Ventia Services Group
GovernanceGovernance
Governance body oversight and management's role
Board and management's role in governance
The governance bodies responsible for overseeing climate-related risk and opportunities, and their responsibilities, are set out below. The Board and Committees' responsibilities are reflected in respective charters, which are reviewed annually. The Board delegates day-to-day responsibility of executing strategy, including climate-related matters, to the Managing Director and Group CEO.
Board & Committees: The Board has ultimate oversight of the Group's strategic direction on sustainability, including the oversight of the Group's climate-related risks and opportunities. It ensures that sustainability is integrated into the Group's corporate strategy. In particular, the Board considers how the Group's strategy, performance objectives and risk management processes and policies are designed to respond to climate-related risks and opportunities. The Board's oversight of climate-related risks and opportunities is supported by the Committees. The Board is informed at least annually about climate-related risks and opportunities. The Board approved the Group's climate-related target and plans for FY25 in February 2025, on recommendation from the Safety & Sustainability Committee (SASC). In FY25, the Board considered no trade-offs associated with climate-related risks and opportunities in its decision on major transactions.
Safety & Sustainability Committee (SASC): Oversees workplace safety, health, environment and sustainability (including climate) matters. Responsibilities: reviewing and recommending to the Board the Group's sustainability strategy, plans and targets annually; overseeing processes for identification, management and reporting of climate-related risks and opportunities; reviewing and monitoring execution of the Group's climate transition plan; monitoring of progress towards climate targets quarterly. The SASC met four times in FY25 and was informed on climate related risks and opportunities through discussion with management. Climate-related targets and plans for FY25 were discussed with management, endorsed and recommended to the Board in February 2025 for approval. The SASC discussed targets and transition planning at its December 2025 meeting.
Audit, Risk & Compliance Committee (ARCC): Oversees corporate governance, financial reporting, internal control structure, risk management systems, internal and external audit functions, and compliance with all applicable laws and regulations. Responsibilities: overseeing the Group's Risk and Opportunity Management Framework, which covers climate-related risk and opportunities; recommending to the Board the appropriate level of financial and non-financial risks (including climate-related risks) that the Group should be prepared to accept; recommending to the Board the level of assurance for climate-related disclosures; reviewing climate-related disclosures (AASB S2) and recommending for approval by the Board. The ARCC met four times in FY25 and was informed on enterprise risks and climate-related disclosures.
People & Remuneration Committee (PRC): Assists the Board in the effective discharge of its responsibilities for people and remuneration matters. Responsibilities: overseeing the Group's Remuneration Framework; reviewing remuneration outcomes applicable to the Managing Director and Group CEO, Executive Leadership Team and senior management through the achievement of annual and long-term targets (including climate-related targets). The PRC met five times in FY25. It approved the targets for incentive plans in the February 2025 meeting; and received updates on performance against targets in the August and December meetings.
Managing Director and Group CEO: Manages Ventia in accordance with the strategy, business plans and policies approved by the Board including ensuring resourcing for the governance and implementation of climate strategy.
Climate Governance Steering Committee (CGSC): Established in 2025 and comprises the Group Executive, People, Safety & Sustainability; Chief Financial Officer; and Group General Counsel. Responsibilities: oversight of identification of climate-related risks and opportunities and assessment of their impact; oversight of climate-related initiatives across the Group, including strategies to respond to the Group's climate-related risk and opportunities; review and endorsement of the Group's Climate Transition Action Plan; oversight of the setting and measurement of climate-related metrics and targets, and progress towards achieving those targets. The CGSC met 6 times in 2025 and provides quarterly updates to the SASC on sustainability-related matters.
Climate Working Group: A cross-functional climate working group reports to the CGSC and is responsible for the operation of climate-related projects and activities including effective execution of internal processes and controls. The Climate Working Group met 18 times in 2025.
Controls and procedures used by management to support oversight of climate matters
The Board has endorsed a documented process to ensure the Group has internal processes, plans and controls for preparing climate-related information for the Sustainability Report. The process details roles and responsibilities in relation to activities, including scenario analysis, risk and opportunity assessment, transition planning, assessment of financial impact and measurement of GHG emissions. The CGSC was established in Q1 2025 to provide governance oversight of climate-related risks and opportunities and the Group's climate initiatives. The CGSC provides oversight of approved processes, including the verification and management's review of climate-related metrics and information. The CGSC is supported by the CWG in fulfilling management's responsibility to identify climate-related risks and opportunities and monitor performance in managing them. The CGSC receives quarterly updates from the CWG, a cross-functional team with members from Finance, Sustainability, Legal, Risk and Insurance, Strategy, Investor Relations and Supply Chain. Controls and procedures, such as those to identify and assess climate-related risks and opportunities, and the review and endorsement by Group Executives, are used to support these activities under the Group's Risk Management Framework. Management has established controls and procedures to ensure the accuracy and reliability of climate-related information, including: regular review of management reporting provided to governance bodies, including oversight of key climate-related metrics, risks, opportunities and targets; cross functional review of climate-related disclosure by the CWG, leveraging internal subject matter experts; review of the measurement and estimation of GHG emissions, to support monitoring progress towards achieving targets; internal review of financial impacts of climate-related risks and opportunities to ensure these impacts are accurately recorded.
Climate-related skills and experience
The Company's Directors undertake a self-assessment of their individual skills and experience annually. The Board Skills Matrix identifies seven Directors with skills and experience in sustainability governance (including the identification and management of climate-related risks and opportunities). The Board Nominations Committee is responsible for ensuring that the Board comprises Directors who collectively have the skills, knowledge and experience needed to support the Group to achieve its strategic objectives and fulfill its legal and regulatory requirements, including sustainability and climate-related governance. The SASC Charter requires members to have recent and relevant skills and competencies to provide oversight of sustainability matters, including strategies to respond to climate-related risks and opportunities. To stay current with climate oversight trends, all Directors undertook the Australian Institute of Company Directors Climate Governance online course in 2025. At the August 2025 meeting of the SASC, an external climate specialist provided a briefing on climate governance, Board roles and responsibilities, and an update on current market practices as well as a discussion on insights taken from the course.
