Steel & Tube Holdings Limited logo

Steel & Tube - FY25 Results

Full Year Results24 August 2025STUMaterials

Company Announcement
25 August 2025







Steel & Tube Holdings Limited, PO Box 58880, Botany, Auckland 2163, New Zealand

P +64 4 570 5000 www.steelandtube.co.nz

Steel & Tube FY25 Results

Disciplined Execution of Strategy in a Challenging Cyclical Market


Steel & Tube Holdings Limited (NZX: STU) has reported its audited results for the 12 months ended 30 June 2025

(FY25).


• Economic headwinds affected volumes, revenue and margins

• Recent growth investments delivering revenue, margin and earnings growth

• Responsiveness to cycle; ~$7m annualised cost out programme and prudent inventory management

• Customer service remains a key strength with c.13,000 active customers

• Some activity lift in 2H25 and expected to improve through FY26, market remains highly competitive

• Significant operating leverage, driven by cost out and addition of higher value products and services


CEO Mark Malpass commented: “In a very challenging bottom of cycle trading environment, we have continued to

execute on our strategy – strengthening our core and investing in high value products and services that further

expand our leading range of steel solutions and businesses. The acquisition of Perry Metal Protection – a market

leader in galvanizing services – was a highlight for the year and is performing ahead of expectations. We have also

strengthened our customer value proposition and are increasingly being selected as a preferred supplier, delivering

quality and reliability. Our operating leverage has increased as we have focussed on IT/digital systems, costs and

efficiency. This will drive margin expansion and profit growth as the economic cycle recovers.


“Steel & Tube has broad sector diversity with revenue predominantly generated from the manufacturing,

construction and infrastructure sectors. Economic recovery across these sectors has been tepid due to the high

interest rate environment (now easing), international uncertainty, limited Government infrastructure and social

housing spending and unemployment. We are starting to see some activity lift with manufacturing improving and

positive sentiment as the Government commits to starting $6b of infrastructure projects pre-Christmas 2025. Activity

has been stronger outside of Auckland and Wellington driven by strength in the agricultural sector.”


$m FY25 FY24 Var

Revenue 385.4 479.1 (93.7)

Volume (Ktonnes) 101.7 115.5 (13.8)

GM$/tonne 688 901 (213)

EBITDA (2.5) 31.4 (33.9)

Normalised EBITDA 2.1 35.8 (33.7)

EBIT (26.0) 9.6 (35.6)

Normalised EBIT (21.4) 14.5 (35.9)

NPAT (24.4) 2.6 (27.0)

Net operating cash flow 10.4 42.2 (31.8)


The challenging economy in FY25 impacted demand for steel and affected volumes and average selling price. Sales

revenue was down 20% to $385.4m, driven by a 12% drop in volumes as well as product mix and pricing pressure,

exacerbated by aggressive pricing from some competitors. An improvement has been seen in 2H25 daily volumes

and sales, off a low base.




Volume and pricing impacts flowed through to a decrease in FY25 earnings. Normalised EBITDA remained positive at

$2.1m

1

, although was lower year on year. Including non-trading adjustments of $(4.6)m

2

, EBITDA was $(2.5)m, with

EBIT of $(26.0)m. The company reported a net loss after tax of $(24.4)m.


Gross margin remains a priority and the strategic focus on higher value products and services, pricing discipline and

cost control will provide upside as activity returns. Product margins were 28.1%

3

(FY24: 29.8%) and gross margins

were 18.1% (FY24: 21.7%). Margin recovery is expected as volumes improve and capacity is better utilised.


The ongoing cost out programme delivered approximately $7m in annualised direct and operating expense savings

(FY24: ~$5m), more than offsetting inflationary pressure. Inventory continues to be managed prudently, with year-

end inventory of $113.6m, including $5.9m related to the new galvanizing business (FY24: $121.3m).


Steel & Tube’s long term balance sheet strength has enabled investment in growth initiatives, with bank facilities

utilised for M&A. Net debt was $36.3m at 30 June 2025, which included $30m for the Perry’s acquisition. In light of

the challenging economic environment, the board has made the decision not to declare a dividend.


Outlook


Mark Malpass said: “We are starting to see early signs of recovery, and expect activity to continue to improve

through FY26 as the benefits of lower interest rates take effect and stimulate confidence, spending and investment,

along with Government-backed construction projects.”


Chair of Steel & Tube, Susan Paterson, commented: ”Steel & Tube is well positioned to capitalise on a broad cyclical

recovery. We have a cost efficient and streamlined business, broad sector diversity, longstanding customer

relationships and a high quality team. We have made difficult choices to ensure the long-term health of the business,

including the reduction of roles. To set the tone from the top, the board and CEO have taken a temporary 20%

reduction in fees and salary, and the leadership team has agreed to a temporary pay freeze.”


Investor call and webcast


Steel & Tube will be holding an investor call at 10.00am today (25 August 2025) to discuss the FY25 results,

performance and outlook. Details can be found here: https://www.nzx.com/announcements/456290


ENDS


For media or investor enquiries, please contact: Jackie Ellis Tel: +64 27 246 2505 or email: jackie@ellisandco.co.nz


For further information please contact:

Mark Malpass

Steel & Tube CEO

Tel: +64 27 777 0327

Email: mark.malpass@steelandtube.co.nz

Richard Smyth

Steel & Tube CFO

Tel: +64 21 646 822

Email: richard.smyth@steelandtube.co.nz




1

Normalised Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) exclude non-trading adjustments of $4.6m.

2

FY25 non-trading costs relate to restructuring, acquisition and integration costs, software as a service costs and palletised warehouse project.

3

Gross Margin includes freight, direct and sub-contract labour. Product Margin excludes labour.

---

Template
Results announcement

(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at March 2025




Results for announcement to the market

Name of issuer Steel & Tube Holdings Limited

Reporting Period 12 months to 30 June 2025

Previous Reporting Period 12 months to 30 June 2024

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$385,389 (19.6%)

Total Revenue $385,389 (19.6%)

Net profit/(loss) from

continuing operations

$(24,370) (1023.1%)

Total net profit/(loss) $(24,370) (1023.1%)

Final Dividend

Amount per Quoted Equity

Security

n/a

Imputed amount per Quoted

Equity Security

n/a

Record Date n/a

Dividend Payment Date n/a

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security (in

dollars and cents per

security)

$0.70 $1.11

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Steel & Tube uses several non-GAAP measures when

discussing financial performance. This includes normalised

EBITDA and normalised EBIT. Management believes that these

measures provide useful information on the underlying

performance of Steel & Tube’s business. They may be used

internally to evaluate performance, analyse trends and allocate

resources. Non-GAAP financial measures should not be viewed

in isolation nor considered as a substitute for measures reported

in accordance with NZ IFRS. Reconciliations of non-GAAP

measures to GAAP measures are detailed within this

announcement.

Steel & Tube’s normalised EBITDA is $2.1m for FY25 (FY24:

$35.8m, 94.2% decrease) and normalised EBIT is $(21.4)m for

FY25 (FY24: $14.5m, 247.9% decrease). Further details on the

unusual transactions/non-trading adjustments are included in the

investor presentation for the year ended 30 June 2025.

Definitions:
• EBITDA: this means earnings before interest, tax,

depreciation and amortisation and is calculated as profit for

the period before net finance costs, tax, depreciation and

amortisation

• Normalised EBITDA: this means EBITDA after normalisation

adjustments

• EBIT: this means earnings before interest and tax and is

calculated as profit for the period before net finance costs

and tax

• Normalised EBIT: this means EBIT after normalisation

adjustments

• Normalisation adjustments: these are transactions that are

unusual by size or nature in a particular accounting period.

Excluding these transactions can assist users in forming a

view of the underlying performance of the group. Unusual

transactions can be as a result of specific events or

circumstances or major acquisitions, disposals or

divestments that are not expected to occur frequently


Authority for this announcement

Name of person


authorised

to make this announcement

Mark Malpass

Contact person for this

announcement

Mark Malpass

Contact phone number +64 27 777 0327

Contact email address mark.malpass@steelandtube.co.nz

Date of release through MAP


25 August 2025


Audited financial statements accompany this announcement.

---

FY25 Results Presentation
For 12 months ended 30 June 2025

25 August 2025

Disciplined execution of strategy in challenging market
Growth strategy

delivering value

•Capital allocation discipline has allowed acquisition of quality businesses at bottom of cycle

•Perry Metal Protection integration plan on track, delivering ahead of expectations

Customer service

remains key strength

•Organisation focussed on customer service, cross-sell and loyalty ~13,000 active customers

•DIFOTIS enhancing improvements –warehousing and last mile investments

Cost and working

capital discipline

•Responsiveness to cycle changes -FY25 ~$7m annualised cost out programme

•Prudent management of inventory ensuring right stock, in the right location, at the right time

Significant operating

leverage

•Large proportion of costs fixed -enables substantial profit expansion with volume growth

•Driven by IT/Digital systems, cost out and higher value products and services

Activity building,

competitive market

•2H25 steady growth in volumes off a low base –benefiting from broad sector exposures

•Expect activity will continue toimprove through FY26, market remains highly competitive

Results at a glance
Cyclical business - impacted by recessionary economy; normalised EBITDA remained

positive at bottom of cycle

Normalised Earnings Before Interest and Tax (EBIT), Normalised Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA), Net Profit After Tax (NPAT)

Non-GAAP earnings reconciliation at the end of the presentation

Percentage variances compared against FY24 unless otherwise stated

Due to rounding, numbers presented throughout this presentation may not add up precisely to the totals provided

Volume

Normalised EBITDANormalised

OPEX

Product Margin %

Inventory

101,716t

FY24: 115,535t

$2.1m

FY24: 35.8m

$69.9m

FY24: $70.1m

28.1%

FY24: 29.8%

$113.6m

FY24: $121.3m

Revenue

Normalised

EBIT

NPAT/NLAT

Operating Cash

Flows

Net Debt/Cash

$385.4m

FY24: $479.1m

-$21.4m

FY24: 14.5m

-$24.4m

FY24: $2.6m

$10.4m

FY24: $42.2m

-$36.3m

FY24: $8.7m

Operating
Backdrop &

Business

Strategy

5
Recessionary conditions impacting across sectors

Steel & Tube has diversified sector exposure, focused on growth markets

Recessionary conditions, expect to see cyclical recovery later in

FY26. Steel & Tube product diversity and broad sector exposures

offer opportunities versus listed peers

•Manufacturing: improvement seen in first 4 months of 2025 before

contracting again in May and June.

