidated as part of the Group's transformation
program.
Tax
The underlying effective tax rate of 29.4% is lower than the statutory corporate tax rate of 30.0% primarily due to the
impact of non-taxable distributions and franked dividends from joint ventures and associates, and profits earned in
jurisdictions with lower corporate tax rates such as New Zealand (28%).
13Half Year Report 2026 | Downer EDI Limited

Expenses
Total expenses of $4.7 billion decreased by 8.1% compared to $5.1 billion in the prior corresponding period (pcp). Included
in total expenses is $66.1 million
1
of ISIs ($60.7 million in the pcp). Excluding the impact of ISIs, total expenses
decreased 8.3% (from $5.0 billion to $4.6 billion), greater than the fall in revenue for the period, further improving margins.
Downer’s cost base (including ISI) by expense type:
HY26 ($4.7b)
31.2%
42.0%
12.7%
6.7%
7.4%
Employee benefits expenses decreased by 9.9%, or $160.8 million, to $1.5 billion and represents 31.2% of Downer’s cost
base (31.9% in the prior period). The decrease in labour expenses reflects the impact of divestments of labour intensive
businesses and the benefit from the cost out program.
Subcontractor costs decreased by 11.6%, or $257.3 million, to $2.0 billion, and represents 42.0% of Downer’s cost base
(43.6% in the prior period). Subcontractor use has reduced in the Transport segment following the nearing completion of
a number of projects within the Hawkins and Infrastructure projects business and the Energy & Utilities segment following
the exit of a number of lower margin projects. This subcontractor usage was partially offset by increased subcontractor
use on the QTMP project.
Raw materials and consumables costs increased by 5.7%, or $32.2 million, to $0.6 billion and represents 12.7% of Downer’s
cost base (11.0% in the prior period). This change reflects the nature of work undertaken as well as overall project mix.
Plant and equipment costs decreased by 8.9% or $16.2 million to $0.2 billion, as a result of both the project mix, as well as
lower Transport market activity. Lower project costs were also noted within the Energy & Utilities segment from the
demobilisation and transfer of the Victorian Power Maintenance Contract in July 2025. Total depreciation and
amortisation decreased by 13.3%, or $21.7 million, to $0.1 billion reflecting reduction in leased fleet and sites from cost
savings programs that also reduced interest expense.
Impairment of non-current assets expense of $7.7 million primarily relates to impairment of a Rail site in the Transport
segment. Refer to Note B4 of the Financial Report for additional information.
14Half Year Report 2026 | Downer EDI Limited
1
Total ISI before tax of $42.2 million includes Other income of $23.9 million.
HY25 ($5.1b)
31.9%
43.6%
11.0%
6.9%
6.6%
Employee benefits expense
Subcontractor costs
Raw materials and consumables used
Plant and equipment, depreciation and amortisation, impairment of assets
Other expenses

Cash flow
Operating cash flow
Normalised cash conversion at 90.5% in the period was above the Group's target, reflecting outperformance in cash
collection and demonstrated on-going delivery of cash back profits.
Operating cash flow of $226.8 million up 3.0% on pcp, due principally to an increase in cash generated from operations
including distributions from joint ventures, partially offset by an increase in tax payments in the half. Underlying cash
conversion (operating cash flow excluding interest and tax over underlying EBITDA) was 86.6% (1H25: 81.9%). Normalised
cash conversion, adjusting for payments associated with FY25 and 1H26 ISIs (together $13.9 million), equates to 90.5%. The
strong normalised cash conversion has been achieved through maintaining a disciplined focus on cash collections and
the resolution of outstanding contractual variations and claims.
Net finance costs decreased by $6.2 million, or 15.3% on prior comparative period, to $34.2 million reflecting a reduction in
net debt and lease liability balances driven by operating cash flows and prudent capital management.
Investing cash flow
Total investing cash inflow of $18.3 million includes $76.9 million of proceeds from the disposal of businesses during the
period, net of cash disposed. Refer to note E2 for details.
Net capex increased from $44.7 million to $52.5 million. Gross capex of $55.9 million reflected targeted capital and
intangible asset expenditure (capex), focused on supporting new projects, efficiency enhancing assets, including plant
and equipment refresh and new work management system in Facilities. Net capex was impacted by a reduction in
disposal proceeds from equipment sales.
Free cash flow decreased by 6.5% from $112.5 million in 1H25 to $105.2 million in 1H26. This was largely driven by a $6.7 million
increase in operating cash flows, as well as an $11.8 million reduction (or 15.8% decrease) in lease payments as the Group
has rationalised its leased fleet and site footprint following divestments and labour reductions as part of cost out
programs across the business. This was partially offset by $18.2 million in short term advances made to Joint Venture
entities and in Corporate and higher net capex of $7.8 million mainly due to lower levels of proceeds from the disposal of
plant and equipment.
Debt and bonding
The Group has continued to improve leverage to build capacity to invest and to pursue strategic growth opportunities,
with reduced net debt to Underlying EBITDA (which includes lease liabilities) of 0.8x at 31 December 2025, an
improvement from 1.3x at 31 December 2024.
At 31 December 2025, the Group had liquidity of $2.3 billion comprising cash balances of $683.4 million and undrawn
committed debt facilities of $1,625.0 million. Net debt (excluding lease liabilities and including Deferred Finance Costs
and Derivative Marked to Market (MTM)) reduced from $447.5 million at 31 December 2024 to $242.3 million at
31 December 2025.
During the period, Private Placement Notes of 100.0 million United States Dollars and 30.0 million Australian Dollars were
repaid at maturity in July 2025 with available group liquidity. A $400.0 million bridge facility remains in place for the
upcoming AUD MTN refinancing in FY26.
Fitch Ratings (Fitch) affirmed the Group's issuer rating as BBB in May 2025, and was re-affirmed as BBB in February 2026.
Downer notes it has maintained and increased its underlying EBITDA margin above the minimum requirement of 5% at
31 December 2025.
The Group’s performance bonding facilities totalled $1,877.8 million at 31 December 2025 with $701.8 million undrawn.
During the 6 months to 31 December 2025, surplus limits were rationalised resulting in a $25.0 million reduction of total
bonding facility limits and related cost savings in fees. There is sufficient capacity to support the existing pipeline and the
ongoing operations of the Group.
15Half Year Report 2026 | Downer EDI Limited

Dividends
The Downer Board resolved to pay an Interim dividend of 12.9 cents per share, 100% franked, payable on 2 April 2026 to
shareholders on the register at 4 March 2026.
The Interim dividend for 1H26 of 12.9 cents per share represented a payout ratio of 65%.
The Company’s Dividend Reinvestment Plan remains suspended.
The Board also determined to continue to pay a fully imputed dividend on the ROADS security, which having been reset
on 15 June 2025 has a yield of 7.27% per annum payable quarterly in arrears, with the next payment due on 16 March 2026.
As this dividend is fully imputed (the New Zealand equivalent of being fully franked), the actual cash yield paid by Downer
will be 5.23% per annum until the next reset date.
Balance sheet
Since 30 June 2025, the net assets of the Group reduced by $90.5 million.
Movement in Net Assets ($'m)
2,240.3
39.2
(37.5)(22.2)
5.4
(75.4)
2,149.8
Opening Net
Assets
Decrease in net
debt
Property, Plant
& Equipment
IntangiblesNet working
capital
OtherClosing Net
Assets
Net debt, calculated as borrowings (excluding lease liabilities) less cash and cash equivalents, decreased by
$39.2 million driven by cash generated by operations and cash proceeds collected from divestments (net divestment
proceeds of $76.9 million).
Property, plant and equipment (PP&E) decreased by $37.5 million to $749.3 million, largely attributable to the depreciation
expense of $56.0 million, impairment expense of $6.7 million and foreign exchange translation differences of $13.4 million.
These were partially offset by net capital expenditure of $45.3 million.
Intangibles declined by $22.2 million to $2.0 billion, driven by amortisation expense of $25.4 million, primarily from
customer contract intangibles and software and system development assets, partially offset by investment in work
management systems in Facilities.
Net working capital, which includes current trade receivables and contract assets, in addition to current trade payables
and contract liabilities, increased by $5.4 million.
Other assets and liabilities decreased by $75.4 million mainly due to the completion of the Keolis Downer divestment and
transfer and demobilisation of the Power Maintenance Contract (refer note E2), The total decrease in held for sale assets
and liabilities was $63.7 million.
Total equity decreased by $90.5 million, largely as a result of the share buy back where 8,430,236 shares were acquired
on market at a cost of $64.4 million, foreign currency translation differences of $29.4 million and dividends paid during the
period of $99.3 million, offset by the $98.0 million statutory profit generated by the group during 1H26.
16Half Year Report 2026 | Downer EDI Limited

Outlook
1H26 performance was in line with our expectations.
Our focus continues to be building a high quality order book with adherence to our risk guard rails and operating
discipline.
For FY26, on an underlying basis, we are targeting:
1
•revenue to be slightly lower than FY25 pro forma revenue
2
•earnings and EBITA margin improvement
•NPATA of $295 million to $315 million, assuming no material change in economic conditions or market demand, and
no material weather disruptions.
Subsequent events
At the date of this report, there is no other matter or circumstance that has arisen since the end of the financial period,
that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or
the state of affairs of the Group in subsequent financial periods.
Auditor's independence declaration
The auditor's independence declaration, as required under section 307C of the Corporations Act 2001 (Cth), is set out on
page 18.
Signed in accordance with a resolution of the Directors made pursuant to section 306(3) of the Corporations Act
2001 (Cth).
On behalf of the Directors.
Mark Menhinnitt
Chair
Sydney, 19 February 2026
17Half Year Report 2026 | Downer EDI Limited
1
. Forward looking statements are to be read in conjunction with the important notice and disclaimer in the 1H26 Results Presentation, dated 19 February 2026.
2
FY25 pro forma revenue of $10.348bn, amended to reflect the disposal of the E&U customer contract completed in 1H26.