Remuneration
The PRC reviews the Group's Remuneration Framework and outcomes applicable to the Managing Director and Group CEO, Executive Leadership Team and senior management to ensure they support the Group's strategic objectives and shareholder value creation over the long-term, through the achievement of annual and long-term targets. The Remuneration Framework is underpinned by short- and long-term objectives that guide decisions and behaviours of the Group's senior leaders. The Short-Term Incentive (STI) is approved annually by the Board and focuses on the achievement of annual goals. All STI participants are required to meet objectives in a scorecard, including the achievement of greenhouse gas emissions reduction targets (measured in Scope 1 and 2 emissions intensity), which carries a 5% weighting. The SASC oversees the setting and monitoring of climate-related targets. In 2025, 1.9% of the Group's Key Management Personnel's total maximum remuneration opportunity was dependent on achieving climate-related objectives.
StrategyStrategy
Climate-related risks and opportunities
As an essential services provider supporting infrastructure assets across Australia and New Zealand, the Group recognises climate change as a long-term driver of its strategy and decision-making. The Group's customers are increasingly focused on adapting infrastructure to withstand climate-related physical and transition risks.
The Group has identified climate-related risks and opportunities through its Risk Management Framework, engaging internal and external subject matter experts to consider any potential effects to its business model and value chain.
Identified climate-related risks
- Disruption risk from acute and chronic climate events (Physical Risk): The Group operates and maintains assets vulnerable to disruption, including roads, communications networks and facilities. More frequent and severe climate events such as storms, heat stress, bushfires and droughts may limit access to sites and create conditions unsuitable for employees and subcontractors, resulting in lost revenue and increased operating costs.
- Transitioning in step with climate policies and market expectations (Transition Risk): As the economy transitions to net zero emissions, the Group will need to adapt to evolving climate policy and market expectations, including customers requiring strong climate credentials.
- Supply chain disruption (Physical and Transition Risk): Climate change can affect the Group's supply chain and input costs through (1) physical disruptions from extreme weather damaging supplier facilities/transport routes, and (2) transition impacts from policies or market shifts driving up prices of certain goods and services (e.g. fuel, cement, steel).
Identified climate-related opportunities
- Supporting energy transition build-out, operations and maintenance: The shift toward renewable energy and electrification in Australia and New Zealand brings new opportunities including upgrades to electricity transmission networks, renewable generation infrastructure and integration of new technologies.
- Supporting our customers in decarbonisation, climate adaptation and response to extreme weather events: Customers face challenges from decarbonising operations to adapting infrastructure to more extreme weather; demand for recovery work is higher as events become more frequent.
Time horizons
| Time horizon | Financial years | Rationale |
|---|---|---|
| Short | 2026–2028 | Alignment with the period over which short-term impacts are expected to arise |
| Medium | 2028–2035 | Alignment with the majority of the Group's longest committed contract durations |
| Long | 2035–2050 | Alignment with the useful design life of customer assets that the Group supports and the Group's long-term emissions goals |
Information sources used to identify risks and opportunities and inform scenarios (para 11)
The identification and assessment of climate-related risks and opportunities were informed by scenario analysis conducted in 2025. In the process, the Group considered relevant cross-industry information as an input to its corporate strategy, including climate-related information from Sustainability Accounting Standards Board industry-based guidance for engineering and construction, industry peers and parties within the Group's value chain (for example, climate disclosure from its customers and suppliers). Relevant climate scenario sources include, but are not limited to, the latest Intergovernmental Panel on Climate Change Sixth Assessment Report (IPCC), the Network for Greening the Financial System, the Department of Climate Change, Energy and the Environment and Water Australia (DCCEEW), the International Energy Agency (IEA), Oxford Economics Australia economic reports prepared for the Group, and the Australian Energy Market Operator 2025 Gas Statement of Opportunities issued by the Australian Energy Market Operator. Each source has been used to inform the Group's climate scenarios and assumptions, such as the physical impacts of climate change in Australia (informed by the Australian National Climate Risk Assessment 2025), global adoption rates of electric vehicles (informed by IEA Global EV Outlook analysis), the proportion of renewable generation and the 2030 Renewable Energy Target (informed by the DCCEEW Renewable Energy Transformation Agreements) and other customer and industry macroeconomic trends (informed by customer reporting, Oxford Economics Australia and other industry bulletins).
Business model and value chain
The Group has considered the potential effects of climate-related risks and opportunities throughout its value chain and business model, across all operations delivered in Australia and New Zealand. The Group's value chain and business model includes its upstream supply chain of subcontractors, suppliers and distribution together with its downstream customers and investors.
Effects on business model, value chain, strategy and decision-making, by risk/opportunity
Disruption risk from acute and chronic climate events (Physical Risk): As an essential services provider, the Group is expected to deliver reliably under adverse conditions, including from those linked to acute and chronic climate events. Therefore, consideration of climate resilience in decision-making remains essential to achieving the Group's strategic goal of operational excellence, delivery of services to our customers and ultimate ability for the Group to generate appropriate returns.
Transitioning in step with climate policies and market expectations (Transition Risk): The Group's strategy sets out its growth ambitions, with a focus on sectors and services expected to remain resilient and essential in a lower-carbon, climate-changed future, such as energy networks and renewables. In maintaining alignment with increasing customer requirements, the Group's climate transition plan incorporates science-based targets validated by the Science Based Targets initiative (SBTi) for emissions reduction by 2030. Climate-related risk and opportunity considerations have been incorporated into the Group's strategic activity filter.
Supply chain disruption (Physical and Transition Risk): Supply chain resilience is integral to the Group's ability to deliver on its strategy and contracts. To facilitate this resilience, the Group has a central supply chain team that focuses on standardising procurement, leveraging scale, and embedding risk considerations, including climate-related risks.