•Commercial: 5% reduction in consented floor area YoY to June; businesses

remain cautious around economic outlook and significant investments

•Residential: impacted by high interest rates, increased housing supply,

migration, soft rents and price growth, slowdown in residential, Kāinga Ora

and retirement developments. Some stabilisation seen from early 2025

•Infrastructure: Government fast-track projects will provide longer term

benefit. $6b committed to start before Christmas 2025

•Others: economic recovery in the agricultural sector

35%

50%

12%

30%

26%

36%

12%

4%

24%

7%

5%

11%

7%

8%

6%

9%

8%

11%

0%

20%

40%

60%

80%

100%

GroupDistributionInfrastructure

BU Sector Split FY25

Others (including

rural)

Reseller

Infrastructure

Residential

Commercial

Manufacturing

6
Upswing will be driven by:

•Lowering interest rates

•Government investment in infrastructure

•Improved business confidence and

investment

•Recovery in consumer spending and the

housing market

Economic recovery on the way, albeit at slower pace

Steel & Tube lean and ready for cyclical upswing

Commercial

Residential

Manufacturing

Infrastructure

7
Strategic pathways

Overall goal to deliver gross margin improvement

•Best-in-class customer experience

•Cross sell products and services

•Accelerate shift to digital sales

•Drive gross margin $/tonne

•Operating efficiency

Continue to Strengthen the Core

•High value products, diversified

materials and value-added services

•Diversify customer segments and build

scale

•Primary focus is on organic investment

and M&A in directly adjacent sectors

Grow High Value Products and

Services

8
Growth investments adding value

32

Recent growth initiatives and M&A

Acquisitions

Fasteners NZHigh quality, strong ongoing demand,

continuing to expand range

Kiwi Pipe & FittingsStrong earnings growth, continuing to

successfully expand ex-Auckland

Perry Metal ProtectionTransaction 1 May 2025; performing

ahead of expectations

Organic

Plate ProcessingValue add service (Auckland and

Christchurch)

AluminiumHigh value product, continuing to

expand range

Last mile freight deliveryExceeded expectations in first year of

operations

QBT450New roofing profile targeting high-end

residential market

0.0

5.0

10.0

15.0

20.0

25.0

FY23FY24FY25

Added Value from Strategic

Investments

Revenue from investments

EBITDA from investments

9
Perry Metal Protection

Integration plan on track; performing ahead of expectations

•Acquired May 2025 for $46.4m

1

; 3-year average EBITDA multiple of 5x

•Immediately earnings accretive, high value services

•Performing ahead of expectations: delivered $1.7m EBITDA vs $1.4m

PCP in first 2 months (May and June)

•Integration plan on track with identified synergies and benefits

estimated at least $1m per annum

33

35

36

34

33

Mar-22Mar-23Mar-24Mar-25Jun-25

Rolling 12-months ended

$ Millions

Revenue

RevenueAverage Selling Price

10

8

9

11

11

Mar-22Mar-23Mar-24Mar-25Jun-25

Rolling 12-months ended

$ Millions

Normalised EBITDA (pre IFRS)

New Zealand’s largest and most modern galvanizing operation plus

complementary steel grating products and sandblasting businesses

•Strong fundamentals and stable earnings through the cycle

•Highly aligned customer bases, cross sell synergies higher than anticipated

•Supportive macro trends – good for customers and the planet, galvanizing

extends life of steel by up to 7x

1

Includes contingent earnout consideration

10
FY25

Financial

results

11
Group financial summary

•Challenging economic backdrop impacting

volumes and revenue

•Gross margin reflects lower volumes and more

competitive pressure on average sales price

•2H volumes started to improve off low base

•Margin pressure should ease as activity

continues to improve in FY26

•Normalised EBITDA remained positive

•Significant operating leverage for when volumes

return

•No dividend declared

Financial

performance

FY23, FY24 and FY25 Normalised EBITDA and EBIT have been adjusted to exclude non-trading adjustments. Further details included in appendix to this presentation.

$mFY25FY24Var

Revenue

385.4479.1 (93.7)

Volume (Ktonnes)

101.7115.5 (13.8)

GM$/tonne

688901(213)

EBITDA

(2.5)31.4 (33.9)

Normalised EBITDA*

2.135.8 (33.7)

EBIT

(26.0)9.6(35.6)

Normalised EBIT*

(21.4)14.5 (35.9)

NPAT

(24.4)2.6(27.0)

Net Operating cash flow

10.442.2

(31.8)

Dividend (cents per share)

-6.0

(6.0)

12
•Capital discipline focus on the right acquisitions at

the bottom of the cycle

•Prudent management of working capital in tough

economic conditions

•Utilised clean balance sheet for M&A – net debt of

$36.3m includes $30m for Perry Metal Protection

acquisition

$mFY25FY24Var

Trade and other receivables63.2 68.5 (5.3)

Inventories113.6 121.3 (7.9)

Trade and other payables(61.7)(56.7)(4.7)

Working Capital115.2 133.2 (17.9)

Total Facility

80.0 100.0 (20.0)

Borrowings

(50.0) - (50.0)

Available Facility/Undrawn

30.0 100.0 (70.0)

Cash and cash equivalents13.7 8.7 5.0

Borrowings(50.0) - (50.0)

Net Cash/(Debt)(36.3) 8.7 (45.0)

Net Tangible Assets (NTA) 127.7 185.5 (58.9)

Funds Employed338.0301.5(36.5)

Balance sheet summary

Funds to invest in growth opportunities

273

349

301

301

338

-50

0

50

100

150

200

250

300

350

400

FY21FY22FY23FY24FY25

Funds Employed (NZ$m)

Net DebtLease liabilitiesShareholders' funds

13
Revenue

Maintaining share in competitive market; volume and revenue improvements in 2H25

•YoY volume down by 12% and revenue down 20% as

result of continuing economic headwinds –

improvement in volume and sales 2H25

•Reduction in average selling price reflects product mix

and competitive pressure - aggressive pricing by

some competitors

•Customer satisfaction scores remain at high levels

•Continuing to strengthen value proposition – focus on

customer service, DIFOTIS, high value products and

services, pricing discipline and cross selling

-

1,000

2,000

3,000

4,000

5,000

-

100

200

300

400

500

600

700

FY21FY22FY23FY24FY25

Average Selling Price ($/t)

Sales ($m)

Sales & Average Selling Price

RevenueAverage Selling Price

300

400

500

600

1200

1400

1600

1800

2000

Tonnes

Revenue $ (000s)

Revenue & Tonnes per Trading Day

RevenueTonnes

14
0%

5%

10%

15%

20%

25%

30%

FY21FY22FY23FY24FY25

Margin %

Gross Margin %Product Margin %

-

400

800

1,200

FY21FY22FY23FY24FY25

Margin $/tonne

Gross Margin / TonneProduct Margin/Tonne

•Economic slowdown and heightened competition

compressed margins

•Supporting margins through strategic focus on

higher value products and services, cross-selling,

pricing discipline and cost control, lowering cost to

serve

•Margin recovery expected as volumes recover and

capacity is better utilised

Margins

Margin pressure in downturn; recovery will

bring upside leverage

Product Margin includes freight

Gross Margin includes freight, direct and sub-contract labour

15
Normalised operating expenses

Continued cost out programme with savings more than offsetting inflationary pressures

•3% of FY25 normalised OPEX relates to

growth investments

•Normalised OPEX, excluding growth

investments, down by 2%

•Cost initiatives focussed on back-office

functions, site consolidations, efficiencies,

and tight control of discretionary spending

•Increased costs relating to M&A activity

and growth investments

Normalised OPEX excludes palletised warehouse project costs of $1.4m, restructuring costs of $0.7m, acquisition & integration costs of $0.9m and the $1.6m

impact of SaaS, as well as non-trading adjustments previously reported, Normalised OPEX excludes D&A

*Growth investments includes OPEX incurred in the day-to-day operations of all investments outlined on Page 8

**Inflation of 2.7% as reported by Statistics NZ in their June 2025 release

16
Normalised EBITDA

Volume and pricing impacts partially offset by new investments and OPEX savings

•Positive contribution from new investments and

strategic focus on higher value products and

services

•Volume decline consistent with recessionary

environment

•Increased competition for lower volumes

driving pricing pressure

•Remain focused on pricing discipline, customer

value add to win business

•Further ~$7m of annualised direct and

operating expense savings in FY25 (FY24: $5m)

•Headcount reduced by 6.6% (excluding growth)

Normalised EBITDA has been adjusted to exclude non-trading adjustments.

Further details included in appendix to this presentation.

