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GENUSPLUS GROUP LTD — Annual Report 2025
Aug 26, 2025
65005_rns_2025-08-26_63496a04-4113-4cfe-8e9e-b0aeb9283d82.pdf
Annual Report
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Appendix 4E
Preliminary financial statements for the year ended 30 June 2025 as required by ASX listing rule 4.2A
| Results for announcement to the market | Movement | ||
|---|---|---|---|
| (All comparison to year ended 30 June 2024) | $ | Up/down | % |
| Revenue from ordinary activities | 751,265,713 | Up | 36.30% |
| Net profit before tax | 52,564,332 | Up | 89.66% |
| Profit after tax from ordinary activities (including significant items) | 35,369,224 | Up | 83.62% |
| Profit after tax from ordinary activities (excluding significant items)1 | 36,969,165 | Up | 80.40% |
1 – Significant items excluded from the calculation of profit after tax relate to costs associated with:
-
ECM Legal claims costs of $0.4 million.
-
Acquisition costs of $1.2 million.
| • ECM Legal claims costs of $0.4 million. • Acquisition costs of $1.2 million. |
|||
|---|---|---|---|
| Franked | |||
| amount per | Tax rate for | ||
| Amount per | share | franking | |
| Dividend information | share (cents) | (cents) | credit |
| Final 2024 dividend per share | 2.5 | 2.5 | 30% |
| Final 2025 dividend per share | 3.6 | 3.6 | 30% |
Dividends:
On 27 August 2025, the Directors declared a final fully franked dividend of 3.6 cents per share with a record date of 1 October 2025 and a payment date of 31 October 2025, being a total dividend payable of approximately $6,500,000.
The final dividend payable in relation to the year ended 30 June 2024 was paid on 1 November 2024.
Details of entities over which control has been gained or lost during the period:
Commtel Network Solutions Pty Ltd – acquired on 22 October 2024.
Partum Engineering Pty Ltd – acquired on 2 December 2024.
Geographe Tree Services Pty Ltd – acquired on 6 January 2025
Arbor West Pty Ltd trading as Classic Tree Services – acquired on 1 February 2025
MGC Solutions Pty Ltd – acquired on 1 April 2025
Details of dividend reinvestment plan:
Not applicable.
Details of joint venture entities:
Acciona Genus Joint Venture, Humelink East Transmission Project – 25% interest
Samsung Genus Joint Venture, Melbourne Renewable Energy Hub – 30% interest
Audit:
The independent auditor’s report is attached to the Financial Report. The independent auditor’s report does not contain any modified opinion, emphasis of matter or other matter paragraph.
| 30 | Jun | 2025 | 31 | Dec | 2024 | 30 | Jun | 2024 | |
|---|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | |||||||
| Net tangible assets per security | 0.46 | 0.50 | 0.48 |
Additional information supporting the Appendix 4E disclosure requirements can be found in the Directors’ Report and the consolidated financial statements for the year ended 30 June 2025.
This report is based on the consolidated financial statements for the year ended 30 June 2025 which have been audited by Grant Thornton Audit Pty Ltd.
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Annual Financial Report
GenusPlus Group Ltd and controlled entities For the year ended 30 June 2025
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Contents
| Section | Page |
|---|---|
| Directors’ Report | 1 |
| Auditor’s Independence Declaration | 24 |
| Corporate Governance Statement | 25 |
| Consolidated Statement of Profit or Loss and Other Comprehensive Income | 26 |
| Consolidated Statement of Financial Position | 27 |
| Consolidated Statement of Changes in Equity | 28 |
| Consolidated Statement of Cash Flows | 29 |
| Notes to the Consolidated Financial Statements | 30 |
| Consolidated Entity Disclosure Statement | 91 |
| Directors Declaration | 94 |
| Independent Auditor’s Report | 95 |
iii
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Directors’ Report
The directors present their report together with the financial statements on the consolidated entity, consisting of GenusPlus Group Ltd and its controlled entities (the Company or Group ) for the year ended 30 June 2025.
Directors’ details
The names and details of the Company’s directors in office during the financial year and until the date of this report are set out below. Directors of the Company were in office for the entire period unless otherwise stated.
Mr David Riches
David Riches is the Managing Director and CEO of the Group. David is the founder of GenusPlus Group Limited and is a third-generation recognised industry expert. David has led the business growth with a successful year on year track record.
During the past three years he has not served as a director of any other listed companies.
Mr Paul Gavazzi
Paul Gavazzi is a Non-Executive Director and the Chair of the Audit and Risk Committee, and a member of the Remuneration and Nominations Committees. Paul has over 40 years’ experience as a practising lawyer in commercial law, specialising in construction, projects and infrastructure. Paul was formerly senior partner of a large national law firm, and founder of the firm’s Construction, Projects and Infrastructure Group. He is also the founder & Managing Director of Solve Global Pty Limited, a company that plans, manages, predicts and solves high-stakes commercial disputes using databased analytics and strategic problem solving.
During the past three years he has not served as a director of any other listed companies.
Mr Simon High
Simon High is the Non-Executive Chairman of the Group. Simon is a qualified Civil Engineer, Fellow of the Institute of Engineers Australia and Fellow of the Australian Institute of Company Directors.
Simon has over 45 years’ experience globally in the Oil & Gas, Mining and Industrial Infrastructure industries. Simon held Senior Executive roles with Kvaerner Oil & Gas, United Construction, Clough Ltd, Southern Cross Electrical Engineers and Ausgroup Ltd.
During the past three years he has not served as a director of any other listed companies.
Mr José Martins
José Martins is a Non-Executive Director and a member of the Audit and Risk Committee and Chair of the Remuneration and Nominations Committee. He brings over 25 years’ experience in the financial management of public and private companies. José is a former CFO of ASX listed Ausdrill Ltd and Macmahon Holdings Ltd as well as Alliance Mining Commodities which is privately owned.
During the past three years he has also served as a director of the following listed companies:
Atlas Pearls Ltd (ASX: ATP).
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Company Secretaries
Damian Wright is the Chief Financial Officer and Joint Company Secretary of GenusPlus Group Ltd. Damian has held senior finance positions including CFO and Company Secretary for private and ASX listed entities. Damian holds a Degree in Commerce, and is a fellow of CPA Australia and a fellow of the Governance Institute of Australia.
Strati Gregoriadis (BA, LLB, MBA) is the General Counsel and Joint Company Secretary of GenusPlus Group Ltd. Strati has previously, for a number of years, held General Counsel & Company Secretary roles with ASX listed entities.
Interests in the shares and options of the Company and related bodies corporate
As at the date of this report, the interests of the directors in the shares and options of GenusPlus Group Ltd were:
| Director | Interest in ordinary shares |
Interest in options |
|---|---|---|
| David Riches | 94,893,322 | - |
| Simon High | 304,167 | - |
| José Martins | 100,000 | - |
| Paul Gavazzi | 204,167 | - |
Principal activities
Genus is a specialist power and communications infrastructure and services provider operating across Australia. With years of practical experience across Australia, we design, build and maintain electrical transmission and distribution networks, substations, rail and battery systems.
We enable customers to integrate new generation technology into traditional networks and support emerging networking solutions, meeting the demands of a carbon neutral economy.
Capitalising on our expertise in power networks and using the world’s best knowledge and technology, we also specialise in delivering integrated, efficient and scalable communication network solutions, including network design, and fixed and wireless infrastructure supported by real time network management expertise and capability.
There have been no significant changes in the nature of these activities during the year.
Review of operations and financial results
A summary of the key financial performance metrics for the current financial year (FY2025) is provided below, with comments on significant movements compared to the financial year ended 30 June 2024.
The Group reported total revenue of $751,265,713, compared to $551,189,613 in FY2024, a 36.3% increase. The growth during the period was driven by increased activity across all 3 segments. With contributions from strategic acquisitions, and favourable market conditions which saw an increase in activity in the new energy sector.
The higher revenue resulted in an increase in the Normalised EBITDA to $67.4 million, 48.6% higher than FY2024 ($45.3 million). Note: EBITDA is a non-IFRS measures that are unaudited but derived from the FY2025 Financial Statements. This measures are presented to provide shareholders with further insight into the Group’s performance.
Depreciation and Amortisation of $13.9 million, was down 6.5% from FY2024 of $14.9 million. While interest costs rose during the period, this was more than offset by increased interest income which resulted in net finance income of $1.5 million, compared to net finance costs of $1.0 million in FY2024.
The net profit of the Group for the financial year after providing for income tax amounted to $35,369,224, an increase of 83.6% compared to $19,262,038 in FY2024.
The overall strong FY2025 results has created a solid platform for future strong growth with significant progress made to position the Group to be an active participant in the transition to renewable energy.
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
The diversification that is being built into the business has helped maintain strong profitability of the Group. East coast revenue has grown to 42% during 2025 (2024: 35%).
The Group has a strong cash position increasing Cash at bank to $160 million at 30 June 2025, up from $101 million in FY2024. Net cash (cash and cash equivalents less bank debts, excluding right-of-use debts) is up to $77.3 million compared to $22.4 million in 2024.
The Group’s net assets increased by $38,612,627 which reflects earnings in the year net of dividend payments and share issue as part of a business combination.
The acquisitions which occurred during the year are in line with the Group’s strategy to strengthen its geographical position and to take advantage of significant infrastructure investment in new markets.
A comparison of the Group’s performance from continuing operations is set out below:
| FY2025 $ |
FY2024 $ |
Change % |
|
|---|---|---|---|
| Revenue | 751,265,713 | 551,189,613 | 36.3% |
| EBITDA1 | 65,085,416 | 44,875,648 | |
| Non-recurring transactions2 | 2,285,630 | 460,601 | |
| Normalised EBITDA3 | 67,371,046 | 45,336,249 | 48.6% |
| Depreciation & Amortisation4 | (11,892,476) | (11,592,040) | |
| Normalised EBIT-A5 | 55,478,570 | 33,744,208 | 64.4% |
| Amortisation of acquisition intangibles | (1,992,831) | (3,262,211) | |
| EBIT | 51,200,109 | 30,021,397 | |
| Profit for the year | 35,369,224 | 19,262,038 | 83.6% |
| NPAT-A6 | 36,764,206 | 21,545,583 | 70.6% |
Note: The table contains non-IFRS measures that are unaudited but derived from auditor reviewed FY2025 Financial Statements. These measures are presented to provide shareholders with further insight into the Group’s performance.
1. EBITDA is earnings before interest, tax, depreciation and amortisation.
2. Non-recurring transactions relate to Acquisition costs, ECM Claim costs and Restructuring costs.
3. Normalised EBITDA is EBITDA plus Non-recurring transactions
4. Depreciation & amortisation excludes amortisation of acquisition intangibles.
5. Normalised EBIT-A is Normalised EBITDA less depreciation and amortisation (excluding amortisation of acquisition intangibles).
6. NPAT-A is Profit for the year plus amortisation of acquisition intangibles adjusted for tax effect at 30%.
Pipeline
The Group continues to achieve significant growth in its business underpinned by existing contracted work, recurring revenue from regular clients, and anticipated revenue from its existing tender pipeline of works.
Revenue from recurring works including long term customer/panel revenue and revenue from long term supply & maintenance contracts, and the current outstanding orderbook for FY2025 has grown and the platform is there for the Group to sustain continued growth.
In addition to the tendered pipeline there are further significant budgets and opportunities in progress. Work on initial budgets for clients, which are not yet at formal tender stage, is common in our industry and helps provide Genus with insights into the long term requirements for its services.
Genus is seeing the pipeline for the transition of the Australian transmission network grow substantially. In addition to the major investment in the transmission network and battery storage around Australia, Genus is well positioned to construct distribution connections to the new transmission network from new energy power sources and renewable energy zones.
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Outlook
Strong momentum generated in FY2025 provides a solid base to support earnings growth in FY2026. Genus expects to continue its strong growth in the medium term with a large pipeline of renewables and transmission projects to drive medium to long term growth in the business.
The Group expects to see continued growth from its east coast operations and increase in services revenue in FY2026. The increase focus on the power network around Australia should see significant opportunities present during the coming 1020 years as the network goes through a substantial transition from traditional energy source of coal to generation from new and renewable energy.
Growth Strategy
Significant investment has been put into growing the east coast presence of Genus to be positioned for the substantial investment required to the power network over the next 10-20 years. Substantial progress has been made by Genus in expanding the business into the much larger east coast markets, which now represents 42% of revenue of the business. During the year the company acquired:
-
1) 100% of Commel Network Solutions
-
2) 100% of Partum Engineering
-
3) 100% of Geographe Tree Services
-
4) 100% of Classic Tree Services
-
5) 100% of MGC Solutions
The strategic acquisitions increased the depth and breadth of the Genus capability across rail infrastructure, energy and communications engineering and vegetation management.
To effectively serve our clients across the nation and establish ourselves as the contractor of choice, we are committed to investing in the specialised plant and equipment necessary for our operations.
We remain receptive towards further M&A opportunities to continue our growth trajectory through acquisitions and organically into new geographical locations and service offerings, expanding our national footprint.
Significant changes in the state of affairs
Other than noted elsewhere in this report, there were no significant changes in the state of affairs of GenusPlus Group that occurred during the year.
Dividends
The Board has resolved to declare a dividend in respect of the year ended 30 June 2025 of 3.6 cents per share fully franked (30 June 2024: 2.5 cents per share fully franked) for a total approximately $6,500,000. (30 June 2024: $4,443,124). The exDividend Date for this dividend will be 30 September 2025, the Record Date is 1 October 2025 and the Payment Date will be 31 October 2025.
Events arising since the end of the reporting period
On 27 August 2025, the Directors declared a final fully franked dividend of 3.6 cents per share with a record date of 1 October 2025 and the Payment Date will be 31 October 2025. The total dividend payable is an aggregate of approximately $6,500,000.
Other than the matter mentioned above, no matters or circumstances have arisen since the end of the financial year which 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 future financial years.
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Likely developments
The Group will continue to seek opportunities to provide its services in design, engineering, installation, construction and maintenance of power and communication systems across Australia.
The Group’s strategy includes:
-
Continuing to replicate its successful business model to penetrate the large east coast markets, including growing its strategic acquisitions in Victoria, Tasmania, NSW and QLD;
-
Pursue substation and battery energy system projects, utilising the ability to be more selective on projects given the strength of the Genus brand;
-
Taking advantage of the expected growth in electrical network infrastructure spending by public and private utility companies in Australia;
-
Taking advantage of the expected growth in resources sector activity and related electrical network infrastructure construction;
-
Taking advantage of opportunities in railway signalling and communication infrastructure and rail Infrastructure projects and services;
-
Continuing to maintain and grow its recurring works including long term customer/panel revenue and revenue from long term supply & maintenance contracts to provide a stable base line of year on year revenue;
-
Continuing to grow the Services business in the large telecommunications sector;
-
Continuing to maintain and develop new customer relationships;
-
Continuing to maintain Genus’ culture and significant investment into staff training; and
-
Continuing to maintain its diversification between the Government utilities and the private sectors.
Risk Management
Genus has adopted a proactive approach to risk management, aligned with the AS/NZS ISO31000:2018 standard and the ASX Corporate Governance Principles and Recommendations. This approach supports the balance between effectively managing risks and making informed risk-reward decisions.
While Genus maintains controls to mitigate risks where practicable and efficient, no risk management process can guarantee the complete elimination of risk. The following sections provide an overview of key material risks to which Genus is exposed and how these risks are managed. This overview is not exhaustive but highlights risks that could have a material adverse impact on the Company’s performance and prospects.
MARKET RISKS
Market risks encompass factors that influence Genus’ long-term growth, market positioning, and ability to secure and sustain high-quality projects. These include market competition, pricing pressures, and evolving industry trends that could affect Genus’ business trajectory.
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
| Risk | Descripton | Mitgaton |
|---|---|---|
| Market & Growth Risk |
Ensuring the contnuity of Genus’ project pipeline is essental to meetng strategic growth objectves. Genus strives to secure and retain high-quality projects supported by strong fnancial and commercial practces, enabling sustainable growth. Pricing major projects carries inherent uncertainty, and fuctuatons in demand or compettve pressures can afect proftability. Emerging technologies, client preference changes, or delays in securing contracts may impact Genus’ ability to deliver on growth targets. Failure to meet forecasts can hinder capital raising, delay expansion, and reduce investor confdence. |
• Apply rigorous estmatng, procurement, and structured approval processes. • Diversify portolio by geography, market, actvity, and client. • Invest in technology and service innovaton to broaden market opportunites. |
| Winning New Work |
Genus’ performance depends on winning and completng new contracts in a compettve market. Compettor actons and market pressures may put pricing under pressure. Genus aims to secure and sustain high-quality projects through disciplined pricing and strong commercial practces, while building the Company’s brand and delivering excellent service to customers. Pricing unpredictability remains a challenge due to market risks. |
• Promote and build Genus’ brand to diferentate in the market. • Maintain disciplined pricing and strong fnancial and commercial practces. • Focus on customer service excellence to retain and win new work. |
| Compettve Risk |
Competton from domestc and internatonal suppliers may afect Genus’ ability to secure contracts and maintain margins. Market dynamics, including compettor pricing strategies and client preferences, can infuence project wins and proftability. |
• Monitor compettor actvity and market trends closely. • Innovate service oferings and pricing approaches. • Strengthen client relatonships to improve retenton and repeat business. |
FINANCIAL RISKS
Financial risks relate to the management of Genus’ capital structure, liquidity, insurance coverage, and credit facilities. Strong financial oversight is essential to safeguarding the Company’s stability and ensuring ongoing access to funding and risk protection.
| Risk |
Description | Mitigation |
|---|---|---|
| Insurance Coverage Risk |
While Genus maintains insurance for many operational aspects, not all risks are insurable. Coverage limits may be inadequate, or policies may exclude events like extreme weather or cyber incidents. Insurance market conditions may change, making coverage unavailable or unaffordable. Uninsured or underinsured losses could materially impact financial performance. Adequate insurance coverage and bonding facilities are critical to protect against operational, contractual, and financial risks. Insufficient insurance could leave the Company |
• Maintain comprehensive insurance programs covering key operational risks. • Regularly review and adjust coverage limits to reflect emerging risks. • Monitor insurance market trends to anticipate changes in availability or cost. |
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
| Risk | Description | Mitigation |
|---|---|---|
| exposed to significant liabilities, while limited bonding capacity may constrain the ability to win or deliver large projects. The evolving risk landscape, including increased premiums and coverage restrictions, adds complexity to maintaining adequate protections. |
||
| Bank Guarantee and Insurance Bond Facilities Risk |
Customers and landlords often require security in the form of bank guarantees or insurance bonds. As contract and lease volume and size increase, available facilities may be reduced, potentially constraining new contract opportunities. |
• Engage early with facility providers to negotiate terms and additional capacity. • Actively manage return and release of outstanding guarantees and bonds. • Monitor facility utilisation closely to avoid constraints on new work. |
| Liquidity Risk |
The inability to meet financial obligations when due, potentially caused by counterparty defaults, underperforming projects, or cash management inefficiencies, may affect operations and financial stability. |
• Monitor cash flow forecasts and scheduled debt servicing payments daily and long term. • Maintain adequate liquidity buffers and access to credit facilities. • Employ insurance programs to mitigate loss exposure impacting liquidity. |
| Financing Risk |
Genus has financing facilities with external financiers. Defaults on financing facilities could result in withdrawal of support or increased borrowing costs. |
• Regularly monitor compliance with banking covenants. • Report financial performance to financiers quarterly. • Maintain ongoing dialogue with financiers to address facility needs and concerns. |
| Corruption, and Bribery Risk |
Exposure to internal or external bribery, or corrupt practices can lead to legal, financial, and reputational damage. Risks are heightened in certain jurisdictions or projects. |
• Implement and enforce anti-bribery and corruption, and whistleblower policies. • Conduct regular employee training and awareness programs. • Maintain strong internal controls and audit processes |
OPERATIONAL RISKS
Operational risks relate to the effective execution of projects, workforce management, and the maintenance of health and safety standards. Addressing these risks is critical to ensuring operational continuity, cost control, and the well-being of Genus’ employees.