Supporting energy transition build-out, operations and maintenance (Opportunity): The Group's corporate strategy identifies energy and renewables services as a core growth pillar. As part of its 2025–2030 growth ambition, the Group is investing in delivery capacity through targeted hiring, partnerships and capital allocation, including building skills in transmission and distributed energy and expanding business development capability.
Supporting our customers in decarbonisation, climate adaptation and response to extreme weather events (Opportunity): As an essential service provider, helping customers transition and adapt to climate change is central to growing the Group's core service offerings. This opportunity aligns with the Group's strategy to deepen customer relationships by expanding the value-added services it provides.
Concentration of risks and opportunities
Under the Group's resilience assessment, the following service offerings reported under the Infrastructure Services operating segment are most affected by the identified climate-related risks and opportunities over 2026–2030: transitioning in step with climate policies and market expectations (Transition Risk); and supporting energy transition build-out, operations and maintenance (Opportunity).
| Services | Scope | 2025 revenue ($million) |
|---|---|---|
| Energy and renewables services | Operation, maintenance, and build-out of energy networks and renewable assets | 387.4 |
| Fossil fuel-related services | Operation and maintenance, drilling and well servicing for customers in fossil-fuel-related industries, including energy producers and utilities that extract, process, generate, and retail energy derived from coal, oil, and natural gas | 321.5 |
In 2025, energy and renewables services contributed $387.4 million or 6% of the Group's revenue as compared to the contribution from fossil fuel-related services of $321.5 million or 5%.
Strategy and decision-making
Current and anticipated adaptation and mitigation efforts, by risk/opportunity
Disruption risk from acute and chronic climate events (Physical Risk): Commercial arrangements – the Group intends to maintain a disciplined contracting approach to limit its financial exposure to climate-related events. Customer engagement – the Group routinely works with customers on emergency planning and risk mitigation. Enhance weather planning and early warning – the Group is improving operational planning to consider changing weather patterns, using climate data to schedule works outside peak bushfire seasons or relocate equipment ahead of forecasted floods. Supply chain readiness – continued proactive engagement with subcontractor partners to enable ongoing availability of resourcing, including during disaster recovery periods. Business continuity and safety management – reviewing work locations and infrastructure to identify potential mitigation measures for longer-term physical vulnerabilities, through safety management systems and processes.
Transitioning in step with climate policies and market expectations (Transition Risk): Alignment with climate policy trajectories – the Group actively monitors government policy developments, industry roadmaps and its key customers' climate strategies, treating potential policy changes as a strategic factor in deciding which markets to focus on. Decarbonising operations – the Group has a climate transition plan that outlines its emission reduction plan and alignment with climate policy. Maintain a diversified portfolio – the Group operates across various industries, reducing reliance on any single segment.
Supply chain disruption (Physical and Transition Risk): Diversify and localise our supplier base – the Group aims to reduce geographic concentration risk by procuring from and partnering with national service providers that are geographically diversified. For example, in 2025 the Group executed a multiyear strategic partnership with Coates, allowing access to emergency equipment hire across Australia. Contractual indexing and pass-through mechanisms – for example, road surfacing contracts are typically indexed to bitumen price indices. Innovate with alternative materials – the Group works with suppliers to implement lower-carbon alternative materials, such as high-recycled-content asphalt mixes. Supplier engagement on resilience.
Supporting energy transition build-out, operations and maintenance (Opportunity): Invest in capabilities for new energy markets – continue to build in-house expertise in power transmission, distributed energy and renewable asset maintenance. Expand service offerings – increase capability to support customers in planning and executing end-to-end transition projects, leveraging cross-organisational enterprise expertise across defence, telecommunications and electricity network operation and maintenance and renewables.
Supporting our customers in decarbonisation, climate adaptation and response to extreme weather events (Opportunity): Collaborate closely with our customers – proactively engage to identify, propose and offer solutions to facilitate resilience and transition. Leverage Ventia's Operations Centre (VOC) for emergencies – VOC is a 24/7 Operations Centre that coordinates field teams and has been enhanced to mobilise rapid responses to climate-related emergencies (floods, heatwaves, bushfires) across different service lines under a unified command.
Climate transition plan
The Group aims to support business growth and resilience through decarbonisation of its operations. The Group's climate transition plan establishes an approach for it to achieve its goals and targets, incorporating emissions reduction targets aligned with climate science as validated by the SBTi in 2024. The Group's 2030 SBTi emissions reduction target is informed by the 1.5°C goal of the Paris Agreement, and the Group's net zero ambition is informed by the less than 2°C goal of the Paris Agreement. The plan distinguishes between targets supported by specific planned actions and ambitions requiring additional planning and evaluation. The climate transition plan focuses on two key pillars – building resilience within the Group's core business and its ambition for decarbonisation of its own operations.
Building resilience within the core business:
- Expand capability and work in energy and renewables as a core growth pillar as part of the Group's 2025–2029 strategy. The Group acquired PowerNet on 1 July 2025, supporting strategic positioning and regional capabilities in Southeast Australia. In 2025, revenue from energy and renewables services was $387.4 million, up 32% on 2024. The Group has plans to develop a Strategic Capability Plan for Energy (including Renewables) in 2026, to be implemented between 2026–2028, outlining the people, skills, structures and enabling systems required to support sustainable growth.
- Maintain a diversified portfolio. The Group's strategy focuses on improving and growing its core business, while exploring close-to-core opportunities that align with its strengths and risk appetite. The strategy identifies opportunities across all existing sectors, with no anticipated increase in exposure to transition risk-concentrated segments.
- Embed climate considerations in business processes and tools. A Strategic Activity Filter for business decisions was introduced in September 2025 with integrated climate risk and opportunity considerations, used by Management when the Group is pursuing new initiatives. In 2025, the Group became a partner of the Supply Chain Sustainability School in Australia, ahead of the relaunch of the platform in February 2026, providing learning materials on sustainability topics including energy, carbon and climate adaptation.