*Growth investments includes EBITDA generated from the day-to-day operations of all investments outlined on Page 8

**Inflation of 2.7% as reported by Statistics NZ in their June 2025 release

17
Inventory management

Prudent management to ensure best use of

working capital

•FY25 inventory matched to activity, coupled with

further optimisation

•$14.7m (13%) of FY25 year end inventory is

related to growth investments (fasteners, Kiwi

Pipe & Fittings, aluminium, galvanizing)

•Active stewardship and use of detailed analytical

tools to ensure investments are made in higher

value products

•Reduced active product SKUs by 1.7k to 20.2k

during FY25

•Ability to scale up quickly to meet demand when

it returns

18
Cashflow

•Cash collections remain high in a

softened operating environment

•Careful inventory management and

supply chain optimisation

•Dividends of $3.1m paid during FY25,

relating to FY24 dividends

•Lease payments have increased by

$1.1m in FY25, $0.6m of the increase

relates to growth investments

19
Capital expenditure

Disciplined capital management in a challenging environment

•FY25 capex of $6.8m (FY24: $9.5m)

•Priority capital allocation to strategic investments (52.6%)

and maintenance spend (31.5%)

•Growth investments include new purlins machine in

Auckland, QBT450 roofing profile and slitting machines in

Auckland, Wellington and Christchurch

Planned investment for FY26

•Further investment in processing equipment and other

growth opportunities

•Continued investment in digital technology

•Expect to maintain capex spend below depreciation levels

* FY21 capex has been restated for the impact of a change in accounting policy in relation to the accounting for Software as a Service arrangements (“SaaS”)

**Depreciation and amortisation excludes right-of-use asset depreciation

0

2

4

6

8

10

0

2

4

6

8

10

FY21*FY22FY23FY24FY25

$m

Capital Expenditure

20
Moving

forward

21
Medium term economic driver and trends

Market fundamentals remain strong, diversified product portfolio well positioned to

capture upside

Manufacturing

Attractive, stable and significant sector, supported by recovery of export,

agricultural, construction markets and domestic demand

Commercial

Interest rate cuts and improving business confidence will stimulate sector

Residential

Infrastructure

Resellers

Customer First

M&A / Growth Activity

Focus on Costs

Lower interest rates and increasing consumer confidence will drive improving

demand over time; housing supply and demand starting to balance out

Significant underspend, National Infrastructure Pipeline in place; Government

announcement of $6bn projects to commence pre-Christmas 2025

Demand primarily driven by residential market trends

22
•Economic headwinds expected to ease in FY26 resulting in

improved activity, although timing and speed of recovery

remain uncertain

•Infrastructure activity to increase following fast track legislation

and Government investment, with commercial projects and

housing to follow as funding conditions improve

•Underlying opportunities continue to be long term drivers;

climate resilience, seismic strengthening, energy and

infrastructure development

•Steel pricing expected to remain stable

•M&A opportunities in a weak economic environment

Market outlook

•Reinforce market position through continued strengthening of customer relationships
and customer-first mindset across the business

•Support margins through new higher value products and services, and cross sell

opportunities

•Continue cost discipline, tight inventory control and cash management

•Board and CEO have volunteered a temporary 20% pay reduction (from 1 July) and

executive pay freeze

•Responsiveness to cyclical upswing – ability to scale up quickly

•Continued capital allocation discipline as current economic conditions provide

opportunity to grow through organic and M&A investments

FY26 focus and priorities

Summary
•One of NewZealand’s largest and leading providers of steel solutions, with

product diversity and broad sector exposures that differ from listed peers

•Strong customer trust and loyalty remain key in tighter market; engaged and

committed workforce

•Economic head winds expected to ease in FY26 resulting in improved activity

•Significant operating leverage; well positioned for cyclical upswing

•Disciplined capital allocation and strategic investments to support future growth

•Market fundamentals remain strong - long term drivers provide multi-year

growth pathway

24

Discussion

26
Appendix

27
Non-GAAP financial information

Non-GAAP financial information: Steel & Tube uses several non-GAAP

measures when discussing financial performance. These include

Normalised EBITDA, Normalised EBIT and Working Capital. Management

believes that these measures provide useful information on the underlying

performance of Steel & Tube’s business. They may be used internally to

evaluate performance, analyse trends and allocate resources. Non-GAAP

financial measures should not be viewed in isolation nor considered as a

substitute for measures reported in accordance with NZ IFRS.

Non-trading adjustments/Unusual transactions: The financial results for

FY25 include transactions considered to be non-trading in either their

nature or size. Unusual transactions can be as a result of specific events or

circumstances or major acquisitions, disposals or divestments that are not

expected to occur frequently. Excluding these transactions from

normalised earnings can assist users in forming a view of the underlying

performance of the group. The above reconciliation is intended to assist

readers to understand how the earnings reported in the periods ended 30

June 2025 and 30 June 2024 reconcile to normalised earnings. Non-

trading adjustments of $(4.6) million are included in the FY25 EBIT &

EBITDA.

Period ended 30 JuneEBITDAEBIT

$000sFY25FY24FY25FY24

Reported (2,496)31,415 (25,964)9,569

Palletised warehouse project costs1,364 2,701 1,364 3,192

Business restructuring costs699 550 699 550

Acquisition and integration costs903 - 903 -

Software as a Service (SaaS) upfront expenditure1,601 1,144 1,601 1,144

Normalised2,07135,810 (21,397)14,455

28
Customer, employee and sustainability update

1.13

1.14

0

3.5

0

1

2

3

4

5

FY22FY23FY24FY25

Employee Satisfaction (eNPS

2

)

Employee Safety Measure (TRIFR

1

)

Emissions kgCO

2

e per tonne

3,4

40

42

50

42

0

20

40

60

FY22FY23FY24FY25

1.TRIFR: Employee Total Recordable Injury Frequency Rate

2.Net Promoter Score (NPS): Measure of customer/employee satisfaction

3.Reporting references the Greenhouse Gas Protocol and includes all material emissions under Scope 1 and 2, with Scope 3, except purchased goods and services and employee commute

4.Emissions kgCO2e per tonne excludes acquisitions during the year

Customer Satisfaction (NPS

2

)

•Customer satisfaction remains at high

levels due to our focus on making life

easy for customers, offering best-in-class

customer experience and solutions

•Safety outcomes are positive, remain

focused on zero harm

•Employee satisfaction remains in the top

quartile - emphasis on safety, wellbeing

and culture

35

29

31

32

0

10

20

30

40

Mar-23Dec-23May-24Jun-25

eNPSTop Quartile

104

92

111

118

80

90

100

110

120

FY22FY23FY24FY25

kgCO2

-

e (000s)

29
Our business divisions

Distribution

Products sourced from preferred steel

mills and distributed through our

national network

Processing

Products processed before sale, typically

on a contract or project basis, including

onsite installation services

SteelPiping SystemsChain & Rigging

FasteningsRural ProductsStainless Steel

Sandblasting

Grating

Galvanizing

RoofingCoil ProcessingReinforcing

PurlinsComFlor/CFDLMesh

30
Business performance

*Gross Margin includes freight, direct and sub-contract labour

**Processing is the Infrastructure and Other segments combined. Two months contribution from Perry Metal Protection following settlement of acquisition on 1 May 2025

DistributionFY25FY24

% of Group revenue59.4%57.8%

Revenue ($m)228.9276.9

Gross Margin*17.4%20.8%

Gross Margin $/tonne653852

Processing**FY25FY24

% of Group revenue40.6%42.2%

Revenue ($m)156.5202.3

Gross Margin*20.1%20.6%

Gross Margin $/tonne7751,010

31
Steel & Tube

Our purpose is to make life easier for customers

needing steel solutions

•A proud NewZealand company, trading for over 70

years

•We offer NewZealand’s most comprehensive range of

steelproducts, services and solutions

•Our stable of best-in-class businesses are some of this

country’s leadingsteel suppliers

~900 team members

35 sites across NZ

* Estimated as at 1 September

2025 (includes Perry Metal

Protection – 100 team members

and 6 sites)

32
Extensive range of products and solutions

Primary product and service

offering by participants

Steel distributionPlate processing Coil processingStainless steelEngineering steelReinforcing steelWireRoofingFastenersGalvanizing

Steel & Tube


5


5


5


5


5


5


5


5


5


5

Fletcher Steel


j


5


5


5


5


5


55

Vulcan


5


5


5


5


5

United Industries


5


5


5


55

Asmuss


55


5


5

Summit Steel & Wire


5


55


5

Wakefield Metals


5


5

33
Glossary of terms

EBIT: Earnings / (Loss) before the deduction of interest and

tax. This is calculated as profit for the period before net

interest costs and tax

EBITDA: Earnings / (Loss) before the deduction of interest,

tax, depreciation and amortisation. This is calculated as

profit for the period before net interest costs, tax,

depreciation and amortisation

ROFE: Return on Funds Employed. This is calculated as

Normalised EBIT over Average Funds Employed (Net Debt

(including Lease Liability) + Equity)

eNPS: Employee Net Promoter Score – assists in measuring

employee satisfaction and loyalty within the organisation

NPS: Net Promoter Score – assists in measuring customer

satisfaction and loyalty

Normalised EBIT/EBITDA: This means EBIT and EBITDA

excluding non-trading adjustments and unusual

transactions

TRIFR: Employee Total Recordable Injury Frequency Rate –

an important metric to assess safety performance

Working Capital: This means the net position after

Current Liabilities are deducted from Current Assets.

The major individual components of Working Capital for

the group are Inventories, Trade and other receivables and

Trade and other payables. How the group manages these

has an impact on operating cash flow and borrowings

34
•This presentation has been prepared by Steel & Tube Holdings

Limited (“STU”).The information in this presentation is of a general

nature only. It is not a complete description of STU.

•This presentation is not a recommendation or offer of financial

products for subscription, purchase or sale, or an invitation or

solicitation for such offers.

•This presentation is not intended as investment, financial or

other advice and must not be relied on by any prospective

investor.It does not take into account any prospective investor’s

objectives, financial situation, circumstances or needs, and does not

purport to contain all the information that a prospective investor

may require. Any person who is considering an investment in STU

securities should obtain independent professional advice prior to

making an investment decision, and should make any investment

decision having regard to that person’s own objectives, financial

situation, circumstances and needs.

•Past performance information contained in this presentation

should not be relied upon (and is not) an indication of future

performance.This presentation may also contain forward looking

statements with respect to the financial condition, results of

operations and business, and business strategy of STU. Information

about the future, by its nature, involves inherent risks and

uncertainties. Accordingly, nothing in this presentation is a promise

or representation as to the future or a promise or representation that

a transaction or outcome referred to in this presentation will proceed

or occur on the basis described in this presentation. Statements or

assumptions in this presentation as to future matters may prove to

be incorrect.

•Several financial measures are used in this presentation and should

not be considered in isolation from, or as a substitute for, the

information provided in STU’s financial statements available at

www.steelandtube.co.nz.

•STU and its related companies and their respective directors,

employees and representatives make no representation or warranty

of any nature (including as to accuracy or completeness) in respect

of this presentation and will have no liability (including for

negligence) for any errors in or omissions from, or for any loss

(whether foreseeable or not) arising in connection with the use of or

reliance on, information in this presentation.

Disclaimer

---

STEEL & TUBE HOLDINGS LIMITED
2025

ANNUAL

REPORT

TO MAKE
LIFE EASIER

FOR OUR

CUSTOMERS

Dear shareholders

On behalf of the board, we are pleased to present Steel & Tube’s Annual Report

for the year ended 30 June 2025 (FY25). This report demonstrates how we have

delivered on our purpose and advanced our strategic priorities over the past year.