| Risk | Description | Mitigation |
|---|---|---|
| Workforce Availability and Labour Cost Risk |
Growth and profitability may be limited by loss of key personnel, challenges recruiting or retaining skilled employees, or rising compensation costs. Increased |
• Proactively plan workforce needs using HR management software. • Implement contingency and succession planning. |
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
| demand in the sector tightens the talent market and puts upward pressure on wages. |
• Invest in training, development, and internal promotion. • Embed organisational values and culture to attract and retain talent. |
|
|---|---|---|
| Project Delivery, Margins, and Operations Risk |
Genus' operations, cash flows and liquidity could be affected if the resources or time needed to complete a project are miscalculated, if it fails to meet contractual obligations, or if it encounters delays or unspecified conditions. Cost overruns, unfavourable contract outcomes, serious or continued operational failure, adverse industrial relations outcomes, disruption at key facilities, disruptions to information and communication systems or a safety incident have the potential to have an adverse financial impact. There is exposure to input costs through its operations, such as the cost of fuel and energy sources, equipment and personnel. To the extent that these costs cannot be passed on to customers in a timely manner, or at all, Genus' financial performance could be adversely affected. |
• Apply effective project management methodologies. • Continuously evaluate and mitigate project risks. • Monitor project progress closely and enforce controls. • Optimise operational efficiency to protect margins. |
| Contract Pricing Risk |
Underestimating costs or failing to comply with internal pricing processes can negatively affect financial performance. |
• Maintain strong internal tendering and commercial review processes. • Ensure all costs and risks are identified and incorporated into bids. |
| Interruption to Operations Risk |
Operations can be disrupted by external factors such as extreme weather, geological issues, equipment failure, industrial disputes, or supply shortages. Genus also depends on its clients' assessments of the financial viability of their projects, ensuring they have access to sufficient funding to meet project working capital and debt covenant requirements. If a client fails to obtain sufficient funding or meet its working capital or debt covenant requirements, the client may scale back or cancel its contract with Genus, adversely impacting Genus' financial performance |
• Negotiate contract terms to fairly allocate risk for operational interruptions. • Work closely with clients to understand and assist with mitigating potential issues if possible. • Close project management to minimise negative impacts on any operational disruptions. • Check clients’ financial capacity. |
| Health and Safety Risk |
Incidents causing physical or psychological harm can lead to contract loss, reputational damage, and difficulty winning future work. Genus is committed to providing a systematic process to manage risks around health and safety |
• Implement systematic health and safety management systems aligned with Australian standards. • Integrate psychosocial hazard management into risk practices. • Conduct regular safety audits and employee engagement initiatives. • Enforce safety standards and incident verification processes. |
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
| Cyber Security Risk |
The potential for cyber security attacks, misuse, and release of sensitive information are ongoing risks to Genus. Threats include unauthorised access to IT infrastructure, networks, and sensitive data, which could disrupt operations, cause financial loss, or damage reputation. |
• Invest in secure systems and infrastructure, including firewalls and encryption protocols. • Conduct regular vulnerability assessments. • Provide employee training on data security best practices. • Implement information security management systems. • Utilise anti-malware and endpoint detection and response tools. • Apply multi-factor authentication. • Develop business resilience plans for cyber- related scenarios. |
|---|---|---|
| Technological Disruption and Innovation Risk |
The infrastructure and energy sectors in which Genus operates face rapid technological change, including developments in energy storage, automation, AI, smart grids, and distributed generation. Failure to adapt could erode competitive position, make assets obsolete, or require unplanned capital expenditure. |
• Monitor emerging technology trends. • Invest in research, development, and strategic partnerships. • Incorporate innovation into strategic planning and operations. |
| Intellectual Property and Confidentiality Risk |
Genus relies on intellectual property, proprietary information, and confidential data in its operations. There is a risk of infringement, misappropriation, or unauthorised disclosure, which could result in competitive disadvantage, litigation, or reputational harm. |
• Maintain processes to protect intellectual property rights. • Monitor for potential infringement or misuse. • Enforce contractual rights under agreements with employees and partners. |
| Data Privacy and Protection Risk |
Genus collects and stores personal and confidential information relating to employees, clients, and suppliers. Failure to comply with privacy laws, or breaches of data security, could result in fines, litigation, or reputational damage. |
• Implement privacy and data protection controls. • Train staff on relevant privacy obligations. • Monitor compliance with applicable laws and frameworks. |
COMPLIANCE AND REGULATORY RISKS
This category covers adherence to all relevant laws, regulations, and industry standards. Non-compliance can lead to significant financial penalties, reputational harm, and disruptions to Genus’ business activities.
| Risk | Description | Mitigation |
|---|---|---|
| Climate Change and Carbon Emissions Risk |
Increasing regulatory requirements and stakeholder expectations for carbon emissions disclosure and climate-related risk management are driving pressure on companies to demonstrate effective action. The transition to a low-carbon economy may require operational changes and increased compliance costs. |
• Seek continual improvements in energy efficiency across operations. • Monitor and reduce carbon intensity of activities. • Review and gather data required for climate and emissions reporting. |
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
| Environmental Contamination and Remediation Liability |
Genus’ operations are subject to environmental laws, including obligations to remediate contaminated sites. Incidents such as spills, accidental releases, or the discovery of historical contamination could result in significant remediation costs, penalties, or reputational damage. |
• Maintain effective environmental management systems. • Conduct ongoing site monitoring. • Monitor relevant environmental laws and regulations. |
|---|---|---|
| Social, Legal, and Compliance Risk |
Genus operates in multiple jurisdictions under diverse laws, regulations, and standards. Changes to regulations or non-compliance, whether through inadequate processes, human error, or misconduct, may lead to penalties, reputational damage, or operational restrictions. Loss of technical, safety, quality, or financial accreditations could limit project eligibility. |
• Monitor regulatory and legislative changes. • Maintain up-to-date compliance procedures and protocols. • Embed values, Code of Conduct, and related policies into mandatory training. • Whistleblower Policy in place. • Manage Modern Slavery risk through supplier assessments and annual reporting. • Reconciliation Action Plan in place. |
EXTERNAL RISKS
External risks arise from macroeconomic, geopolitical, environmental, and supply chain factors beyond the Company’s direct control. Proactive identification and management of these risks help to mitigate potential adverse impacts on Genus’ operations and financial performance.
| Risk | Description | Mitigation |
|---|---|---|
| Unfavourable Changes in the Business Environment or Operating Conditions |
Key assumptions about the operating environment, including disruption events or budget forecasts, may prove to be incorrect. This could impact Genus’ financial performance and strategic objectives. |
• Identify and manage strategic and emerging risks as part of the risk management framework. • Continuously review and manage cost base. • Regularly evaluate and update financial models. • Consider macroeconomic conditions in planning. |
| Geopolitical and Economic Risk |
Genus operates in an environment where its operations and financial performance may be impacted by global economic conditions, trade policies, sanctions, pandemics, political instability, or other geopolitical events may disrupt supply chains, affect resource availability, restrict market access, or reduce customer demand, impacting revenue and profitability. |
• Monitor geopolitical developments and market trends to enable quick reaction to any adverse events. • Business Continuity Plan in place. |
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Directors’ meetings
The number of meetings of Directors (including meetings of Committees of Directors) held during the year and the number of meetings attended by each Director is as follows:
| Remuneration and | Remuneration and | |||||||
|---|---|---|---|---|---|---|---|---|
| Board | Meetings | Audit and Risk | Committee | Nominations Committee | Other | Committees | ||
| Board Member |
A | B | A | B | A | B | ||
| David Riches | 17 | 17 | n/a | n/a | 2 | 2 | n/a | n/a |
| Simon High | 17 | 17 | 2 | 2 | n/a | n/a | 6 | 6 |
| Paul Gavazzi | 17 | 16 | 2 | 2 | 2 | 2 | 6 | 6 |
| José Martins | 17 | 17 | 2 | 2 | 2 | 2 | 6 | 6 |
Where:
-
column A: is the number of meetings the Director was entitled to attend
-
column B: is the number of meetings the Director attended
Performance Rights Over Unissued Shares and Options
At 30 June 2025 there are 4,048,946 Performance Rights outstanding (FY2024: 3,196,492 ). Details of Performance Rights granted to Executives as part of their remuneration are set out in their Remuneration Report.
No options over issued shares or interests in the Group were granted during or since the end of the financial year and there were no options outstanding at the date of this report.
Remuneration Report (audited)
The Directors of GenusPlus Group Ltd (the Group) present the Remuneration Report for Non-Executive Directors, Executive Directors and other Key Management Personnel, prepared in accordance with the Corporations Act 2001 and the Corporations Regulations 2001 .
The Remuneration Report is set out under the following main headings:
-
a Principles used to determine the nature and amount of remuneration
-
b Details of remuneration
-
c Share-based remuneration
-
d Bonuses included in remuneration
-
e Performance rights held by key management personnel
-
f Shares held by key management; and
-
a Principles used to determine the nature and amount of remuneration
The principles of the Group’s executive strategy and supporting incentive programs and frameworks are:
-
to align rewards to business outcomes that deliver value to shareholders;
-
to drive a high performance culture by setting challenging objectives and rewarding high performing individuals; and
-
to ensure remuneration is competitive in the relevant employment market place to support the attraction, motivation and retention of executive talent
GenusPlus Group Ltd has structured a remuneration framework that is market competitive and complementary to the reward strategy of the Group.
11
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
The Board has established a Nomination and Remuneration Committee which operates in accordance with its charter as approved by the Board and is responsible for determining and reviewing compensation arrangements for the Directors and the Executive Team.
The Committee has engaged independent remuneration consultants to provide any necessary information to assist in the discharge of its responsibilities (refer to the disclosures below).
The remuneration structure that has been adopted by the Group consists of the following components:
-
fixed remuneration being annual salary; and
-
short term incentives, being employee share schemes and bonuses
The Nomination and Remuneration Committee assess the appropriateness of the nature and amount of remuneration on a periodic basis by reference to recent employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and Executive Team.
The payment of bonuses, share options and other incentive payments are reviewed by the Nomination and Remuneration Committee annually as part of the review of executive remuneration and a recommendation is put to the Board for approval. All bonuses, options and incentives must be linked to pre-determined performance criteria.
Short Term Incentive (STI)
GenusPlus Group Ltd performance measures involve the use of annual performance objectives, metrics, performance appraisals and continuing emphasis on living the Company values.
The performance measures are set annually after consultation with the Directors and executives and are specifically tailored to the areas where each executive has a level of control. The measures target areas the Board believes hold the greatest potential for expansion and profit and cover financial and non-financial measures.
The Key Performance Indicators (KPIs) for the Executive Team are summarised as follows:
Performance areas
-
financial: operating profit and earnings per share; and
-
non-financial: strategic goals set by each individual business unit based on job descriptions
The STI Program incorporates only cash components for the Executive Team and other employees.
The Board may, at its discretion, award bonuses for exceptional performance in relation to each person’s pre-agreed KPIs.
Long Term Incentive (LTI)
The Company considered that it was desirable to adopt two new employee incentive schemes pursuant to which the Company can issue Equity Securities to attract, motivate and retain key executive directors, employees and consultants and provide them with the opportunity to participate in the future growth of the Company. The LTI schemes were approved by shareholders at the Annual General Meeting of the company held 24 November 2023.
Under the Plans, the Board may offer to eligible persons the opportunity to subscribe for such number of Equity Securities in the Company as the Board may decide and on the terms set out in the rules of the Plans.
The purpose of the employee securities incentive plan is to:
-
(a) assist in the reward, retention and motivation of Eligible Participants;
-
(b) link the reward of Eligible Participants to Shareholder value creation; and
-
(c) align the interests of Eligible Participants with shareholders of the Group, by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.
12
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Voting and comments made at the Company’s last Annual General Meeting
GenusPlus Group Ltd held its Annual General meeting on 29 November 2024. There were no adverse comments from the vote on the Remuneration Report for the financial year ending 30 June 2025.
Consequences of performance on shareholder wealth
In considering the Group’s performance and benefits for shareholder wealth, the Board have regard to the following indices in respect of the current financial year and the previous two financial years:
| Item | 2025 | 2024 | 2023 |
|---|---|---|---|
| EPS (cents) | 19.7 | 10.8 | 7.6 |
| Dividends (cents per share) | 3.6 | 2.5 | 2.0 |
| Net profit ($’000) | 35,369 | 19,262 | 13,405 |
| Share price 30 June ($) | 4.01 | 2.06 | 1.12 |
13
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
b Details of remuneration
Details of the nature and amount of each element of the remuneration of each Key Management Personnel (KMP) of GenusPlus Group Ltd are shown in the table below:
| Director and other Key | Post-employment | Long-term | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Management Personnel | Short-term | employee benefits | benefits | benefits | Performance | |||||
| Cash salary | Non-monetary | Long service | Termination | Share-based | based % of | |||||
| Employee | Year | and fees | Cash bonus | benefits | Superannuation | leave | benefits | payments | Total | remuneration |
| Executive Directors | $ | $ | $ | $ | $ | $ | $ | $ | ||
| David Riches | 2025 | 425,800 | 395,625 | - | 29,932 | 37,330 | 888,687 | 44.5% | ||
| CEO and Managing Director | 2024 | 373,738 | 197,532 | - | 27,399 | 48,298 | - | - | 646,967 | 30.5% |
| Non-executive Directors | ||||||||||
| Simon High | 2025 | 137,000 | - | - | 15,755 | - | 152,755 | - | ||
| Chairman | 2024 | 119,961 | - | - | 13,196 | - | - | - | 133,157 | - |
| José Martins | 2025 | 89,500 | - | - | 10,293 | - | 99,793 | - | ||
| Independent | 2024 | 77,283 | - | - | 8,501 | - | - | - | 85,784 | - |
| Paul Gavazzi | 2025 | 89,500 | - | - | 10,293 | - | 99,793 | - | ||
| Independent | 2024 | 77,283 | - | - | 8,501 | - | - | - | 85,784 | - |
| 2025 Total | 2025 | 741,800 | 395,625 | - | 66,273 | 37,330 | - | - | 1,241,028 | 31.9% |
| 2024 Total | 2024 | 648,265 | 197,532 | - | 57,597 | 48,298 | - | - | 951,692 | 20.8% |
14
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
| Director and other Key | Post-employment | Long-term | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Management Personnel | Short-term | employee benefits | benefits | benefits | Performance | ||||
| Cash salary | Non-monetary | Long service | Share-based | based % of | |||||
| Employee | Year | and fees | Cash bonus | benefits | Superannuation | leave | payments | Total | remuneration |
| Other Key Management Personnel | $ | $ | $ | $ | $ | $ | $ | ||
| Damian Wright | 2025 | 349,038 | 218,461 | - | 29,932 | 17,956 | 191,235 | 806,623 | 50.8% |
| CFO & Joint Company Secretary | 2024 | 310,575 | 142,893 | - |
27,399 | 17,107 | 54,699 | 552,673 | 35.8% |
| Michael Green | 2025 | 318,751 | 218,461 | 30,026 | 29,932 | 22,636 | 183,872 | 803,678 | 50.1% |
| EGM Corporate Services | 2024 | 288,171 | 136,617 | 16,185 |
27,399 | 4,803 | 52,245 | 525,420 | 35.9% |
| George Lloyd, EGM National |
2025 | 361,894 | 228,523 | 3,719 | 29,932 | 20,930 | 198,361 | 843,360 | 50.6% |
| Business Development | 2024 | 314,073 | 145,402 | 10,715 |
27,399 | 16,244 | 56,658 | 570,491 | 35.4% |
| Strati Gregoriadis | 2025 | 332,378 | 125,594 | - | 29,932 | - | 90,112 | 578,017 | 37.3% |
| General Counsel & Joint Company Secretary |
2024 | 321,077 | 89,250 | - |
27,399 | - | 24,837 | 462,563 | 24.7% |
| Hasan Murad | 2025 | 329,498 | 220,575 | 24,179 | 29,932 | 20,067 | 123,878 | 748,129 | 46.0% |
| EGM Commercial | 2024 | 329,133 | 197,889 | 24,179 |
27,399 | 6,854 | 35,813 | 621,267 | 37.6% |
| David Fyfe1 | 2025 | 70,510 | 150,000 | - | 7,483 | - | - | 227,993 | 65.8% |
| COO | 2024 | - | - | - | - | - | - | - | - |
| Kevin Arnold2 | 2025 | 332,877 | 134,527 | 26,408 |
29,932 | - | 84,273 | 608,017 | 36.0% |
| EGM – GIS | 2024 | 315,000 | 49,215 | - |
27,399 | - | 22,521 | 414,135 | 17.3% |
| Stewart Furness2 | 2025 | 347,962 | 216,369 | 14,189 |
29,932 | - | 84,840 | 693,291 | 43.4% |
| EGM – Services | 2024 | 230,192 | - | - |
20,549 | - | 22,660 | 273,401 | 8.3% |
| 2025 Total | 2025 | 2,442,908 | 1,512,510 | 98,521 | 217,007 | 81,589 | 956,572 | 5,309,108 | 46.5% |
| 2024 Total | 2024 | 2,108,221 | 761,266 | 51,079 |
184,943 | 45,008 | 269,433 | 3,419,950 | 30.1% |
-
Mr Fyfe commenced with Genus on 22 April 2025.
-
Mr Arnold and Mr Furness became KMP as at 1 July 2024.
15
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
| Fixed | At risk: | |
|---|---|---|
| Employee | remuneration (%) | Short Term Incentives (STI) (%) |
| Executive Directors | ||
| David Riches | 43 | 57 |
| Other Key Management Personnel | ||
| Damian Wright | 61 | 39 |
| Michael Green | 61 | 39 |
| George Lloyd | 61 | 39 |
| Strati Gregoriadis | 72 | 28 |
| Hasan Murad | 61 | 39 |
| David Fyfe | 61 | 39 |
| Kevin Arnold | 72 | 28 |
| Stewart Furness | 61 | 39 |
Remuneration and other terms of employment for the Executive Directors and other Key Management Personnel are formalised in a Service Agreement. The major provisions of the agreements relating to remuneration are set out below:
| Employee | Base salary (including super) ($) |
Term of agreement | Notice period |
|---|---|---|---|
| David Riches | 455,732 | Unspecified | Six months |
| Damian Wright | 378,971 | Unspecified | Three months |
| Michael Green | 348,683 | Unspecified | Three months |
| George Lloyd | 391,826 | Unspecified | Six months |
| Strati Gregoriadis | 362,311 | Unspecified | Three months |
| Hasan Murad | 359,430 | Unspecified | Three months |
| David Fyfe | 500,000 | Unspecified | Six months |
| Kevin Arnold | 363,524 | Unspecified | Two months |
| Stewart Furness | 379,210 | Unspecified | Three months |
c Share-based remuneration
No member of the Key Management Personnel has an entitlement to be paid in shares.
d Bonuses included in remuneration
Details of the short-term incentive cash bonuses awarded as remuneration to each key management personnel, the percentage of the available bonus that was paid in the financial year, and the percentage that was forfeited because the person did not meet the service and performance criteria is set out below. No part of the bonus is payable in future years.
16
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
| Employee | Included in remuneration ($) |
Percentage vested during the year |
Percentage forfeited during the year |
|---|---|---|---|
| Executive Directors | |||
| David Riches | 395,625 | 66.78 | 33.22 |
| Other Key Management Personnel | |||
| Damian Wright | 218,461 | 88.69 | 11.31 |
| Michael Green | 218,461 | 88.75 | 11.25 |
| George Lloyd | 228,523 | 88.88 | 11.12 |
| Strati Gregoriadis | 125,594 | 88.88 | 11.12 |
| Hasan Murad | 220,575 | 88.46 | 11.54 |
| David Fyfe | - | - | - |
| Kevin Arnold | 134,527 | 88.62 | 11.38 |
| Stewart Furness | 216,369 | 84.90 | 15.10 |
17
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
e Performance rights held by key management personnel
Long term incentive (LTI)
During the year key management personnel were granted a long-term incentive based on the follow details:
- Absolute Total Shareholder Return (ATSR): The ATSR is calculated as the compound annual growth rate over the performance period based on the 30 day volume weighted average price (“VWAP”) up to and including the start and finish dates of the period.
| Tranche A | Tranche B | SAR | Tranche A 2025 | ||||
|---|---|---|---|---|---|---|---|
| 1 July 2023 to 30 June | 1 July 2023 to 30 | 1 July 2023 to 30 | 1 July 2024 to 30 | ||||
| 2025 | June 2026 | June 2027 | June 2027 | ||||
| ATSR | Vest % | ATSR | Vest % | ATSR | Vest % | ||
| Less than 8% | 0% | Less than 8% | 0% | Less than 0% | 0% | Less than 8% | 0% |
| Between 8% and 12% | Pro rata allocation | Between 8% and | Pro rata allocation | Between 0% and 50% Pro rata allocation | Between 8% and | Pro rata allocation | |
| between 50% and | 12% | between 50% and | between 0% and | 12% | between 50% and | ||
| 100% | 100% | 100% | 100% | ||||
| More than 12% | 100% | More than 12% | 100% | More than 50% | 100% | More than 12% | 100% |
| Initial VWAP | 1.04 | Initial VWAP | 1.04 | Initial share price | 1.12 | Initial VWAP | 1.88 |
| Target | Target | Target | Target | ||||
| 8% | 1.21 | 8% | 1.31 | 0% | 1.12 | 8% | 2.36 |
| 12% | 1.30 | 12% | 1.46 | 50% | 1.68 | 12% | 2.64 |
The proportion of Tranche A and Tranche B LTI Performance Rights that vest is based on the ATSR over the respective performance periods.