Auditor's Independence Declaration
for the half-year ended 31 December 2025
18Half Year Report 2026 | Downer EDI Limited

Independent Auditor’s Review Report
for the half-year ended 31 December 2025
19Half Year Report 2026 | Downer EDI Limited

20Half Year Report 2026 | Downer EDI Limited

Financial Statements
21Half Year Report 2026 | Downer EDI Limited
Business performance27
B1Segment information27
B2Revenue29
B3Employee benefits expense30
B4Individually significant items30
B5Earnings per share33
B6Subsequent events33
Condensed Consolidated Statement of Profit
or Loss and Other Comprehensive Income
22
Condensed Consolidated Statement of
Financial Position
23
Condensed Consolidated Statement of
Changes in Equity
24
Condensed Consolidated Statement of
Cash Flows
25
Operating assets and liabilities34
C1Trade receivables and contract assets34
C2Trade payables and contract liabilities34
C3Intangible assets35
C4Contingent liabilities35
Capital structure and financing37
D1Borrowings37
D2Financing facilities37
D3Issued capital and non-controlling interest40
D4Reserves41
D5Dividends42
Group structure43
E1Joint arrangements and associate entities43
E2Disposal of businesses44
Notes to the condensed consolidated financial
statements
26
AAbout this report26
Other45
F1New accounting standards45
F2Other financial assets and liabilities46
Directors' Declaration48

Condensed Consolidated Statement of Profit or Loss and Other
Comprehensive Income
for the half-year ended 31 December 2025
Dec
2025
Dec
2024
Note
$'m$'m
Revenue
B2 4,828.0 5,196.2
Other income
B2 32.7 25.0
Total revenue and other income
4,860.7 5,221.2
Employee benefits expense
(1,465.8) (1,626.6)
Subcontractor costs
(1,969.9) (2,227.2)
Raw materials and consumables used
(596.7) (564.5)
Plant and equipment costs
(165.3) (181.5)
Depreciation on leased assets
(60.4) (70.8)
Other depreciation and amortisation
(81.4) (92.7)
Impairment of non-current assets
(7.7) (4.9)
Other expenses from ordinary activities
(344.9) (337.0)
Total expenses
(4,692.1) (5,105.2)
Share of net profit of joint ventures and associates
E1 6.9 17.4
Earnings before interest and tax
175.5 133.4
Finance income
6.8 7.0
Lease finance costs
(11.6) (13.5)
Other finance costs
(29.4) (33.9)
Net finance costs
(34.2) (40.4)
Profit before income tax
141.3 93.0
Income tax expense
(43.3) (17.5)
Profit after income tax
98.0 75.5
Profit for the period is attributable to:
– Members of the parent entity
93.4 69.3
– Non-controlling interest
4.6 6.2
Profit for the period
98.0 75.5
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss:
– Actuarial movement on net defined benefit plan obligations
(2.4) –
– Income tax effect of actuarial movement on defined benefit plan obligations
0.7 –
– Change in fair value of unquoted equity investments
0.2 0.5
Items that may be reclassified subsequently to profit or loss:
– Exchange differences arising on translation of foreign operations
(29.4) (7.4)
– Net (loss)/gain on foreign currency forward contracts taken to equity
(2.5) 2.9
– Net gain/(loss) on cross currency and interest rate swaps taken to equity
8.6 (3.4)
– Income tax effect of items above
(1.8) 0.1
Other comprehensive loss for the period (net of tax)
(26.6) (7.3)
Total comprehensive income for the period (net of tax)
71.4 68.2
Total comprehensive income for the period (net of tax) is attributable to:
– Members of the parent entity
66.8 62.0
– Non-controlling interest
4.6 6.2
Total comprehensive income for the period (net of tax)
71.4 68.2
Earnings per share (cents)
Basic earnings per share
B5 14.0 10.3
Diluted earnings per share
(i)
B5 14.0 10.3
(i) At 31 December 2025 and 2024, the Redeemable Optionally Adjustable Distributing Securities (ROADS) were deemed anti-dilutive and consequently, diluted
EPS remained at 14.0 cents per share (Dec 2024: 10.3 cents per share).
The condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes on pages 26 to 47.
22Half Year Report 2026 | Downer EDI Limited

Condensed Consolidated Statement of Financial Position
as at 31 December 2025
Dec
2025
Jun
2025
Note
$'m$'m
ASSETS
Current assets
Cash and cash equivalents
683.4 833.8
Trade receivables and contract assets
C1 1,766.3 1,802.7
Other financial assets
F211.4 30.5
Inventories
195.2 201.0
Prepayments and other assets
92.0 77.0
Assets classified as held for sale
- 117.6
Total current assets
2,748.3 3,062.6
Non-current assets
Trade receivables and contract assets
C1 162.1 155.2
Equity accounted investments
E1 17.9 15.0
Property, plant and equipment
749.3 786.8
Right-of-use assets
313.5 362.5
Intangible assets
C3 2,008.6 2,030.8
Other financial assets
F2 24.4 22.8
Deferred tax assets
44.6 27.4
Prepayments and other assets
12.9 15.9
Total non-current assets
3,333.3 3,416.4
Total assets
6,081.6 6,479.0
LIABILITIES
Current liabilities
Trade payables and contract liabilities
C2 2,026.5 2,059.1
Borrowings
D1 501.1 683.2
Lease liabilities
100.4 112.8
Other financial liabilities
F2 7.8 8.2
Current tax liabilities
51.9 47.5
Employee benefits provision
259.2 280.4
Other provisions
139.4 117.3
Liabilities associated with assets classified as held for sale
- 53.9
Total current liabilities
3,086.3 3,362.4
Non-current liabilities
Trade payables and contract liabilities
C2 49.8 44.2
Borrowings
D1 394.3 401.8
Lease liabilities
299.7 339.2
Other financial liabilities
F2 26.2 19.4
Deferred tax liabilities
17.2 15.7
Employee benefits provision
23.1 24.4
Other provisions
35.2 31.6
Total non-current liabilities
845.5 876.3
Total liabilities
3,931.8 4,238.7
Net assets
2,149.8 2,240.3
EQUITY
Issued capital
D3 2,401.9 2,465.8
Reserves
D4 (23.2) 2.1
Accumulated losses
(407.5) (406.2)
Equity attributable to the parent interests
1,971.2 2,061.7
Non-controlling interest
178.6 178.6
Total equity
2,149.8 2,240.3
The condensed consolidated statement of financial position should be read in conjunction with the accompanying notes
on pages 26 to 47.
23Half Year Report 2026 | Downer EDI Limited

Condensed Consolidated Statement of Changes in Equity
for the half-year ended 31 December 2025
Dec
2025
Note
Issued
CapitalReserves
Accumulated
losses
Total
attributable
to owners of
the parent
Non-
controlling
interestTotal
$'m
Balance at 1 July 2025 2,465.8 2.1 (406.2) 2,061.7 178.6 2,240.3
Profit after income tax – – 93.4 93.4 4.6 98.0
Other comprehensive loss for the
period (net of tax)
– (26.6) – (26.6) – (26.6)
Total comprehensive income/
(loss) for the year
– (26.6) 93.4 66.8 4.6 71.4
Vested executive incentive share
transactions
0.5 (0.5) – – – –
Share-based employee benefits
expense
– 1.7 – 1.7 – 1.7
Income tax relating to share-
based transactions during the
year
– 0.1 – 0.1 – 0.1
Group on-market share buy-back (64.4) – – (64.4) – (64.4)
Payment of dividends
(i)
D5 – – (94.7) (94.7) (4.6) (99.3)
Balance at 31 December 2025 2,401.9 (23.2) (407.5) 1,971.2 178.6 2,149.8
(i) Relates to the 2025 final dividend and $4.6 million ROADS dividends paid during the financial period.
Dec
2024
Issued
CapitalReserves
Accumulated
losses
Total
attributable
to owners
of the
parent
Non-
controlling
interestTotal
$'m
Balance at 1 July 2024 2,463.9 13.4 (396.5) 2,080.8 178.6 2,259.4
Profit after income tax – – 69.3 69.3 6.2 75.5
Other comprehensive loss for the year
(net of tax)
– (7.3) – (7.3) – (7.3)
Total comprehensive income/(loss) for
the year
– (7.3) 69.3 62.0 6.2 68.2
Vested executive incentive share
transactions
0.2 (0.2) – – – –
Share-based employee benefits
expense
– 2.3 – 2.3 – 2.3
Income tax relating to share-based
transactions during the year
– 0.1 – 0.1 – 0.1
Payment of dividends
(ii)
– – (73.9) (73.9) (6.2) (80.1)
Balance at 31 December 2024 2,464.1 8.3 (401.1) 2,071.3 178.6 2,249.9
(ii) Relates to the 2024 final dividend and $6.2 million ROADS dividends paid during the financial period.
The condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes
on pages 26 to 47.
24Half Year Report 2026 | Downer EDI Limited