In a challenging economy and trading environment, our team remained focussed

on what matters most – making life easier for our customers. As one of New

Zealand’s leading steel solutions providers, we’ve continued to support our

customers, grown our business and offering, strengthened our foundations,


and positioned our business to succeed as market conditions improve.

This report was approved by the Board on 24 August 2025.

Mark Malpass - Chief Executive OfficerSusan Paterson - Chair

Our Purpose

Our Business
About Us 4

Our Strategic Roadmap 6

FY25 Review

FY25 at a Glance 8

Chair and CEO’s Report 10

Business Performance 15

Distribution 16

Reinforcing 18

Rollforming 19

Galvanizing 20

What Matters

Customer First 23

Creating a Successful and Resilient Business 24

Committed to Health, Safety, Quality


and Environment 26

A Winning Team and Positive Community Impact 28

Board and Leadership 32

Corporate Governance Report 36

Financials and

Other Disclosures

Financial Measures 47

5 Year Financial Performance 48

Consolidated Financial Statements 50

Notes to the Consolidated Financial Statements 56

Independent Auditor’s Report 89

Remuneration 94

Disclosures 98

Shareholder Information 101

Directory & Glossary 102

This Annual Report and Financial Statements of Steel & Tube Holdings

Limited are prepared in accordance with the New Zealand International

Financial Reporting Standards, NZX Listing Rules and Corporate

Governance Code and Companies Act 1993. The Annual Report contains

certain forward-looking statements with respect to the Company’s

financial position and operational results. This involves a degree of risk and

uncertainty because they relate to events and depend on circumstances

that may or may not occur in the future. Because of this uncertainty, all

forward-looking statements have not been reviewed or reported on by

our auditor. Due to rounding, numbers presented throughout the financial

statements may not add up precisely to the totals provided.

CONTENTS

3Steel & Tube Annual Report 2025

~13,000
ACTIVE CUSTOMERS

6,690

SHAREHOLDERS

118

KGCO

2

E/TONNE SOLD

2

~900

TEAM MEMBERS

1

4

3.5
SAFETY TRIFR

4

35

NATIONWIDE SITES

42

CUSTOMER NPS

3

32

EMPLOYEE NPS

3

OUR

BUSINESS

Our stable of best-in-class businesses are

some of this country’s leading steel suppliers.

We offer New Zealand’s most comprehensive

range of steel products, services and solutions

and are continuing to grow, by adding high-

value offerings for our customers.

With expertise across various sectors, we

provide our customers with a wide array of

products and solutions to meet their unique

steel requirements. Serving customers through

our nationwide network and online platform,

we support them in delivering successful

projects and achieving better outcomes.

Our competitive edge lies in our ability to

cross-sell our comprehensive product range,

leveraging our national reach and diverse

offerings across multiple industries.

We source, process, and distribute a wide

range of steel and metal products, including

fastenings, fire reticulation, rigging, stainless

steel, aluminium, engineering steel, and

processed plates and sheets. We also offer

custom steel solutions for projects such as

roofing, ComFlor decking, and reinforcing.


This year, we’ve added market leading

galvanizing services to our offer.

At the heart of our success are our people –

passionate, innovative, capable and deeply

proud of what we do.

1DUNEDIN

1TIMARU

1

PALMERSTON NORTH

1NEW PLYMOUTH

2INVERCARGILL

1NELSON

5WELLINGTON

9

AUCKLAND

HAWKES BAY

4

5

TAURANGA

HAMILTON

3CHRISTCHURCH

1

WHANGAREI

1

1

Estimated as at 1 September 2025 (includes Perry Metal Protection – 100 team members and 6 sites).

Excludes vacancies and contractors

2

Includes all material emissions under Scope 1 and 2, with Scope 3, except purchased goods and

services and employee commute. Emissions kgCO2e per tonne excludes acquisitions during the year

3

Net Promoter Score. Customer NPS is calculated based on 3 months rolling average

4

TRIFR: Employee Total Recordable Injury Frequency Rate

Steel & Tube is a proud New Zealand business and a leader

in the steel solutions market.

5

+
Best-in-class customer

experience

+

Cross sell products and

services

+

Accelerate shift to

digital sales

+

Drive gross margin


$/tonne

+

Operating efficiency

+

High value products,

diversified materials and

value-added services

+

Diversify customer

segments and build

scale

+

Primary focus is on

organic investment and

M&A in directly adjacent

sectors

CORE STRENGTH

We’re harnessing our strong foundations to deliver outstanding

customer experiences, operational excellence and sustained financial

performance.

With a broad product range, nationwide reach, leading digital capabilities

and a skilled team, we’re positioned to be New Zealand’s steel solutions

partner of choice.

Sustainability is core to our journey – shaping our actions through

environmental responsibility, ethical sourcing and a focus on reducing

our carbon footprint.

OUR

STRATEGY

Our strategy is grounded in purpose and powered by

action – building a diversified and resilient business

while capitalising on new avenues of growth.

GROWTH OF HIGH

VALUE PRODUCTS

AND SERVICES

We’re growing our business by expanding our offering and investing

in innovative products and services that deliver real value to our

customers.

While organic growth remains our preferred focus, we’re open to

exploring strategic opportunities in adjacent sectors, where they align

with our vision and create meaningful synergies.

By harnessing our deep industry expertise, strong customer

relationships and market insight, we’ll continue to identify and


seize the opportunities that drive sustainable growth.

Steel & Tube Annual Report 20256

STRATEGIC GOALS
CUSTOMER

Preferred supplier for

steel solutions and

products

SHAREHOLDER

Deliver increasing value

and returns for our

shareholders

GROWTH

Increase value through

organic growth and


M&A

SUSTAINABILITY

Positive outcomes for our

business, our people, our

communities and our planet

OUR STRATEGIC

ROADMAP

WHAT MATTERS

Customer First

Creating a

Successful and

Resilient Business

Committed to Health,

Safety, Quality and

Environment

A Winning Team

and Positive

Community Impact

TO MAKE LIFE EASIER

FOR OUR CUSTOMERS

OUR PURPOSE

We Are Brave

OUR VALUES

We Have RespectWe Care

N PAT/N L AT
-$24.4m

FY24 $2.6m

NET DEBT/CASH

-$36.3m

FY24 $8.7m

NORMALISED OPEX

$69.9m

FY24 $70.1m

NORMALISED EBITDA ¹

$2.1m

FY24 $35.8m

NET OPERATING CASH FLOWS

$10.4m

FY24 $42.2m

Gross Margin $/Tonne

799

621

901

688

850

FY25

FY24

FY23

FY22

FY21

Volume (Tonnes 000s)

FY25

FY24

FY23

FY22

FY21

102

116

146

167

158

FY25

FY24

FY23

FY22

FY21

Revenue ($m)

479

385

589

599

481

PRODUCT MARGIN %

28.1%

FY24: 29.8%

REVENUE

$385.4m

F Y 24 $ 479.1m

VOLUME

101.7kt

FY24 115.5Kt

RESULTS AT

A GLANCE

NORMALISED EBIT¹

-$21.4m

FY24 $14.5m

INVENTORY

$113.6m

FY24 $121.3m


1

Normalised EBITDA and Normalised EBIT have been adjusted to exclude non-trading adjustments of $(4.6)m. More details and reconciliation on page 47

8

Significant M&A
Acquisition of Perry

Metal Protection, Perry

Grating and Waikato Sand

Blasting – adding new

market leading services

to Steel & Tube’s offer

New Products

Launched QBT450

– a modern wide-

tray roofing

profile

Aluminium

Growth

Continuing to expand

range in response

to positive customer

demand

Focus On

Efficiency

New Auckland

warehousing project

completed, delivering

increased efficiency and

high DIFOTIS scores

Winning On

Relationships

Proven execution and

partnership approach

driving project wins

Right Sized

Teams

Right sized teams

to match demand;

investing in capability

in areas that matter

Last Mile

Added 13 trucks (total

of 33), providing more

control over last mile

service, delivery and

efficiency

Extended

Reach

Expanded Kiwi Pipe &

Fittings offering into the

South Island

Invested &

Upgraded

Acquired new rollforming

machine in Christchurch;

and new purlin machine

and folder in Auckland

Customer

Satisfaction

Customer satisfaction

NPS 42, above industry

average of 32

Steel & Tube Annual Report 20259

TĒNĀ KOUTOU
In what has been the most

challenging economy since

the pandemic and the early

1990s, Steel & Tube has

focussed on controlling costs

and making life easier for our

customers. We operate in a

highly cyclical industry, making

demand particularly sensitive

to changes in the economy.

However, through disciplined

execution of our strategy and

the commitment of our team,

we’ve continued to deliver for

our customers.

CHAIR

AND CEO’S

REPORT

It is the quality of our people and the excellent service they

deliver that differentiates us in the market. That has never

been more evident than during the challenges of the past

year. Their commitment, adaptability and professionalism

has shown across the company, in what has been a difficult

environment.

FY25 has reinforced our readiness for the eventual upswing.

We have a cost efficient and streamlined business, strong

operating leverage, broad sector diversity and a solid

market position as a trusted supplier with competitive


scale and longstanding customer relationships. We are

in a strong position to capitalise quickly and effectively

when demand recovers.

High Value Growth

Our dual pathway strategy continues to direct our actions

and deliver results. Not only have we continued to

strengthen our core, but we have invested in both organic

and acquisitive growth over FY25 – further expanding our

leading range of steel solutions and businesses.

The acquisition of Perry Metal Protection – a market leader

in galvanizing services – was a highlight for the year and

reinforces our position as a leader in the steel solutions

sector. Integration of Perry’s into the group is now mostly

complete and already we are seeing benefits, ranging


from cross-selling to operational synergies. While it is still

early days, the results to date have exceeded our business

case expectations.

Steel & Tube Annual Report 202510

Susan Paterson
Chair

Mark Malpass


Chief Executive Officer

In a very challenging trading environment,

we have continued to execute on our strategy

– strengthening our core, delivering for

customers, and fast-tracking scale through

M&A. We are well positioned to capitalise

on our expanded offer and strong operating

leverage as the economy improves.