There is a service condition that the key management personnel must be employed at the date of vesting for automatic receipt of the shares. If they are not employed at the date of vesting, the board may, at its discretion, elect to award the shares to the key management personnel.
18
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
The ATSR targets for Tranche A & Tranche B exclude dividends If dividends are paid then the target price needs to be adjusted.
The number of performance rights to acquire shares in the Company held during the 2025 reporting period by each of the key management personnel of the Group; including their related parties are set out below. No options are held by Directors.
| Employee | Grant date | Balance at 1 July 2024 | Number granted | Vested | Lapsed | Held at 30 June 2025 | Expiry date | |||
|---|---|---|---|---|---|---|---|---|---|---|
| David Riches | ||||||||||
| Tranche A Performance Rights | - | - | - | - | - | - | - | |||
| Tranche B Performance Rights | - | - | - | - | - | - | - | |||
| Share Appreciation Performance Rights | - | - | - | - | - | - | - | |||
| Damian Wright | ||||||||||
| Tranche A Performance Rights | 19 | February 2024 | 92,193 | - | - | - | 92,193 | 1 July 2027 | ||
| Tranche B Performance Rights | 19 | February 2024 | 98,933 | - | - | - | 98,933 | 1 July 2027 | ||
| Share Appreciation Performance Rights | 19 | February 2024 | 199,136 | - | - | - | 199,136 | 1 July 2028 | ||
| Tranche A Performance Rights 2025 | 14 | March 2025 | - | 97,254 | 97,254 | 1 July 2028 | ||||
| Michael Green | ||||||||||
| Tranche A Performance Rights | 19 | February 2024 | 88,056 | - | - | - | 88,056 | 1 July 2027 | ||
| Tranche B Performance Rights | 19 | February 2024 | 94,494 | - | - | - | 94,494 | 1 July 2027 | ||
| Share Appreciation Performance Rights | 19 | February 2024 | 190,200 | - | - | - | 190,200 | 1 July 2028 | ||
| Tranche A Performance Rights 2025 | 14 | March 2025 | - | 97,254 | - | - | 97,254 | 1 July 2028 | ||
| George Lloyd | - | - | - | |||||||
| Tranche A Performance Rights | 19 | February 2024 | 95,494 | - | - | - | 95,494 | 1 July 2027 | ||
| Tranche B Performance Rights | 19 | February 2024 | 102,476 | - | - | - | 102,476 | 1 July 2027 | ||
| Share Appreciation Performance Rights | 19 | February 2024 | 206,267 | - | - | - | 206,267 | 1 July 2028 | ||
| Tranche A Performance Rights 2025 | 14 | March 2025 | - | 101,734 | - | - | 101,734 | 1 July 2028 |
19
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
| Employee | Grant date | Balance at 1 July 2024 | Number granted | Vested | Lapsed | Held at 30 June 2025 | Expiry date | ||
|---|---|---|---|---|---|---|---|---|---|
| Strati Gregoriadis | |||||||||
| Tranche A Performance Rights | 19 February 2024 | 63,081 | - | - | - | 63,081 | 1 July 2027 | ||
| Tranche B Performance Rights | 19 February 2024 | 67,693 | - | - | - | 67,693 | 1 July 2027 | ||
| Share Appreciation Performance Rights | 19 February 2024 | - | - | - | - | - | 1 July 2028 | ||
| Tranche A Performance Rights 2025 | 14 March 2025 | - | 55,912 | - | - | 55,912 | 1 July 2028 | ||
| Hasan Murad | |||||||||
| Tranche A Performance Rights | 19 February 2024 | 60,360 | - | - | - | 60,360 | 1 July 2027 | ||
| Tranche B Performance Rights | 19 February 2024 | 64,774 | - | - | - | 64,774 | 1 July 2027 | ||
| Share Appreciation Performance Rights | 19 February 2024 | 130,378 | - | - | - | 130,378 | 1 July 2028 | ||
| Tranche A Performance Rights 2025 | 14 March 2025 | - | 58,917 | - | - | 58,917 | 1 July 2028 | ||
| David Fyfe | |||||||||
| Tranche A Performance Rights | 19 February 2024 | - | - | - | - | - | 1 July 2027 | ||
| Tranche B Performance Rights | 19 February 2024 | - | - | - | - | - | 1 July 2027 | ||
| Share Appreciation Performance Rights | 19 February 2024 | - | - | - | - | - | 1 July 2028 | ||
| Tranche A Performance Rights 2025 | 14 March 2025 | - | - | - | - | - | 1 July 2028 | ||
| Kevin Arnold | |||||||||
| Tranche A Performance Rights | 19 February 2024 | 57,198 | - | - | - | 57,198 | 1 July 2027 | ||
| Tranche B Performance Rights | 19 February 2024 | 61,380 | - | - | - | 61,380 | 1 July 2027 | ||
| Share Appreciation Performance Rights | 19 February 2024 | - | - | - | - | - | 1 July 2028 | ||
| Tranche A Performance Rights 2025 | 14 March 2025 | - | 59,888 | - | - | 59,888 | 1 July 2028 | ||
| Stewart Furness | |||||||||
| Tranche A Performance Rights | 19 February 2024 | 57,552 | - | - | - | 57,552 | 1 July 2027 | ||
| Tranche B Performance Rights | 19 February 2024 | 61,760 | - | - | - | 61,760 | 1 July 2027 | ||
| Share Appreciation Performance Rights | 19 February 2024 | - | - | - | - | - | 1 July 2028 | ||
| Tranche A Performance Rights 2025 | 14 March 2025 | - | 60,421 | - | - | 60,421 | 1 July 2028 |
All awards are equity settled.
20
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
f Shares held by key management personnel
The number of ordinary shares in the Company during the 2025 reporting period held by each of the Group’s key management personnel, including their related parties, is set out below:
| Employee | Balance at start of year | Granted as remuneration | Other changes | Held at the end of reporting period |
|---|---|---|---|---|
| Year ended 30 June 2025 | ||||
| David Riches | 93,583,947 | - | 1,309,375 | 94,893,322 |
| Simon High | 304,167 | - | - | 304,167 |
| José Martins | 100,000 | - | - | 100,000 |
| Paul Gavazzi | 204,167 | - | - | 204,167 |
| Damian Wright | 72,917 | - | - | 72,917 |
| Michael Green | 130,208 | - | - | 130,208 |
| George Lloyd | 1,626,042 | - | (526,042) | 1,100,000 |
| Strati Gregoriadis | - | - | - | - |
| Hasan Murad | 72,917 | - | (6,000) | 66,917 |
| David Fyfe | - | - | - | - |
| Kevin Arnold | - | - | - | - |
| Stewart Furness | - | - | - | - |
None of the shares included in the table above are held nominally by key management personnel.
Loans to key management personnel
The Group allows its employees to take up limited short-term loans to fund merchandise and other purchases through the Group’s business contacts. This facility is also available to the Group’s key management personnel. No member of the key management personnel received a loan during the reporting period.
21
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
The Group does not have an allowance account for receivables relating to outstanding loans and has not recognised any expense for impaired receivables during reporting period.
There were no individuals with loans above $100,000 during the financial year.
End of audited Remuneration Report.
Environmental regulations
The Group’s operations are subject to the environmental regulations that apply to our clients.
There have been no significant breaches during the period covered by this report.
Indemnities given to, and insurance premiums paid for, auditors and officers
Insurance of officers
During the year, GenusPlus Group Ltd paid a premium to insure officers of the Group. The officers of the Group covered by the insurance policy include all Directors.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else to cause detriment to the Group.
Details of the amount of the premium paid in respect of insurance policies are not disclosed as such disclosure is prohibited under the terms of the contract.
The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify any current or former officer of the Group against a liability incurred as such by an officer.
Indemnity of auditors
The Group has agreed to indemnify its auditors, Grant Thornton Audit Pty Ltd, to the extent permitted by law, against any claim by a third party arising from the Group’s breach of its agreement. The indemnity requires the Group to meet the full amount of any such liabilities including a reasonable amount of legal costs.
Non-audit services
During the year, Grant Thornton, the Company’s auditors, performed certain other services in addition to their statutory audit duties.
The Board has considered the non-audit services provided during the year by the auditor and, in accordance with written advice provided by resolution of the Audit and Risk Committee, is satisfied that the provision of those non-audit services during the year is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:
-
all non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the Audit and Risk Committee to ensure they do not impact upon the impartiality and objectivity of the auditor
-
the non-audit services do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards) , as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards
22
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Details of the amounts paid to the auditors of the Company, Grant Thornton, and its related practices for audit and nonaudit services provided during the year are set out in Note 33 to the financial statements.
Proceedings on behalf of Group
No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings.
The Group was not a party to any such proceedings during the year.
Auditor’s Independence Declaration
A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 24 and forms part of this Directors’ Report.
Signed in accordance with a resolution of the Board of Directors.
==> picture [82 x 23] intentionally omitted <==
David Riches Director
27 August 2025
23
==> picture [161 x 31] intentionally omitted <==
Grant Thornton Australia Limited Level 43 Central Park 152-158 St Georges Terrace Perth WA 6000 PO Box 7757 Cloisters Square Perth WA 6850 T +61 8 9480 2000
Auditor’s Independence Declaration
To the Directors of GenusPlus Group Ltd
In accordance with the requirements of section 307C of the Corporations Act 2001 , as lead auditor for the audit of GenusPlus Group Ltd for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
==> picture [164 x 55] intentionally omitted <==
GRANT THORNTON AUDIT PTY LTD Chartered Accountants
==> picture [114 x 42] intentionally omitted <==
B P Steedman Partner – Audit & Assurance
Perth, 27 August 2025
grantthornton.com.au
ABN-41 127 556 389 ACN-127 556 389
Grant Thornton Australia Ltd ABN 41 127 556 389 ACN 127 556 389. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation.
24
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Corporate Governance Statement
- The Corporate Governance Statement is available on GenusPlus Group’s website at www.genusplusgroup.com.au/who we-are/corporate-governance.
CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS
The ASX Corporate Governance Council sets out best practice corporate governance recommendations, including practices and suggested disclosures. Listing Rule 4.10.3 requires disclosure for companies on the extent to which they comply with these recommendations, and if not, to give reasons for not following them.
Unless otherwise indicated, the best practice recommendations of the ASX Corporate Governance Council, including corporate governance practices and suggested disclosures, have been adopted by Genus for the year ended 30 June 2025.
Genus expects to lodge its annual Corporate Governance Statement and Appendix 4G with its full Annual Report to shareholders at the end of September 2025.
CORPORATE GOVERNANCE
Genus is committed to a governance culture that aims to protect shareholder rights, effectively manage risk, enhance disclosure and transparency (both within the company and to external stakeholders) and facilitate the effective functioning of the board.
We believe that by operating with a strong focus on corporate governance, we will enhance Genus’ sustainable long-term performance and value creation for all stakeholders. The Board of Directors is responsible for Genus’ corporate governance framework, which ensures that the Company’s obligations and responsibilities to its various stakeholders are fulfilled. The Company’s 2025 Corporate Governance Statement, to be released to shareholders towards the end of September 2025, will report on Genus’ governance practices. Genus has in place charters, policies, and procedures (published on our website) which are reviewed and revised as appropriate to reflect changes in law and developments in corporate governance.
The Board’s Risk & Audit Committee is responsible for monitoring the effectiveness of the Group’s risk management framework.
25
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2025
| Revenue Other income Employee benefits Raw materials and consumables expenses Contractors and labour hire expenses Motor vehicle expenses Depreciation expense Other expenses Operating profit Share of results of joint ventures Finance income Other losses Finance costs Profit before income tax Income tax expense Profit for the year Other comprehensive income for the year Items that may be reclassified subsequently to profit or loss: Exchange differences on monetary items denominated in foreign currency (net of tax) Total comprehensive income for the year Profit for the year attributable to Owners of the company Earnings per share - Basic earnings per share (cents) - Diluted earnings per share (cents) |
Notes | 2025 2024 $ $ |
|---|---|---|
| 6 7 27 20 9 10 10 11 12 12 |
751,265,713 551,189,613 1,136,310 4,023,969 (248,150,261) (172,752,470) (173,219,104) (151,127,263) (212,734,202) (155,738,291) (25,165,096) (17,831,954) (13,885,307) (14,854,251) (28,047,944) (12,887,955) |
|
| 51,200,109 30,021,398 - (11,583) 3,702,069 872,934 (129,948) (1,312,328) (2,207,898) (1,855,260) |
||
| 52,564,332 27,715,161 (17,195,108) (8,453,123) |
||
| 35,369,224 19,262,038 |
||
| 2 - |
||
| 35,369,226 19,262,038 |
||
| 35,369,226 19,262,038 |
||
| 19.75 10.84 |
||
| 19.37 10.65 |
This statement should be read in conjunction with the notes to the financial statements.
26
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Consolidated Statement of Financial Position
As at 30 June 2025
| Current assets Cash and cash equivalents Restricted cash and cash equivalents Trade and other receivables Contract assets Inventories Financial assets Other assets Total current assets Non-current assets Financial assets Property, plant and equipment Right-of-use assets Intangible assets Total non-current assets Total assets Current liabilities Trade and other payables Contract liabilities Financial liabilities Lease liabilities Current tax liabilities Employee benefits Provisions Total current liabilities Non-current liabilities Financial liabilities Lease liabilities Deferred tax liabilities Employee benefits Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity |
Notes | 2025 2024 $ $ |
|---|---|---|
| 14 15 16 18 19 20 21 23 24 25 26 21 11 27 28 26 21 11 27 28 29 30 |
94,316,050 86,937,885 66,503,109 14,028,796 75,877,196 52,023,295 60,387,694 39,472,365 5,712,374 2,840,598 116,175 326,741 11,420,811 6,640,405 |
|
| 314,333,409 202,270,085 |
||
| 650,371 847,261 49,686,640 25,429,474 34,317,167 28,642,619 71,981,712 30,960,959 |
||
| 156,635,890 85,880,313 |
||
| 470,969,299 288,150,398 |
||
| 106,699,176 75,097,353 99,075,816 33,384,790 2,859,234 1,580,000 15,131,221 10,317,098 6,766,424 4,648,381 21,819,360 13,493,866 11,302,840 65,754 |
||
| 263,654,071 138,587,242 |
||
| 7,207,766 2,700,000 26,539,853 14,655,827 10,727,731 10,012,890 3,015,892 377,997 44,917 650,000 |
||
| 47,536,159 28,396,714 |
||
| 311,190,230 166,983,956 |
||
| 159,779,069 121,166,442 |
||
| 61,545,803 55,265,025 2,092,403 482,773 96,140,863 65,418,644 |
||
| 159,779,069 121,166,442 |
This statement should be read in conjunction with the notes to the financial statements.
27
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Consolidated Statement of Changes in Equity
For the year ended 30 June 2025
| Balance at 1 July 2023 Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners: • dividend paid • LTI performance rights Sub-total Balance at 30 June 2024 Balance at 1 July 2024 Opening balance adjustment (prior year expenses) Restated balance at 1 July 2024 Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners: • dividend paid • Shares issued as part of a business combination • Share issue expenses • LTI performance rights Sub-total Balance at 30 June 2025 |
Notes | Share capital Retained earnings Share based payment reserve Total $ $ $ $ |
|---|---|---|
| 31 30 31 36 30 |
55,265,025 49,711,108 - 104,976,133 - 19,262,038 19,262,038 - (3) - (3) |
|
| - 19,262,035 - 19,262,035 - (3,554,499) - (3,554,499) - - 482,773 482,773 |
||
| - (3,554,499) 482,773 (3,071,726) |
||
| - 15,707,536 482,773 16,190,309 |
||
| 55,265,025 65,418,644 482,773 121,166,442 |
||
| 55,265,025 65,418,644 482,773 121,166,442 |
||
| - (203,885) - (203,885) |
||
| 55,265,025 65,214,759 482,773 120,962,557 - 35,369,224 - 35,369,224 - 2 - 2 |
||
| - 35,369,226 - 35,369,226 - (4,443,122) - (4,443,122) 6,300,000 - - 6,300,000 (19,222) - - (19,222) - - 1,609,630 1,609,630 |
||
| 6,280,778 (4,443,122) 1,609,630 3,447,286 |
||
| 61,545,803 96,140,863 2,092,403 159,779,069 |
This statement should be read in conjunction with the notes to the financial statements.
28
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Consolidated Statement of Cash Flows
For the year ended 30 June 2025
| Operating activities Receipts from customers Payments to suppliers and employees Income tax (paid) Net cash provided by operating activities Investing activities Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Acquisition of subsidiaries (net of cash) Net cash used in investing activities Financing activities Proceeds from borrowings Repayments of borrowings Receipts of sub-lease instalments Payment of lease liabilities principal Dividends paid Interest received Finance costs Net cash used in financing activities Net change in cash and cash equivalents held Cash and cash equivalents at beginning of financial year Cash and cash equivalents at end of financial year |
Notes | 2025 2024 $ $ |
|---|---|---|
| 32 36 14 |
796,391,263 614,824,463 (658,241,684) (521,366,737) (17,216,764) (10,621,153) |
|
| 120,932,815 82,836,573 |
||
| 954,442 1,346,095 (13,116,960) (13,933,408) (34,197,367) (3,229,144) |
||
| (46,359,885) (15,816,457) |
||
| 6,500,000 4,571,705 (2,113,255) (1,880,000) 157,220 291,976 (16,315,466) (11,237,529) (4,443,122) (3,554,499) 3,702,069 872,934 (2,207,898) (1,855,260) |
||
| (14,720,452) (12,790,673) |
||
| 59,852,478 54,229,443 100,966,681 46,737,238 |
||
| 160,819,159 100,966,681 |
This statement should be read in conjunction with the notes to the financial statements.
29
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Notes to the Consolidated Financial Statements
1 Nature of operations
GenusPlus Group Ltd and its subsidiaries’ (the Group) principal activities include the construction and maintenance of transmission and distribution power lines and substations servicing the Western Australian, Queensland, New South Wales, Tasmanian and Victorian power networks as well as providing specialist engineering, testing and commissioning services to the electrical and communications industries.
2 Basis of preparation
The consolidated general purpose financial statements of the Group have been prepared in accordance with the requirements of the Corporations Act 2001 , Australian Accounting Standards (“AASBs”) and other authoritative pronouncements of the Australian Accounting Standards Board (AASB). Compliance with Australian Accounting Standards results in full compliance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). GenusPlus Group Ltd is a for-profit entity for the purpose of preparing the financial statements.
GenusPlus Group Ltd is the Group’s Ultimate Parent Company. GenusPlus Group Ltd is an ASX listed Public Company (ASX Code: GNP) incorporated and domiciled in Australia. The address of its registered office and its principal place of business is Level 1, 63 – 69 Abernethy Road, Belmont, Australia.
The consolidated financial statements for the year ended 30 June 2025 were approved and authorised for issue by the Board of Directors on 27 August 2025.
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 4.
30
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
3 Changes in accounting policies
3.1 New standards adopted as at 1 July 2024
The Group has adopted all the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are relevant to its operations and effective for an accounting period that begins on or after 1 July 2025.
Amendments 2020-1 relating to AASB 101: Classification of Liabilities as Current or Non-current
The amendment specifies the requirements for classifying liabilities as current or non-current. The amendments clarify:
-
What is meant by a right to defer settlement
-
That a right to defer must exist at the end of the reporting period
-
That classification is unaffected by the likelihood that an entity will exercise its deferral right
-
That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
Amendments 2022-6 relating to AASB 101: Amendments to Australian Accounting Standards – Non-current Liabilities with Covenants
The amendment clarifies that only covenants an entity must comply with on or before the reporting date affect whether a liability is classified as current or non-current. Entities must disclose information about covenants that could affect the classification of liabilities, even if compliance is assessed after the reporting date
The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively. The Group's assessment of the impact of the new standard is not expected to have a material impact on the entity in future reporting periods.
31
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
3 Changes in accounting policies (continued)
3.2 Standards, amendments and interpretations to existing Standards that are not yet effective and have not been adopted early by the Group
The following new accounting standards and interpretations have been published that are not mandatory for 30 June 2025 reporting periods, have not been early adopted by the Group, and are as follows:
AASB 2024-4a Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128
This amendment defers the effective date of previous changes relating to the sale or contribution of assets between an investor and its associate or joint venture. It is effective for annual reporting periods beginning on or after 1 January 2025.
AASB 2023-5 Amendments to Australian Accounting Standards – Lack of Exchangeability
This amendment clarifies the accounting requirements when a currency cannot be exchanged into another currency. It is effective for annual reporting periods beginning on or after 1 January 2025.