Condensed Consolidated Statement of Cash Flows
for the half-year ended 31 December 2025
Dec
2025
Dec
2024
Note$'m$'m
Cash flows from operating activities
Receipts from customers 5,396.2 6,028.2
Payments to suppliers and employees (5,116.5) (5,758.5)
Distributions received 31.8 23.2
Net cash generated by operating cash flow before interest and tax 311.5 292.9
Interest received 6.9 6.6
Interest paid on lease liabilities (11.6) (13.5)
Interest and other costs of finance paid (26.1) (32.0)
Income tax paid (53.9) (33.9)
Net cash generated by operating activities 226.8 220.1
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 3.4 14.1
Payments for property, plant and equipment (48.0) (54.9)
Payments for intangible assets (7.9) (3.9)
Net proceeds and deferred consideration from sale of business (net of
cash disposed)
E2 76.9 (2.7)
Receipts from investments 1.0 0.8
Net advances (to)/from equity accounted investments (7.1) 11.1
Net cash generated from/(used in) investing activities 18.3 (35.5)
Cash flows from financing activities
Group on-market share buy-backD3 (64.4) –
Proceeds from borrowings 163.4 1,682.0
Repayments of borrowings (322.2) (1,905.6)
Payment of principal of lease liabilities (63.0) (74.8)
Dividends paid (99.3) (80.1)
Net cash used in financing activities (385.5) (378.5)
Net decrease in cash and cash equivalents (140.4) (193.9)
Cash and cash equivalents at the beginning of the period 833.8 837.6
Effect of exchange rate changes (10.0) (3.9)
Cash and cash equivalents at the end of the period 683.4 639.8
The condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes on
pages 26 to 47.
25Half Year Report 2026 | Downer EDI Limited

Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2025
A_About this report
Statement of compliance
These general purpose financial statements (Financial Report) for the half-year reporting period 31 December 2025 of
Downer EDI Limited (ABN 97 003 872 848) have been prepared in accordance with AASB 134 Interim Financial Reporting
and the Corporations Act 2001 (Cth). The condensed consolidated half-year financial statements comprise the Parent
company and its controlled entities (together the Group).
The Financial Report does not include all the information required for an annual financial report and should be read in
conjunction with the 2025 Annual Report.
Accounting policies are selected and applied in a manner that ensures the resulting financial information satisfies the
concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events
is reported. The accounting policies and methods of computation applied in the Financial Report are consistent with
those of the previous financial year and corresponding interim period.
Amounts in the Financial Report are presented in Australian dollars unless otherwise noted and has been prepared on a
historical cost basis, except for revaluation of certain financial instruments.
The Financial Report was authorised for issue by the Board of Directors.
Rounding of amounts
Downer is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ reports) Instrument
2016/191, relating to the ‘rounding off’ of amounts in the Directors’ Report and condensed consolidated financial
statements. Unless otherwise expressly stated, amounts have been rounded off to the nearest whole number of millions
of dollars and one place of decimals representing hundreds of thousands of dollars in accordance with that Instrument.
Amounts shown as $– represent amounts less than $50,000 which have been rounded down. In some instances, totals
may not add due to rounding.
Going Concern
As at 31 December 2025, the Group has net current liabilities of $338.0 million (Jun 2025: net current liabilities $299.8 million)
largely as a result of $501.1 million of facilities maturing within 12 months. The Group generated positive cash flows from
operations of $226.8 million during the six months ending 31 December 2025. The Group has sufficient unutilised facilities
that can be drawn, should it be required. Based on the unutilised facilities and cash flow forecast for the next 12 months,
the Group will be able to pay its debts as and when they become due and payable. Accordingly, the financial
statements have been prepared on a going concern basis.
Accounting estimates and judgements
Significant judgement, estimates and assumptions about future events are made by management when applying
accounting policies and preparing the Financial Report which are consistent with those described in the 2025
Annual Report.
26Half Year Report 2026 | Downer EDI Limited

B_Business performance
B1Segment informationB4Individually significant items
B2RevenueB5Earnings per share
B3Employee benefits expenseB6Subsequent events
B1. Segment information
Identification of reportable segments
An operating segment is a component of an entity that engages in business activities from which it may earn revenue
and incur expenses, whose operating results are regularly reviewed by the Group’s chief operating decision maker in
order to effectively allocate Group resources and assess performance.
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Group
CEO in assessing performance and in determining the allocation of resources. The Group CEO is identified as the Chief
Operating Decision Maker. The operating segments are identified by the Group based on the nature of the services
provided. Financial information about each of these segments and additional information on operating businesses
within each segment is reported to the Group CEO on a regular basis.
In determining the information to disclose for each segment the Group has implemented the July 2024 IFRIC Agenda
Decision on Operating Segments and notes no change in disclosure, with the Group not including each item of expense
presented in the condensed consolidated statement of profit and loss as these are not reviewed by the Group CEO for
assessing performance of segments and are not expected to influence decisions of users of the financial statements.
The reportable segments are based on a combination of operating businesses determined by the similarity of the
services provided, the sources of the Group’s major risks that could therefore have the greatest effect on the rates of
return and their quantitative contribution to the Group’s results.
The reportable segments identified within the Group are outlined as follows:
SegmentSegment description
TransportComprises the Group's road services businesses across Australia and New Zealand, rail businesses in
Australia and projects businesses in New Zealand. Downer’s road services include: road network
management; routine road maintenance; asset management systems; spray sealing; asphalt laying;
manufacture and supply of bitumen-based products and asphalt products; the use of recycled products
and environmentally sustainable methods to produce asphalt; and landfill diversion solutions. The Rail
business spans all light rail and heavy rail sectors, from rollingstock to infrastructure; from design and
manufacture to through-life-support including fleet maintenance, operations and comprehensive
overhaul of assets. Transport also provides building and construction solutions across a variety of sectors
in New Zealand including signalling, track and station works, bridges, airports and roads.
Through the Hawkins business, Downer also delivers vertical construction to customers in New Zealand.
Energy &
Utilities
Comprises the Group's power, gas, water, telecommunications, industrial, resources and energy
businesses. This includes: planning, designing, constructing, operating, maintaining, managing and
decommissioning power and gas network assets; providing complete water lifecycle solutions for
municipal and industrial water users including water and wastewater treatment, network construction and
rehabilitation; end-to-end technology and communications solutions including design, civil construction,
network construction, operations and maintenance across fibre, copper and radio networks, and
maintenance shutdowns, turnaround and outage delivery. It also provides feasibility studies; engineering
design; procurement and construction; commissioning and decommissioning services; and design and
manufacture of mineral process equipment.
FacilitiesFacilities delivers outsourced facility services across a broad spectrum of industry sectors, including education,
health, government, and defence. Facilities support the full lifecycle of strategic assets — ranging from
maintenance and operational support to expansion and frontline service delivery. Services encompass
comprehensive asset management solutions and consulting services tailored to the needs of complex estates
and infrastructure.
27Half Year Report 2026 | Downer EDI Limited

Dec
2025
Transport
Energy &
UtilitiesFacilitiesUnallocatedTotal
$'m
Total revenue including joint ventures, associates
and other income
(i) (ii)
2,457.9 1,322.6 1,113.7 24.6 4,918.8
Share of sales revenue from joint ventures and
associates
(i)
(58.1) – – – (58.1)
Segment revenue and other income 2,399.8 1,322.6 1,113.7 24.6 4,860.7
Total reported segment results – EBIT before
amortisation of acquired intangibles (EBITA)
132.6 61.8 77.4 (86.9) 184.9
Amortisation of acquired intangibles (0.4) (0.2) (1.9) (6.9) (9.4)
Earnings before interest and tax (EBIT) 132.2 61.6 75.5 (93.8) 175.5
Dec
2024
Transport
Energy &
UtilitiesFacilitiesUnallocatedTotal$'m
Total revenue including joint ventures,
associates and other income
(i) (ii)
2,745.3 1,578.8 1,126.0 55.6 5,505.7
Share of sales revenue from joint ventures and
associates
(i)
(233.8) – – (50.7) (284.5)
Segment revenue and other income 2,511.5 1,578.8 1,126.0 4.9 5,221.2
Total reported segment results – EBIT before
amortisation of acquired intangibles (EBITA)
128.8 52.6 72.2 (103.5) 150.1
Amortisation of acquired intangibles (0.6) (0.2) (1.9) (14.0) (16.7)
Earnings before interest and tax (EBIT) 128.2 52.4 70.3 (117.5) 133.4
(i) This is a non-statutory disclosure as it relates to Downer’s share of revenue from equity accounted joint ventures and associates.
(ii) Included in 1H26 total revenue is $63.0 million (1H25: $401.1 million) in relation to divested businesses and assets held for sale.