Steel & Tube Annual Report 202511

The Perry’s acquisition is a great demonstration of our
strategy in action as we look to grow our business.

Acquisitions fast-track scale for us, unlocking operating

leverage and complementing organic growth. We have a

disciplined gated approach to growth investment and every

potential acquisition is robustly tested before we decide


to proceed.

During the year, we also expanded our range of aluminium

products in response to customer demand, extended

the reach of Kiwi Pipe & Fittings into the South Island and

launched QBT450, our first new roofing profile to market

in many years. We have also expanded our inhouse fleet,

providing more control over last mile service, delivery


and efficiency.

Strengthening the Core

The focus on our core fundamentals – best-in-class

customer experience, cost discipline and efficiency –


has served us well. We are increasingly being selected as

a preferred provider as we support our customers with

value-added services while maintaining the quality and

delivery reliability they rely on. By deepening relationships

with existing customers and cross-selling across our

product range, we’re growing our share of wallet.

Our operating leverage has improved even further as we’ve

focussed on costs and efficiency. This will drive margin

expansion and profit growth when demand returns.


The expansion of our product ranges will provide further

profitable scale and we are well positioned to capitalise on

this as the market recovers.

Trading Conditions

Steel & Tube has broad sector diversity with revenue

predominantly generated from the manufacturing,

construction and infrastructure sectors. Despite hopes


for 2025, the economic recovery so far has been muted.

The high interest rate environment (although now easing),

international uncertainty, limited Government spending on

infrastructure and social housing, reduced housing demand

and job losses, have affected the construction markets and

business investment confidence. Manufacturing, which

was showing positive signs, has also recently contracted.

Infrastructure projects are long term in nature and while

there has been some positive sentiment, it has yet to

translate into demand for steel. Conversely, the agricultural

sector, which is an important market for Steel & Tube, has

been a standout over the year, supporting the economy

by driving rural incomes, job creation and sector-related

manufacturing.

Construction activity has started to stabilise after an

extended period of decline and, with around half of all

fixed rate mortgages coming up for renewal in the next

six months, lower interest rates should benefit disposable

income and housing demand. Improved funding conditions

and business confidence will also stimulate commercial

construction activity and sentiment is lifting with the

Government's commitment to starting $6b of infrastructure

projects pre-Christmas 2025.

Steel & Tube is well positioned to capitalise on a broad

cyclical recovery, with strong operating leverage.


The long term economic drivers and trends for our

business are positive and indicate a long and robust

pipeline of demand for steel products and solutions.

Financial Performance

The challenging economic backdrop and its impact on

demand for steel affected volumes, revenue and average

selling price in FY25. Volumes were down 12% year on year

with sales revenue down 20% to $385.4m as product mix

and competitor activity put pressure on selling prices.

We started to see some activity lift in 2H25, with upwards

momentum in revenue and tonnes per trading day.


We remain focussed on driving sales and positioning

Steel & Tube to win in the market through customer

service excellence and value add.

Volume and pricing impacts were reflected in a decrease


in earnings. Normalised EBITDA remained positive at

$2.1m although was down year on year. Including non-

trading adjustments of $(4.6)m, EBITDA was $(2.5)m,


with EBIT of $(26.0)m. The group reported a net loss

after tax of $(24.4)m.

Gross margin remains a priority and the strategic focus on

higher value products and services, pricing discipline, cost

control, and lowering cost to serve will provide leverage

upside when activity returns. Product margins were 28.1%

(FY24: 29.8%) and gross margins were 18.1% (FY24: 21.7%).

Margin recovery is expected as volumes rebound and

capacity is better utilised.

The continued cost out programme delivered

approximately $7m in annualised direct and operating

expense savings in FY25 (FY24: ~$5m), more than offsetting

inflationary pressure. Cost initiatives have been focussed


on back-office functions, efficiencies and tight control of

discretionary spending.

Inventory continues to be managed prudently to ensure

best use of working capital, with year end inventory of

$113.6m which includes $5.9m related to the new galvanizing

business (FY24: $121.3m).

Steel2&2Tube Annual Report 202512

Steel & Tube’s long term balance sheet strength has enabled
investment in recent growth initiatives, with bank facilities

utilised for M&A. Net debt was $36.3m as at 30 June 2025

which included $30m for the Perry’s acquisition.

In light of the challenging economic environment, the board

has made the prudent decision not to declare a dividend,

reflecting our careful stewardship of funds and commitment

to preserving financial strength for long-term growth.

Building a Sustainable Business

At Steel & Tube, our commitment runs deeper than

just business – it’s about building something lasting,

resilient and sustainable that creates value not just for

our shareholders, but for all our stakeholders. We put our

customers, our people and their wellbeing at the heart


of everything we do, nurturing a culture where health,

safety and quality are non-negotiable.

In the face of ongoing economic pressure, we’ve had to

make difficult choices to ensure the long-term health of the

business, including the reduction of roles. These decisions

have been made with the future in mind, but not without

recognising the real impact they have on people today.


We want to acknowledge and thank those team members

who have left us for their dedication and hard work.

As governors of the company, we are committed to

modelling the values that matter. The board and CEO have,

therefore, voluntarily taken a temporary 20% reduction in

fees and salary. The leadership team has also agreed to a

temporary pay freeze. If we are asking our people to cut

back, it’s only right that we do so too.

We are supportive of New Zealand’s net-zero ambitions by

2050 and are focussed on those things that we can control,

from the transport emissions of our fleet to energy use and

the reduction of waste produced during manufacturing in

our plants. This is a journey for us and we continually look


at how we can improve and do business smarter and better.

Steel & Tube is a climate reporting entity and our Climate

Related Disclosures report will be released by the end of

October

2025. This will be available at: steelandtube.co.nz/

sustainability#disclosures.

Outlook

We are very confident in Steel & Tube’s ability to capitalise

on increasing demand as the economy improves. However,

we are conscious of the uncertainty in the current

environment.

While there are some modest improvement to activity,

we expect headwinds to remain until early 2026, at which

time, we expect to see some easing as the benefits of

lower interest rates take effect and stimulate confidence,

spending and investment. The Government has advised

that billions of dollars in Government-backed construction

projects are set to get underway across New Zealand before

the end of the year, and we are actively working to secure

contracts for this work.

We believe that we are well positioned to navigate the

current economic cycle and positioned for growth,

with strong foundations, balance sheet strength and a

committed team. We will continue to focus on our strategy

and delivering for our customers.

We would like to thank our staff for their efforts, our

suppliers and business partners for their support, as well


as our shareholders for their trust and commitment.

Susan Paterson Mark Malpass

Chair Chief Executive Officer

Steel & Tube Annual Report 202513

THE YOPP
HOUSE

Where Award Winning Creativity Meets Performance

Nestled near the shores of Lower Hutt and

overlooking the expansive Point Howard, the

Yopp house blends curiosity with functionality

beautifully.

Designed by Craig & Coltart Architects, this

award winning project adapted the original

small cottage the owner fell in love with and

repurposed it into a modern, creative space that

is low maintenance and fit for the severe marine

environment for decades to come. Harsh coastal

environments with plenty of salt exposure called

for careful material selection with precoated

aluminium specified to ensure a long-lasting

finish against the harsh coastal conditions.


Steel & Tube’s QBT450 roofing profile was the

answer and was also used to clad the walls


that melded the extension to the roof of the

existing cottage.

“QBT450 is every architect’s dream – a profile

that is beautiful to look at, offers a drier and

healthier home, and simplifies installation in

comparison

to traditional standing seam profiles.

It is where

great design meets performance,

which complements this beautiful home and


its design brief.”

Photography: Yao Liu (top), Paul McCredie (bottom)

Steel & Tube Annual Report 202514

Distribution
Carbon Products / Stainless Steel / Aluminium / Fire Pipe & Fittings / Rural Products / Fasteners / Chain & Rigging

Products sourced from preferred steel mills and distributed through our national network

826

653

852

Revenue ($m)

FY25

FY24

FY23

Gross Margin $/Tonne

FY25

FY24

FY23

228.9

276.9

356.3

Processing

Roofing / Coil Processing / Purlins / ComFlor / CFDL / Reinforcing / Mesh / Galvanizing / Grating / Sandblasting

Products processed before sale, typically on a contract or project basis, including onsite installation service

Revenue ($m)

FY25

FY24

FY23

Gross Margin $/Tonne

FY25

FY24

FY23

1,010

775

913

202.3

156.5

232.8

BUSINESS

PERFORMANCE

Steel & Tube operates divisions which comprise high quality brands,

products and services. Together, these provide our customers with

a one-stop steel solution from the ground up.

Steel&Tube Annual Report 202515

DISTRIBUTION
We source products in bulk from preferred qualified steel mills and

suppliers and then distribute in smaller quantities to more than 13,000

active customers through our national network.

Demand remained subdued for much of the year, although with

encouraging signs of growth starting to emerge in 2H25 – driven by

strong momentum in provincial markets with an agriculture and rural led

economic recovery. This was seen across our customer base including

building and manufacturing. Major cities in the North Island, however,

continue to lag behind.

We continue to leverage our strengths – our broad product range,

national reach, great service, product expertise and floor to roof one stop

solutions – making it easy for customers to source all their steel needs.

Customer satisfaction remains high and we continue to cross sell our

portfolio and win new customers and business.

We have invested in new and expanded product ranges resulting in

significant growth in Aluminium. Stainless steel, Kiwi fire products and

chain & rigging all continue to out perform other product categories.

We have also invested in our teams, including our product management

and regional leadership teams. Productivity has been a focus and roles

have reduced approximately 15% as we have driven better efficiency from

digitisation, people and systems.

Looking forward

Encouragingly, we are seeing more enquiries for quotes and tenders

and are cautiously optimistic that FY26 will be a stronger year. Our team

continues to win new customers, with several larger building projects in

the pipeline and due to commence in FY26.

+

David Welsh joined as new GM

Distribution in February 2025

+

Aluminium sales up 20% year on year,

further expanded range of products

+

Extended reach of Kiwi Pipe & Fittings

(fire reticulation) into the South Island,

now with a strong presence across the

country

+

Chain & Rigging continues to perform

well with strong customer confidence

in Steel & Tube’s onsite mobile service

+

Strengthened the Product

Management team and developed

new regional leadership structure

+

Introduced new seismic bracing

solution in the building services

market

Our Distribution business is broad, with New Zealand’s most extensive

range of steel products, from fasteners to products used in building services

like HVAC and fire suppression systems, to structural steel, stainless steel

and aluminium used in all types of manufacturing.