The entity has assessed the potential impact of these amendments and does not expect them to have a material effect on its financial statements upon initial application.
AASB 101 Presentation of Financial Statements
AASB 18 replaces AASB 101 as the standard describing the primary financial statements and sets out requirements for the presentation and disclosure of information in AASB-compliant financial statements. Amongst other changes, it introduces the concept of the “management-defined performance measure” to financial statements and requires the classification of transactions presented within the statement of profit or loss within one of five categories – operating, investing, financing, income taxes, and discontinued operations. It also provides enhanced requirements for the aggregation and is aggregation of information.
The standard is first adopted for the year ending 30 June 2028. The impact of the adoption has not yet been assessed.
32
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of material accounting policies
Parent entity information
In accordance with the Corporations Act 2001 , these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in Note 41.
Basis of consolidation
The Group financial statements consolidate those of the Parent Company and all of its subsidiaries and joint arrangements as of 30 June 2025. The parent controls a subsidiary or joint arrangement if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary or joint arrangement. All subsidiaries have a reporting date of 30 June. The joint arrangements have reporting dates of 31 December and 30 June. Joint arrangements with 31 December year ends provide all relevant financial information for 30 June as per their contract.
All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated entity's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
33
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Business combinations (continued)
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.
Joint arrangements
Joint arrangements are arrangements in which two or more parties have joint control. Joint control is the contractual agreed sharing of control of the arrangement which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Joint arrangements are classified as either a joint operation or joint venture, based on the rights and obligations arising from the contractual obligations between the parties to the arrangement.
To the extent the joint arrangement provides the Group with rights to the individual assets and obligations arising from the joint arrangement, the arrangement is classified as a joint operation, and as such the Group recognises its:
-
assets, including its share of any assets held jointly;
-
liabilities, including its share of any liabilities incurred jointly;
-
revenue from the sale of its share of the output arising from the joint operation;
-
share of revenue from the sale of the output by the joint operation; and
-
expenses, including its share of any expenses incurred jointly.
To the extent the joint arrangement provides the Group with rights to the net assets of the arrangement, the investment is classified as a joint venture and accounted for using the equity method.
Joint arrangements acquired which are deemed to be carrying on a business are accounted for applying the principles of AASB 3 Business Combinations. Joint arrangements which are not deemed to be carrying on a business are treated as asset acquisitions.
Segment reporting
Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Revenue from contracts with customers
The Group recognises revenue when a customer obtains control of the goods or services, in accordance with AASB 15 Revenue from contracts with customers. Revenue is measured at the fair value of the consideration received or receivable. Determining the timing of the transfer of control: either at a point in time or over time requires judgement.
Revenue is recognised over time if one of the following is met:
-
The customer simultaneously receives and consumes the benefits as the Group performs;
-
The customer controls the asset as the Group creates or enhances it; or
-
The Group’s performance does not create an asset for which the Group has an alternative use and there is a right to payment for the performance to date.
To determine whether to recognise revenue, the Group follows the 5-step revenue recognition model introduced by AASB 15 Revenue from contracts with customers :
-
Identifying the contract(s) with a customer
-
Identifying the performance obligations in the contract
-
Determining the transaction price
-
Allocating the transaction price to the performance obligations in the contract
-
Recognising revenue when/as performance obligation(s) are satisfied.
The Group often enters into transactions involving a range of the Group’s products and services. In all cases, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative standalone selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties.
The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as contract liabilities in the statement of financial position (see Note 25). Similarly, if the Group satisfies a performance obligation before it receives the consideration, the Group recognises either a contract asset or a receivable in its statement of financial position, depending on whether something other than the passage of time is required before the consideration is due.
Construction Contracts
Revenue from construction contracts is recognised when the benefits transfer to the customer as the work is performed and as such revenue is recognised over the duration of the project according to the percentage of costs completed, or input method. Under this method revenue is calculated based on the proportion of the contract costs incurred for work performed to date relative to the estimated total contract costs. Revenue recognised under this method is derived from projects containing one performance obligation.
Services revenue
Revenue from the provision of services is recognised as the service is provided. Typically, under the performance obligations of a service contract, the customer consumes and receives the benefit of the service as it is provided. As such, service revenue is recognised over time as the services are provided, with each service a separate performance obligation. The transaction price is allocated to each obligation based on standalone selling prices.
Work order revenue generated in the Communications division is recognised at a point in time as the customer receives the benefit once the work has been completed. The transaction price is calculated based on a schedule of rates which define the price of the ticket of work.
35
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Revenue from contracts with customers (continued)
Transaction price and contract modifications
The transaction price is the amount of consideration to which the company expects to be entitled to under the customer contract and which is used to value total revenue and is allocated to each performance obligation. The determination of this amount includes “fixed remuneration”, (for example lump sum) and “variable consideration”.
The main variable consideration elements are claims (contract modifications) and consideration for optional works and provisional sums each of which needs to be assessed. Contract modifications are changes to the contract approved by the parties to the contract.
The Group applies the guidance given in AASB 15 in relation to variable consideration. The estimate of variable consideration can only be recognised to the extent that it is highly probable that there will not be a significant reversal of revenue in the future.
The measurement of additional consideration arising from claims is subject to a high level of uncertainty, both in terms of the amount that customers will pay and the collection times, which usually depend on the outcome of negotiations between the parties or decisions taken by judicial/arbitration bodies. The Group considers all relevant aspects in circumstances such as the contract terms, business in negotiating practices of the sector, the Group’s historical experiences with similar contracts and consideration of those factors that affect the variable consideration that are out of control of the Group or other supporting evidence when making the above decision.
Loss making contracts
A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract, which is determined based on the incremental costs of fulfilling the obligation under the contract and an allocation of other costs directly related to fulfilling the contract. The provision is recognised in full in a period in which the loss-making contract is identified under AASB 137 Provisions, Contingent Liabilities and Contingent Assets .
Under AASB 137, the assessment of whether a provision needs to be recognised takes place at the contract level. In addition, when two or more contracts entered into at or near the same time are required to be combined for accounting purposes, AASB 15 requires the Group to perform the assessment of whether the contract is onerous at the level of the combined contracts. The Group also notes that the amount of loss accrued in respect of a loss contract under AASB 137 takes into account an appropriate allocation of construction overheads.
36
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Goodwill
Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. See Business combinations (above) for information on how goodwill is initially determined. Goodwill is carried at cost less accumulated impairment losses. Refer to impairment testing in Note 23 for a description of impairment testing procedures.
Property, plant and equipment
Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the statement of financial position at cost, less any recognised impairment loss.
Properties held for production, supply or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.
Freehold land is not depreciated.
Fixtures and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
The depreciation rates used for each class of depreciable assets are:
| Class of fixed asset | Depreciation rate |
|---|---|
| Buildings: | 10% |
| Leasehold improvements: | 10%-33% |
| Plant and equipment: | 10%-33% |
| Furniture, fixtures and fittings: | 10% - 33% |
| Tools and low value assets | 18.8%-33% |
| Software and technology | 33% |
| Motor vehicles | 10% - 25% |
Depreciation rates and methods shall be reviewed at least annually and, where changed, shall be accounted for as a change in accounting estimate. Where depreciation rates or methods are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Depreciation recognised in prior financial years shall not be changed, that is, the change in depreciation rate or method shall be accounted for on a ‘prospective’ basis.
Assets held under leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
37
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Leased assets
The Group as lessee
For any new contracts entered into, the Group considers whether a contract is or contains a lease. A lease is defined as a ‘contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration’. To apply this definition the Group assesses whether the contract meets three key evaluations which are whether:
-
the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group
-
the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract
-
the Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use.
Measurement and recognition of leases as a lessee
In respect of leased assets, at lease commencement date the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). All other leased assets are recorded under property, plant and equipment according to the category of asset.
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.
The right-of-use assets are presented as a separate line in the consolidated statement of financial position.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.
The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.
The lease liability is presented as a separate line in the consolidated statement of financial position.
38
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Impairment testing of goodwill, other intangible assets and property, plant and equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management monitors goodwill.
Cash-generating units to which goodwill has been allocated (determined by the Group’s management as equivalent to its operating segments) are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows.
The data used for impairment testing procedures are directly linked to the Group’s latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect management’s assessment of respective risk profiles, such as market and asset-specific risks factors.
Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cashgenerating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment charge is reversed if the cash-generating unit’s recoverable amount exceeds its carrying amount.
Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement
Financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
Financial assets are classified into the following categories:
-
amortised cost
-
fair value through profit or loss (FVTPL)
-
fair value through other comprehensive income (FVOCI)
In the periods presented, the Group does not have any financial assets categorised as FVOCI.
39
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Financial instruments (continued)
Classification and initial measurement (continued)
The classification is determined by both:
-
the entity’s business model for managing the financial asset
-
the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, or finance income, except for impairment of trade receivables which is presented within other expenses.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
-
they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows
-
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL.
This category also contains an equity investment. The Group accounts for the investment at FVTPL and did not make the irrevocable election to account for the investment in Volt Group Ltd (ASX:VPR) at fair value through other comprehensive income (FVOCI). The fair value was determined in line with the requirements of AASB 9, which does not allow for measurement at cost.
Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
Impairment of financial assets
AASB 9’s impairment requirements use forward-looking information to recognise expected credit losses – the ‘expected credit loss (ECL) model’. Instruments within scope include loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.
40
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Subsequent measurement of financial assets (continued)
Financial instruments (continued)
The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
-
financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’) and
-
financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’).
-
‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.
‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.
Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and assets and liabilities of associates or joint ventures are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with ‘ AASB 5 - Non-current assets held for sale and discontinued operations’ .
Under the equity method, an investment in an associate or a joint venture is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group’s share of losses of an associate or a joint venture exceeds the Group’s interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.
An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.
41
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Investments in associates and joint ventures (continued)
The requirements of AASB 136 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with AASB 136 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with AASB 136 to the extent that the recoverable amount of the investment subsequently increases.
The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or a joint venture. When the Group retains an interest in the former associate or a joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with AASB 9. The difference between the carrying amount of the associate or a joint venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or a joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) when the associate or joint venture is disposed of.
When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.
When a Group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognised in the Group’s consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.
The Group applies AASB 9, including the impairment requirements, to long-term interests in an associate or joint venture to which the equity method is not applied and which form part of the net investment in the investee. Furthermore, in applying AASB 9 to long-term interests, the Group does not take into account adjustments to their carrying amount required by ‘ AASB 128 – Investments in associates and joint ventures’ (i.e. adjustments to the carrying amount of longterm interests arising from the allocation of losses of the investee or assessment of impairment in accordance with AASB 128).
Trade and other receivables and contract assets and liabilities
Contract assets
A contract asset is initially recognised for revenue earned from construction and maintenance services when the receipt of consideration is conditional on client acceptance of the successful completion or installation of the underlying contractual obligation. Upon such notification, the amount recognised as contract assets is reclassified as trade receivables.
Trade receivables
A receivable is recognised if an amount of consideration that is unconditional is due from the customer (i.e. only the passage of time is required before payment of the consideration is due).
42
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Trade and other receivables and contract assets and liabilities (continued)
Contract liabilities
A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group performs under the contract (i.e. transfers control of the related goods or services to the customer.)
Impairment of contract assets and liabilities and trade receivables
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.
The Group assess impairment of trade receivables on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due. Refer to Note 39 for a detailed analysis of how the impairment requirements of AASB 9 are applied.
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.
Taxation
Tax consolidation
The Company and its wholly-owned Australian resident entities are members of a tax-consolidated group under Australian tax law. The Company is the head entity within the tax-consolidated group. In addition to its own current and deferred tax amounts, the Company also recognises the current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group.
Amounts payable or receivable under the tax-funding arrangement between the Company and the entities in the tax consolidated group are determined using a ‘separate taxpayer within group’ approach to determine the tax contribution amounts payable or receivable by each member of the tax-consolidated group. This approach results in the tax effect of transactions being recognised in the legal entity where that transaction occurred, and does not tax effect transactions that have no tax consequences to the group. The same basis is used for tax allocation within the tax-consolidated group.
43
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Taxation (continued)
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Adjustments are made for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the Company or that have a different tax consequence at the level of the entity.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Adjustments are made for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the Company or that have a different tax consequence at the level of the entity.
Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
Management has applied a risk weighted measurement to the tax treatments used in the Group and has determined that there is no change required under IFRIC 23 Uncertainty over Income Tax Treatments.
44
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Equity, reserves and dividend payments
Share capital represents the fair value of shares that have been issued. Any transaction costs associated with the issuing of shares are deducted from share capital, net of any related income tax benefits.
Other components of equity include the following:
- Share based payment reserve: comprises amounts recognised to account for the share based payments made to the key management personnel.
Retained earnings include all current and prior period retained profits.
Dividend distributions payable to equity shareholders are included in other liabilities when the dividends have been declared by the Board prior to the reporting date.
All transactions with owners of the parent are recorded separately within equity.
Share-based payment transactions
The Group provides remuneration to certain employees, including Directors, of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’).
The cost of these equity-settled transactions is measured by reference to the fair value at the date at which they are vested. The fair value is measured using a the Black Scholes option pricing model and Monte Carlo Simulations, that take into account the terms and conditions on which the instruments were granted and the current likelihood of achieving the specified target. Further, the cost of equity-settled transactions is recognised, over the vesting period.
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Onerous contracts
Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
46
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of GenusPlus Group Ltd, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Dividends
Dividends are recognised when declared during the financial year and no longer at the discretion of the company.
Significant management judgement in applying accounting policies and estimation uncertainty
When preparing the Group’s consolidated financial statements, management makes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, revenue and expenses.
Critical judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Construction contract revenue
Recognised amounts of construction contract revenues and related receivables reflect management’s best estimate of each contract’s outcome and stage of completion. For more complex contracts in particular, costs to complete and contract profitability are subject to significant estimation uncertainty.
Impairment of non-financial assets and goodwill
In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.
47
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
4 Statement of accounting policies (continued)
Significant management judgement in applying accounting policies and estimation uncertainty (continued)
Critical judgements, estimates and assumptions (continued)
Calculation of loss allowance
When measuring expected credit losses(ECL), the Group uses reasonable and supportable forward looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.
Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.
Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions.
The Group maintains insurance against Domestic Trade Credit defaults and therefore considers the risk of loss to be minimal.
Fair value measurements and valuation processes
Some of the Group's assets and liabilities are measured at fair value for financial reporting purposes.
In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent it is available.
Business combinations
Management uses valuation techniques in determining the fair values of the various elements of a business combination. Particularly, the fair value of contingent consideration is dependent on the outcome of many variables that affect future profitability.
48
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
5 Segment Reporting
Management currently identifies the Group’s three business lines as its operating segments: infrastructure, services, and energy & engineering. The Group’s Chief Operating Decision Maker (CODM) is its managing director, who monitors the performance of these operating segments as well as deciding on the allocation of resources to them. Segment performance is monitored using adjusted segment operating results. Each of these operating segments is managed separately as each requires different technologies, marketing approaches and other resources. All inter-segment transfers are carried out at arm’s length prices based on prices charged to unrelated customers in stand-alone sales of identical goods and services. The segments and their comparatives have been adjusted to align with management’s reporting. A brief description of each segment is detailed below:
Infrastructure - industry-leading expertise and sector experience, delivering comprehensive services across the entire infrastructure lifecycle. From planning, design, and construction to testing, maintenance, and decommissioning, Infrastructure provides reliable, future-ready solutions tailored to the evolving needs of infrastructure networks.
Services constructs communication networks, provides asset management on utilities and upgrades to existing power infrastructure. Services solutions span the asset lifecycle; from feasibility, engineering, design, site acquisition, logistics, procurement, construction, and integration to vegetation management, operations and maintenance.
Energy and Engineering - Deliver end-to-end Engineering, Procurement, and Construction (EPC) solutions, offering a comprehensive range of in-house design capabilities across communications and energy assets. Our expertise spans from concept and design through to construction and commissioning—ensuring seamless integration, efficiency, and quality in every phase.
The revenues and profit generated by each of the Group’s operating segments and segment assets and liabilities are summarised as follows:
| Revenues Inter-segment Segment revenues Employment expenses Consumables and materials used Contractors and labour hire expenses Motor vehicle expenses Depreciation and amortisation expenses Other expenses Segment Profit before Income Tax Other income Unallocated (including net corporate overheads) Group operating profit Assets Liabilities |
Year to 30 June 2025 Infrastructure Services Energy & Engineering Total Segments Other / Eliminations Total $ $ $ $ $ $ |
|---|---|
| 405,100,957 122,109,614 224,055,142 751,265,713 - 751,265,713 10,474,373 1,054,383 10,436,389 21,965,145 (21,965,145) - |
|
| 415,575,330 123,163,997 234,491,531 773,230,858 (21,965,145) 751,265,713 (139,764,227) (29,788,025) (64,793,554) (234,345,806) - (234,345,806) (108,218,311) (11,592,407) (67,593,814) (187,404,532) 14,634,759 (172,769,773) (95,291,266) (59,202,826) (65,570,033) (220,064,125) 7,330,386 (212,733,739) (21,451,402) (2,528,660) (1,085,167) (25,065,229) - (25,065,229) (9,461,406) (3,648,345) (978,241) (14,087,992) 2,299,431 (11,788,561) (17,883,524) (4,728,208) (15,568,815) (38,180,547) 25,031,640 (13,148,907) |
|
| 23,505,194 11,675,526 18,901,907 54,082,627 27,331,071 81,413,698 |
|
| - - - - 1,136,310 1,136,310 - - - - (31,349,899) (31,349,899) |
|
| 23,505,194 11,675,526 18,901,907 54,082,627 (2,882,518) 51,200,109 |
|
| 309,243,843 51,394,462 95,404,148 456,042,453 14,926,846 470,969,299 191,031,569 32,833,355 71,277,876 295,142,800 16,047,430 311,190,230 |
49
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
| Revenues Inter-segment Segment revenues Employment expenses Consumables and materials used Contractors and labour hire expenses Motor vehicle expenses Depreciation and amortisation expenses Other expenses Segment Profit (loss) before Income Tax Other income Unallocated (including net corporate overheads) Group operating profit Assets Liabilities |
Year to 30 June 2024 Infrastructure Services Energy & Engineering Total Segments Other / Eliminations Total $ $ $ $ $ $ |
|---|---|
| 311,488,758 88,631,164 151,565,562 551,685,484 - 551,685,484 7,089,227 418,880 1,055,747 8,563,854 (8,563,854) (0) |
|
| 318,577,985 89,050,044 152,621,309 560,249,338 (8,563,854) 551,685,484 (95,205,738) (21,829,048) (44,603,024) (161,637,810) - (161,637,810) (93,110,943) (10,267,286) (47,239,585) (150,617,814) - (150,617,814) (68,272,306) (48,193,308) (48,301,411) (164,767,025) 8,563,854 (156,203,171) (15,299,081) (1,376,426) (1,062,698) (17,738,205) - (17,738,205) (7,565,099) (4,920,960) (407,257) (12,893,316) - (12,893,316) (15,939,804) (3,606,929) (3,430,899) (22,977,632) 19,468,646 (3,508,986) |
|
| 23,185,014 (1,143,913) 7,576,435 29,617,536 19,468,646 49,086,182 |
|
| - - - - 4,023,969 4,023,969 - - - -- (23,088,753) (23,088,753) |
|
| 23,185,014 (1,143,913) 7,576,435 29,617,536 403,862 30,021,398 |
|
| 193,092,884 53,088,487 46,482,258 292,663,629 (4,513,230) 288,150,398 100,827,442 49,899,254 41,408,652 192,135,348 (25,151,391) 166,983,956 |
50
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
5 Segment reporting (continued)
The totals presented for the Group’s operating segments reconcile to the key financial figures as presented in its consolidated financial statements as follows:
| Revenues Total reportable segment revenues Group Revenues Profit or loss Total reportable segment operating profit Other income Unallocated (including net corporate overheads) Group operating profit Share of profit of joint ventures Finance costs Other gains / (losses) Finance income Group profit before tax Assets Total reportable segment assets Other segment assets Elimination of inter-segment assets Group assets Liabilities Total reportable segment liabilities Other segment liabilities Elimination of inter-segment liabilities Group liabilities |
Note | 2025 2024 $ $ |
|---|---|---|
| 751,265,713 551,685,483 |
||
| 751,265,713 551,685,483 54,082,627 29,617,536 1,136,310 4,023,969 (4,018,828) (3,620,107) |
||
| 51,200,109 30,021,398 - (11,583) (2,207,898) (1,855,260) (129,948) (1,312,328) 3,702,069 872,934 |
||
| 52,564,332 27,715,161 |
||
| 456,042,453 292,663,628 77,991,044 16,881,117 (63,064,198) (21,394,347) |
||
| 470,969,299 288,150,398 |
||
| 295,142,800 192,135,347 (26,008,918) 14,669,307 42,056,348 (39,820,698) |
||
| 311,190,230 166,983,956 |
51
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
6 Revenue
The Group’s revenue disaggregated by type is as follows:
| Note 2025 2024 $ $ Construction 502,527,780 408,272,748 Services 248,737,933 142,916,865 751,265,713 551,189,613 he Group’s revenue disaggregated by pattern of revenue recognition is as follows: Construction Services Note 2025 2024 2025 2024 $ $ $ $ Products and services - Transferred over time 502,527,780 408,272,748 220,560,187 105,805,865 - Transferred at a point in time - - 28,177,747 37,111,000 502,527,780 408,272,748 248,737,934 142,916,865 Note 2025 2024 $ $ Contract balances Trade receivables 15 74,656,675 49,362,910 Contract assets 16 60,387,694 39,472,365 135,044,369 88,835,275 |
Note 2025 2024 $ $ Construction 502,527,780 408,272,748 Services 248,737,933 142,916,865 751,265,713 551,189,613 he Group’s revenue disaggregated by pattern of revenue recognition is as follows: Construction Services Note 2025 2024 2025 2024 $ $ $ $ Products and services - Transferred over time 502,527,780 408,272,748 220,560,187 105,805,865 - Transferred at a point in time - - 28,177,747 37,111,000 502,527,780 408,272,748 248,737,934 142,916,865 Note 2025 2024 $ $ Contract balances Trade receivables 15 74,656,675 49,362,910 Contract assets 16 60,387,694 39,472,365 135,044,369 88,835,275 |
Note 2025 2024 $ $ Construction 502,527,780 408,272,748 Services 248,737,933 142,916,865 751,265,713 551,189,613 he Group’s revenue disaggregated by pattern of revenue recognition is as follows: Construction Services Note 2025 2024 2025 2024 $ $ $ $ Products and services - Transferred over time 502,527,780 408,272,748 220,560,187 105,805,865 - Transferred at a point in time - - 28,177,747 37,111,000 502,527,780 408,272,748 248,737,934 142,916,865 Note 2025 2024 $ $ Contract balances Trade receivables 15 74,656,675 49,362,910 Contract assets 16 60,387,694 39,472,365 135,044,369 88,835,275 |
Note | 2025 2024 $ $ |
|---|---|---|---|---|
| 502,527,780 408,272,748 248,737,933 142,916,865 |
||||
| 751,265,713 551,189,613 |
||||
| 502,527,780 408,272,748 220,560,187 105,805,865 - - 28,177,747 37,111,000 |
||||
| 502,527,780 408,272,748 248,737,934 142,916,865 |
||||
| Note | 2025 2024 $ $ |
|||
| 15 16 |
74,656,675 49,362,910 60,387,694 39,472,365 |
|||
| 135,044,369 88,835,275 |
The Group’s revenue disaggregated by pattern of revenue recognition is as follows:
Trade receivables are non-interest bearing and are generally on 30 to 90 day terms. In 2025 ($3,185,605) (2024: $76,606) was recognised as provision for expected credit losses on trade receivables.