Reconciliation of segment EBIT to net profit after tax:
Note
Segment Results
Dec
2025
Dec
2024
$'m$'m
Segment EBIT before Unallocated 269.3 250.9
Unallocated:
Net profit/ (loss) on divestments and exit costsB4 (5.9) (23.6)
Transformation and restructure costsB4 (16.1) (11.5)
Regulatory reviews and legal mattersB4 (6.3) (7.2)
Impairment, asset write-downs and otherB4 (13.9) (18.4)
Amortisation of Spotless and Tenix acquired intangible assets (6.9) (7.5)
Corporate costs (44.7) (49.3)
Total unallocated (93.8) (117.5)
Earnings before interest and tax 175.5 133.4
Net finance costs (34.2) (40.4)
Profit before income tax 141.3 93.0
Income tax expense (43.3) (17.5)
Profit after income tax 98.0 75.5
28Half Year Report 2026 | Downer EDI Limited

B2. Revenue
Revenue and other income
Dec
2025
Transport
Energy &
UtilitiesFacilitiesUnallocatedTotal$'m
Rendering of services
1,293.0 983.3 1,085.3 0.5 3,362.1
Construction contracts
959.9 325.8 6.6 – 1,292.3
Sale of goods
139.3 10.1 21.8 – 171.2
Total revenue from contracts with customers
2,392.2 1,319.2 1,113.7 0.5 4,825.6
Other revenue
2.1 – – 0.3 2.4
Total revenue
2,394.3 1,319.2 1,113.7 0.8 4,828.0
Net gain on sale of property, plant and
equipment
0.6 0.1 – – 0.7
Other
4.9 3.3 – 23.8 32.0
Other income
5.5 3.4 – 23.8 32.7
Total revenue and other income
2,399.8 1,322.6 1,113.7 24.6 4,860.7
Dec
2024
Transport
Energy &
UtilitiesFacilitiesUnallocatedTotal$'m
Rendering of services
1,383.4 1,233.4 1,098.1 0.5 3,715.4
Construction contracts
968.1 329.5 – – 1,297.6
Sale of goods
136.3 15.2 27.9 – 179.4
Total revenue from contracts with customers
2,487.8 1,578.1 1,126.0 0.5 5,192.4
Other revenue
2.8 – – 1.0 3.8
Total revenue
2,490.6 1,578.1 1,126.0 1.5 5,196.2
Net gain on sale of property, plant and
equipment
0.4 0.1 – – 0.5
Other
20.5 0.6 – 3.4 24.5
Other income
20.9 0.7 – 3.4 25.0
Total revenue and other income
2,511.5 1,578.8 1,126.0 4.9 5,221.2
Revenue from contracts with customers by geographical location
Dec
2025
Transport
Energy &
UtilitiesFacilitiesUnallocatedTotal$'m
Geographical location
(i)
Australia 1,438.1 1,068.4 1,003.7 0.4 3,510.6
New Zealand and Pacific 954.0 232.6 110.0 0.1 1,296.7
Rest of the world 0.1 18.2 – – 18.3
Total revenue from contracts with customers 2,392.2 1,319.2 1,113.7 0.5 4,825.6
(i) Revenue is allocated based on the geographical location of the legal entity.
29Half Year Report 2026 | Downer EDI Limited

Dec
2024
Transport
Energy &
UtilitiesFacilitiesUnallocatedTotal$'m
Geographical location
(i)
Australia 1,366.8 1,306.1 983.3 0.3 3,656.5
New Zealand and Pacific 1,121.0 254.7 142.7 0.2 1,518.6
Rest of the world – 17.3 – – 17.3
Total revenue from contracts with customers 2,487.8 1,578.1 1,126.0 0.5 5,192.4
(i) Revenue is allocated based on the geographical location of the legal entity.
B3. Employee benefits expense
Dec
2025
Dec
2024
$'m$'m
Employee benefits expense:
– Defined contribution plans costs 97.6 96.0
– Share-based employee benefits expense 1.7 2.3
– Employee benefits 1,353.6 1,517.6
– Redundancy costs
12.9
10.7
Total employee benefits expense 1,465.8 1,626.6
B4. Individually significant items
The following material items of income and expense, forming part of the unallocated segment, are relevant to an
understanding of the Group’s financial performance:
Dec
2025
Net loss on
divestments
and exit
costs
Transformation
and restructure
costs
Regulatory
reviews and
legal
matters
Impairment,
asset write-
downs and
other$'mTotal
Other income 23.9 – – – 23.9
Employee benefits expense (6.3) (10.0) – – (16.3)
Other depreciation and amortisation – – – (2.1) (2.1)
Impairment of non-current assets – – – (7.7) (7.7)
Net loss on disposal of businesses (20.6) – – – (20.6)
Other expenses from ordinary activities (2.9) (6.1) (6.3) (4.1) (19.4)
Total significant items before income tax (5.9) (16.1) (6.3) (13.9) (42.2)
Income tax (expense) / benefit (0.8) 5.6 1.8 4.1 10.7
Total significant items after income tax (6.7) (10.5) (4.5) (9.8) (31.5)
30Half Year Report 2026 | Downer EDI Limited

Divestments and exit costs
During the period, the Group finalised a number of divestments as part of its program of portfolio simplification. The
following divestment and exit costs were recognised in relation to the transactions. Refer to Note E2 for further details on
the individual transactions.
The net loss on divestments and exit costs includes:
n$5.9 million net pre-tax loss (including disposal costs) across the divestments, inclusive of:
n$6.3 million loss on exit of an Australian cleaning and catering contract within Facilities as part of portfolio
simplification strategy to exit single service line Cleaning and Catering businesses.
n$2.0 million loss on sale of the New Zealand Cleaning businesses as part of the ongoing strategy to simplify the
Facilities business and focus on core markets.
n$1.3 million net gain on disposal of the remaining 49% interest in Keolis Downer to the Keolis Group. The net gain on
disposal is inclusive of a $23.9 million dividend recognised prior to completion.
n$1.1 million net gain from the transfer and demobilisation of the Power Maintenance Contract which completed in
July 2025 within Energy & Utilities involving transfer of employees, assets and sites.
Transformation and restructure costs
Transformation and restructure costs represent costs incurred in relation to Downer’s Transformation program to
restructure its operating model and to identify opportunities for overhead savings from improved alignment and role
clarity between the Corporate and Business Unit organisation structures. The material elements of the costs associated
with the transformation and restructure are as follows:
nRedundancy and severance costs associated with ongoing review of the Group operating model
nTransformation program implementation costs including external advisor costs
nIT transformation costs, impacting workforce management, project management, ERP systems and modernising IT
infrastructure. These programs' objectives include an uplift in capability and/or cost savings.
Regulatory reviews and legal matters
Regulatory review and legal matters costs were incurred in relation to Downer's defence against actions filed against the
Company, including shareholder class actions filed in early 2023 and the action filed by the Australian Competition and
Consumer Commission (ACCC) in December 2024. These costs also relate to regulatory reviews, undertakings related
business conduct reviews and investigations, and costs associated with defending and settling historical long dated
warranty claims associated with businesses no longer in operation.
The shareholder class action and ACCC claim have been disclosed as contingent liabilities in Note C4.
Impairment, asset write-downs and other
Impairment and other asset write-downs relate to:
nA Rail site in the Transport segment totalling $10.0 million including remediation works;
nAccelerated amortisation and write-downs in relation to IT assets and discontinuation of IT development programs,
where the ongoing usage has been reviewed as part of the Technology Simplification programs to reduce
complexity and identify cost savings; and
nImpairment of right of use assets where office space has been consolidated as part of the Group's transformation
program.
31Half Year Report 2026 | Downer EDI Limited