Ambition for decarbonisation in our operations:
- By 2030, achieve a 42% absolute gross emission reduction target for Scope 1 and Scope 2 GHG emissions (market-based) from a 2021 base year – on track, 22.4% reduction achieved to date, delivered through initiatives across fleet, corporate properties and operations.
- By 2030, ambition to achieve a 51% reduction in Scope 3 GHG emissions intensity (GEVA) from Purchased Goods and Services from a 2021 base year – tracking behind, with Scope 3 emissions increasing from 2021 to 2025 due to the spend-based measurement method correlating to revenue growth. Improvements to Scope 3 inventory data implemented in 2025. An indicative Scope 3 emissions reduction pathway was mapped; the goal was retained, however significant additional work is required and there remains a risk it may not be achieved in the preferred time horizon.
- By 2050, ambition to achieve a 90% absolute gross GHG emissions reduction and net zero emissions for Scope 1, 2 and 3 GHG emissions – supported by the plan to achieve reductions in Scope 1, 2 and 3 emissions by 2030; the energy transition is anticipated to provide a potential lever to decarbonise the services sector; more robust planning is required to define the Group's net zero pathway.
Scope 1 and 2 emissions reduction plans (progress 2021-2025, planned 2026-2030, potential 2030-2050): In 2025, the Group achieved a reduction of Scope 1 and 2 emissions (market-based) of 11,306 tCO2-e or 22.4% from its 2021 baseline of 50,531 tCO2-e. Actions include: Mobile Plant and Equipment – retired 1,278 aged light vehicles, 13.0% EV or hybrid light vehicles, efficiencies through idling reduction/driver training, EV charging infrastructure commenced at select sites; planned to retire a further 100–500 vehicles and modernise fleet by 2030; net zero levers include lower emissions fleet technologies, transition of heavy vehicles, residual emissions offset. Stationary Plant – generator emissions reductions (Tier 4 standards, battery storage, hybrid generators); planned strategic partnership with suppliers for low-carbon equipment, pilot HVO diesel, electrification of property/facilities; net zero levers include lower-carbon fuel sources, grid interconnection, residual offset. Purchased Energy – reduced emissions 3,758 tCO2-e or 59%, on-site solar consumption of 891,787kWh since 2021, 31.2% renewable electricity in 2025; planned to reduce energy consumption, remaining electricity to be 100% renewable by 2030 through on-site solar and Greenpower procurement; net zero lever of 100% renewable electricity.
Scope 3 GHG emissions reduction plan: Category 1 Purchased Goods and Services represents over 80% of total Scope 1, 2 and 3 inventory for 2025. Progress 2021-2025: Scope 3 intensity (GEVA) reduced by 9.6% from the 2021 baseline, while Scope 3 and Category 1 absolute emissions increased by 27.9% and 37.9% respectively; surveyed over 100 suppliers; increasing adoption of alternatives to carbon-intensive materials. Potential 2026-2030: implementing lower-carbon solutions such as lower-carbon road pavement solutions, strategic supplier partnerships to deliver electric and lower-emissions equipment, improved accuracy of supply chain emissions data moving from spend to hybrid carbon accounting. Potential 2030-2050: engagement with suppliers for lower-carbon solutions including strategic supplier partnerships, residual emissions offset.
Assumptions and dependencies for Scope 1, 2 and 3 pathways: business changes (no M&A assumed beyond growth); technology availability (availability of suitable electric/lower-emissions vehicles in line with the Australian New Vehicle Efficiency Standard schedule, fully electric light commercial vehicles at scale by 2028, improving whole-of-life costs); government climate policy and action (continued government support for net zero by 2050 and intermediate 2030/2035 targets, renewable energy target, electrification initiatives, NVES); collective action across the value chain (Scope 3) (reliance on customers, suppliers and stakeholders viewing climate action as a value driver, supplier data provision); business growth (growth risks growing the emissions inventory, assumption included in reduction pathways); pathway to net zero (continued advancement/commercial viability of lower-emissions technologies, alternative fuel availability, continued government policy); offsetting (residual emissions considered for offset only once 90% absolute reduction achieved across combined Scope 1,2,3, not anticipated before 2045, viability considered in light of external and regulatory frameworks). The Group reviews the appropriateness of these assumptions and dependencies at least annually.
To deliver on the target and goals, the Group is resourced with a central sustainability team, working with the CGSC and the cross-functional CWG, to support the business in planning, implementing and monitoring its emissions reduction plans.
Financial position, financial performance and cash flows
Under the Base Case scenario, the Group assessed the potential effects of climate-related risks and opportunities on its future performance, including their current and anticipated impacts (taking into account existing mitigation measures) on its financial position, financial performance and cash flows. Unless otherwise stated, the current and anticipated impacts to financial position, performance and cash flows have been quantified and disclosed as ranges of the Group's 2025 Underlying EBITDA, with reference to the Group's Risk Management Framework. Underlying EBITDA is considered the most appropriate metric for assessing financial impacts given the nature of the Group's operations; it is also the primary metric used for internal management reporting and is linked to key financing covenants.
| Impact rating | Percentage of Underlying EBITDA | $ million of 2025 Underlying EBITDA |
|---|---|---|
| Negligible | 0%–0.5% | 0 to 2.7 |
| Minor | 0.5%–2% | 2.7 to 10.6 |
| Moderate | 2%–4% | 10.6 to 21.3 |
| Major | 4%–7% | 21.3 to 37.2 |
| Substantial | Above 7% | Above 37.2 |
The identified climate-related risks and opportunities are not expected to result in an adjustment with impact of Moderate or above in 2026 to the carrying amount of assets and liabilities as at 31 December 2025 as reported in the Group's Consolidated Financial Statements.