Contract assets and revenue includes contract modifications recognised in accordance with the Group’s accounting policy for which amounts are not yet finalised with customers.
7 Other income
| Net (loss)/gain on disposal of property, plant and equipment Insurance claims and recoveries Apprenticeship training subsidies Bad debt recovered Other income |
Note | 2025 2024 $ $ |
|---|---|---|
| (47,047) 464,047 9,707 273,748 720,948 382,389 - 2,223,000 452,702 680,785 |
||
| 1,136,310 4,023,969 |
52
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
8 Joint arrangements
Details of material joint arrangements
Details of each of the Group’s material joint arrangements at the end of the reporting period are as follows:
| Name of joint arrangement Principal activity Place of incorporation |
Proportion of ownership interest held by the Group |
|---|---|
| Acciona Genus Joint Arrangement The engineering, procurement, construction and commissioning of a high- voltage electricity transmission line and associated infrastructure ACA Central, NSW Samsung Genus Joint Arrangement Design and build of a battery energy storage system Melbourne, VIC |
2025 2024 |
| 25% 25% 30% 30% |
Note: During 2023, Blue Tongue Energy Pty Ltd was a joint arrangement. Blue Tongue Energy Pty Ltd was fully acquired on 28 July 2023.
Acciona Genus Joint Arrangement
During FY24, the Group entered into a joint arrangement with Acciona Construction Pty Ltd for the construction of the HumeLink East project in New South Wales. The Group holds 25% ownership of the joint arrangement. The parties to the contract have agreed to establish an unincorporated and fully integrated joint venture. Each party may contract jointly and severally with the client for performance of the works.
The legal form of the joint arrangement and terms of the contract satisfies the requirements of AASB 11 Joint Arrangements (para14-15). The parties would be considered joint operators, and the joint arrangement would be considered a joint operation for the purposes of the standard. Accordingly, all accounting should be undertaken per the requirements of AASB11, on a proportionate basis by each of the parties to the joint arrangement.
The Group’s interest in Acciona Genus Joint Arrangement is accounted for using the proportional consolidation method in the consolidated financial statements.
No dividends were received from Acciona Genus Joint Arrangement during the year ended 30 June 2025.
Samsung Genus Joint Arrangement
During FY24, the Group entered into a joint arrangement with Samsung C&T Corporation for the construction of the Melbourne Renewable Energy Hub – Stage 1A project located in Plumpton Victoria. The Group holds 30% ownership of the joint arrangement. The parties to the contract have agreed to establish an unincorporated and fully integrated joint venture. Each party may contract jointly and severally with the client for performance of the works.
The legal form of the joint arrangement and terms of the contract satisfies the requirements of AASB11 (para14-15). The parties would be considered joint operators, and the joint arrangement would be considered a joint operation for the purposes of the standard. Accordingly, all accounting should be undertaken per the requirements of AASB11, on a proportionate basis by each of the parties to the joint arrangement.
The Group’s interest in Samsung Genus Joint Arrangement is accounted for using the proportional consolidation method in the consolidated financial statements.
No dividends were received from Samsung Genus Joint Arrangement during the year ended 30 June 2025.
53
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
9 Other expenses
| Other expenses recognised during the period Insurance Consultancy, legal and other professional fees Computer, and other ICT expenses Occupancy costs Stamp duty – acquisition of Pole Foundations Travel, accommodation and entertainment Corporate communications and sponsorships Administrative expenses Other expenses Total other expenses |
Note | 2025 2024 $ $ |
|---|---|---|
| 5,995,174 4,710,098 3,603,542 2,249,531 1,414,783 965,759 3,722,359 1,163,470 - 126,690 1,729,889 928,112 400,653 247,399 5,924,386 2,220,303 5,257,158 276,593 |
||
| 28,047,944 12,887,955 |
10 Finance costs and finance income
Finance income for the reporting periods consist of the following:
| Finance income for the reporting periods consist of the following: | ||
|---|---|---|
| Interest income from cash and cash equivalents Interest on leases Finance costs for the reporting periods consist of the following: Interest expenses for borrowings at amortised cost: Bank loans Lease liabilities Total interest expense Other finance costs Total finance costs |
Note | 2025 2024 $ $ |
| Note | 3,686,921 842,743 15,148 30,191 |
|
| 3,702,069 872,934 |
||
| 2025 2024 $ $ |
||
| 21 | 333,677 265,398 1,471,465 1,310,847 |
|
| 1,805,142 1,576,245 |
||
| 402,756 279,015 |
||
| 2,207,898 1,855,260 |
54
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
11 Income tax expense
The major components of tax expense and the reconciliation of the expected tax expense based on the domestic effective tax rate of GenusPlus Group Ltd at 30% (2023: 30%) and the reported tax expense in profit or loss are as follows:
| Reconciliation between tax expense and pre-tax accounting profit Profit before tax Domestic tax rate for GenusPlus Group Ltd Expected tax expense Adjustment for non-deductible expenses: Other expenses Acquisition Costs Adjustments in the current year in relation to the current tax of prior years Income tax expense Tax expense comprises: Income tax expense Adjustments in relation the current tax of prior years Origination and reversal of temporary differences Income tax expense reported in the income statement The applicable effective tax rates are: |
Note | 2025 2024 $ $ |
|---|---|---|
| 52,564,332 27,715,161 30% 30% |
||
| 15,769,300 8,314,548 203,976 17,901 443,400 - 778,432 120,674 |
||
| 17,195,108 8,453,123 |
||
| 18,102,869 7,641,145 778,432 1,349,200 (1,686,193) (537,222) |
||
| 17,195,108 8,453,123 |
||
| 32.7% 30.5% |
55
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
11 Income tax expense (continued)
(a) Recognised deferred tax assets and liabilities
Deferred income tax balances relate to the following:
| 1 July 2023 Recognised in profit and loss 30 June 2024 Recognised in profit and loss Business combinations 30 June 2025 $ $ $ $ $ $ |
|
|---|---|
| Deferred tax liabilities Contract assets Trade and other receivables Right-of-use assets Customer relationships Other current assets Deferred tax assets Financial assets Trade and other receivables Trade and other payables Property, plant and equipment Lease liabilities Statutory liabilities Employee benefits Blackhole expenditure Transferred tax losses Borrowing costs |
(11,278,672) (3,673,299) (14,951,971) (2,007,153) - (16,959,124) 22,796 (41,124) (18,328) 18,328 - - (6,977,517) (426,211) (7,403,728) (2,836,832) - (10,240,560) (1,582,957) 737,545 (845,412) (1,057,836) (2,401,034) (4,304,282) (411,340) 365,551 (45,789) - - (45,789) |
| (20,227,690) (3,037,538) (23,265,228) (5,883,493) (2,401,034) (31,549,755) |
|
| (18,386) 21,861 3,475 (3,475) - - - - - 421,209 - 421,209 - 295,322 295,322 31,282 - 326,604 (1,105,094) 6,072,120 4,967,026 4,854,889 - 9,821,915 6,560,896 (4,067,492) 2,493,404 (500,853) - 1,992,551 742,022 310,748 1,052,770 (1,052,770) - - 2,942,967 1,218,592 4,161,559 4,024,017 - 8,185,576 528,171 (253,221) 274,950 (204,613) - 70,337 22,156 (22,156) - - - - 4,845 (1,013) 3,832 - - 3,832 |
|
| 9,677,577 3,574,761 13,252,338 7,569,686 - 20,822,024 |
|
| (10,550,113) 537,223 (10,012,890) 1,686,193 (2,401,034) (10,727,731) |
All deferred tax assets (including tax losses and other tax credits) have been recognised in the statement of financial position.
(b) Current Income tax
Income tax payable
| Note | 2025 | 2024 |
|---|---|---|
| $ | $ | |
| 6,766,424 | 4,648,381 |
56
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
12 Earnings per share
Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the parent company (GenusPlus Group Ltd) as the numerator, i.e. no adjustments to profits were necessary during the year ended 30 June 2025 and 30 June 2024.
| nded 30 June 2025 and 30 June 2024. | |
|---|---|
| Profit for the period | Note 2025 2024 $ $ |
| 35,369,224 19,262,038 |
The weighted average number of shares for the purpose of calculation of diluted earnings per share can be reconciled to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows:
| Weighted average number of shares used in basic earnings per share Shares deemed to be issued for no consideration Weighted average number of shares used in diluted earnings per share Earnings per share (basic) Earnings per share (diluted) |
Note | 2025 2024 No. No. |
|---|---|---|
| 179,127,345 177,724,948 3,448,695 3,196,492 |
||
| 182,576,040 180,921,440 |
||
| 19.75 10.84 19.37 10.65 |
57
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
13 Share-based payment arrangements
At 30 June 2025, the Group had the following share-based payment arrangements.
On 14 March 2025, the Group granted performance rights to key management personnel. Upon vesting, each performance right entitles the holder to one ordinary share of GenusPlus Group Ltd (ASX: GNP). The vesting conditions and number of rights granted are detailed as follows; all performance rights are to be settled by the physical delivery of shares.
| Security | Number | Details | Key vesting conditions | Exercise price | Expiry date |
|---|---|---|---|---|---|
| Performance | 852,454 | Absolute Total Shareholder Return | Proportional vesting based on the | Nil | 1 July |
| Rights | (ATSR) measure | ATSR, for the period from 1 July | 2028 | ||
| A proportional LTI payment shall be | 2024 to 30 June 2027 (the | ||||
| made which is directly proportional | “Performance Period”). | ||||
| to the Total Shareholder Return | |||||
| (TSR) from 1 July 2024 to 30 June | |||||
| 2027 (Performance Period). | |||||
| Security | Number | Details | Key vesting conditions | Exercise price | Expiry date |
| Retention | 35,914 | Unlisted performance rights | The holder remaining | Nil | 1 July |
| Performance | issued for nil consideration each | continuously employed (or | 2028 | ||
| Rights | exercisable into one ordinary | otherwise engaged) | |||
| share at any time between | by the Company up to and | ||||
| meeting the vesting condition | including 30 June 2027 | ||||
| and the expiry date | |||||
| Tranche A LTI | 920,231 | Unlisted performance rights | Proportional vesting based on the | Nil | 1 July |
| Performance | issued for nil consideration each | Absolute Total Shareholder | 2027 | ||
| Rights | exercisable into one ordinary | Return (“ATSR”), for the period | |||
| share at any time between | from 1 July 2023 to 30 | ||||
| meeting the vesting condition | June 2025 (the “Tranche A | ||||
| and the expiry date | Performance Period”) | ||||
| Tranche B LTI | 987,513 | Unlisted performance rights | Proportional vesting based on the | Nil | 1 July |
| Performance | issued for nil consideration each | ATSR, for the period from 1 July | 2027 | ||
| Rights | exercisable into one ordinary | 2023 to 30 June 2026 (the | |||
| share at any time between | “Tranche B Performance Period”) | ||||
| meeting the vesting condition | |||||
| and the expiry date | |||||
| Share | 1,252,834 | Unlisted performance rights | A proportion will vest based on | Nil | 1 July |
| Appreciation | issued for nil consideration each | the share price growth from 1 | 2028 | ||
| Performance | exercisable into one ordinary | July 2023 to 30 June 2027. | |||
| Rights | share at any time between | ||||
| meeting the vesting condition | |||||
| and the expiry date |
On 19 February 2024, the Group granted performance rights to key management personnel. Upon vesting, each performance right entitles the holder to one ordinary share of GenusPlus Group Ltd (ASX: GNP). The vesting conditions and number of rights granted are detailed as follows; all performance rights are to be settled by the physical delivery of shares.
There is a service condition that the key management personnel must be employed at the date of vesting for automatic receipt of the shares. If they are not employed at the date of vesting, the board may, at its discretion, elect to award the shares to the key management personnel.
58
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
13 Share-based payment arrangements (continued)
Measurement of fair values
Equity-settled share-based payment arrangements
The fair value of the performance rights were measured using the Black Scholes formula and Monte Carlo simulation. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring the fair value.
The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans were as follows:
| Security | 2024 Retention | 2024 Tranche A | 2024 Tranche B | 2024 Share | 2025 |
|---|---|---|---|---|---|
| Performance | LTI | LTI | Appreciation | Performance | |
| Rights | Performance Rights |
Performance Rights |
Performance Rights |
Rights | |
| Vesting condition | Non-market | ATSR | ATSR | Share price | ATSR |
| appreciation | |||||
| Methodology | Black Scholes | Monte Carlo | Monte Carlo | Monte Carlo | Monte Carlo |
| Iterations | n/a | 100,000 | 100,000 | 100,000 | 100,000 |
| Grant date | 16 February 2024 | 19 February 2024 | 19 February 2024 | 19 February 2024 | 14 March 2025 |
| Measurement date | n/a | 30 June 2025 | 30 June 2026 | 30 June 2027 | 24 March 2025 |
| Expiry date | 1 July 2028 | 1 July 2027 | 1 July 2027 | 1 July 2028 | 1 July 2028 |
| Share price at grant | 1.390 | 1.410 | 1.410 | 1.410 | 2.540 |
| date ($) | |||||
| Initial VWAP ($) | n/a | 1.036 | 1.036 | n/a | 1.876 |
| Initial share price ($) | n/a | n/a | n/a | n/a | n/a |
| Exercise price ($) | nil | nil | nil | nil | Nil |
| Risk-free rate (%) | 3.771 | 3.752 | 3.752 | 3.752 | 3.693 |
| Volatility (%) | 38.27 | 38.26 | 38.26 | 38.26 | 39.97 |
| Dividend yield (%) | 1.430 | 1.410 | 1.410 | 1.410 | 0.979 |
| Fair value per | 1.3057 | 1.0050 | 0.9294 | 0.9240 | 1.7031 |
| Performance | |||||
| Right, rounded ($) | |||||
| Number | 35,914 | 920,231 | 987,513 | 1,252,834 | 852,454 |
| Total value ($) | 46,893 | 924,832 | 917,795 | 1,157,619 | 1,451,813 |
59
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
13 Share-based payment arrangements (continued)
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behaviour.
Reconciliation of outstanding performance rights
The number and value of performance rights under each award were as follows at 30 June:
| Employee | Number of options Fair value per performance right($) 920,231 1.01 - - - - - - 920,231 1.01 987,513 0.93 - - - - - - 987,513 0.93 1,252,834 0.92 - - - - - - 1,252,834 0.92 35,914 1.31 - - - - - - 35,914 1.31 - - 852,454 1.95 - - - - 852,454 1.95 2025 2024 $ $ |
|
|---|---|---|
| 2024 Tranche A Performance Rights Outstanding 1 July 2024 Granted Exercised Forfeited Outstanding 30 June 2025 2024 Tranche B Performance Rights Outstanding 1 July 2024 Granted Exercised Forfeited Outstanding 30 June 2025 2024 Share Appreciation Performance Rights Outstanding 1 July 2024 Granted Exercised Forfeited Outstanding 30 June 2025 2024 Retention Performance Rights Outstanding 1 July 2024 Granted Exercised Forfeited Outstanding 30 June 2025 2025 Performance Rights Outstanding 1 July 2024 Granted Exercised Forfeited Outstanding 30 June 2025 Expense recognised in profit and loss Performance rights |
||
| 1,609,630 482,773 |
60
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
14 Cash and cash equivalents
| 14 Cash and cash equivalents | ||
|---|---|---|
| Cash at bank and in hand Australian Dollar ($AUD) – unrestricted Australian Dollar ($AUD) – restricted1 Australian Dollar ($AUD) – held as guarantee2 Total cash and cash equivalents |
Note | 2025 2024 $ $ |
| 93,663,820 86,653,949 66,503,109 14,028,796 652,230 283,937 |
||
| 160,819,159 100,966,681 |
-
1 – Cash held by the joint arrangements. This cash requires joint arrangement board approval before it can be accessed.
-
2 - In accordance with certain contractual arrangements, agreed amounts of cash at bank are held in guarantee to meet ongoing performance obligations.
61
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
15 Trade and other receivables
| 15 Trade and other receivables | ||
|---|---|---|
| Current Trade receivables Allowance for expected credit losses Trade receivables Other receivables Total trade and other receivables |
Note | 2025 2024 $ $ |
| 78,048,938 49,569,568 (3,392,263) (206,658) |
||
| 74,656,675 49,362,910 1,220,521 2,660,385 |
||
| 75,877,196 52,023,295 |
Trade receivables are non-interest bearing and are generally on 30 to 90 day terms. The Group has a policy of only dealing with credit worthy customers. The expected credit losses on trade receivables are estimated by reference to past default experience of the debtors and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. When the Group is reasonably certain that no recovery of the amount owing is possible, the amount is considered irrecoverable and written off against the financial asset directly. Once an item is considered uncollectable, all other amounts relating to the same customer are then also assessed for recoverability. The Group will continue to strongly pursue all debts provided for. Due to their short-term nature, the net carrying value of trade receivables is considered a reasonable approximation of fair value.
Allowance for expected credit losses
The consolidated entity has recognised a loss of $3,185,605 (2024: $76,606) in profit or loss in respect of the expected credit losses for the year ended 30 June 2025.
| Consolidated Not overdue 0 to 3 months overdue 3 to 6 months overdue Over 6 months overdue |
Expected credit loss rate Note 2025 2024 % % |
Carrying amount Allowance for expected credit losses 2025 2024 2025 2024 $ $ $ $ |
|---|---|---|
| 0.59% Nil 0.72% Nil 0.96% Nil 56.50% 3.53% |
60,434,746 34,011,795 (355,342) - 11,794,273 7,485,242 (85,474) - 606,927 2,467,106 (5,865) - 5,212,992 5,605,424 (2,945,582) (206,658) |
|
| 78,048,938 49,569,568 (3,392,263) (206,658) |
The majority of customers of the Group consist of tier 1 miners and industrial services business and government trading entities. Accordingly, the calculation of expected credit losses is maintained at a relatively low level due to the infrequent nature of default by any of these customers. During the current year there are additional provisions recognised due to the uncertainty attributable to the collectability of debtors arising from business combinations.
