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Downer EDI Limited

ASX: DOWIndustry: Infrastructure & Facilities ServicesAuditor: PricewaterhouseCoopersFY2026Group: Group 1
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GovernanceGovernance

AASB S2 paragraphs 5–7, Aus7.1

Governance body oversight and management's role

Reported

Governance bodies and oversight (p. 58). The Board oversees climate-related risks and opportunities, approves the near-term and long-term climate targets and climate-related disclosures, and receives climate updates at least quarterly, including annual reviews of progress towards targets. The Zero Harm Committee is the primary Board committee with climate oversight (five meetings in FY26, climate discussed at every meeting). The Audit and Risk Committee oversees risk management and climate-related financial disclosures. The People and Culture Committee oversees short-term incentive measures linked to climate and decarbonization. Board and Committee charters were revised in FY26 to reflect climate oversight roles. No material climate-related trade-offs requiring Board-level consideration were identified in FY26.

Skills (p. 57). The Nominations Committee considers climate-related skills when selecting directors. Directors complete an annual skills self-review questionnaire, reflected in the board skills matrix, and in FY26 completed tailored climate-related training covering AASB S2 requirements.

Management (p. 58). The Board delegates climate oversight to the Chief Executive Officer (ultimate management responsibility), then the Executive Leadership Team (monthly reports to the Board), the Chief Financial Officer and the Executive General Manager Sustainability and Environment (day-to-day responsibility).

StrategyStrategy

AASB S2 paragraphs 10–11

Climate-related risks and opportunities

Reported

Downer prioritized five climate-related risks and opportunities (p. 59) and reassessed them as still valid in FY26 (p. 60). Identification drew on Downer's risk registers, strategy documents and prior climate risk assessments; workshops rated likelihood and consequence over three time horizons; results were prioritized at Group level (p. 59).

Item (p. 60)TypeTheme
Energy price volatility, including potential carbon pricingRiskTransition – Policy & Legal
Lower emissions technology investment riskRiskTransition – Technology
Extreme weatherRiskPhysical – Acute
Increased customer spending on infrastructure as a result of extreme weather eventsOpportunityPhysical – Acute
Supporting customer decarbonisation and energy transition effortsOpportunityTransition – Technology
Time horizon (p. 60)PhysicalTransition
Short term20302030
Medium term20502040
Long term20702050

Both short terms inform near-term capital allocation decisions, and the physical short term aligns with the business planning cycle. Transition horizons are checkpoints on the decarbonization pathway, with 2050 aligned to the Paris Agreement objective and the Net Zero target. The physical long term aligns with asset lives and long-term maintenance contracts.

AASB S2 paragraph 13

Business model and value chain

Reported

Value chain (p. 59). Risks and opportunities were identified with reference to key stages and relationships across the value chain: suppliers and materials, subcontractors, own operations, customers, end markets and operating geographies.

Where concentrated (pp. 61–64). Printed against each item: energy price volatility, Transport and Energy & Utilities; lower emissions technology investment risk, Transport (asphalt and fleet); extreme weather, Transport; increased customer spending on infrastructure, Transport. No concentration is printed for supporting customer decarbonisation and energy transition efforts, where the highest growth is anticipated in the facilities sector (p. 65). Unless noted, items apply across all sectors and geographies (p. 60).

Effects (pp. 61–68). Energy price volatility may increase operating costs and affect margins where costs cannot be fully recovered through contracts, including potential carbon price pass-through from suppliers (p. 61). Extreme weather may disrupt operations, delay project delivery and increase repair and remediation costs; FY26 revenue was lost mainly through lower asphalt production and road surfacing (p. 63). Downer's view is that its strategy and business model are resilient and not expected to change materially across the scenarios, with opportunities expected to provide growth primarily within Energy & Utilities (p. 68).

AASB S2 paragraph 14

Strategy and decision-making

Reported

Transition plan (pp. 69–71). Business Unit plans inform a Group pathway to 2050: Scope 1 and 2 reductions of 50% by 2032 and net zero by 2050 against an FY20 baseline of 346,684 tCO2-e; FY26 emissions were 28% below it. The 2032 target is expected to come from five levers: grid decarbonization, light and heavy vehicle fleet transition, plant electrification and asphalt efficiencies. Beyond 2032 the pathway relies on technologies expected to mature, including hydrogen or ambient-temperature asphalt production and battery-electric heavy vehicles at scale. The residual 10% is to be covered by offsets that may be procured in the 2040s, subject to the 90% reduction.