General Manager, David Welsh

16


For over three decades, Steel & Tube

has worked with ENI Manufacturing,

supplying a wide range of steel

solutions from aluminium and stainless

steel to a range of fastenings.

ENI Manufacturing delivers high-quality,

innovative metal fabrication solutions

for a broad range of discerning clients,

with work including architectural

facades, urban revitalisation, energy

sector infrastructure, outdoor shelters

and street furniture.

“At ENI Manufacturing, we’re not just

about cutting-edge technology, we’re

about relationships. For over 30 years,

our partnership with Steel & Tube has

helped us bring countless projects

to life, like our Shelters in Palmerston

North.” John Down, Director and

Founder, ENI Manufacturing.

At Steel & Tube, we’re

proud to support

innovative New Zealand

companies with their

steel needs.

Steel & Tube Annual Report 202517

Excess market supply in a low demand environment has seen pressure
on pricing, however we continue to win on relationships, expertise and

a reputation of outstanding project delivery. We have been successful in

securing multiple projects under one contract as we focussed on cross

selling across our broad range of steel solutions and making life easier for

our customers.

Specifiers are increasingly returning to reinforced concrete, as cost-

effectiveness and performance take priority over more expensive,

non-essential alternatives. At the same time, we continue to support

clients seeking sustainable outcomes or certifications by supplying low

embodied carbon steel solutions.

We completed a number of large projects over the year, such as the

Waikato Theatre, and while central Government activity stalled, we

expect these projects to come back online in FY26.

Looking forward

Reinforcing is utilised at the start of the construction process and we

are the supplier for a number of large projects commencing in FY26.

We expect to see more projects progress to construction rather than

the repricing cycle seen in FY25, and we are well positioned in the

market for these.

+

Increasingly delivering multiple

steel solutions to one project,

in line with our goal to make life

easier for our customers

+

Awarded multiple new projects

in FY26, including seismic

strengthening, commercial

construction and work in the

energy sector

+

3D modelling is now embedded

in the customer process, and

provides a strong point of

difference

+

Delivering low embodied carbon

steel to meet client demand

+

Successful transition to new

software platform, boosting

productivity and enhancing

collaboration

REINFORCING

General Manager, Peter Ensor

The reinforcing business supplies reinforcing steel, mesh

and ComFlor (a leading composite steel decking product).

CFDL is the home of ComFlor composite steel decking, providing

sales, technical advice and specialised installation services.

18

The significant slowdown in residential and commercial construction
impacted demand and drove increasing price competition in FY25.

Steel & Tube has remained disciplined in how we price for jobs and we

continue to win business based on quality and customer service.

A focus this year has been strengthening our specifications and technical

teams, who provide a critical role in planning and winning jobs.

In addition, we have invested in new rollforming machinery in

Christchurch, as well as a new state of the art purlin line and a flashing

folder that offers leading automation, quality and flexibility, both based

in Auckland.

The launch of QBT450 – a modern wide-tray roofing profile – has proven

to be very popular amongst architects and designers with a number of

installations already underway.

We currently manufacture roofing and cladding in six different

locations and are assessing opportunities to expand into other strategic

geographical areas, as well as looking to increase our commercial range.

Looking forward

Our focus for FY26 is to capitalise on activity as it returns, particularly in

the commercial sector. Demand for purlins is expected to grow ahead of

roofing, which is at the end of the construction process.

ROLLFORMING

+

Successful launch of new roofing

profile, QBT450, adding a unique

offering to the market

+

Investment in new equipment

will benefit productivity –

increased automation, faster

turnaround and increased

volumes

+

New purlin line in Auckland to

be commissioned in 1Q26 –

providing increased volume and

reduced lead times

+

Investment in strengthened

specifications and technical

teams – along with a continued

focus on customer-centricity

programme

General Manager, Peter Reiber

The rollforming business comprises roofing and

cladding, coil and purlins, and the manufacture

of ComFlor composite steel decking.

19

National Manager, Steve Halse
Perry Metal Protection – Perry's – is New Zealand's market leader in hot

dip galvanizing, a process that coats black steel in molten zinc to prevent

rust and corrosion. The result is steel that can last up to seven times

longer, even in the toughest conditions.

Steel & Tube and Perry’s have highly aligned customer bases, creating

cross selling and growth opportunities. For our customers, this means


a broader offering from a trusted partner.

Trading conditions over the past year have been very soft across the

board, driving increased competition. We remain focussed on service,

quality and supporting our customers through the tougher times.

This has been reflected in our continuing leadership and market share

position.

Our sandblasting and paint business has been bucking the trend, with

good volumes in the past few months. Historically, this has been an

indicator of a potential pickup in galvanizing activity to come.

Looking Forward

Our customers are expecting a gradual return to normal over the coming

12 months. In addition, the Government investment into infrastructure

gives us some confidence, as much of this work requires galvanizing.

+

Market leader in hot dip

galvanizing in the New Zealand

market

+

Acquired May 2025 for $46.4m

+

Focus on integration into the

Steel & Tube group

+

First 3 months' performance is

ahead of expectations

+

Perry Metal Protection recertified

for ISO 9001 in late 2024 – the

only galvanizer in New Zealand to

hold this quality accreditation

GALVANIZING

Perry Metal Protection, alongside smaller

grating and sandblasting operations, joined

the Steel & Tube group in May this year.

20

Building stronger, longer lasting structures
For more than a decade, Aintree has turned to Perry Metal

Protection as its trusted partner for hot dip galvanizing.

As industrial property developers, Aintree depends on

proven materials and finishes to meet the demands of their

customers. Perry’s galvanizing service plays a vital role in

protecting exposed structures, providing the durability,

corrosion resistance and quality finish their projects require.

One standout project is the outdoor canopy at Freight Direct

in Drury, a 3,817 square metre structure which used more than

68,000kg of hot dip galvanised steel. The result – consistent

quality, reliable turnaround and a structure built to last.

This enduring partnership is driven by trust, exceptional

service and a shared commitment to creating results that

stand the test of time.

Steel & Tube Annual Report 202521

W H AT
M AT T E R S

CUSTOMER

FIRST

Providing a one stop shop

for the most essential steel

products, and making it

easier for our customers to

do business with us

+

Customer satisfaction

and service

CREATING A

SUCCESSFUL

& RESILIENT

BUSINESS

Always looking for ways to

work smarter, and using

technology and great

thinking to pull it all together

and enable a better business

+

Resilient supply chain

+

Digital innovation

+

Financial performance

+

Good governance

A WINNING

TEAM & POSITIVE

COMMUNITY

IMPACT

Building one great team

across Steel & Tube

+

Human capital management

+

Culture and wellbeing

+

Diversity, equity and inclusion

+

Community engagement

COMMITTED TO

HEALTH, SAFETY,

QUALITY &

ENVIRONMENT

Operating at the highest

levels to de-risk our


business

+

Health & Safety

+

Climate change, emissions and

environment

+

Product life cycle and circularity

Our goal is clear: to maximise steel’s contribution to a sustainable and low

emissions society, whilst continuing to grow our business and deliver value

to our shareholders.

We recognise that our achievements extend beyond

financial performance alone. Our aim is to operate our

business in a way that is positive for our people, our

customers and our planet while being financially rewarding

for our shareholders.

We have a values driven culture which provides the

foundation for how we operate our business, manage risk,

generate value and deliver on our ESG goals.

While we had an increased focus on environmental

sustainability this year, due to the introduction of the

Aotearoa New Zealand Climate Standards, we have also

continued to support our people and build a sustainable

business.

Our actions are focussed around our four pillars, shown

below. You can read more on our actions in each of these

areas on the following pages, as well as in our Governance

Report on pages 36 to 46.

Steel & Tube Annual Report 202522

In a competitive market, we know that consistent service
and quality drive loyalty. Whether through our webshop,

in our branches or when collaborating on large projects

with our team, our focus remains squarely on making it

easier for customers to do business with Steel & Tube.

Customer satisfaction remains a core measure for us,

and despite tougher conditions, our NPS customer

satisfaction score has held steady in line with historical

averages.

As customers become increasingly discerning in their

capital investments, our ability to execute with precision

is a key differentiator. Our Major Projects team provides

dedicated oversight of large-scale projects from tender

through to completion.

Technology and data insights continue to play a critical

role in optimising the customer experience – improving

pricing accuracy, supply chain efficiency and inventory

management while reducing the cost to serve.

By introducing higher-value products and services, we’re

also deepening relationships with existing customers

and expanding our share of their steel and metals

requirements.

With a national sales team of over 100 professionals,

we’re focussed on building strong relationships and

growing our business alongside our customers.

CUSTOMER

FIRST

Providing a one stop shop for the most

essential steel products and making

it easier for our customers to do

business with us.

Steel & Tube Annual Report 202523

Always looking for ways to work smarter, and using technology and great
thinking to pull it all together and enable a better business.

Robust Supply Chain

General Manager, Sam Reindler

In FY25, with continued soft market conditions, we

maintained a strong focus on cost efficiency, supply chain

resilience and service delivery. We actively managed

inventory to align with demand and leveraged our

international freight forwarder to improve stock control


and availability, reduce costs and increase traceability.

The completion of the palletised warehouse project

delivered clear benefits – boosting palletised capacity,

significantly enhancing customer service and enabling more

efficient last-mile and line haul deliveries. Our specialist

freight fleet, strengthened through the Roadex acquisition

in FY24, continues to improve last-mile performance and

customer experience, with further expansion underway in

Auckland and other regions.

We enhanced our procurement and distribution operations

by establishing a centralised team and implemented

Netstock, an advanced inventory management system to

optimise inventory availability across our network.

We’ve deepened relationships with key suppliers to drive

cost and reliability benefits and continued optimising freight

routes to improve delivery speed and overall customer

experience.

Our supplier relationships span New Zealand, Asia and

Europe and are very important to us. They undergo regular

third-party audits to ensure our values and quality standards

are consistently met. Strategic supply partners are audited

on health and safety, environmental policy and other key

benchmarks. New suppliers also go through a thorough

prequalification process, including product testing and mill

audits, to ensure quality before joining our network.