Certain estimates of anticipated impacts on the Group's financial position, financial performance and cash flows involve a high degree of uncertainty, particularly over the medium to long term, especially where outcomes are heavily influenced by factors such as future policy developments, technology developments and patterns of severe weather events. Where this uncertainty limits the reliability or usefulness of quantitative disclosures, the Group provides qualitative explanations of the anticipated impacts.
Current financial effects
Disruption risk (Physical): The aggregate impact on the Group's EBITDA, cash flow and net assets from acute and chronic weather disruption in 2025 was Minor, mainly due to delays caused by severe weather events like Cyclone Alfred in March 2025.
Transition risk: The Group provides a range of services for customers in fossil-fuel-related industries. While the volume of work may naturally fluctuate over contract terms, the Group has not identified any current impact greater than Negligible on the Group's EBITDA, cash flow and net assets caused by climate transition risk in FY25.
Supply chain disruption: The impact on the Group's EBITDA, cash flow and net assets from climate-related supply chain disruption in 2025 was Negligible. The Group directly procures limited quantities of carbon-intensive products and typically manages price increases and delays through commercial arrangements.
Energy transition opportunity: In 2025, the Group expanded its work on energy transition projects, resulting in a Moderate EBITDA growth from energy and renewables services reported under the Infrastructure Services operating segment. On 1 July 2025, the Group acquired PowerNet Holding Company Pty Ltd (PowerNet) for cash consideration, net of cash acquired, of $18.8 million, resulting in recognition of goodwill of $11.6 million and intangible assets of $8.1 million.
Customer decarbonisation/adaptation opportunity: In 2025, the Group performed recovery work in response to weather events for clients across all sectors, realising a Minor improvement of the Group's EBITDA, cash flow and net assets from additional climate-related adaptation and disaster response work.
Anticipated financial effects
Disruption risk (Physical): Short term (2026–2028) – Minor impact annually on EBITDA, cash flow and net assets expected, with the risk remaining stable within existing commercial arrangements (Schedule of Rates or Cost Reimbursable profiles). Medium term (2028–2035) – Minor impact annually anticipated, with potential for risk transfer from asset owners to service providers considered in contract negotiations. Long term (2035–2050) – potential financial impacts may increase further, but the Group is unable to quantify its exposure or provide a useful range due to significant uncertainty in commercial terms (e.g. entitlement to cost and time relief due to extreme weather becoming normalised).
Transition risk: Short term (2026–2028) – Negligible impact annually anticipated given diversified customer base and industries, and the Group's climate transition plan being in step with expected policy/customer requirements. Medium term (2028–2035) – Minor impact annually anticipated as cumulative policy actions may reshape some markets; growth in renewables/energy infrastructure presents an offsetting opportunity. Long term (2035–2050) – unable to quantify to a useful range due to significant uncertainty; fossil-fuel-related services represent 8% of the Group's FY25 Underlying EBITDA and contribution is not anticipated to increase given growth in other service offerings.
Supply chain disruption: Short term (2026–2028) – Negligible impact annually anticipated given continuing commercial arrangements and stable climate policy. Medium term (2028–2035) – Negligible impact annually anticipated, as the Group is a services business with less reliance on procurement of major products/materials. Long term (2035–2050) – unable to quantify exposure or likely long-term financial impacts to a useful range due to uncertainties in the supply chain and future contract terms.
Energy transition opportunity: Short term (2026–2028) – Minor annual impact on EBITDA, net assets and cash flow expected, driven by growth in transmission/distribution and electrical generation maintenance addressable markets (Oxford Economics Australia CAGR estimates 4.9% and 11.3% FY25–FY29 respectively). Medium term (2028–2035) – Minor annual impact expected, in line with the 2035 Australian emissions reduction target and associated energy/renewable demand. Long term (2035–2050) – could become a major growth driver but the Group was unable to quantify financial impacts due to uncertainty of contract values, delivery model, long-term government policy and technological developments.
Customer decarbonisation/adaptation opportunity: Short term (2026–2028) – continues to expect Minor impacts on EBITDA, cash flow and net assets from proactive resilience and recovery work. Medium term (2028–2035) – continues to expect Minor impact from proactive adaptation and reactive recovery services. Long term (2035–2050) – could be a major growth driver but the Group was unable to quantify financial impacts due to uncertainty regarding timing, frequency and severity of events, and potential change in commercial models on recovery services.
Climate resilience and scenario analysis
The Group has assessed the resilience of its strategy and business model to climate change, taking into consideration identified climate-related risks and opportunities under different climate scenarios. Climate resilience is defined as the capacity to adjust, adapt and respond to climate-related changes, developments or uncertainties. Climate resilience encompasses both strategic resilience and operational resilience to climate-related changes, developments and uncertainties, including climate-related physical and transition outcomes.
The Group's quantitative scenario analysis indicates both positive and negative impacts under Fast Action and Hotter World. In assessing resilience, the Group assessed climate scenarios using existing 2025-2029 strategy and forecasting models, informed by internal and external market insights. The Group determined that detailed quantitative forecasting data beyond 2029 was not sufficiently accurate to reliably inform its resilience position. As a result, the Group's quantitative scenario analysis has been limited to 2026–2029. Beyond 2029, the Group has considered anticipated qualitative impacts associated with transition and physical components within its scenarios, and climate-related risks and opportunities, including potential implications to its corporate strategy.
Based on the Group's assessment, the service offerings most affected by identified climate-related risks and opportunities over 2026-2030 are: transitioning in step with climate policies and market expectations (Transition Risk); and supporting energy transition build-out, operations and maintenance (Opportunity).