Assumptions and dependencies (p. 71). Pace of technology and alternative fuel adoption; supply chain availability and feasibility of alternative fuel fleets and charging infrastructure; demand for Downer's services; customer co-investment; and the Australian Government achieving 82% renewable electricity generation by 2030.

Efforts and resourcing (pp. 59, 69, 71, 76). FY26 initiatives abated 902 tCO2e (renewable energy consumption), 3,953 (fleet removal and conversion), 532 (production processes) and 561 (fixed assets). Indirect efforts include supplier engagement, the CDP Supply Chain Program and lower-emissions products Reconophalt and BioBind. Resources: the Group Sustainability and Environment team, IBM Envizi, external advisors and an Investment Committee applying funding thresholds.

AASB S2 paragraphs 15–21

Financial position, financial performance and cash flows

Partial
Partial disclosure: Anticipated effects on financial position, financial performance and cash flows are given qualitatively for most items. Several effects the report itself expects to be material carry no amount or range: technology investment risk at 2040 and 2050 (plant and equipment, inventory and cost of goods sold), increased customer spending on infrastructure (annual revenues, all scenarios) and customer decarbonization work (medium to long term). The wet-weather impact is quantified but no figure is printed. Reasons are stated item by item and for combined effects, but AASB S2 paragraphs 19 to 21 are not cited.

Current effects (pp. 61–65). No specifically or separately identifiable material FY26 effect on Group carrying amounts, cash flows or financial performance for energy price volatility, technology investment risk or increased customer spending on infrastructure. Prolonged exposure to rain and severe weather events lost FY26 revenue (no amount). Customer renewable infrastructure, electrification and decarbonization projects resulted in approximately $270 million in revenues.

Anticipated effects (pp. 61–65). Energy price volatility: no material impact currently expected (2030, 2040, 2050). Technology investment risk: none expected at 2030; at 2040 and 2050 assessed qualitatively because data was not sufficiently complete, consistent or reliable, with a material increase expected in plant and equipment and inventory costs and cost of goods sold. Extreme weather: rainfall and flooding impacts quantified (no figure printed), described as not material under all scenarios; severe weather events assessed qualitatively. Both opportunities: no impacts disclosed due to measurement uncertainty.

Other (pp. 60, 65). None of the risks and opportunities poses a significant risk of a material adjustment in FY27 to carrying amounts in the FY26 financial statements. Combined financial effects are not quantified because combining across horizons and scenarios would not produce useful information. Capital deployment and funding integration is cross-referred to pages 39 and 74.

AASB S2 paragraph 22

Climate resilience and scenario analysis

Reported

How the analysis was done (pp. 66–67). Scenario analysis was run on a standalone basis in FY25 across all Downer Group operations and reassessed in FY26, using NGFS Climate Scenarios and the IPCC Sixth Assessment Report. Selection considered data specific to Australia and New Zealand, alignment with the temperature pathways required by AASB S2 and relevance to operations; assumptions cover policy and carbon pricing, macroeconomics, regional factors, energy mix and technology.

ScenarioNGFS inputIPCC input
Low climate changeOrderly, net zero 2050 (1.5°C)1.8°C; SSP 1; RCP 2.6
Medium climate changeDisorderly, delayed transition (2°C)2.7°C; SSP 2; RCP 4.5
High climate changeCurrent policies (3°C)3.6°C; SSP 3; RCP 7.0

Resilience assessment (p. 68). Downer concludes its strategy and business model are resilient and not expected to change materially across the scenarios. Capacity to adapt is described for the short term (operational controls, asset management, business continuity), medium term (capital investment, decarbonization initiatives) and long term (aligning services with customer demand). Stranded asset risk is considered limited, and operating cash generation, balance sheet capacity and access to financing are considered sufficient. Listed uncertainties include hazard projections, policy, technology, customer demand and the extent of effects on revenue, costs, asset values and capital expenditure.

Risk ManagementRisk Management

AASB S2 paragraphs 24–26, Aus26.1

Processes for identifying, assessing and managing climate-related risks

Reported

Downer identifies, assesses, prioritizes, monitors and manages climate-related risks and opportunities through a Climate-related Risks and Opportunities Procedure developed in FY26, aligned with its Group Risk Management Framework and ultimately governed by the Zero Harm Committee (p. 72).