Prior period
The Group recognised the following items as individually significant items as at 31 December 2024:
Dec
2024
Net loss on
divestments
and exit
costs
Transformation
and restructure
costs
Regulatory
reviews and
legal
matters
Impairment,
asset write-
downs and
other$'mTotal
Employee benefits expense – (7.1) – (1.0) (8.1)
Other depreciation and amortisation (3.8) – – (8.9) (12.7)
Impairment of non-current assets – – – (4.9) (4.9)
Other expenses from ordinary activities (19.8) (4.4) (7.2) (3.6) (35.0)
Total significant items before income tax (23.6) (11.5) (7.2) (18.4) (60.7)
Income tax benefit 5.0 3.5 2.1 5.5 16.1
Total significant items after income tax (18.6) (8.0) (5.1) (12.9) (44.6)
Divestments and exit costs
During the period ended 31 December 2024, the net loss on divestments and exit costs includes:
nA net pre-tax loss of $16.5 million recognised in relation to the divestment of the Catering New Zealand business
including the recognition of divestment and exit costs associated with Downer's ongoing obligations and risks
associated with the divestment.
nAccelerated amortisation on acquired intangibles from the Spotless acquisition due to disposed contracts
nOther exit costs include divestment program related costs.
Capital losses on which a deferred tax asset has not been previously recognised have been fully utilised to offset capital
gains arising on divestments during the year.
Transformation and restructure costs
Transformation and restructure costs represent expenses incurred with Downer’s Transformation program. This program
encompasses the organisational restructure, redesign of the operating model (including the adoption of a support
function hub model), development of a new people strategy (including Downer’s high-performance culture program
called The Downer Difference). It also includes capability uplift initiatives in project delivery and people management,
and a review of the IT strategy focusing on technology simplification and modernisation. Additionally, Downer launched
an optimisation program to drive significant reductions in overhead costs and a cultural shift towards continuous
improvement.
The material elements of the costs associated with the transformation and restructure are as follows:
nRedundancy and severance costs associated with ongoing review of the Group operating model, and
nTransformation program implementation costs including external advisor costs.
Regulatory reviews and legal matters
Regulatory review and legal matters costs were incurred in relation to defending the shareholder class actions filed
against the Company, including shareholder class actions filed in early 2023 and the action filed by the Australian
Competition and Consumer Commission (ACCC) in December 2024. These costs also relate to regulatory reviews,
undertaking business conduct review and investigations, and provisioning for an historical New Zealand building
warranty claim in 2001.
The shareholder class actions and ACCC claims have been disclosed as a contingent liability in Note C4.
32Half Year Report 2026 | Downer EDI Limited

Impairment, asset write-downs and other
Impairment, asset write-downs and other relate to:
nAccelerated amortisation and write-downs in relation to IT assets and discontinuation of IT development programs,
where the ongoing usage has been reviewed as part of the technology simplification program and optimise
program and aligned with the Group’s new operating model
nAccelerated amortisation on acquired intangibles from the Spotless acquisition from exited contracts
nOffice space and vehicles leases being surplus to requirements and terminated as a result of business
transformation
nClean up costs associated with asbestos related site rectification at a key Transport site.
B5. Earnings per share
Basic earnings per share
The calculation of basic earnings per share (EPS) is based on the profit/loss attributable to ordinary shareholders and the
weighted-average number of ordinary shares outstanding.
Dec
2025
Dec
2024
Profit attributable to members of the parent entity used in calculating basic EPS ($'m) 93.4 69.3
Weighted average number of ordinary shares (WANOS) on issue (m's)
(i)
668.2 670.4
Basic earnings per share (cents) 14.0 10.3
Diluted earnings per share
The calculation of diluted earnings per share is based on the following profit attributable to ordinary shareholders and
the weighted-average number of ordinary shares outstanding after adjustments for the effects of all dilutive potential
ordinary shares.
Dec
2025
Dec
2024
Profit attributable to members of the parent entity used in calculating basic EPS ($'m) 93.4 69.3
Adjustment of earnings for ROADS dividend paid ($'m) 4.6 6.2
Profit attributable to members of the parent entity used in calculating diluted EPS ($'m) 98.0 75.5
Weighted average number of ordinary shares
– Weighted average number of ordinary shares (WANOS) on issue (m's)
(i) (ii)
671.9 673.1
– Adjustments for calculation of diluted earnings per share due to ROADS (m's)
(iii)
22.4 33.5
WANOS used in the calculation of diluted EPS (m's) 694.3 706.6
Diluted earnings per share (cents)
(iv)
14.0 10.3
(i) The WANOS on issue has been adjusted by the weighted average effect of vested executive incentive shares of 37,153 (Dec 2024: 16,851).
(ii) For diluted EPS, the WANOS has been further adjusted by the potential vesting of executive incentive shares.
(iii) The WANOS adjustment is the value of ROADS that could potentially be converted into ordinary shares at the reporting date. It is calculated based on
the issued value of ROADS in New Zealand dollars converted to Australian dollars at the spot rate prevailing at the reporting date, which was
$172.7 million (Dec 24: $181.1 million), divided by the 20-day Volume-Weighted Average Price (VWAP) of the Company's ordinary shares for the period
preceding 31 December 2025 discounted by 2.5% according to the ROADS contract terms, which was $7.72 (Dec 2024: $5.41).
(iv) At 31 December 2025, the ROADS were deemed anti-dilutive and consequently, diluted EPS remained at 14.0 cents per share (Dec 2024: 10.3 cents
per share).
B6. Subsequent events
At the date of this report, there is no other matter or circumstance that has arisen since the end of the financial period,
that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or
the state of affairs of the Group in subsequent financial periods.
33Half Year Report 2026 | Downer EDI Limited

C_Operating assets and liabilities
C1Trade receivables and contract assetsC3Intangible assets
C2Trade payables and contract liabilitiesC4Contingent liabilities
C1. Trade receivables and contract assets
Dec
2025
Jun
2025
$'m$'m
Trade receivables 446.7 541.6
Contract assets
(i)
1,469.7 1,405.6
1,916.4 1,947.2
Other receivables 34.5 33.2
Loss allowance on trade receivables and contract assets arising from contracts with
customers
(22.5) (22.5)
Total trade receivables and contract assets 1,928.4 1,957.9
Included in the financial statements as:
Current
(i)
1,766.3 1,802.7
Non-current 162.1 155.2
(i) Current contract assets: $1,307.5 million (Jun 2025: $1,250.4 million).
C2. Trade payables and contract liabilities
Dec
2025
Jun
2025
$'m$'m
Trade payables 707.3 628.6
Contract liabilities 220.8 249.4
Accruals 1,033.3 1,091.7
Other payables 114.9 133.6
Total trade payables and contract liabilities 2,076.3 2,103.3
Included in the financial statements as:
Current 2,026.5 2,059.1
Non-current 49.8 44.2
34Half Year Report 2026 | Downer EDI Limited

C3. Intangible assets
Dec
2025
Goodwill
Customer
contracts
and
relationships
Brand
names on
acquisition
Intellectual
property on
acquisition
Software and
system
developmentTotal$'m
Opening cost2,564.4492.979.02.4522.53,661.2
Opening accumulated
amortisation and impairment(800.4)(386.5)(33.5)(1.3)(408.7)(1,630.4)
Balance as at 1 July 20251,764.0106.445.51.1113.82,030.8
Additions––––5.65.6
Amortisation expense–(7.4)(1.9)(0.1)(16.0)(25.4)
Internal transfers––––6.76.7
Net foreign currency exchange
differences at net book value(8.0)–(0.6)-(0.5)(9.1)
Net book value as at 31 December
20251,756.099.043.01.0109.62,008.6
Cost2,556.4491.777.92.4481.93,610.3
Accumulated amortisation and
impairment(800.4)(392.7)(34.9)(1.4)(372.3)(1,601.7)
Impairment of assets
The Group assesses at each reporting date, whether there are any indicators that assets may be impaired. If any
indicators exist, the Group estimates the recoverable amount of the asset.
Goodwill and intangible assets that have an indefinite useful life are tested annually for impairment, or more frequently if
events or changes in circumstances indicate that they might be impaired. No impairment indicators for Goodwill have
been identified at the reporting date.
As reported in the 2025 Annual Report (Note C7 Intangible Assets), the estimation of recoverable amount of CGUs to
which goodwill has been allocated involves key estimates and judgements, including projected cash flows, discount
rates, budgeted revenue growth rates, EBIT margin and long term growth rate. Projected cash flows include assumptions
in relation to contract awards, extensions and renewals, including potentially significant individual contracts that if not
won, extended or renewed or if terminated early, it is reasonably possible that this may result in an adjustment in
carrying amount of CGUs.
Since June 2025, contract awards in the Facilities segment have reduced the uncertainty at 30 June 2025 that a
reasonably possible change in assumptions would result in an adjustment to the carrying amount of the CGU.
C4. Contingent liabilities
Note
Dec
2025
Jun
2025
Bonding$'m$'m
The Group has bid bonds and performance bonds issued in respect of contract
performance in the normal course of business for controlled entitiesD2 1,176.1 1,240.4
In addition, the Group is called upon to give guarantees and indemnities to counterparties, relating to the performance
of contractual and financial obligations (including for controlled entities and related parties). Other than as noted, these
guarantees and indemnities are indeterminable in amount.
35Half Year Report 2026 | Downer EDI Limited