In 2025, energy and renewables services contributed $387.4 million or 6% of the Group's revenue as compared to the contribution from fossil fuel-related services of $321.5 million or 5%. Under the Base Case, in the short to medium term, Oxford Economics Australia anticipates the addressable market for energy and renewables services will grow to $18.22 billion by 2029, and for fossil fuels, resources and industrial-related services to $12.19 billion. Under the Fast Action scenario, the Group anticipates that the growth of its energy and renewables services will outweigh the potential revenue reduction in fossil-fuel-related services, providing an overall positive net financial impact. Under the Hotter World scenario, the Group anticipates a delay in transition to renewables, which would result in stable performance of fossil-fuel-related services, and tempered growth in energy and renewable services due to long-term demand for transmission and distribution.
The Group has determined its exposure to potential climate-related physical impacts (disruption risk and supply chain disruption) to be not material, as the Group has sought to minimise its exposure to physical risks through contractual provisions, such as the performance of disaster recovery work under negotiated contract variations and entitlement to time and cost relief during force majeure extreme weather events. The Group anticipates the residual impact will be offset through disaster recovery work across Australia and New Zealand. Additionally, the Group maintains limited physical exposure to assets as only 2% of its total assets are assessed to be vulnerable to physical climate risks.
Overall, the Group anticipates its business will remain resilient to climate-related risks and opportunities over 2026–2029, given its industry diversification and its provision of proactive and reactive climate-related services. In addition, the Group's business model and strategy are considered adaptable across assessed scenarios, supported by balance sheet strength and $400 million of undrawn facilities as at 31 December 2025.
The Group's resilience assessment was performed based on underlying assumptions of each climate scenario. While the outcomes of the assessment reflect current understanding it is acknowledged that there could be unknown risks and uncertainties that could cause outcomes to differ.
Scenarios used
The Group has identified three plausible scenarios, Fast Action, Base Case and Hotter World, relevant to its circumstances. The Group has adopted the IPCC intermediate SSP 2-4.5 3°C scenario and temperature-aligned Network for Greening the Financial System (NGFS) 'Current Policies' scenario as its Base Case, while considering the very low SSP 1-1.9 1.5°C (Fast Action) and very high SSP 5-8.5 >4°C (Hotter World) extreme scenarios. The Group has assumed the Base Case scenario reflects the most likely short to medium-term climate scenario.
Scenario narratives and assumptions, and relevance to the Group, are detailed for each of Fast Action (1.5°C), Base Case (3°C) and Hotter World (>4°C) futures, covering assumptions on emissions policies, EV adoption, renewable investment, extreme weather frequency/severity, and their relevance to the Group's opportunities and risk exposure across short, medium and long term.
Risk ManagementRisk Management
Processes for identifying, assessing and managing climate-related risks
The Group is committed to effective risk and opportunity management at all levels of the organisation as an essential element of business governance under its Risk Management Framework. The Group's enterprise-wide approach embeds risk management into processes and practices, supporting strategy execution, operational decision-making and business resilience.
The Group's Risk Management Framework establishes a consistent methodology for assessing and managing risks and opportunities across the Group and promotes the proactive recognition of external factors and uncertainties that may affect the achievement of its strategic objectives. The Risk Management Framework encompasses all risks that could have a material impact on the Group, including but not limited to strategic, health and safety, environmental, climate-related, financial, operational, cybersecurity, regulatory, reputational, market and fraud risks.
Each risk and opportunity is assigned a rating of either Very High, High, Moderate or Low, by considering the likelihood that the risk or opportunity may eventuate under five bands ranging from rare (<5% likelihood) to almost certain (>75% likelihood) together with the potential financial consequence under five bands ranging from negligible (<0.5% of the Group's EBITDA) to substantial (>7% the Group's EBITDA). The Group also considers non-financial consequences (including but not limited to health and safety, environmental, business continuity, human resources and compliance) in assessing any risks. The Executive Leadership Team (ELT) reviews the Group's risks and opportunities at least annually and agrees on a list of Top Risks, that are escalated to the Audit, Risk and Compliance Committee (ARCC) and the Board, and managed under defined tolerance.
These tolerances set the thresholds for when climate-related risks require escalation or additional controls and align with the Group's risk appetite, which ranges from averse to open depending on the nature of the risk. No specific prioritisation was applied to climate-related risks over other identified risks in 2025.
The Group's Risk Management Framework is overseen by the ARCC and aligns with ISO 31000: 2018 Risk Management – Guidelines, Principles and Framework. The Board undertakes an annual review of the Group's Risk Appetite Statements (RAS) and the Group's governance and compliance arrangements with the RAS. The ARCC monitors the framework for effectiveness quarterly. The Managing Director and Group CEO and the ELT implement the risk and opportunity processes within their areas of accountability.
The SASC and ARCC provide oversight of the Group's framework for the identification, management and reporting of climate-related risks and opportunities. The Group reviews its climate-related risks and opportunities at least annually, and these are subject to the same escalation mechanism to the ARCC and the Board mentioned above.
During FY25, the Group introduced climate scenario analysis for climate-related risks and opportunities.
Metrics & TargetsMetrics and Targets
Climate-related metrics
Greenhouse gas emissions
The Group has measured its GHG emissions in accordance with Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (2004) applying relevant methodologies under the Australian National Greenhouse and Energy Reporting (NGER) scheme and the New Zealand Measuring Emissions: A Guide for Organisations 2024 scheme (with updated emission factors for 2025) as appropriate.
The Group applies the GHG Protocol Corporate Accounting and Reporting Standard and uses the operational control approach to define organisational boundary. Emissions from businesses acquired are included from the respective acquisition dates. Emissions are disclosed on a gross basis, excluding offsets, in metric tonnes of carbon dioxide equivalent (CO2-e).
The Group discloses location-based Scope 2 emissions as required by AASB S2, and voluntarily discloses market-based Scope 2 emissions, Scope 3 emissions and Scope 1 and 2 intensity.