The movement in the allowance for expected credit losses in respect of Trade receivables during the year was as follows:
| Movement in provision for expected credit losses Balance at start of year Impairment losses recognised Debts written off during the year Balance at 30 June |
Note | 2025 2024 $ $ |
|---|---|---|
| (206,658) (130,052) (3,185,605) (76,606) - - |
||
| (3,392,263) (206,658) |
62
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
16 Contract assets
| Current Contract assets Total contract assets |
Note | 2024 2023 $ $ |
|---|---|---|
| 60,387,694 39,472,365 |
||
| 60,387,694 39,472,365 |
Contract assets represents the unbilled amounts expected to be collected from customers for contract work performed to date. The contract assets are transferred to trade receivables when the rights have become unconditional. This usually occurs when the Group issues an invoice in accordance with contractual terms to the customer.
Remaining performance obligations
The remaining performance obligations balances for both 30 June 2025 and 30 June 2024 presented above relate to the revenue expected to be recognised from ongoing construction type contracts which were not wholly performed at each of those dates.
17 Financial assets and liabilities
Categories of financial assets and liabilities
Note 4 provides a description of each category of financial assets and financial liabilities and the related accounting policies. The carrying amounts of financial assets and financial liabilities in each category are as follows:
| 30 June 2025 Financial assets Cash and cash equivalents Trade and other receivables Current finance lease receivable Listed equity securities (a) Non-current other financial assets (a) Total financial assets |
Note | Amortised cost Fair value through profit or loss Total $ $ $ |
|---|---|---|
| 14 15 |
160,819,159 - 160,819,159 75,877,196 - 75,877,196 116,175 - 116,175 - 645,400 645,400 4,970 - 4,970 |
|
| 236,817,500 645,400 237,462,900 |
(a) Non-current financial assets comprises loans to associates, listed equity securities and non-current finance lease receivables valued at $650,370.
| 30 June 2025 Financial liabilities Bank borrowings Contingent consideration Leases Trade and other payables Non-current - bank borrowings Non-current - leases Non-current contingent consideration Total financial liabilities |
Note | Other liabilities amortised cost Other liabilities fair value through profit or loss Total $ $ $ |
|---|---|---|
| 26 21 24 26 21 |
2,859,234 - 2,859,234 - 7,152,840 7,152,840 15,131,221 - 15,131,221 106,699,176 - 106,699,176 7,207,766 - 7,207,766 26,539,853 - 26,539,853 - 4,150,000 4,150,000 |
|
| 158,437,250 11,302,840 169,740,090 |
63
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
17 Financial assets and liabilities (continued)
| 30 June 2024 Financial assets Cash and cash equivalents Trade and other receivables Current finance lease receivable Listed equity securities (a) Non-current finance lease receivable (a) Non-current other financial assets (a) Total financial assets |
Note | Amortised cost Fair value through profit or loss Total $ $ $ |
|---|---|---|
| 14 15 |
100,966,681 - 100,966,681 52,023,295 - 52,023,295 326,741 - 326,741 - 691,500 691,500 110,403 - 110,403 45,358 - 45,358 |
|
| 153,472,478 691,500 154,163,978 |
(b) Non-current financial assets comprises loans to associates, listed equity securities and non-current finance lease receivables valued at $847,261.
| receivables valued at $847,261. | ||||
|---|---|---|---|---|
| Other liabilities | Other liabilities | |||
| amortised cost | fair value through | |||
| 30 June 2024 | profit or loss | Total | ||
| Note | $ | $ | $ | |
| Financial liabilities | ||||
| Bank borrowings | 26 | 1,580,000 | - | 1,580,000 |
| Leases | 21 | 10,317,098 | - | 10,317,098 |
| Trade and other payables | 24 | 75,097,353 | - | 75,097,353 |
| Non-current - bank borrowings | 26 | 2,700,000 | - | 2,700,000 |
| Non-current - leases | 21 | 14,655,827 | - | 14,655,827 |
| Non-current contingent consideration | - | 650,000 | 650,000 | |
| Total financial liabilities | 104,350,278 | 650,000 | 105,000,278 |
A description of the Group’s financial instrument risks, including risk management objectives and policies is given in Note 39.
Financial assets at fair value through profit or loss (FVTPL).
Financial assets at FVTPL include the equity investment in Volt Group Ltd (ASX:VPR). The Group accounts for the investment at FVTPL and did not make the irrevocable election to account for it at FVOCI.
| Listed investment in Volt Group Ltd (VPR) | Note | 2025 2024 $ $ |
|---|---|---|
| 645,400 691,500 |
||
| 645,400 691,500 |
64
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
17 Financial assets and liabilities (continued)
Borrowings
Borrowings include the following financial liabilities:
| At amortised cost Bank borrowings Total borrowings |
Current Non-current 2025 2024 2025 2024 $ $ $ $ |
|---|---|
| 2,859,234 1,580,000 7,207,766 2,700,000 |
|
| 2,859,234 1,580,000 7,207,766 2,700,000 |
Bank borrowings are secured by a floating charge over the assets of the Group (see Note 26). Current interest rates are variable and average 4.44% (2024: 4.44%). The carrying amount of the other bank borrowings is considered to be a reasonable approximation of the fair value.
Other financial instruments
The carrying amount of the following financial assets and liabilities is considered a reasonable approximation of fair value:
-
trade and other receivables
-
cash and cash equivalents
-
trade and other payables.
18 Inventories
| Current At cost: Raw materials and stores Total inventories 19 Other assets Current Prepayments Security deposits Total other assets |
Note | 2025 2024 $ $ |
|---|---|---|
| Note | 5,712,374 2,840,598 |
|
| 5,712,374 2,840,598 |
||
| 2025 2024 $ $ |
||
| 10,839,754 6,364,290 581,057 276,115 |
||
| 11,420,811 6,640,405 |
19 Other assets
On an annual basis, the Group undertakes a risk assessment and re-insurance against material risks identified and for assets held by the Group. This assessment is generally completed prior to the conclusion of the financial reporting period, with new policies in place at the reporting date which cover the following year. Pre-paid insurance at 30 June 2025, covers the period to April 2026.
65
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
20 Property, plant and equipment
| For the year ended 30 June 2025 Gross carrying amount Balance at 1 July 2024 Additions Acquisition through business combinations Re-classification Re-classification from right-of-use assets Disposals Balance at 30 June 2025 Depreciation and impairment Balance at 1 July 2024 Disposals Re-classification Re-classification from right-of-use assets Depreciation Balance at 30 June 2025 Carrying amount 30 June 2025 |
Land and buildings Leasehold improvements Motor vehicles Plant and equipment Furniture, fixtures and fittings Software and technology Tooling and low value assets PPE not available for use1 Total $ $ $ $ $ $ $ $ $ |
|---|---|
| 1,209,912 700,136 23,543,314 28,090,465 639,870 3,249,068 1,125,041 3,886,984 62,444,790 336,631 146,140 5,703,241 7,069 195,011 520,188 444,724 12,913,956 20,266,960 - 891,310 2,968,343 4,041,382 196,569 731,168 166,598 - 8,995,370 7,630,582 (7,491,397) (269) (134,453) (39,232) (34,769) (17,013) 5,892,594 5,875,581 - (20,550) (2,772,630) (1,003,411) (230) (14,609) - - (3,811,430) |
|
| 1,546,543 1,717,036 37,055,837 29,536,702 1,030,951 4,485,815 1,601,910 16,761,708 93,736,502 |
|
| (581,121) (348,330) (12,085,175) (20,062,109) (521,216) (2,624,729) (792,636) - (37,015,316) - 3,581 1,831,410 941,513 4,816 28,620 - - 2,809,940 (1,542) (56,165) (3,406,451) 3,062,350 (12,629) (99,209) 131,633 - (382,013) - - (552,189) (3,211,755) - - - - (3,763,944) (167,778) (122,054) (2,108,906) (2,331,185) (83,980) (641,147) (243,479) - (5,698,529) |
|
| (750,441) (522,968) (16,321,311) (21,601,186) (613,009) (3,336,465) (904,482) - (44,049,862) |
|
| 796,102 1,194,068 20,734,526 7,935,516 417,942 1,149,350 697,428 16,761,708 49,686,640 |
1 – At 30 June 2025, there is plant that has been purchased, and is currently being modified for use.
66
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
| For the year ended 30 June 2024 Gross carrying amount Balance at 1 July 2023 Additions Acquisition through business combinations Disposals Balance at 30 June 2024 Depreciation and impairment Balance at 1 July 2023 Disposals Depreciation Balance at 30 June 2024 Carrying amount 30 June 2024 |
Land and buildings Leasehold improvements Motor vehicles Plant and equipment Furniture, fixtures and fittings Software and technology Tooling and low value assets PPE not available for use1 Total $ $ $ $ $ $ $ $ $ |
|---|---|
| 1,209,912 645,612 18,724,539 23,973,094 589,835 3,125,670 731,763 - 49,000,425 - 54,524 3,982,676 5,442,513 50,035 123,398 393,278 3,886,984 13,933,408 - - 1,667,890 - - - - - 1,667,890 - - (831,791) (1,325,142) - - - - (2,156,933) |
|
| 1,209,912 700,136 23,543,314 28,090,465 639,870 3,249,068 1,125,041 3,886,984 62,444,790 |
|
| (434,216) (255,966) (9,851,021) (17,297,924) (447,629) (1,823,954) (642,191) - (30,752,901) - - 542,222 843,775 - - - - 1,385,997 (146,905) (92,364) (2,776,376) (3,607,960) (73,587) (800,775) (150,445) - (7,648,412) |
|
| (581,121) (348,330) (12,085,175) (20,062,109) (521,216) (2,624,729) (792,636) - (37,015,316) |
|
| 628,791 351,806 11,458,139 8,028,356 118,654 624,339 332,405 3,886,984 25,429,474 |
1 – At 30 June 2024, there is plant that has been purchased, and is currently being shipped. The first delivery was delivered on 17 July 2024.
67
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
20 Property, plant and equipment (continued)
All depreciation and impairment charges are included within depreciation, amortisation and impairment of non-financial assets.
Total depreciation and amortisation recognised during the reporting period:
| Depreciation Buildings Leasehold improvements Motor vehicles Plant and equipment Furniture, fixtures and fittings Software and technology Tooling and low value assets Total depreciation expense for the year Depreciation – right of use assets Amortisation – intellectual property and customer contracts Total depreciation and amortisation |
Note | 2025 2024 $ $ |
|---|---|---|
| 21 | 167,779 146,905 122,053 92,364 2,108,910 2,776,376 2,331,185 3,607,961 83,979 73,587 641,146 800,775 243,479 150,445 |
|
| 5,698,531 7,648,413 |
||
| 6,193,945 3,943,628 1,992,831 3,262,210 |
||
| 13,885,307 14,854,251 |
The net assets of the Group have been pledged as security for the Group’s other bank borrowings (see Note 26).
21 Leases
Lease liabilities are presented in the statement of financial position as follows:
| Current Non-current Total leases |
Note | 2025 2024 $ $ |
|---|---|---|
| 15,131,221 10,317,098 26,539,853 14,655,827 |
||
| 41,671,074 24,972,925 |
Group as a lessee
The Group has lease contracts for land and buildings and for various items of plant and equipment and motor vehicles used in its operations. Leases of plant and equipment and motor vehicles generally have lease terms between 3 and 5 years after which ownership of the underlying asset passes to the Group. Leases over land and buildings have lease terms of between 1 and 10 years. The Groups obligations under its leases are secured by the lessor title to the leased assets.
68
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
21 Leases (continued)
The Group also has certain leases of office equipment with low value. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.
Set out below are the carrying amounts of right-of-use assets and the movement during the period:
| Right-of-use assets – Land and Buildings As at 1 July Additions Adjustments related to changes in lease conditions1 Depreciation expense De-recognised during the period3 As at 30 June Right-of-use assets – Plant and Equipment As at 1 July Additions Disposal Re-classification to property, plant & equipment2 Depreciation expense De-recognised during the period As at 30 June Right-of-use asset – Motor Vehicles As at 1 July Additions Disposals Re-classification to property, plant & equipment2 Depreciation expense De-recognised during the period3 As at 30 June Total Right-Of-Use Assets |
Note | 2025 2024 $ $ |
|---|---|---|
| 4,853,118 2,624,838 445,175 4,705,308 932,924 - (2,132,385) (2,204,208) - (272,820) |
||
| 4,098,832 4,853,118 |
||
| 7,910,262 8,451,574 2,395,309 60,559 2,723,063 - (2,680,839) - (1,356,894) (601,870) (30,000) - |
||
| 8,960,901 7,910,263 |
||
| 15,879,239 12,181,979 7,737,052 4,834,810 (212,778) - 569,202 - (2,704,666) (1,137,551) (10,615) - |
||
| 21,257,434 15,879,238 |
||
| 34,317,167 28,642,619 |
1 Increase resulting from a change in the monthly lease payable to the owner.
2 Re-classification relating to the payout of the applicable finance lease agreement or classification of asset class.
3 Leases surrendered during the period or re-classified as finance lease receivable from a sub-lease arrangement.
The following are the amounts recognised in profit or loss:
| he following are the amounts recognised in profit or loss: | ||
|---|---|---|
| Depreciation of right-of-use assets Interest expense on right-of-use asset lease liabilities Expense relating to short-term leases |
Note | 2025 2024 $ $ |
| 6,193,945 3,943,628 1,471,465 1,310,847 3,210,513 1,633,395 |
||
| 10,875,923 6,887,870 |
The group had total cash outflows for leases of $16,315,466 in 2025 (2024: $11,237,529). The Group also had non-cash additions and other adjustments to right-of-use assets and lease liabilities of $17,129,336 in 2025 (2024: $9,603,403).
69
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
21 Leases (continued)
The Group does not face a significant liquidity risk with regards to its lease liabilities. Lease liabilities are monitored within the Group treasury function.
22 Commitments
The group is committed to incurring other capital expenditure of $0 (2024: 27,681,933).
23 Intangible assets
The movements in the net carrying amount of intangible assets is as follows:
| Goodwill Balance 1 July Acquired through business combinations Carrying amount 30 June Customer contracts Balance 1 July Acquired through business combinations Balance 30 June Accumulated amortisation Carrying amount at 30 June Other intellectual property Balance 1 July Accumulated amortisation Carrying amount at 30 June Total intangible assets |
Note | 2025 2024 $ $ |
|---|---|---|
| 36 | 22,774,555 19,614,788 35,008,264 3,159,767 |
|
| 57,782,819 22,774,555 |
||
| 9,004,000 9,004,000 8,003,447 - |
||
| 17,007,447 9,004,000 (5,422,985) (4,073,701) |
||
| 11,584,462 4,930,299 |
||
| 7,320,821 7,320,821 (4,706,390) (4,064,716) |
||
| 2,614,431 3,256,105 |
||
| 71,981,712 30,960,959 |
No adjustments to Goodwill were recognised during the reporting period.
70
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
23 Intangible Assets (continued)
Impairment testing
For the purpose of annual impairment testing, as required by the Australian Accounting Standards, goodwill is allocated to the following cash-generating units, which are the units expected to benefit from the synergies of the business combinations in which the goodwill arises. During the current year, there were acquisitions which resulted in additional cash-generating units.
| ash-generating units. | ||
|---|---|---|
| Infrastructure Energy & Engineering Services Network Solutions Environmental Services Rail Goodwill allocation at 30 June |
Note | 2025 2024 $ $ |
| 20,279,317 20,255,531 16,352,411 2,519,025 - - 11,649,682 - 4,426,427 - 5,074,981 - |
||
| 57,782,818 22,774,556 |
The recoverable amounts of the cash-generating units were determined based on value-in-use calculations, covering a five-year forecast, followed by an extrapolation of expected cash flows for the units’ remaining useful lives using the growth rates determined by management. The first-year growth is based on the budget and thereafter a growth rate of 2% was used. The present value of the expected cash flows of each segment is determined by applying a suitable discount rate.
Forecast period
The forecast period cover a 5 year period.
Cash flows
The cash flows for the first year are based on the approved budget for the financial year.
Growth Rate for Years 2 to 5
A long-term growth rate of 2% per annum has been applied to the cash flows for years 2 to 5, reflecting the expected steady growth in the markets in which the CGUs operate.
Terminal value
Beyond the five-year forecast period, a terminal value has been calculated using a perpetual growth rate of 2%, which is consistent with the long-term average growth rate for the industry.
Discount rates
The cash flows were discounted using a post-tax discount rate specific to each CGU, ranging from 8% to 10%, reflecting the weighted average cost of capital (WACC) and the specific risks associated with each CGU's operations.
Management assumptions
Management’s key assumptions include stable profit margins, based on past experience in this market. The Group’s management believes that this is the best available input for forecasting this mature market. Cash flow projections reflect stable profit margins achieved immediately before the budget period. No expected efficiency improvements have been taken into account and prices and wages reflect publicly available forecasts of inflation for the industry.
71
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
23 Intangible Assets (continued)
Sensitivity
As disclosed in Note 4, the directors have made judgements and estimates in respect of impairment testing of goodwill. Should these judgements and estimates not occur the resulting goodwill carrying amount may decrease. The impairment assessment is sensitive to movements in key assumptions including the discount rate applied and EBITDA margin. Management has performed sensitivity analysis for these variables to determine if reasonable changes in the assumptions would cause the carrying amount of the above CGUs to exceed their recoverable amount.
Under the sensitivity assumptions applied by management there is no impairment in any of the cash generating units.
24 Trade and other payables
| Unsecured liabilities: Trade payables Goods and services tax payable Accrued wages Sundry payables and accrued expenses Total trade and other payables |
Note | 2025 2024 $ $ |
|---|---|---|
| 37,912,665 28,002,684 5,635,096 1,629,177 6,139,240 4,319,725 57,012,175 41,145,767 |
||
| 106,699,176 75,097,353 |
All amounts are short-term. The carrying values of trade payables and other payables are considered to be a reasonable approximation of fair value.
25 Contract liabilities
| 25 Contract liabilities | ||
|---|---|---|
| Short-term advances for construction services | Note | 2025 2024 $ $ |
| 99,075,816 33,384,790 |
||
| 99,075,816 33,384,790 |
Advances received for construction contract work represent customer payments received in advance of performance (contract liabilities) that are expected to be recognised as revenue in the next financial year. The amounts recognised in respect of construction contracts are expected to be utilised within the next reporting period. The balance relating to advances for materials decreased during the period as the related aspects of the contracts were performed. Advances in relation to construction services increased during the period due to the increase in the Group’s customer base, and the prepaid revenue received.
72
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
26 Other financial liabilities
| 26 Other financial liabilities | ||
|---|---|---|
| Secured borrowings – at amortised cost Bank loan – secured Current Non-current |
Note | 2025 2024 $ $ |
| 2,859,234 1,580,000 7,207,766 2,700,000 |
||
| 10,067,000 4,280,000 |
The bank debt facility comprises term loans with quarterly principal repayments with maturity dates between two and five years.
The group has an overdraft/trade finance facility with a limit of $10,000,000 with $10,000,000 available at 30 June 2025 (FY24 - $10,000,000).
The group has an equipment finance facility with Commonwealth Bank of Australia Pty Ltd (CBA) with a limit of $7,000,000 (FY24 - $7,000,000) with $604,122 available at 30 June 2025 (FY24 - $2,598,383).
The group has an equipment finance facility with Toyota Asset Finance with a limit of $20,000,000 (FY24 - $20,000,000) with $5,606,000 available at 30 June 2025 (FY24 - $11,111,000).
The group has an equipment finance facility with Australia and New Zealand Banking Group Limited (ANZ) with a limit of $23,500,000 (FY24 - $4,000,000) with $20,384,093 available at 30 June 2025 (FY24 - $2,000,000).
The group has an equipment finance facility with Westpac Banking Corporation (WBC) with a limit of $22,500,000 (FY24 – $2,000,000) with $12,697,471 available at 30 June 2025 (FY24 - $745,000)
The bank debt is secured by a General Security Agreement of the group. Under the agreement, the Group is required to satisfy financial metrics that demonstrate its ongoing financial health and viability. These covenants relate to the Group’s ability to meet debt service cover, gross leverage and liquidity ratios and tangible net worth thresholds. The Group was not in breach of any loan agreements permitting the lender to demand accelerated repayments at year end, nor did any breach occur during the year. The Group was not in default of any loans payable recognised at year end during the year.