Other contingent liabilities
i.The Group is subject to design liability in relation to completed design and construction projects. It is not possible to
reliably estimate these claims and the Directors are of the opinion that there is adequate insurance to cover this
area. No amounts are recognised in the financial statements.
ii.The Group is subject to ongoing fitness for purpose and defect liability obligations in relation to contracts. It is not
possible to reliably estimate these obligations.
iii.The Group is subject to product liability claims. Provision is made for the potential costs of carrying out rectification
works based on known claims and previous claims history.
iv.Controlled entities have entered into various joint arrangements under which the controlled entity is jointly and
severally liable for the obligations of the relevant joint arrangements.
v.The Group carries the normal contractors’ and consultants’ liability in relation to services, supply and construction
contracts (for example, liability relating to professional advice, design, completion, workmanship and damage), as
well as liability for personal injury/property damage during the course of a project. Potential liability may arise from
claims, disputes and/or litigation/arbitration by or against Group companies and/or joint venture arrangements in
which the Group has an interest. The Group is currently managing a number of claims and dispute processes in
relation to services, supply and design and construction contracts as well as in relation to personal injury and
property damage claims arising from project delivery. Two disputes with customers in relation to contractors liability
have not been disclosed separately as disclosure can be expected to prejudice the position of the Group.
vi.In December 2022, Downer received correspondence notifying an alleged stray current defect in the depot
constructed by Downer for the High Capacity Metro Trains Project and has received subsequent correspondence
alleging that Downer is responsible for the costs of rectification. Downer denies liability and has referred the dispute
to arbitration.
vii.Since 2023, Downer has been defending a class action proceeding in which it is alleged Downer breached continuous
disclosure obligations and that it engaged in misleading or deceptive conduct in the period 23 July 2019 to
24 February 2023 by making and/or failing to correct or qualify various statements in connection with a maintenance
contract in its Australian Utilities business and Downer’s financial performance.
On 1 March 2024, Downer filed its defence to the plaintiffs’ claim (which included a proportionate liability defence
identifying Downer’s former auditor as a concurrent wrongdoer) and a third party claim against the former auditor.
On 9 August 2024, Downer filed amended pleadings which included additional claims against its former auditor. On
26 February 2025, the plaintiffs filed an amended pleading in which it named Downer’s former auditor as the second
defendant in the proceeding and made direct claims against the former auditor.
viii.On 12 December 2024, the Australian Competition and Consumer Commission (ACCC) commenced civil proceedings
against Spotless Facility Services Pty Ltd, a Downer subsidiary, relating to allegations concerning the supply of estate
maintenance and operations services to the Department of Defence. The ACCC release to ASX on 12 December 2024
includes further details. Downer denies the ACCC allegations and is defending the proceedings.
ix.In the ordinary course of business, contingent liabilities exist in respect of claims and potential claims against entities
in the consolidated entity. The consolidated entity does not consider that the outcomes of any such claims known to
exist at the date of this report, either individually or in aggregate, are likely to have a material effect on its operations
or financial position.
36Half Year Report 2026 | Downer EDI Limited

D_Capital structure and financing
D1BorrowingsD4Reserves
D2Financing facilitiesD5Dividends
D3Issued capital and non-controlling interest
D1. Borrowings
Dec
2025
Jun
2025
$'m$'m
Current
Unsecured:
– Insurance Premium Funding 1.7 –
– USD private placement notes – 152.7
– AUD private placement notes – 30.0
– AUD medium term notes 500.7 501.9
– Deferred finance charges (1.3) (1.4)
Total current borrowings 501.1 683.2
Non-current
Unsecured:
– Bank loans 300.0 300.0
– JPY medium term notes 95.4 106.1
– Deferred finance charges (1.1) (4.3)
Total non-current borrowings 394.3 401.8
Total borrowings 895.4 1,085.0
Fair value of total borrowings
(i)
892.0 1,086.4
(i) Excludes lease liabilities.
D2. Financing facilities
At reporting date, the Group had the following facilities that were unutilised:
Dec
2025
Jun
2025
$'m$'m
Syndicated loan facilities 900.0 900.0
Syndicated Bridge loan facilities 400.0 400.0
Bilateral loan facilities 325.0 325.0
Total unutilised loan facilities 1,625.0 1,625.0
Syndicated bank guarantee facilities 42.7 17.0
Bilateral bank guarantee and insurance bonding facilities 659.1 645.4
Total unutilised bonding facilities 701.8 662.4
37Half Year Report 2026 | Downer EDI Limited

Summary of borrowing arrangements
The Group’s borrowing arrangements are as follows:
Bank loan facilities
Bilateral loan facilities:
The Group has a total of $325.0 million (June 2025: $325.0 million) in committed bilateral loan facilities which are
unsecured.
Syndicated bridge loan facilities:
The Group has $400.0 million (June 2025: $400.0 million) of committed syndicated bridge loan facilities which are
unsecured,
Syndicated loan facilities:
The Group has $1,200.0 million (June 2025: $1,200.0 million) of committed syndicated bank loan facilities which are
unsecured,
USD private placement notes
USD unsecured private placement notes matured in July 2025 and were repaid (June 2025: US$100.0 million). The USD
denominated principal and interest amounts were fully hedged against the Australian dollar through cross-currency
interest rate swaps.
AUD private placement notes
AUD unsecured private placement notes matured in July 2025 and were repaid (June 2025: $30.0 million).
Medium Term Notes (MTNs)
The Group has the following unsecured MTNs on issue:
n$500.0 million (June 2025: $500.0 million) maturing April 2026
nJPY 10.0 billion (June 2025: JPY 10.0 billion) maturing May 2033
The carrying value of the AUD MTNs maturing April 2026 includes a premium of $0.7 million (June 2025: $1.9 million) over
the face value owing to the differential between the coupon rate for that instrument and the prevailing market interest
rate at the date of issue.
The JPY denominated principal and interest amounts have been fully hedged against the Australian dollar through a
cross-currency interest rate swap.
The above loan facilities and note issuances are supported by guarantees from certain Group subsidiaries.
Insurance Premium Funding
A Joint Operation in which Downer has a 50% share entered into an Insurance Premium Funding arrangement with a
maturity of July 2026. The Group has recorded $1.7 million as an unsecured current liability being our share of the
outstanding balance at 31 December 2025.
38Half Year Report 2026 | Downer EDI Limited

The maturity profile of the Group’s borrowing arrangements by financial year is represented in the below table by
facility limit:
Maturing in the period ($'m)
Bilateral
Loan
Facilities
Syndicated
Loan
Facilities
Syndicated
Bridge Loan
Facilities
USD Private
Placement
Notes
AUD Private
Placement
Notes
Medium
Term
Notes
Total
1 Jan 2026 to 30 June 2026 – – – – – 500.0 500.0
1 July 2026 to 30 June 2027 50.0 – 400.0 – – – 450.0
1 July 2027 to 30 June 2028 275.0 – – – – – 275.0
1 July 2028 to 30 June 2029 – 500.0 – – – – 500.0
1 July 2029 to 30 June 2030 – 400.0 – – – – 400.0
1 July 2031 to 30 June 2032 – 300.0 – – – – 300.0
1 July 2032 to 30 June 2033 – – – – – 95.4 95.4
Total 325.0 1,200.0 400.0 – – 595.4 2,520.4
Covenants on financing facilities
Downer Group’s financing facilities contain undertakings to comply with financial covenants so that Group guarantors of
these facilities collectively meet certain minimum threshold amounts of Group EBITA and Group Total Tangible Assets.
The main financial covenants which the Group is subject to are Net Worth, Interest Service Coverage and Leverage.
Financial covenants testing is undertaken monthly and reported at the Downer Board meetings. Reporting of financial
covenants to financiers occurs semi-annually for the rolling 12-month periods to 30 June and 31 December. Downer
Group was in compliance with all its financial covenants as at 31 December 2025.
Bank guarantees and insurance bonds
The Group has $1,877.8 million (June 2025: $1,902.8 million) of bank guarantee and insurance bond facilities to support its
contracting activities. $1,024.4 million (June 2025: $1,040.2 million) of these facilities are provided to the Group on a
committed basis and $853.4 million (June 2025: $862.6 million) on an uncommitted basis.
The Group’s facilities are provided by a number of banks and insurance companies on an unsecured and revolving
basis. $1,176.1 million (June 2025: $1,240.4 million) (refer to Note C4) of these facilities were utilised as at 31 December 2025
with $701.8 million (June 2025: $662.4 million) unutilised. These facilities have varying maturity dates that occur between
financial years 2026, 2027 and 2028.
The underlying risk being assumed by the relevant financier under all bank guarantees and insurance bonds is
corporate credit risk rather than project-specific risk.
The Group has flexibility in respect of certain committed facility amounts (shown as part of the unutilised bilateral loan
facilities) which can, at the election of the Group, be utilised to provide additional bank guarantee capacity.
Refinancing requirements
The Group will negotiate with existing and, where required, new financiers to extend the maturity date or refinance
facilities maturing within the next 12 months. The Group’s financial metrics and credit rating as well as conditions in
financial markets and other factors may influence the outcome of these negotiations. The $500 million AUD MTN
matures in April 2026 and will be replaced with a new AUD MTN issuance.
Credit ratings
The Group's external credit rating was affirmed at BBB (Outlook Stable) in May 2025, and re-affirmed at BBB (Outlook
Stable) in February 2026, reflecting a continued improvement in earnings margins, strengthened balance sheet and
leverage metrics.
39Half Year Report 2026 | Downer EDI Limited