Identification, assessment and prioritization (pp. 59, 72). Climate change is incorporated in the Group Strategic Risk Register, and consolidated Group and Business Unit registers go to the Audit and Risk Committee at least bi-annually. Business Unit strategic risk reviews apply the Risk and Opportunities Framework, with defined thresholds and classification matrices, and consider nature, timing and likelihood as well as Downer's vulnerability and capability to respond. Business Units reprioritize risks at least every six months. Climate-related risks and opportunities were assessed and ranked alongside other strategic risks in FY25 through the three-phase process on p. 59.

Monitoring (p. 72). Management monitors climate-related risks, opportunities and metrics at least annually, reporting to the Zero Harm Committee and Board.

Integration (p. 72). Climate is integrated into the strategic enterprise risk process (assessed bi-annually), the budget review process for investment initiatives, the Financial and Corporate Governance Self-Assessment questionnaire, and consideration of insurance coverage for weather-related losses and business disruption.

Metrics & TargetsMetrics and Targets

AASB S2 paragraphs 29–31

Climate-related metrics

Partial
Partial disclosure: Scope 3 emissions are not disclosed: the report claims the first-year relief in AASB S2 paragraph C4(b) (pp. 56, 73). No comparatives are given, under relief C3 (pp. 56, 74), and the prior-period measurement method (NGER Scheme) is kept under relief C4(a) (pp. 56, 77). The other categories (Scope 1 and 2, assets and revenue vulnerable or aligned, capital deployment, internal emissions price, remuneration) are disclosed, although capital deployment is a statement that no material capital expenditure was deployed rather than an amount.

Greenhouse gas emissions, FY26 (p. 75)

Metric2026
Scope 1 (tCO2-e)221,006
Scope 2 (tCO2-e) (location based)29,668
Scope 2 (tCO2-e) (market based)28,011
Total Scope 1 and 2 (location based) (tCO2-e)250,674
Total Scope 1 and 2 (market based) (tCO2-e)249,017
Scope 1 and 2 (location based) emissions intensity (tCO2-e/$AUDmil)25.72
Scope 1 and 2 (market based) emissions intensity (tCO2-e/$AUDmil)25.55

Measurement follows the NGER Scheme and the Operational Control approach (pp. 56, 77). Scope 1 is 167,380 consolidated accounting group, 53,538 subcontractor-operated assets and 88 joint arrangements (p. 75). Scope 3 is not disclosed (relief C4(b), pp. 56, 73) and no comparatives are given (relief C3, p. 74).

Other categories (p. 74)

Climate-related metricFY26 performance $m (%)
Assets vulnerable to extreme weather (fixed assets and inventories)386 (6%)
Revenue vulnerable to transition risks (Transport: asphalt production and fleet)1,710 (18%)
Activities aligned with climate opportunities (revenue, Downer-derived taxonomy)5,435 (56%)

Capital deployment: no material capital expenditures towards climate-related risks and opportunities in FY26. Internal emissions price: none set. Remuneration: a decarbonization element is 10% of the total Short-Term Incentive (STI) scorecard; climate-linked remuneration ranged from 2% to 4% of total Executive Management remuneration.

AASB S2 paragraphs 33–36, Aus37.1

Climate-related targets

Reported

Targets (p. 73)

Near-termLong-term
Target50% reductionNet zero (with an associated gross 90% reduction)
Target year20322050
BasisAbsolute, grossNet, inclusive of residual carbon offsets

Both cover Scope 1 and 2 (market-based) emissions and all greenhouse gases reported under the NGER framework (CO2, CH4, N2O, HFCs, PFCs, SF6 and NF3), against an FY20 baseline of 346,684 tCO2-e within Downer's operational control (restated in FY26). Both were developed with SBTi tools on a 1.5°C-aligned pathway, are not SBTi validated and were not derived using a sectoral decarbonization approach. The objective is mitigation, with regard to a 1.5°C-consistent pathway under the Paris Agreement, informed by Australia's commitment to net zero emissions by 2050. No formal interim milestones are set. The Zero Harm Committee reviews progress and target appropriateness annually.

Performance (pp. 69, 75). FY26 Scope 1 and 2 emissions of 249,017 tCO2-e were 28% below the FY20 baseline; Downer considers it is on track for its near-term target.

Offsets (p. 71). The residual 10% is to be covered by certified carbon removal or neutralizing offsets, which may be procured in the 2040s, with no bias towards nature-based or technological removal.

Other (p. 73). An emissions intensity target under the Sustainability Linked Loan set an FY26 target of 25.82 against an FY20 baseline of 31.68. No Scope 3 target is disclosed (relief C4(b)).