73
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
27 Employee benefits
Employee benefits expense
Expenses recognised for employee benefits are analysed below:
| mployee benefits expense xpenses recognised for employee benefits are analysed below: |
||
|---|---|---|
| Salaries and wages Superannuation Amounts provided for employee entitlements Short term incentives Other allowances and expenses Employee benefits expense |
Note | 2025 2024 $ $ |
| 191,075,151 132,948,230 16,776,822 11,038,442 20,461,109 14,692,579 5,560,734 3,882,708 14,276,445 10,190,511 |
||
| 248,150,261 172,752,470 |
Employee benefits
The liabilities recognised for employee benefits consist of the following amounts:
| Current Annual leave Long service leave Other short term employee benefits Non-current Long service leave Total employee benefits |
Note | 2025 2024 $ $ |
|---|---|---|
| 12,785,085 6,956,448 1,925,814 1,167,355 7,108,461 5,370,063 |
||
| 21,819,360 13,493,866 |
||
| 3,015,892 377,997 |
||
| 24,835,252 13,871,863 |
The current portion of these liabilities represents the groups obligations to which the employee has a current legal entitlement. These liabilities arise mainly from accrued annual leave entitlement at reporting date and for employees who have satisfied the service eligibility for long service leave – usually 7 years.
74
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
28 Provisions
| Provision for earn out Other provisions Total provisions Carrying amount as at 1 July Additions through business combinations Reclassified provision Carrying amount as at 30 June |
Note | 2025 2024 $ $ |
|---|---|---|
| Other provisions $ |
11,302,840 715,754 44,917 - |
|
| 11,347,757 715,754 |
||
| Provision for earn out Total $ $ |
||
| 65,754 - (20,837) |
650,000 715,754 10,652,840 10,652,840 - (20,837) |
|
| 44,917 | 11,302,840 11,347,757 |
The provision for earn-outs is based on the contractual terms of the acquisitions.
29 Share capital
The share capital of the Group consists only of fully paid ordinary shares; the shares do not have a par value. Ordinary shares participate in dividends and the proceeds on winding up of the Group in proportion to the number of shares held.
Fully paid ordinary shares
| ully paid ordinary shares | |
|---|---|
| Beginning of the year Shares issued as part of a business combination1 Deferred tax adjustments Share issue costs Total contributed equity at 30 June |
2025 2024 2025 2024 Shares Shares $ $ |
| 177,724,948 177,724,948 55,265,025 55,265,025 2,460,937 - 6,300,000 - - - - - - - (19,222) - |
|
| 180,185,885 177,724,948 61,545,803 55,265,025 |
- 2,460,937 shares were issued as part consideration for the acquisition of Partum Engineering Pty Ltd on 2 December 2024.
Each share has the same right to receive dividend and the repayment of capital and represents one vote at the Shareholders’ Meeting of GenusPlus Group Ltd.
30 Reserves
| Balance at 1 July 2023 Issue of LTI performance rights Balance at 30 June 2024 Balance at 1 July 2024 Issue of LTI performance rights Balance at 30 June 2025 |
Notes | Share Based Payment Reserve $ |
|---|---|---|
| - 482,773 |
||
| 482,773 | ||
| 482,773 1,609,630 |
||
| 2,092,403 |
75
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Share Based Payment Reserve
The share based payment reserve is used to record the long term incentive share scheme performance rights.
31 Dividends on equity instruments
| Recognised amounts Fully paid ordinary shares Final dividend |
Year ended 30 June 2025 Year ended 30 June 2024 Cent per share Total $ Cents per share Total $ |
|---|---|
| 3.6 6,500,000 2.5 4,443,124 |
On 1 November 2024, a dividend of 2.5c per share was paid to the holders of fully paid ordinary shares in respect of the financial year ended 30 June 2024.
On 27 August 2025, the directors declared a fully franked dividend of 3.6 cents per share to the holders of fully paid ordinary shares in respect of the financial year ended 30 June 2025. At the time of reporting, the dividend of approximately $6,500,000 was unpaid. The record date is 1 October 2025 and the payment date is 31 October 2025.
Distributions made and proposed
| Franking credit balance The amount of franking credits available for the subsequent financial year are: Franking account balances as at the end of the financial year at 30% (2024: 30%) |
2025 2024 $ $ |
|---|---|
| 32,807,732 20,551,288 |
32 Reconciliation of cash flows
Reconciliation of cash flows from operating activities
| Cash flows from operating activities Profit after income tax Non-cash flows in profit: • Net gain on disposal of plant and equipment • Depreciation and amortisation • Share based payments – net of other share issue costs • (Increase)/decrease in value of investments reported at FVTPL • Share of results of associates and joint ventures • Right of use revaluations • Net finance costs • Other fair value (gains)/losses Changes in assets and liabilities: • Decrease/(increase) in trade and other receivables • Decrease / (increase) in other assets • (Increase) / decrease in inventories • (Decrease)/increase in trade and other payables Net cash provided by operating activities |
2025 2024 $ $ |
|---|---|
| 35,369,224 19,262,038 |
|
| 47,047 (575,159) 13,885,307 14,854,251 1,609,631 482,773 46,100 (230,500) - 11,585 450,550 - (1,494,171) 982,326 - 1,528,970 (25,956,612) 7,540,715 (2,998,917) (2,460,721) 481,539 1,527,397 99,493,117 39,912,898 |
|
| 120,932,815 82,836,573 |
76
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
33 Auditor remuneration
During the financial year the following fees were paid or payable for services provided by Grant Thornton, the auditor of the company, its network firms and unrelated firms:
| Auditing services - Grant Thornton Audit or review of the financial statements Other services – Grant Thornton Tax services Other non-assurance services Total auditor’s remuneration |
Note | 2025 2024 $ $ |
|---|---|---|
| 467,000 395,000 |
||
| 139,248 86,519 3,000 3,910 |
||
| 609,248 485,429 |
34 Related party transactions
The Group’s related parties include its key management personnel, related parties of its key management personnel, and others as described below.
Unless otherwise stated, none of the transactions incorporate special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash.
Transactions with related parties
As part of normal business operations, the Group undertakes construction work through associated entities, as well as leasing rental properties. A summary of these transactions is included below.
| Services provided by related parties Pastoral Plus (Director D Riches) Partum Engineering (Director D Riches) Matt Riches Pty Ltd and Dave Riches Pty Ltd (Director D Riches) Dave Riches Pty Ltd (Director D Riches) Edge People Management (Director D Riches) Aus Cranes WA Pty Ltd (Director D Riches) Wanneroo Crane Hire Pty Ltd (Director D Riches) Riches Estates Pty Ltd (Director D Riches) DW Riches Pty Ltd & MS Riches Pty Ltd t/a The Muchea Property (Director D Riches) |
2025 2024 $ $ |
|---|---|
| 1,094,630 1,078,021 - 6,577,772 779,958 737,440 55,247 52,462 109,796 131,328 1,001,372 - 469,420 - 22,000 - 253,022 - |
77
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
34 Related party transactions (continued)
| Services provided to related parties Partum Engineering (Director D Riches) All services were contracted at arms’ length basis. Amounts due to related parties at reporting date Pastoral Plus (Director D Riches) Partum Engineering (Director D Riches) Edge People Management (Director D Riches) Matt Riches and Dave Riches (Director D Riches) Aus Cranes WA Pty Ltd (Director D Riches) Wanneroo Crane Hire Pty Ltd (Director D Riches) Amounts due from related parties at reporting date Partum Engineering (Director D Riches) |
2025 2024 $ $ |
|---|---|
| - 1,540 2025 2024 $ $ |
|
| 49,033 34,870 - 360,597 22,235 9,077 29,554 - 32,117 - 34,131 - 2025 2024 $ $ |
|
| - 1,540 |
All amounts outstanding at reporting date were included in accounts payable or accounts receivable, and settled in accordance with commercial terms.
Significant transactions with related parties
On 2 December 2024 the Group acquired Partum Engineering Pty Ltd (Partum). CEO and Managing Director David Riches was a 45% shareholder in Partum at the date of acquisition. As part of the acquisition, David was issued 2,109,375 shares in the Group. This was reviewed and approved by the board prior to the completion of the transaction.
Additional information on this transaction can be found in Note 36.
Transactions with key management personnel
Key management of the Group are the Non-Executive members of the Group’s Board of Directors, the Group’s Chief Executive Officer and the other members of the Executive team reporting to the Managing Director. Key management personnel remuneration includes the following expenses:
| Salaries including bonuses Long service leave Superannuation Total remuneration |
2025 2024 $ $ |
|---|---|
| 5,191,364 2,625,572 119,191 93,306 283,281 194,591 |
|
| 5,593,836 2,913,469 |
78
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
35 Contingent assets and contingent liabilities
The Group has no contingent assets.
There were no material warranty or legal claims brought against the Group during the year. Unless recognised as a provision, management considers these claims to be unjustified and the probability that they will require settlement at the Group’s expense to be remote.
| roup’s expense to be remote. | |
|---|---|
| Estimates of the potential financial effect of contingent liabilities that may become payable: Secured guarantee to company's bankers supported by a floating charge over the Group assets Surety bonds secured by the Group assets |
2025 2024 $ $ |
| 43,497,124 31,731,181 110,536,932 38,386,445 |
|
| 154,034,056 70,117,626 |
The CBA guarantee facility has a limit of $120,000,000 (2024 - $120,000,000).
The Surety bond facilities have a limit of $140,000,000 (2024 - $90,000,000).
36 Acquisitions and disposals
Businesses acquired
During the year ended 30 June 2025, the group completed the acquisitions of Commtel Network Solutions Pty Ltd, Partum Engineering Pty Ltd, Geographe Tree Services Pty Ltd, Arbor West Pty Ltd trading as Classic Tree Services and MGC Solutions Pty Ltd.
The acquisition of Commtel Network Solutions Pty Ltd represents an important opportunity for GenusPlus to increase the depth and breadth of its communications engineering service offering. Commtel Network Solutions Pty Ltd was acquired for cash.
The acquisition of Partum Engineering Pty Ltd increases the Group’s capacity and expertise in the engineering design and consulting services offering. Partum Engineering Pty Ltd was acquired using both cash reserves and a share issue.
The vegetation management business acquisitions, Geographe Tree Services Pty Ltd and Arbor West Pty Ltd trading as Classic Tree Services brings vegetation management services expertise in-house and complements GenusPlus’ existing broad capabilities in the powerlines related maintenance services sector. Both of these acquisitions were made for cash.
MGC Solutions Pty Ltd provides GenusPlus with a strategic entry into the significant rail systems sector. The acquisition was funded partially by debt funding.
In accordance with AASB 3 Business Combinations, the Group has applied provisional accounting for the acquisition(s) completed during the reporting period. The initial accounting for these business combinations has been determined provisionally, as permitted under the standard, due to the inherent complexity in identifying and measuring all assets acquired and liabilities assumed.
The Group will finalise the accounting for these acquisitions within the 12-month measurement period from the acquisition date, during which time further information may become available to assist in accurately determining the fair values of identifiable net assets and any goodwill or gain on bargain purchase. Adjustments to the provisional amounts, if any, will be recognised retrospectively in accordance with AASB 3.
79
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
36 Acquisitions and disposals (continued)
| Acquisition date Percentage acquired Between acquisition and year end Revenue Profit before income tax Contingent consideration Description Range of outcomes Number of years Limited or unlimited Consideration transferred / transferable Cash Shares issued (AUD equivalent value) Working Capital Payment Contingent consideration Total Assets and liabilities purchased at the date of purchase Goodwill Cash WIP Other current assets Non-current Assets Current Liabilities Fixed assets Non-current liabilities Intangible assets Total Net cash outflow on purchase of businesses Consideration paid in cash Working Capital Payment Cash Acquired Total |
Commtel Network Solutions Pty Ltd Partum Engineering Pty Ltd Geographe Tree Services Pty Ltd Arbor West Pty Ltd trading as Classic Tree Services MGC Solutions Pty Ltd $ $ $ $ $ |
|---|---|
| 22 October 2024 2 December 2024 6 January 2025 1 February 2025 1 April 2025 100% 100% 100% 100% 100% 51,364,514 21,906,552 6,124,874 3,129,639 8,264,479 3,198,145 1,980,322 932,521 690,080 638,296 Hurdle rate based on EBIT Hurdle rate based on EBIT None Hurdle rate based on EBITDA Hurdle rate based on EBIT 500,000 – 7,000,000 3,800,000 – 4,200,000 N/A 500,000 - 600,000 1,500,000 – 10,000,000 2 1 N/A 1 3 Limited Limited N/A Limited Limited |
|
| 10,100,000 5,700,000 7,000,000 3,500,000 10,250,000 - 6,300,000 - - - - 1,768,808 289,737 503,185 - 2,740,149 4,000,000 - 555,314 3,357,378 |
|
| 12,840,149 17,768,808 7,289,737 4,558,499 13,607,378 |
|
| 11,649,682 13,833,386 1,987,388 2,439,039 5,074,982 1,070,933 1,681,326 20 647,030 1,515,788 - 3,099,366 1,214,240 67,765 1,322,624 7,221,530 2,931,550 744 630,751 4,731,726 - - - - 574,915 (9,712,547) (4,449,156) (728,398) (682,755) (2,555,696) 4,521,424 672,336 1,469,845 1,456,669 3,585,158 (1,910,873) - (1,579,923) - (3,719,745) - - 4,925,821 - 3,077,626 |
|
| 12,840,149 17,768,808 7,289,737 4,558,499 13,607,378 |
|
| (10,100,000) (5,700,000) (7,000,000) (3,500,000) (10,250,000) - (1,768,808) (289,737) (503,185) - 1,070,933 1,681,326 20 647,030 1,515,788 |
|
| (9,029,067) (5,787,482) (7,289,717) (3,356,155) (8,734,212) |
80
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
If all the acquisitions had been made prior to the start of the financial year, the expected revenue would have been $805.2m with $43.6m NPAT.
Goodwill of the acquired entities is primarily growth expectations, expected future profitability, the substantial skill and expertise of the workforce. For Partum and the two environmental services businesses, cost synergies are expected. Goodwill has been allocated to the each of the CGUs as per note 23 and is not expected to be deductible for tax purposes.
37 Interests in subsidiaries
Composition of the Group
Set out below details of the subsidiaries held directly by the Group:
| Country of | |||
|---|---|---|---|
| Incorporation | Percentage Ownership | ||
| Parent Entity: | 2025 | 2024 | |
| GenusPlus Group Ltd(a) | Australia | ||
| Subsidiaries: | |||
| Genus Infrastructure Pty Ltd | Australia | 100% | 100% |
| Genus Services Pty Ltd | Australia | 100% | 100% |
| Proton Power Pty Ltd | Australia | 100% | 100% |
| Complete Cabling and Construction Pty Ltd | Australia | 100% | 100% |
| Proton Technical Services Pty Ltd | Australia | 100% | 100% |
| Genus Infrastructure (Qld) Pty Ltd | Australia | 100% | 100% |
| Genus Fleet Management Pty Ltd | Australia | 100% | 100% |
| KEC Power Pty Ltd | Australia | 100% | 100% |
| Genus Infrastructure (NSW) Pty Ltd | Australia | 100% | 100% |
| ECM Consultancy Pty Ltd | Australia | 100% | 100% |
| Genus Renewables Pty Ltd | Australia | 100% | 100% |
| Connect Engineering Pty Ltd | Australia | 100% | 100% |
| Connect Infrastructure Pty Ltd | Australia | 100% | 100% |
| Connect Infrastructure Construction Pty Ltd | Australia | 100% | 100% |
| Genus PFA Pty Ltd | Australia | 100% | 100% |
| Genus Digital Pty Ltd | Australia | 100% | 100% |
| Blue Tongue Energy Pty Ltd | Australia | 100% | 50% |
| Genus Infrastructure (VIC) Pty Ltd(b) | Australia | 100% | 100% |
| Proton Power (East) Pty Ltd(c) | Australia | 100% | - |
| Commtel Network Solutions Pty Ltd(d) | Australia | 100% | - |
| Commtel Network Solutions (Europe) Ltd(d) | United Kingdom | 100% | - |
| Partum Engineering Pty Ltd(e) | Australia | 100% | - |
| Connect Infrastructure Design Pty Ltd(e) | Australia | 100% | - |
| C5 Pro-Solutions Pty Ltd(f) | Australia | 100% | - |
| Geographe Tree Services Pty Ltd(g) | Australia | 100% | - |
| Arbor West Pty Ltd trading as Classic Tree Services(h) | Australia | 100% | - |
| MGC Solutions Pty Ltd(i) | Australia | 100% | - |
| MGC Group Holdings (WA) Pty Ltd(j) | Australia | 100% | - |
(a) GenusPlus Group Ltd was incorporated on 6 July 2017.
(b) Prasinus Energy Services Pty Ltd was acquired on 10 November 2023. This entity was renamed Genus Infrastructure (VIC) Pty Ltd on 8 July 2024.
(c) Proton Power (East) Pty Ltd was formed on 12 March 2025.
81
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
(d) Commtel Network Solutions Pty Ltd and Commtel Network Solutions (Europe) Pty Ltd were acquired in a share purchase agreement on 22 October 2024.
-
(e) Partum Engineering Pty Ltd and Connect Infrastructure Design Pty Ltd were acquired in a share purchase agreement on 2 December 2024.
-
(f) C5 Pro-Solutions Pty Ltd was acquired in a share purchase agreement on 20 December 2024.
-
(g) Geographe Tree Services Pty Ltd was acquired in a share purchase agreement on 6 January 2025.
-
(h) Arbor West Pty Ltd trading as Classic Tree Services was acquired in a share purchase agreement on 1 February 2025.
-
(i) MGC Solutions Pty Ltd was acquired in a share purchase agreement on 1 April 2025.
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
38 Deed of cross guarantee
Basis of Preparation
Pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785 the wholly-owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and Directors’ reports.
It is a condition of the Instrument that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up.
The subsidiaries subject to the Deed are:
Complete Cabling and Construction Pty Ltd Connect Engineering Pty Ltd Connect Infrastructure Pty Ltd Connect Infrastructure Construction Pty Ltd Genus Digital Pty Ltd Genus Fleet Management Pty Ltd Genus Infrastructure Pty Ltd Genus Infrastructure (NSW) Pty Ltd Genus Infrastructure (Qld) Pty Ltd Genus PFA Pty Ltd Genus Renewables Pty Ltd Genus Services Pty Ltd KEC Power Pty Ltd Proton Power Pty Ltd Proton Technical Services Pty Ltd
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
39 Financial risk management
Risk management objectives and policies
The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and liabilities by category are summarised in Note 17. The main types of risks are market risk, credit risk and liquidity risk.
The Group’s risk management is coordinated at its headquarters, in close cooperation with the Board of Directors, and focuses on actively securing the Group’s short to medium-term cash flows by minimising the exposure to financial markets. Long-term financial investments are managed to generate lasting returns.
The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Group is exposed are described below.
Market risk analysis
The Group is exposed to market risk through its use of financial instruments and specifically to currency risk, interest rate risk and certain other price risks, which result from both its operating and investing activities.
Foreign currency sensitivity
Most of the Group’s transactions are carried out in Australian Dollars (AUD). Exposures to currency exchange rates arise from the Group’s sales and purchases denominated in US-Dollars (USD). The Group holds a bank account in USD for this purpose. The Group’s exposure to foreign currency risk is minimal. No USD balances were held at 30 June 2025.
Interest rate sensitivity
The Group’s policy is to minimise interest rate cash flow risk exposures on long-term financing. Longer-term borrowings are therefore usually at fixed rates. At 30 June 2025, the Group is exposed to changes in market interest rates through bank borrowings at variable interest rates. Other borrowings are at fixed interest rates. The exposure to interest rates for the Group’s money market funds is considered low as the Group currently holds more funds on deposit in interest bearing accounts than is owed in bank borrowings.
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
39 Financial risk management (continued)
Interest rate sensitivity (continued)
The following table illustrates the sensitivity of profit and equity to a reasonably possible change in interest rates of +/2.00% (2024: +/- 2%). These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.
| Profit for the year | Equity | |||||
|---|---|---|---|---|---|---|
| $ | $ |
$ | $ | |||
| +2% / +2% | -2% / -2% |
+2% / +2% | -2% / -2% | |||
| 30 | June | 2025 | 901,718 | (901,718) |
901,718 | (901,718) |
| 30 | June | 2024 | 720,320 | (720,320) |
720,320 | (720,320) |
Credit risk analysis
Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to credit risk from financial assets including cash and cash equivalents held at banks, trade and other receivables and contract assets.
The Group’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised below:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Classes of financial assets | ||
| Carrying amounts: | ||
| • cash and cash equivalents | 94,316,050 | 86,937,885 |
| • restricted cash and cash equivalents | 66,503,109 | 14,028,796 |
| • trade and other receivables | 75,877,196 | 52,023,295 |
| 236,696,355 | 152,989,976 |
Credit risk management
The credit risk is managed on a group basis based on the Group’s credit risk management policies and procedures.