Statutory disclosure
| Emissions source | 2025 tCO2-e | 2024 tCO2-e |
|---|---|---|
| Scope 1 | 36,622 | 36,253 |
| – Consolidated accounting group | 35,900 | 35,583 |
| – Other investees | 722 | 670 |
| Scope 2 (location based) | 4,142 | 4,573 |
| – Consolidated accounting group | 4,142 | 4,573 |
| – Other investees | 0 | 0 |
| Total Scope 1 and 2 (location-based) | 40,764 | 40,826 |
| – Consolidated accounting group | 40,042 | 40,156 |
| – Other investees | 722 | 670 |
Of Scope 1, 24,237 tonnes CO2-e (66%) is calculated under the NGER scheme for Australia and 12,385 tonnes CO2-e (34%) under Measuring Emissions: A Guide for Organisations for New Zealand generated GHG emissions. Of location-based Scope 2, 3,966 tonnes CO2-e (96%) is calculated under NGER for Australia and 176 tonnes CO2-e (4%) under the New Zealand guide.
Voluntary disclosure
| Emissions source | 2025 tCO2-e | 2024 tCO2-e |
|---|---|---|
| Scope 2 (market-based) | 2,603 | 3,520 |
| Total Scope 1 and 2 (market-based) | 39,225 | 39,773 |
| Scope 3 | 782,880 | 833,433 |
| Total emissions (location-based) | 823,644 | 874,259 |
| Total emissions (market-based) | 822,105 | 873,205 |
| Intensity metrics | 2025 tCO2-e/$million | 2024 tCO2-e/$million |
|---|---|---|
| Scope 1 and 2 intensity (market-based) | 6.4 | 6.5 |
| Scope 3 intensity (GEVA) | 176 | 231 |
Of market-based Scope 2, 2,405 tonnes CO2-e (92%) is calculated under NGER for Australia and 198 tonnes CO2-e (8%) under the New Zealand guide.
Scope 1 and 2 measurement: Scope 1 emissions represent direct emissions from fuel and energy sources used in vehicles, assets and facilities owned or controlled by the Group, calculated monthly using activity data multiplied by applicable NGER emissions factors (Australia) or Measuring Emissions: A Guide for Organisations 2024 with the 2025 Emissions Factors Workbook (New Zealand). Scope 2 emissions cover indirect emissions from purchased electricity, calculated using supplier invoices multiplied by relevant emissions factors, using both location-based (state-based NGA factors for Australia, updated annually; NZ Government's Measuring Emissions guide for NZ) and market-based (adjusted for contracted renewable energy purchases – Accredited Greenpower and Large-scale Renewable Energy Target for Australia; Bravetrace Residual Supply Factor for New Zealand) approaches. The Group used 2,481MWh of renewable electricity in FY25, representing 31.2% of total electricity use, of which 2,250MWh was procured through accredited Greenpower and large-scale generation certificates (LGCs).
Scope 1 and 2 intensity (market-based): calculated as tonnes of CO2-equivalent for the reporting period within the Group's operational control divided by the Group's revenue for the reporting period. Used in support of the Scope 1 and 2 emissions reduction target and included in the Group's STI for Key Management Personnel.
Scope 3 measurement: Scope 3 emissions are indirect emissions from the Group's value chain, broken down into 15 categories per the GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard (2011); the Group has determined only 8 categories (1-8) are relevant, estimated by multiplying spend or activity by emissions factors from an independent third party (FootprintLab, a research body at the University of Sydney), with some category-specific approaches (e.g. Category 6 business travel using UK Department for Environment, Food and Rural Affairs conversion factors; Category 7 employee commuting using Australian Bureau of Statistics census data; Category 8 upstream leased assets using National Australian Built Environment Rating System). Categories 9-15 are considered non-relevant through relevancy testing.
| GHG category | 2025 tCO2-e | 2024 tCO2-e |
|---|---|---|
| 1. Purchased goods and services | 668,608 | 684,417 |
| 2. Capital goods | 24,460 | 19,737 |
| 3. Fuel- and energy-related activities | 9,148 | 9,653 |
| 4. Upstream transportation and distribution | 20,982 | 53,143 |
| 5. Waste generated in operations | 17,616 | 22,341 |
| 6. Business travel | 19,445 | 14,434 |
| 7. Employee commuting | 18,095 | 27,914 |
| 8. Upstream leased assets | 4,526 | 1,793 |
| 9-15. Not relevant | N/A | N/A |
| Total Scope 3 | 782,880 | 833,433 |
Scope 3 intensity (GEVA): GEVA = Proportion of PG&S Emissions/Value Added. "Proportion of PG&S Emissions" is the Group's annual spend in a specified proportion of Category 1 Purchased Goods and Services multiplied by relevant emissions factors, determined in accordance with the Science-Based Target Initiative target-setting methodology; at the 2021 baseline these sub-categories represented 85% of Category 1, or 67% of total Scope 3 emissions during 2021. "Value Added" is the Group's Underlying EBITDA plus the Group's labour costs in the relevant financial year.
Measurement assumptions and limitations: The Group's Scope 1 and 2 inventory includes estimates accounting for 1.0% of the Group's reported 2025 emissions (where actuals were unavailable, based on previous months' actuals). GHG quantification is subject to inherent uncertainty due to evolving knowledge and information used to estimate emission factors and combine emissions of different gases. No new Scope 1 or 2 emissions sources were included in the FY25 inventory. Scope 3 emissions involve greater uncertainties due to reliance on spend proxies, third-party information, industry averages and activity data; data availability and quality vary across the value chain.
Transition risks
Approximately 5% of the Group's activities were assessed to be vulnerable to transitional climate risk, representing revenue contribution from fossil fuel-related services within the Infrastructure Services operating segment.
Physical risks
The Group has assessed assets that may be vulnerable to climate-related hazards, where vulnerable means a rating of Very High or High exposure to hazards such as flood, flash flood, bushfire, storm and cyclone (each hazard includes relevant definitions, e.g. Flood represents a 1 in 20-year and 1 in 50-year flood for Very High and High respectively). As at 31 December 2025, assets of total carrying amount of approximately $70 million were identified as vulnerable to physical climate risks, representing around 2% of the Group's total assets, comprising property, plant and equipment and right-of-use assets located in regions exposed to climate hazards. The Group engaged one of its insurers to assist with the climate hazard assessment.