Looking ahead, we will build on our momentum – focussed

on ensuring product availability, high service levels, and

efficient national delivery, including more direct shipments

to the South Island in response to Cook Strait ferry capacity

uncertainty over the next three years. Our hub-and-spoke

model positions us well to meet customer needs faster and

more cost-effectively nationwide, a real strength for the

New Zealand industry.

Digital Innovation

Chief Digital Officer, Raffaella del Prete

Technology continues to be a key enabler of efficiency,

customer experience and operational performance.


In FY25, we remained focussed on our digital strategy while

reducing costs and expanding capability across the business.

We brought our IT service desk in-house, delivering strong

cost savings, improved internal support and greater

responsiveness. Internal capability has grown through a


shift from contractors to permanent roles and smarter

vendor mix.

We have implemented a solid foundation in the cloud,

enhancing infrastructure security, agility and scalability.


This supports future automation and AI adoption.

We expanded our use of AI, including piloting Vision AI

cameras for proactive health and safety monitoring, and

introduced driver cameras to help manage driver fatigue

and distraction. We have also introduced several cloud-

based SaaS platforms including for Reinforcing project

management, IT service management and inventory

forecasting.

Looking ahead to FY26, we’ll continue advancing digital

solutions across ecommerce, product information

management and shared services.

CREATING A

SUCCESSFUL

AND RESILIENT

BUSINESS

Steel & Tube Annual Report 202524

ADJUST PHOTO SO IT ISN'T WARPED
25

Operating at the highest levels to de-risk our business.
Health and Safety

General Manager, Damian Miller

Steel & Tube continues to embed health, safety and

wellbeing into its culture and values. We have a steadfast

commitment to ensuring every team member goes home

safe, every day. Our people are engaged with our safety

programme and are important contributors to keeping our

whole team safe and well.

We operate under a comprehensive Integrated

Management System that is certified to international

standards in quality, occupational health and safety and

environment. This triple ISO certification demonstrates our

commitment to these priority areas and ensures a robust

approach to risk management.

This year, we strengthened safety leadership and critical risk

management through initiatives such as enhanced safety

conversations, expanded Health & Safety Representative

training, and director and site-led bowtie risk reviews.

Machine safety was improved with upgraded guarding,

Lockout Tagout standardisation and an AI-based CCTV


pilot to support safer work practices. We also launched a

digital contractor onboarding system to streamline safety

compliance.

Our ACC Accredited Employer status and IANZ laboratory

accreditation were upheld, alongside continued compliance

with SCNZ charters and the Tōtika prequalification standard.

Following the acquisition of Perry Metal Protection, we are

now integrating Steel & Tube’s quality, health, safety and

environmental practices across the business, strengthening

what’s already a solid base.

Product Quality

One of Steel & Tube’s strengths is the quality and durability

of our products. We source our steel from independently

audited and verified steel mills and have a rigorous

testing and compliance programme. Our IANZ-accredited

reinforcing steel testing laboratory certifies that our

products comply with the New Zealand reinforcing


steel standard.

Over the last year, we continued to strengthen our product

traceability systems to support compliance, quality

assurance, and customer confidence. Leveraging our

ISO 9001 certification and IANZ-accredited laboratories,

we enhanced data integrity across the supply chain –

particularly in high-risk categories such as reinforcing

and structural steel. Improvements to digital tracking and

internal audit processes have further aligned traceability

outcomes with regulatory and customer expectations,

reinforcing Steel & Tube’s reputation for reliability and

transparency.

In April 2025, MBIE released changes to the regulation of

building products, marking the first step in expanding the

range of international products available in New Zealand.

New Zealand already operates an open market for imported

steel, provided products meet Australia/New Zealand

standards. We anticipate that the Building (Overseas

Building Products, Standards, and Certification Schemes)

Amendment Act 2025 will further increase the scope for

new products, helping us meet evolving project demands

with innovative solutions. Steel & Tube has stringent quality

protocols, and any new product would need to align with

our robust quality assurance framework.

COMMITTED TO

HEALTH, SAFETY,

QUALITY AND

ENVIRONMENT

Steel & Tube Annual Report 202526

Climate change, emissions and
environment

Group Sustainability Manager, Courtney Fraser

At Steel & Tube, sustainability is not just a goal, it’s an

ongoing commitment that we weave across our operations.

We continue to support New Zealand’s net-zero emissions

target by 2050 and are actively working to reduce our

environmental impact and promote sustainable practices


in our sector.

Our focus is on areas where we can make the greatest

impact. For our value chain and core business, this includes

reducing transport emissions and increasing fleet efficiency,

reducing electricity and gas consumption, and minimising

waste generated during manufacturing. We take a regional

based approach to look for opportunities for waste

diversion and collaboration.

Steel & Tube is well positioned to respond to risks and

opportunities as New Zealand transitions to a lower

emissions economy. We are conscious of the emissions

associated with steel making, and we continue to expand

our product range to include low-carbon steel options

whilst continuing to monitor emerging technologies in


the sector.

Collaboration is key to driving meaningful change. We are

proud to contribute to sector wide initiatives such as the

Sustainable Steel Council’s Roadmap to Net Carbon Zero,

developed in partnership with Thinkstep-anz. Together

with our industry peers, we believe Aotearoa is entering

an exciting era of sustainable steel – a future defined by

innovation, partnership and shared responsibility.

Product life cycle and circularity

Steel remains one of the world’s most essential and

sustainable building products – with global advances in

recycled steel production, steel's embodied carbon can

now be cut by up to 70%. Undeniably durable, endlessly

reusable and the most recycled product on earth, steel

is truly circular and a continuing transition to a circular

economy is a critical part of the decarbonisation puzzle.

Our recent acquisition – Perry Metal Protection – further

reinforces our commitment to circularity. Processes like

galvanizing can extend the lifespan of steel by up to seven

times, significantly reducing the need for replacement and

conserving valuable resources. This value-add service has

increased our ability to deliver long-lasting, sustainable

solutions to our customers.

Extending the life of steel structures is central to circular

design. The longer a structure lasts, the more value is

extracted from the resources used to build, operate, and

maintain it. Opportunities for reuse at end-of-life are also

expanding, with steel components increasingly being

repurposed in new structures – without loss of quality


and with minimal processing required.

Green steel

Green steel is a key part of global decarbonisation and

we recognise our role in supporting the shift to low-

emission steelmaking. Where requested, our procurement

strategy includes sourcing from suppliers investing in

sustainable technologies like renewable energy and electric

arc furnaces. By doing this, we contribute to meaningful

change in the sector. Our procurement prioritises steel with

lower Global Warming Potential (GWP) and favours mills

committed to transparency through Environmental Product

Declarations and Direct Reduced Iron–Electric Arc Furnace

(DRI-EAF) methods.

We are especially pleased to support the upcoming

commissioning of New Zealand Steel's electric arc furnace

(EAF), which will mark a major milestone in reducing the life

cycle emissions of domestically produced steel. Powered

by renewable energy and designed to recycle more scrap

metal, the EAF will provide businesses like Steel & Tube with

access to locally made, low-carbon steel – supporting our

journey toward a more circular and sustainable future.

COMMITTED TO

HEALTH, SAFETY,

QUALITY AND

ENVIRONMENT

Steel & Tube Annual Report 202527

Building One Great Team Across Steel & Tube
General Manager Team & Customer Experience, Anna Morris

FY25 was a year of change and opportunity, with a strong

focus on bringing our people together, supporting

development and embedding a culture of care and

performance in a challenging trading environment.

A key highlight was the successful acquisition and

integration of Perry Metal Protection. Cultural alignment

was part of our due diligence and acquisition process.

We’re proud of how both businesses have come together,

understanding Perry Metal Protection’s legacy values and

how they find a place in Steel & Tube – either directly or in

our purpose.

Our people remain central to our performance and future

success. In a year that included significant restructuring

and reorganisation, we worked to minimise the impact on

our people while ensuring the business was appropriately

sized for market conditions. We actively utilised voluntary

resignations as a way of redesigning our teams, and

redeployed people across business units to reduce costs

and minimise redundancies while developing new skills


and providing new opportunities.

We continued to invest in development at all levels.


We carried out frontline training for team members in

sales and service, expanded leadership pathways through

lateral moves into new functions, and ran practical in-house

workshops such as “Finance for Non-Finance Leaders” with

highly regarded lecturers. We have supported executives

through MBAs and Institute of Director courses and have

capitalised on the high performance sports coaching

skills of team members to run sessions on coaching for

performance.

We also fostered a culture of inclusion and wellbeing

through initiatives like Pink Shirt Day, MATES in

Construction, and our mental health fundraising events.

Across the wider group, our Kaapuia team continues to

strengthen cultural inclusion – supporting Māori health

initiatives, celebrating Matariki and enabling sites to adopt

bilingual signage.

Steel & Tube has a diverse workforce, representing 36

different ethnicities. English is a second language for many

Steel & Tube team members. To create a safe and supportive

working environment, we translate documentation into

different languages and provide safety training which also

helps improve numeracy and literacy levels.

Community Engagement

We remain committed to supporting the communities we’re

part of, with a focus on education and cultural connection.

We continue to offer Steel & Tube tertiary education

scholarships for the children of our employees, with two

current recipients. Our long-standing Back to School fund

also remains in place, helping our families prepare for the

academic year.

Our employee-led Kaapuia team continues to guide our

engagement with Māori communities. This year, we once

again sponsored the annual Tūrangawaewae Marae Junior

Waka Ama Regatta in Ngāruawāhia – a highlight on the

youth sporting calendar and a meaningful way to support

rangatahi and local hapū.

We also welcomed Perry Metal Protection into the

business with a pōwhiri, an experience that was deeply

valued by both teams. It marked not just the joining of two

companies, but a moment of cultural connection, respect,

and shared purpose.

We continue to look for ways to support our people

and their whānau, reflecting our belief that thriving

communities help build a stronger business.