Cash and cash equivalents
The Group’s cash and cash equivalents are held with major reputable financial institutions.
85
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
39 Financial risk management (continued)
Credit risk analysis (continued)
Trade receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s customer base, including the default risk of the industry and country in which the customers operate, has less of an influence on credit risk. Geographically, the concentration of credit risk is within Australia and, by industry, the concentration is within the commercial infrastructure and resources industries.
The Group continuously monitors defaults of customers and other counterparties, identified either by individual or group and incorporates this information into its credit risk controls. The Group’s policy is to deal only with creditworthy counterparties. The ongoing credit risk is managed through regular review of ageing analysis, together with credit limits per customer.
The Group does not require collateral in respect of trade receivables and contract assets.
To mitigate the impact of any single credit default, the Group maintains a policy of Trade Credit Insurance that provides protection in the event of default.
The Group’s management considers that all the above financial assets that are not impaired or past due for each of the reporting dates under review are of good credit quality.
Impairment losses
The ageing of the Group’s trade and other receivables at the reporting date was:
| Other receivables – not past due Trade receivables: Current Less than 90 days Greater than 91 days |
Note | Gross Allowance for Impairment Gross Allowance for Impairment 2025 2025 2024 2024 $ $ $ $ |
|---|---|---|
| 15 15 |
1,220,521 - 2,660,385 - 60,434,746 (355,342) 34,011,795 - 14,577,326 (91,339) 7,485,242 - 3,036,866 (2,945,582) 8,072,531 (206,658) |
|
| 78,048,938 (3,392,263) 49,569,568 (206,658) |
||
| 79,269,459 (3,392,263) 52,229,953 (206,658) |
The provision of $3,318,767 relates to expected credit losses of a small number of debtors based on the past default experience of the debtors combined with analysis of the debtor’s current financial position. The Group continues to strongly pursue all debts provided for. The majority of un-impaired debtors exceeding one year relate to retention claims that are not due. The debtor aging is relative to the date of the original invoice claim against which the retention is held.
The Group has established an allowance for impairment that represents their expected credit losses in respect of trade receivables and contract assets.
The Group recognises a provision for impairment related to expected credit losses (“ECLs”) for trade receivables. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate.
86
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
39 Financial risk management (continued)
Credit risk analysis (continued)
Impairment losses (continued)
For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group uses a provision matrix to calculate the ECLs. The provision matrix is established based on the Group’s historically observed default rates. The Group calibrates the matrix to adjust historical credit loss experience with forward looking factors specific to debtors and the economic environment where appropriate. At every reporting date, historical default rates are updated and changes in the forward-looking estimates are analysed.
The assessment of the correlation between historical observed default rates, forecast of economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecasts in economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future.
The Group considers a financial asset’s potential for default when contractual payments are more than 120 days past due, factoring in other qualitative indicators where appropriate. Exception shall apply to financial assets that relate to entities under common controls or covered by letter of credit or credit insurance. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Liquidity risk analysis
Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group manages its liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-to-day business. The data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below. Liquidity needs are monitored in various time bands, on a week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a 180 to 360 day lookout period are identified monthly. Net cash requirements are compared to available borrowing facilities in order to determine headroom or any shortfalls. This analysis shows that available borrowing facilities are expected to be sufficient over the lookout period.
The Group’s objective is to maintain cash and marketable securities to meet its liquidity requirements for 30-day periods at a minimum. This objective was met for the reporting periods. Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and the ability to sell long-term financial assets.
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular its cash resources and trade receivables. The Group’s existing cash resources and trade receivables (see Note 15) significantly exceed the current cash outflow requirements. Cash flows from trade and other receivables are all contractually due within three months.
87
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
39 Financial risk management (continued)
Liquidity risk analysis (continued)
As at 30 June 2025, the Group’s non-derivative financial liabilities have contractual maturities as summarised below:
| 30 June 2025 Secured borrowings Leases Trade and other payables Contingent consideration payable Total |
Current Non-current Within 6 months 6 - 12 months 1 - 5 years 5+ years $ $ $ $ |
|---|---|
| 500,000 500,000 9,067,000 - 8,272,970 7,755,130 25,642,974 - 106,699,176 - - - - 9,197,757 2,150,000 - |
|
| 115,472,146 17,452,887 36,859,974 - |
This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting periods as follows:
| 30 June 2024 Secured borrowings Leases Trade and other payables Contingent consideration payable Total |
Current Non-current Within 6 months 6 - 12 months 1 - 5 years 5+ years $ $ $ $ |
|---|---|
| 750,000 750,000 2,780,000 - 5,975,746 5,309,731 13,687,448 - 42,463,886 - - - 650,000 - - - |
|
| 49,839,632 6,059,731 16,467,448 - |
40 Capital management policies and procedures
The Group’s capital management objectives are:
-
to ensure the Group’s ability to continue as a going concern
-
to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
The Group monitors capital on the basis of the carrying amount of equity plus its bank loans and other financial liabilities, less cash and cash equivalents as presented on the face of the statement of financial position.
The Group’s goal in capital management is to ensure compliance with the Group’s covenants relating to its commercial financing arrangements. These covenants measure the Group’s Debt Service Cover, Gross Leverage and Liquidity Ratios, as well as requiring maintenance of a minimum Tangible Net Worth. The Group has met all its covenant obligations, since the commercial loan was taken out.
88
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
40 Capital management policies and procedures (continued)
Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. The amounts managed as capital by the Group for the reporting periods under review are summarised as follows:
| Total equity Financial liabilities Cash and cash equivalents Capital Total equity Borrowings Overall financing Capital-to-overall financing ratio |
2025 2024 $ $ |
|---|---|
| 159,779,069 121,236,426 48,641,787 22,780,798 (160,152,268) (100,966,681) |
|
| 48,268,588 43,050,543 |
|
| 159,779,069 121,236,426 48,641,787 22,780,798 |
|
| 208,420,856 144,017,224 |
|
| 0.23 0.30 |
The ratio decrease during 2025 is primarily a result of additional cash at bank held at year end compared to the previous reporting period.
41 Parent entity information
Information relating to GenusPlus Group Ltd (the Parent Entity):
| Statement of financial position Current assets Total assets Current liabilities Total liabilities Net assets Issued capital Retained earnings Total equity Statement of profit or loss and other comprehensive income (Loss) for the year Total comprehensive income |
2025 2024 $ $ |
|---|---|
| 7,854,051 5,114,657 |
|
| 59,949,466 41,742,737 |
|
| (1,163,342) (1,831,275) (5,957,064) 12,481,415 |
|
| 52,829,060 54,224,152 |
|
| 61,545,802 55,265,025 (7,553,400) (1,110,857) |
|
| 53,992,402 54,154,168 |
|
| (3,609,051) (2,325,537) |
|
| (3,609,051) (2,325,537) |
The Parent Entity had no capital commitments at year end (2024:$Nil).
89
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
42 Events after the reporting date
On 27 August 2025, the Directors declared a final fully franked dividend of 3.6 cents per share with a record date of 1 October 2025 and a payment date of 31 October 2025. The total dividend payable is approximately $6,500,000.
Other than those mentioned above, no matters or circumstances have arisen since the end of the financial year which 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 future financial years.
43 Group details
The registered office and principal place of business of the Group is:
GenusPlus Group Ltd Level 1, 63 – 69 Abernethy Road Belmont WA 6104
90
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Consolidated entity disclosure statement
Basis of Preparation
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes required information for each entity that was part of the consolidated entity as at the end of the financial year.
Consolidated entity
This CEDS includes only those entities consolidated as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements (AASB 10).
Determination of Tax Residency
Section 295 (3A) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgment as there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency
In determining tax residency, the consolidated entity has applied the following interpretations
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance.
Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with.
Partnerships and Trusts
Australian tax law does not contain specific residency tests for partnerships and trusts. Generally, these entities are taxed on a flow-through basis so there is no need for a general residence test. There are some provisions which treat trusts as residents for certain purposes but this does not mean the trust itself is an entity that is subject to tax.
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Consolidated entity disclosure statement (continued)
Additional disclosures on the tax status of partnerships and trusts have been provided where relevant.
| Name of entity | Type of entity | Trustee, partner, or participant in joint venture |
% of share capital held |
Country of incorporation |
Australian resident of foreign resident (for taxpurpose) |
Foreign tax jurisdiction(s) of foreign residents |
|---|---|---|---|---|---|---|
| Genus Infrastructure Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Genus Services Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Proton Power Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Complete Cabling and Construction Pty Ltd |
Limited Company | n/a | 100% | Australia | Australia | n/a |
| Proton Technical Services Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Genus Infrastructure (Qld) Pty Ltd |
Limited Company | n/a | 100% | Australia | Australia | n/a |
| Genus Fleet Management Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| KEC Power Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Genus Infrastructure (NSW) Pty Ltd |
Limited Company | n/a | 100% | Australia | Australia | n/a |
| ECM Consultancy Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Genus Renewables Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Connect Engineering Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Connect Infrastructure Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Connect Infrastructure | ||||||
| Construction Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Genus PFA Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Blue Tongue Energy Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Genus Infrastructure (VIC) Pty Ltd |
Limited Company | n/a | 100% | Australia | Australia | n/a |
| Samsung Genus Joint Venture | Limited Company | Participant in joint venture |
30% | Australia | Australia | n/a |
| Acciona Genus Joint Venture | Limited Company | Participant in joint venture |
25% | Australia | Australia | n/a |
| Commtel Network Solutions Pty Ltd |
Limited Company | n/a | 100% | Australia | Australia | n/a |
| CommTel Network Solutions | United | United | ||||
| (Europe) Ltd | Limited Company | n/a | 100% | Kingdom | Foreign | Kingdom |
| Partum Engineering Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Connect Infrastructure Design Pty Ltd |
Limited Company | n/a | 100% | Australia | Australia | n/a |
92
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
| C5 Pro-Solutions Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
|---|---|---|---|---|---|---|
| Geographe Tree Services Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| Arbor West Pty Ltd trading as Classic Tree Services |
Limited Company | n/a | 100% | Australia | Australia | n/a |
| MGC Solutions Pty Ltd | Limited Company | n/a | 100% | Australia | Australia | n/a |
| MGC Group Holdings (WA) Pty Ltd |
Limited Company | n/a | 100% | Australia | Australia | n/a |
93
GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Directors’ Declaration
In accordance with a resolution of the directors of GenusPlus Group Limited, I state that:
In the opinion of the directors:
(a) the financial statements and notes of GenusPlus Group Limited for the financial year ended 30 June 2025 are in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2025 and of its performance for the year ended on that date; and
(ii) complying with Accounting Standards and the Corporations Regulations 2001 ;
(b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 2;
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
(d) the consolidated entity disclosure statement on page 91 is true and correct as at 30 June 2025.
This declaration has been made after receiving the declarations required to be made to the directors by the chief executive officer and chief financial officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2025.
On behalf of the board
==> picture [82 x 23] intentionally omitted <==
David Riches Director
Dated the 27[th] day of August 2025
94
==> picture [161 x 31] intentionally omitted <==
Grant Thornton Audit Pty Ltd Level 43 Central Park 152-158 St Georges Terrace Perth WA 6000 PO Box 7757 Cloisters Square Perth WA 6850 T +61 8 9480 2000
Independent Auditor’s Report
To the Members of GenusPlus Group Ltd
Report on the audit of the financial report
Opinion
We have audited the financial report of GenusPlus Group Ltd (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2025, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:
- a giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its performance for the year ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
grantthornton.com.au
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Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation.
95
| Key audit matter | How our audit addressed the key audit matter | How our audit addressed the key audit matter |
|---|---|---|
| Revenue Recognition – Note 6 | ||
| The Group’s revenues from fixed price construction | Our procedures included, amongst others: | |
| contracts are recognised over time, with the amount determined by the percentage of costs completed. |
• | Understanding and documenting the design of internal controls over project costings and estimating costs to |
| Revenue is recognised in accordance with AASB 15 | complete construction projects; | |
| _Revenue from Contracts with Customer_based on: | • | Testing the operating effectiveness of project cost controls |
| • The determination of the completion and measurement |
designed for determining the revenue recognised over time utilising the percentage of completion method; |
|
| of performance obligations under each contract; | • | Reviewing significant contracts, including agreeing key terms |
| • The estimation for construction contract inputs (costs) |
and conditions to contracts along with any variations or | |
| including costs remaining and the expected margins | contingencies requiring to be recognised; | |
| earned on the contracts; and | • | Testing a sample of costs to verify the allocation to projects is |
| • The determination of contingency and variation |
appropriate; | |
| estimates, including the probability of approval for | • | Reviewing management assumptions in determining the |
| changes in price and scope | stage of completion, total contract price, costs incurred and | |
| This area is a key audit matter due to the high level of | estimated costs to complete to supporting documentation; | |
| estimation and management judgement required to determine the revenue recognised from each contract that includes contract variations and claims. |
• | Recalculating the stage of completion based on costs to date proportionate to forecasted costs, including testing a sample of progress billings and contract costs to assess the allocation to revenue, contract assets and liabilities is appropriate and |
| consistent with the requirements of AASB 15; | ||
| • | Assessing estimated costs to complete through discussion | |
| with project managers and challenging the key assumptions | ||
| connected to the stage of completion method, including | ||
| potential disputes and claims relating to variations to the | ||
| original contract terms and agreeing to underlying support; | ||
| • | Assessing variations to historical recoveries and supporting | |
| documentation for claims made for price and scope changes; | ||
| and | ||
| • | Assessing the adequacy of the Group’s presentation and | |
| disclosures in the financial statements. |
Business Combinations – Note 36
Our procedures included, amongst others:
-
The Group undertook several acquisitions throughout the Our procedures included, amongst others: year. Provisional accounting has been applied while • Reviewing management’s assessment of whether the Management continue to gather the necessary information acquisition meets the definition of a Business under AASB 3 to finalise the fair value assessments of the acquired Business Combinations ; assets, liabilities, and contingent considerations. • Reviewing underlying transaction agreements to understand
-
The accounting for acquisitions has a material impact on the terms and nature of the acquisition and the assets and the Group’s results, and changes in ownership can be liabilities acquired; complex. Significant judgement is required in determining: • Assessing the accuracy of the calculation and measurement • The value of identifiable intangible assets; of the consideration paid; • Testing the calculation of total consideration payable as at
-
• Fair value of other net assets acquired; the acquisition date and corroborating deferred
-
• Goodwill acquired; consideration payable within the earnout period; • Total consideration payable, including estimating • Considering the objectivity, competence, and scope of the Group’s external valuation expert, and leveraging their
-
components of deferred consideration; and findings over the value of intangible assets acquired;
-
The value of identifiable intangible assets; • Testing the calculation of total consideration payable as at
-
• Fair value of other net assets acquired; the acquisition date and corroborating deferred
-
• Goodwill acquired; consideration payable within the earnout period; • Total consideration payable, including estimating • Considering the objectivity, competence, and scope of the Group’s external valuation expert, and leveraging their
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components of deferred consideration; and findings over the value of intangible assets acquired;
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• Fair value re-measurement gains resulting from a • Recalculating the goodwill balance recognised in the change in the Group’s ownership from an associate transaction and comparing it to the amount recorded by the
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to a controlled entity. Group; and
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This area is a key audit matter due to the volume of • Assessing the adequacy of disclosures in the financial acquisitions and the inherent complexities in valuing net report. identifiable assets.
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Goodwill – Note 24
The Group recognised goodwill totalling 35million at 30 June 2025 across 5 cash-generating units (CGUs).
Goodwill is required to be assessed for impairment annually by management as prescribed in AASB 136 Impairment of Assets.
Management performs annual impairment testing per AASB 136 to determine whether the CGUs’ recoverable amount is greater than its carrying value, utilising either the greater of fair value less costs to sell or its value in use.
The Group uses a discounted cash flow model for the value-in-use approach to determine the recoverable amount. In doing so, management considers the following key inputs;
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forecasted budgeted financial performance;
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estimated growth rates;
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working capital adjustments;
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estimated capital expenditure;
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discount rate; and
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terminal value.
This area is a key audit matter due to the significant balance carried by the Group that management has assessed using estimates and judgement.
Our procedures included, amongst others:
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Understanding management’s process and controls for determining the - CGUs, the calculation of the recoverable amount for each CGU, and the goodwill impairment assessment.
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Evaluating the value-in-use models against the requirements of AASB 136;
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Challenging the appropriateness of management’s revenue and cost forecasts by comparing the forecasted cash flows to actual growth rates achieved historically;
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Engaging an auditor’s valuation expert to provide assurances over the key assumptions of the model;
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Reviewing management’s value-in-use calculations by:
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Testing the mathematical accuracy of the calculations;
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Evaluating the forecast cash inflows and outflows to be derived by the CGUs assets for reasonableness;
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Comparing estimates and judgements for growth rates to available market and industry data;
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Assessing the discount rates applied to forecast future cash flows for reasonableness with assistance from internal valuation specialists;
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Performing sensitivity analysis on the significant inputs and assumptions made by management in preparing its calculation; and
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Assessing the adequacy of financial report disclosures.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2025, but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The directors of the Company are responsible for the preparation of:
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a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 (other than the consolidated entity disclosure statement); and
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b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001 , and
for such internal control as the directors determine is necessary to enable the preparation of:
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i) the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and
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ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.
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In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf.This description forms part of our auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 9 to 19 of the Directors’ report for the year ended 30 June 2025.
In our opinion, the Remuneration Report of GenusPlus Group Ltd, for the year ended 30 June 2025 complies with section 300A of the Corporations Act 2001 .
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
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GRANT THORNTON AUDIT PTY LTD Chartered Accountants
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B P Steedman Partner – Audit & Assurance Perth, 27 August 2025
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
ASX Additional Information as at 22 August 2025
Distribution of equity security holders
| Distribution of equity security holders | |
|---|---|
| Ordinary Shares | |
| Category | |
| 1 – 1,000 | 386,940 |
| 1,001 – 5,000 | 2,406,005 |
| 5,001 – 10,000 | 2,719,636 |
| 10,001 – 100,000 | 10,749,924 |
| 100,001 and over | 164,101,921 |
| Total | 180,364,426 |
Twenty largest shareholders
| Twenty largest shareholders | |
|---|---|
| MR DAVID WILLIAM RICHES HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED CITICORP NOMINEES PTY LIMITED MATTHEW STEVEN RICHES & DAVID WILLIAM RICHES DAVE RICHES & MATT RICHES UNIT J P MORGAN NOMINEES AUSTRALIA PTY LIMITED DAVE RICHES PTY LTD BNP PARIBAS NOMS PTY LTD BJ FRASER PTY LTD MR NEIL DOUGLAS RAE & MRS MELANIE MICHELLE RAE & MR SIMEON DAVID RAE UBS NOMINEES PTY LTD MR KENNETH JOSEPH HALL CC RANKINE PTY LTD WARBONT NOMINEES PTY LTD PATRICK LLOYD PTY LTD PATRICK LLOYD GEORGE LLOYD PTY LTD GEORGE LLOYD MR WILLIAM JAMES BEAMENT SANDINI PTY LTD PRECISION OPPORTUNITIES FUND LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 BNP PARIBAS NOMINEES PTY LTD |
Number of ordinary shares held Percentage of capital held |
| 78,922,947 43.76% 23,000,149 12.75% 15,378,225 8.53% 14,109,375 7.82% 4,443,522 2.46% 1,861,000 1.03% 1,856,936 1.03% 1,816,765 1.01% 1,742,344 0.97% 1,576,874 0.87% 1,550,000 0.86% 1,236,765 0.69% 1,138,547 0.63% 1,100,000 0.61% 1,100,000 0.61% 1,000,000 0.55% 1,000,000 0.55% 1,000,000 0.55% 977,106 0.54% 839,247 0.47% |
|
| 155,649,802 86.30% |
| Substantial shareholders The number of shares held by substantial shareholders and their associates are set out below: David William Riches & Matthew Steven Riches & David William Riches Dave Riches & Matt Riches Unit |
Number |
|---|---|
| 94,893,322 |
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GenusPlus Group Ltd and controlled entities Annual Financial Report For the year ended 30 June 2025
Corporate Directory
Directors
Simon High Chairman Independent Non-Executive Director
David Riches CEO and Managing Director
José Martins Independent Non-Executive Director
Paul Gavazzi Independent Non-Executive Director
Company Secretaries
Damian Wright Strati Gregoriadis
Auditors
Grant Thornton Audit Pty Ltd Central Park Level 43, 152-158 St Georges Terrace Perth WA 6000
Share Registry
MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Freecall: 1300 554 474
Registered Office
GenusPlus Group Ltd Level 1, 63 – 69 Abernethy Road Belmont WA 6104
ASX Code: GNP
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