Opportunities
Approximately 6% of the Group's activities were assessed to be aligned with identified climate-related opportunities, representing revenue contribution from energy and renewables services within the Infrastructure Services operating segment.
Capital deployment
In 2025, the total amount of capital expenditure, financing, or investment deployed towards climate-related risks and opportunities was $18.8 million, representing the consideration paid to acquire PowerNet.
Internal carbon prices
The Group does not have an internal carbon price. A trial began in 2024 and continued throughout 2025, in which some capital funding decisions were assessed against an emissions threshold to identify potential emissions-intensive outcomes and assess risk to the Group's emissions goals.
Remuneration
All STI participants are required to meet objectives in a scorecard, including the achievement of greenhouse gas emissions reduction targets (measured in Scope 1 and 2 emissions intensity), which carries a 5% weighting. The SASC oversees the setting and monitoring of climate-related targets. In 2025, 1.9% of the Group's Key Management Personnel's total maximum remuneration opportunity was dependent on achieving climate-related objectives.
Climate-related targets
The Group has set the following science-based target:
Target: 42% absolute gross emission reduction target for Scope 1 and Scope 2 GHG emissions (market based) by 2030 from a 2021 base year
- Objective: Reduce the Group's direct emissions, mitigate transition risk and support the Group's strategy through decarbonisation.
- Scope: Applies to all operations across the whole Group and investees where it has operational control.
- Greenhouse gases: All relevant greenhouse gases covered, reported as tCO2-e. For Scope 1 and 2 emissions these are Carbon dioxide (CO2), Methane (CH4) and Nitrous oxide (N2O).
- Period: 2022–2030.
- Target type: Absolute target on gross emissions. No plans to use carbon credits or nature-based solutions to achieve target.
- Base period: 2021 baseline of 50,531 tCO2-e.
- Milestones or interim targets: Interim targets on Scope 1 and 2 emission intensity are set annually and form part of the STI scorecard.
- Alignment with jurisdictional commitments: Science-based target informed by the aims of the Paris Agreement.
- Target setting and validation: Validated by the Science Based Targets initiative and approved by the Board in 2024.
- Review process: Target progress is reviewed quarterly by the SASC.
- Metrics for monitoring progress: Total Scope 1 and 2 market-based emissions.
- Revisions: No revisions were made to the target in FY25.
- Progress in 2025: Status at FY25 year end is 22.4% reduction in Scope 1 and 2 (market-based) emissions from 2021, a 1.4% reduction from FY24, driven by an increase in Greenpower purchased for electricity and fleet initiatives.
Goal: Achieve a 51% intensity emissions reduction for Scope 3 GHG emissions from Purchased Goods and Services by 2030 from a 2021 base year
- Objective: Reduce the Group's indirect supply chain emissions to mitigate transition risk and support the Group's strategy through decarbonisation.
- Scope: Applies to 85% of the Group's Category 1 – Purchased Goods and Services in the 2021 base year inventory (and 67% of base year total Scope 3 emissions) in accordance with SBTi target setting methodology.
- Greenhouse gases: All greenhouse gases covered, reported as tCO2-e.
- Period: 2022–2030.
- Target type: Scope 3 intensity (GEVA). No plans to use carbon credits or nature-based solutions to achieve target.
- Base period: 2021 baseline Scope 3 intensity (GEVA) of 195.
- Milestones or interim goals: No milestones or interim targets.
- Alignment with jurisdictional commitments: Science based target methodology informed by the aims of the Paris Agreement.
- Target setting and validation: Validated by the Science Based Targets initiative and approved by the Board in 2024. Target not derived using a sectoral decarbonisation approach.
- Review process: Progress is reviewed at half-year and year-end by the SASC.
- Metrics for monitoring progress: Scope 3 intensity (GEVA).
- Revisions: No revisions were made to the goal in 2025.
- Progress in 2025: The Scope 3 intensity (GEVA) for 2025 was 176, representing a 9.6% reduction from 2021, due to a reduction in the estimated tonnes of CO2-e from the applicable portion of PG&S emissions and increased Value Added since 2021.
Goal: Net zero – 90% absolute gross GHG emissions reduction and net zero emissions for Scope 1, 2 and 3 GHG emissions by 2050
- Objective: Reduce the Group's direct and indirect value chain emissions, mitigate transition risk and support the Group's strategy through decarbonisation.
- Scope: Applies to the Group and its investees Scope 1, 2 and 3 inventory where it has operational control.
- Greenhouse gases: All greenhouse gases covered, reported as tCO2-e.
- Period: 2022–2050.
- Target type: Absolute target on net GHG emissions reduction.
- Base period: 2021 baseline of 662,290 tCO2-e.
- Carbon offsets: Credible offsets via carbon credits or nature-based solutions will be identified once a gross reduction of 90% total Scope 1, 2 and 3 GHG emissions has been achieved. This is not anticipated before 2045. The viability of offsets for the Group's transition plan will be considered in light of external frameworks and the regulatory and policy frameworks at the relevant point in time.
- Milestones or interim goals: No milestones or interim targets.
- Alignment with jurisdictional commitments: Science based target methodology informed by the aims of the Paris Agreement.
- Target setting and validation: Validated by the Science Based Targets initiative and approved by the Board in 2024.
- Review process: Progress is reviewed annually by the SASC.
- Metrics for monitoring progress: Total Scope 1, 2 and 3 emissions (market-based).
- Revisions: No revisions were made to the goal in FY25.
- Progress in 2025: Total Scope 1, 2 and 3 emissions (market-based) for 2025 was 822,105 tCO2-e, representing an increase of 24.1% from the 2021 baseline.
Each year, the Group reviews business changes to determine if the above target and goals should be updated. The CGSC and the SASC oversee climate goals and progress.