D3. Issued capital and non-controlling interest
Dec
2025
Jun
2025
No.$'mNo.$'m
Ordinary shares 663,143,443 2,406.7 671,573,679 2,471.1
Unvested executive incentive shares 613,608 (4.8) 684,080 (5.3)
Total 2,401.9 2,465.8
Fully paid ordinary share capital
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
Dec
2025
Jun
2025
m's$'mm's$'m
Fully paid ordinary share capital
Balance at the beginning of the financial period / year 671.6 2,471.1 671.6 2,471.1
Group on-market share buy-back (8.4) (64.4) – –
Balance at the end of the financial period / year 663.2 2,406.7 671.6 2,471.1
Unvested executive incentive shares
Dec
2025
Jun
2025
m's$'mm's$'m
Unvested executive incentive shares
Balance at the beginning of the financial period / year 0.7 (5.3) 1.2 (7.2)
Vested executive incentive share transactions
(i)
(0.1) 0.5 (0.5) 1.9
Balance at the end of the financial period / year 0.6 (4.8) 0.7 (5.3)
(i) December 2025 figures relate to the second deferred component of the 2023 STI award and first deferred component of the 2024 STI award totalling
70,472 vested shares for a value of $531,706.
June 2025 figures relate to the 2021 LTI plan, second deferred component of the 2022 STI award and first deferred component of the 2023 STI award
totalling 489,766 vested shares for a value of $1,919,606.
Unvested executive incentive shares are stock market purchases and are held by the Executive Employee Share Plan
Trust under the Long-Term Incentive (LTI) plan. LTI plans are not entitled to dividend equivalent payments and no
dividends will be distributed on shares held in trust during the performance measurement and service periods. Excess
net dividends are retained in the trust to be used by the Company to acquire additional shares on the market for
employee equity plans.
Non-controlling interest – Redeemable Optionally Adjustable Distributing Securities (ROADS)
The following table summarises the information relating to each of the Group’s subsidiaries that has material non-
controlling interest (NCI), before any intra-Group eliminations.
Dec
2025
Jun
2025
$'m$'m
200,000,000 ROADS (Jun 2025: 200,000,000) 178.6 178.6
Total 178.6 178.6
40Half Year Report 2026 | Downer EDI Limited

The non-controlling interest relates to the issue of 200,000,000 fully paid Redeemable Optionally Adjustable Distributing
Securities (ROADS) with a nominal value of NZ$1 each in Works Finance (NZ) Limited. ROADS are classified as equity as
they bear discretionary dividends, are only redeemable into shares of the Company at the option of Works Finance (NZ)
Limited, holders cannot request redemption, they do not contain any contractual obligations to deliver cash or financial
assets and do not require settlement in a variable number of equity instruments of Works Finance (NZ) Limited.
In accordance with the terms of the ROADS preference shares, the dividend rate for the one year commencing
15 June 2025 is 7.27% per annum (2024: 9.43% per annum) which is equivalent to the one year swap rate on 16 June 2025 of
3.22% per annum plus the step-up margin of 4.05% per annum. ROADS distribution net of imputation credit of 28% is 5.23%
(2024: 6.79%).
D4. Reserves
Dec
2025
Hedge
Reserve
Foreign
currency
translation
reserve
Employee
benefits
reserve
Equity
reserve
Fair value
through OCI
reserve
Total
attributable
to owners of
the parent
$'m
Balance at 1 July 2025 (7.5) (30.0) 15.6 25.5 (1.5) 2.1
Foreign currency translation
difference
– (29.4) – – – (29.4)
Actuarial movement on net
defined benefit plan obligations
– – (2.4) – – (2.4)
Income tax effect of actuarial
movement on defined benefit
plan obligations
– – 0.7 – – 0.7
Change in fair value of cash flow
hedges (net of tax)
4.3 – – – – 4.3
Change in fair value of unquoted
equity investments
– – – – 0.2 0.2
Total comprehensive income/
(loss) for the year
4.3 (29.4) (1.7) – 0.2 (26.6)
Vested executive incentive share
transactions
– – (0.5) – – (0.5)
Share-based employee benefits
expense
– – 1.7 – – 1.7
Income tax relating to share-
based transactions during the
year
– – 0.1 – – 0.1
Balance at 31 December 2025 (3.2) (59.4) 15.2 25.5 (1.3) (23.2)
Hedge reserve
The hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging
instruments relating to future transactions.
Foreign currency translation reserve
The foreign currency translation reserve comprises foreign exchange differences arising from the translation of the
financial statements of operations where their functional currency is different to the presentation currency of the Group.
Employee benefits reserve
The employee benefits reserve is used to recognise the fair value of share-based payments issued to employees over
the vesting period, and to recognise the value attributable to the share-based payments during the reporting period.
This reserve also includes the actuarial gain/loss arisen on the defined benefit plan.
41Half Year Report 2026 | Downer EDI Limited

Equity reserve
The equity reserve accounts for the difference between the fair value of, and the amounts paid or received for, equity
transactions with non-controlling interests.
Fair value through OCI reserve
The fair value through OCI reserve comprises the cumulative net change in the fair value of equity investments
designated as FVOCI.
D5. Dividends
(a) Ordinary shares
2026202520252024
InterimFinalInterimFinal
Dividend per share (in Australian cents) 12.9 14.1 10.8 11.0
Franking percentage 100 % 100 % 75 % 50 %
Cost (in $’m) 85.5 94.7 72.5 73.9
Dividend record date4/3/264/9/2527/2/2516/9/24
Payment date2/4/262/10/2527/3/2515/10/24
The Interim 2026 dividend has not been declared at the reporting date and therefore is not reflected in the condensed
consolidated financial statements.
(b) Redeemable Optionally Adjustable Distributing Securities (ROADS)
2026Quarter 1Quarter 2Total
Dividend per ROADS (in Australian cents) 1.15 1.13 2.28
New Zealand imputation credit percentage 100 % 100 % 100 %
Cost (in A$’m) 2.3 2.3 4.6
Payment date15/9/2515/12/25
2025Quarter 1Quarter 2Quarter 3Quarter 4Total
Dividend per ROADS (in Australian cents) 1.56 1.54 1.54 1.58 6.22
New Zealand imputation credit percentage 100 % 100 % 100 % 100 % 100 %
Cost (in A$’m) 3.1 3.1 3.1 3.1 12.4
Payment date16/9/2416/12/2417/3/2516/6/25
42Half Year Report 2026 | Downer EDI Limited

E_Group structure
E1Joint arrangements and associate entitiesE2Disposal of businesses
E1. Joint arrangements and associate entities
Interest in joint ventures and associate entities
Dec
2025
Note$'m
Interest in joint ventures at the beginning of the financial period 15.0
Share of net profit
(i)
6.9
Share of distributions (3.4)
Foreign currency exchange differences (0.6)
Interest in joint ventures at the end of the financial period 17.9
Total interest in joint ventures and associates 17.9
(i) The share of net profit is equal to the share of total comprehensive income for all joint ventures.
The Group has interests in the following joint ventures and associates which are equity accounted:
Ownership interest
Name of arrangementPrincipal activity
Principal place
of business
Dec
2025
Jun
2025
%%
Joint Ventures
Allied Asphalt LimitedAsphalt plantNew Zealand 50 50
Bitumen Importers Australia Joint VentureBitumen importerAustralia 50 50
Bitumen Importers Australia Pty LtdBitumen importerAustralia 50 50
EDI Rail-Alstom Transport Pty LtdSale and maintenance of railway
rollingstock
Australia 50 50
Emulco LimitedEmulsion plantNew Zealand 50 50
Isaac Asphalt LimitedManufacture and supply of asphaltNew Zealand 50 50
Associates
Keolis Downer Pty Ltd
(i)
Operation and maintenance of
Gold Coast light rail, Adelaide
metro, and bus operations
Australia – 49
(i) Downer’s interest in Keolis Downer was classified as held for sale during the year ended 30 June 2025. On 1 July 2025, Downer entered into a sale
agreement of its 49% interest, which completed on 1 December 2025. Refer to Note E2. Disposal of businesses for more information.
43Half Year Report 2026 | Downer EDI Limited

E2. Disposal of businesses
Current period divestments
Cleaning New Zealand
On 13 March 2025, Downer entered into an agreement with Dimeo to sell its New Zealand Cleaning business. The sale
completed on 31 July 2025 with net settlement of $3.3 million paid, resulting in a pre-tax loss of $2.0 million.
Downer's interest in Keolis Downer
At 31 December 2024, Downer's 49% interest in Keolis Downer Pty Ltd (in the Transport segment) was classified as an asset
held for sale and equity accounting ceased. The group entered into a sale agreement on 1 July 2025 to sell its 49%
interest to the Keolis Group. As a result of the agreement between Keolis Group and Downer, adjusted for expected
working capital movements, completion adjustments, transaction costs and warranties, the carrying value of the
investment was remeasured to $65.8 million at 30 June 2025.
Immediately prior to completion on 1 December 2025, a dividend of $27.3 million was received by Downer. This dividend
was comprised of a distribution from historical profits of $23.9 million as well as $3.4 million paid from profits earned from
1 July 2025 to completion. The distribution from historical profits has been recognised in Individually Significant Items in
line with policy, whilst the distribution from current period profits has been recognised in underlying earnings.
As a result of the dividend payment, and after adjusting for working capital and completion adjustments, a net gain on
disposal of $1.3 million was recognised on completion of the transaction on 1 December 2025. Deferred consideration of
$0.8 million has been recognised as a financial asset.
Energy & Utilities customer contract
In the prior year, the Energy & Utilities business entered into an agreement to transfer the assets and liabilities relating to
a customer contract to a third party as part of a demobilisation and exit agreement. The assets and liabilities connected
with the transfer were classified as held for sale and transferred on 31 July 2025, resulting in a gain on disposal of $1.1 million
after completion adjustments.
44Half Year Report 2026 | Downer EDI Limited

F_Other
F1New accounting standardsF2Other financial assets and liabilities
F1. New accounting standards
(a) New and amended accounting standards adopted by the Group
During the period, the Group has applied a number of new and revised accounting standards issued by the Australian
Accounting Standards Board (AASB) that are effective for accounting periods that begin on or after 1 July 2025, as follows:
nAASB 2023-5 Amendments to Australian Accounting Standards – Lack of Exchangeability
None of the above new and amended accounting standards have had a significant impact on the Group’s condensed
consolidated financial statements.
(b) New accounting standards and interpretations not yet adopted
No new or amended accounting standards or interpretations that are not yet mandatory have been early adopted.
The following are not expected to have a material impact on the Group’s financial report on adoption but may result in
additional disclosure in the financial statements:
nAASB 2024-2 Amendments to Australian Accounting Standards – Classification and Measurement of Financial
Instruments
nAASB 2024-3 Amendments to Australian Accounting Standards – Annual Improvements Volume 11
nAASB 2014-10 Amendments to Australian Accounting Standards – Sale of Contribution of Assets between an Investor and
its Associate or Joint Venture.
Management is still in the process of determining the impact of the following:
nAASB 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after
1 January 2027).
(c) AASB sustainability reporting standards
The Australian climate-related financial disclosures legislation received Royal Assent in September 2024, under the
Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024 ('Act'). Following the Act's
enactment, the AASB introduced the first set of Australian Sustainability Reporting Standards (ASRS).
These standards include:
nASRS 1 General Requirements for Disclosure of Sustainability-related Financial Information
nASRS 2 Climate-related Disclosures
nAmendments to the SASB standards to enhance their international applicability.
The Act requires the Consolidated Entity to commence reporting for its financial year commencing 1 July 2025. The Group
will apply the new and revised sustainability reporting standards to the upcoming 2026 Sustainability Report.
45Half Year Report 2026 | Downer EDI Limited

F2. Other financial assets and liabilities
Financial assetsFinancial liabilities
Dec
2025
CurrentNon-currentCurrentNon-current
$'m
At amortised cost
(i)
:
Other financial assets 1.2 2.5 – –
Advances to/from joint ventures and associates 8.2 3.0 0.9 –
Deferred consideration – 0.8 – –
9.4 6.3 0.9 –
At fair value:
Level 2
Foreign currency forward contracts – Cash flow hedge 1.1 – 2.1 0.2
Cross-currency and interest rate swaps – Cash flow hedge 0.9 2.0 4.8 26.0
2.0 2.0 6.9 26.2
Level 3
Unquoted equity investments – Fair value through OCI – 16.1 – –
– 16.1 – –
Total 11.4 24.4 7.8 26.2
(i) Due to the short-term nature of the other current receivables, their carrying amount is considered to be the same as their fair value. For the majority of
the non-current receivables, the fair values are also not significantly different from their carrying amounts.
Financial assetsFinancial liabilities
Jun
2025
CurrentNon-currentCurrentNon-current
$'m
At amortised cost
(i)
:
Other financial assets 1.0 1.9 – –
Advances to/from joint ventures and associates 1.4 3.4 1.4 –
Deferred consideration 3.5 – – –
5.9 5.3 1.4 –
At fair value:
Level 2
Foreign currency forward contracts – Cash flow hedge 1.2 0.6 0.4 –
Cross-currency and interest rate swaps – Cash flow hedge 23.4 – 6.4 19.4
24.6 0.6 6.8 19.4
Level 3
Unquoted equity investments – Fair value through OCI – 16.9 – –
– 16.9 – –
Total 30.5 22.8 8.2 19.4
(i) Due to the short-term nature of the other current receivables, their carrying amount is considered to be the same as their fair value. For the majority of
the non-current receivables, the fair values are also not significantly different from their carrying amounts.
46Half Year Report 2026 | Downer EDI Limited

Reconciliation of Level 3 fair value measurements of financial assets
The fair value of Level 3 investments has decreased by $0.8 million from prior year (Jun 25: $0.9 million decrease) due to
revaluation and return on investment.
Recognition and measurement
Fair value measurement
When a derivative is designated as the cash flow hedging instrument, the effective portion of changes in the fair value of
the derivative is recognised in Other comprehensive income and accumulated in the hedging reserve. Any ineffective
portion of changes in the fair value of the derivative is recognised immediately in profit or loss.
Valuation of financial instruments
For financial instruments measured and carried at fair value, the Group uses the following to categorise the
methods used:
nLevel 1: fair value is calculated using quoted prices in active markets for identical assets or liabilities
nLevel 2: fair value is estimated using inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (as prices) or indirectly (derived from prices)
nLevel 3: fair value is estimated using inputs for the asset or liability that are not based on observable market data.
During the year there were no transfers between Level 1, Level 2 and Level 3 fair value hierarchies.
The following table shows the valuation technique used in measuring Level 2 and 3 fair values, as well as significant
unobservable inputs used:
TypeValuation techniqueSignificant unobservable input
Cross-currency and interest rate
swaps
Calculated using the present value of the
estimated future cash flows based on
observable yield curves.
Not applicable.
Foreign currency forward
contracts
Calculated using forward exchange rates
prevailing at the balance sheet date.
Not applicable.
Unquoted equity investmentsCalculated based on the Group’s interest in
the net assets of the unquoted entities.
Assumptions are made with regard to
future expected revenues and discount
rates. Changing the inputs to the
valuations to reasonably possible
alternative assumptions would not
significantly change the amounts
recognised in profit or loss, total assets
or total liabilities, or total equity.
47Half Year Report 2026 | Downer EDI Limited

Directors' Declaration
for the half-year ended 31 December 2025
In the opinion of the Directors of Downer EDI Limited:
a.The condensed consolidated half-year financial statements and notes set out on pages 22 to 47 are in accordance
with the Australian Corporations Act 2001 (Cth), including:
i.Complying with Accounting Standard AASB 134 Interim Financial Reporting, the Corporations Regulations 2001 and
other mandatory professional reporting requirements; and
ii.The financial statements and notes thereto give a true and fair view of the Group's financial position as at
31 December 2025 and of its performance for the six-month period ended on that date;
b.There are reasonable grounds to believe that Downer EDI Limited will be able to pay its debts as and when they
become due and payable;
c.The Directors have been given the declarations required by section 295A of the Corporations Act 2001 (Cth).
Signed in accordance with a resolution of the Directors made pursuant to Section 303(5) of the Corporations Act
2001 (Cth).
On behalf of the Directors
Mark MenhinnittPeter Tompkins
Chair Managing Director and Chief Executive Officer
Sydney, 19 February 2026
48Half Year Report 2026 | Downer EDI Limited