A WINNING TEAM

AND POSITIVE

COMMUNITY

IMPACT

Steel & Tube Annual Report 202528

Steel & Tube Annual Report 202529

MEET
SOME

OF OUR

TEAM

Nick Turner

National Commercial Freight Manager

Nick joined Steel & Tube in early 2019 and has been on the

move ever since – literally and professionally. Starting out


as Operations Manager for Distribution in Palmerston

North, he stepped into a Regional Operations Manager


role in Tauranga before taking on his current position

as National Commercial Freight Manager in May 2024,

following Steel & Tube’s acquisition of Roadex trucks.

Now overseeing Steel & Tube’s internal trucking fleet,


Nick’s focus is on keeping things moving – efficiently,

safely and reliably. In just over a year, the fleet has grown

from 20 trucks to 33 trucks. His practical, hands-on

approach and strong background in logistics make him a

great fit for this fast-paced role.

Nick loves the flexibility of the job where no two days are

the same. Taking on a national role has introduced him to

teams across the wider business, and he’s enjoying the fresh

connections and new perspectives that come with it.

Based in Omokoroa, just north of Tauranga, Nick says the

move from ‘Palmy’ was a great decision for lifestyle and

community. His sporting claim to fame? A hole in one back

in 2015 – and yes, he still talks about it.

Steel & Tube Annual Report 202530

Lisa Dahl
Regional Manager, Lower North Island

Lisa’s journey with this business started in 2013 when she joined

Fortress Fasteners – two years before its acquisition by Steel & Tube.

With a background that spans self-employment, ambulance work

and sales (including being poached by Fortress from a competitor),

Lisa has brought a wide range of experience and perspective to

every role she’s taken on.

Now Regional Manager for the Lower North Island, Lisa leads

with a mix of empathy, humour and wisdom. Her role is all about

leadership and mentoring – supporting her team to be their best,

building strong relationships and leading by example.

Based in Manawatū, Lisa’s been in the region since arriving from

Sheffield in the UK in 1989 – which is ironically known as the city of

steel – a fitting hometown for someone who ended up in the steel

industry. Outside of work, she’s got a pretty unique claim to fame:

Lisa was part of the first all-female jet sprint crew in New Zealand

and even raced in the World Series.

What keeps her energised at Steel & Tube? The people, the

opportunities and the great team she’s proud to lead.

Priyesh Tandon

Area Manager, Auckland Rollforming

From Management Accountant to National Pricing Operations

Manager and onto Area Manager Rollforming, Priyesh has carved

out an impressive path at Steel & Tube by embracing challenge,

change and continuous growth. In his current role, he leads the

Auckland Roofing team – making sure customers get the right

product, at the right time, and at the right quality. Behind the

scenes, he oversees production, logistics and inventory, while

continuously working with his team to find smarter, more efficient

ways of delivering for customers.

What really drives Priyesh is building a team that’s proud of


what they do and delivering service customers can count on.

He focuses on creating a positive, accountable culture where

people are empowered to solve problems, work together


and improve every day.

Originally from India, Priyesh moved to New Zealand in 2012

and became a Chartered Accountant while working full time in

Hamilton. He joined Steel & Tube in 2019 and hasn’t looked back.

Priyesh says he’s always been motivated by challenges and driven

to achieve meaningful goals – and Steel & Tube has given him

the chance to do just that. Through a range of roles, he’s grown

in confidence and capability, thanks to the support, trust and

encouragement he’s received along the way. It’s this backing,


he says, that’s shaped not only his career, but also who he is as

a leader today.

Steel & Tube Annual Report 202531

Susan Paterson
Appointed 16 January 2017

Chair and Independent Director

ONZM, CFINSTD, MBA (LDN), BPHARM


Susan was appointed Chair in Feb 2017. A professional

director since 1996 Susan became an Officer of

the Order of New Zealand (ONZM) in 2015 for her

services to corporate governance. Having trained

and practiced as a pharmacist, Susan completed her

MBA at London Business School, then worked in

strategy and IT consulting and management roles

in New Zealand, Europe and USA. She worked in the

steel sector at Fletcher Challenge and was General

Manager of Wiremakers.

Steel & Tube’s board comprises six independent directors, all of whom have significant

relevant industry and market experience, skills and expertise that are of value to the

company. The board is committed to the highest standards of corporate governance

and ethical behaviour. This is achieved through robust governance policies, practices and

processes to ensure a culture that is open, transparent and focussed on adding value for our

stakeholders. This year’s Corporate Governance report can be read on pages 36 to 46.

THE BOARD

Steve Reindler

Appointed 28 August 2017

Independent Director

BE MECH (HONS), AMP, FIPENZ, CFINSTD

Steve is an engineer with a background in large-scale

infrastructure and heavy industry manufacturing.

He has held senior management roles at Auckland

International Airport, NZ Steel and BHP Steel. Steve

was inaugural chairman of the Chartered Professional

Engineers Council and a President of the New

Zealand Institution of Professional Engineers.

Andrew Flavell

Appointed 1 October 2021

Independent Director

NZCE, BE (HONS), ME, DR. ENG


Dr. Flavell has extensive international experience

in the information technology space. This includes

leading large teams, driving digital transformations,

delivering compelling consumer experiences,

personalisation and loyalty, privacy and security,

and AI and machine learning. In the roles he has

held over the past 30 years he has also contributed

significantly to risk management and governance in

the application of digital technologies.

Steel & Tube Annual Report 202532

Profiles on each director can be viewed on our website at www.steelandtube.co.nz/corporate/board
Chris Ellis

Appointed 29 September 2017

Independent Director

BE, MS, CMINSTD


Chris’ background spans the manufacturing, heavy

construction and engineering sectors. He qualified

with a civil engineering degree from the University of

Canterbury, a Master of Science in civil engineering

from Stanford University and more recently a senior

executive program at Wharton Business School. He

is an experienced, strategy-focussed director with an

extensive career in the Australasian building industry.

He has held CEO roles with Brightwater Group and at

Fletcher Building where he was Chief Executive of the

Building Products Division.

Karen Jordan

Appointed 10 December 2020

Independent Director

BSOCSC, FCMA, CFINSTD



Karen is experienced across private, public and

not-for-profit sectors. She is a Chartered Fellow of

both the IOD NZ and of CIMA. Karen has over 20

years' corporate experience in FTSE listed energy

companies in the UK energy infrastructure sector.

She is currently a director on the Board of Lyttelton

Port Company and an Independent Member of the

NZDF Risk & Assurance Committee.

John Beveridge

Appointed 14 August 2019

Independent Director

BA, POST GRAD BUSINESS DIPLOMA, CMINSTD


John Beveridge has an extensive executive and

governance career spanning building and industrial

materials manufacturing, distribution, finance,

consumer goods, and other sectors. He was

previously Chief Executive of Placemakers and has

held senior leadership roles at Godfrey Hirst, Lion

Nathan, and Barclays Bank PLC.

A Chartered Member of the Institute of Directors,

John is also a director the Colonial Motor Company.

John holds an Economics degree from Otago

University, a Post Graduate Marketing Diploma from

Auckland University, and has completed the Senior

Executive Program at Columbia University, New York.

Steel2&2Tube Annual Report 202533

Steel & Tube’s leadership team is comprised of individuals who are experts
in their area and have a proven ability to lead successful teams.

Peter Ensor

GM Reinforcing, CFDL and Major Projects

MBA, BE CIVIL (HONS)

Peter joined Steel & Tube in 2021. He brings

extensive construction experience with over 25

years’ in the industry. Peter brings to Steel & Tube a

successful track record of leading and building teams

with a focus of health & safety, quality, financial

management and customer engagement. Peter

is a committee member of Civil Contractors NZ –

Auckland Branch, and is the Chair of the Concrete


NZ – Reinforcing Processor’s Sector Group.

LEADERSHIP TEAM

Anna Morris

GM Team & Customer Experience

LLB, BA

Anna joined Steel & Tube in 2019. She is an

experienced executive with a background in people

and culture, law and corporate services. Anna has

worked extensively in the construction and building

industry, with her previous role being Head of

People & Performance at Fletcher Construction

Company Ltd.

Sam Reindler

GM Logistics & Distribution Centres

BE MECH (HONS)

Sam started working with Steel & Tube in January

2022 as the National Commercial Manager for

Reinforcing. He brings extensive engineering

and construction, operational and commercial

experience from companies such as KiwiRail,

Transport for London, Auckland Transport and


Waste Management.

Marc Hainen

GM Strategic Growth

BBS, PGDIPBUS

Marc joined the company in 2017. He brings

significant experience in the steel and construction

industry in New Zealand. Marc has a strong

background in sales and marketing management,

operations and manufacturing as well as logistics and

supply chain. He has held a variety of management

and leadership roles in New Zealand, Australia and

the UK, including multiple roles leading a variety of

divisions within Fletcher Building Limited. Marc was

GM Distribution until July 2023.

Damian Miller

GM Quality, Health, Safety and Environment

BN

Damian brings more than 30 years of global

experience across operations, quality assurance,

health and safety, and environmental management.

His career spans senior operational and executive

roles in the oil and gas, steel, and manufacturing

sectors, with postings across the United States, Asia,

Africa and Latin America.

Raffaella del Prete

Chief Digital Officer

BSENG, MSCENG, MRES

Raffaella joined the Steel & Tube team in December

2023, and brings over 20 years of IT experience to the

Chief Digital Officer role. She has worked in the UK,

France and New Zealand with global businesses such as

Vodafone, AIA, BP and Fonterra, giving her exposure

to a diverse range of businesses and technologies. Her

experience in leading digital transformations along

with sustainable technologies experience is a valued

addition to the Steel & Tube team.

Steel & Tube Annual Report 202534

Profiles on each team member can be viewed on our website at www.steelandtube.co.nz/corporate/senior-management
Peter Reiber

GM Rollforming

NZCE, MECHANICAL

Peter re-joined the Steel & Tube team in 2022, building

on over 20 years of industry and senior management

experience. With a specialisation in process

improvement, leadership and business development

for manufacturing and technology-driven companies,

Peter brings a wealth of knowledge and expertise to

the role.

Mark Malpass

Chief Executive Officer

MBA, BE (HONS), NZCE

Mark has had significant executive and governance

experience both in NZ and overseas. He worked

with ExxonMobil Corporation for over 19 years,

previously Managing Director of Mobil Oil NZ, and

was Chief Executive of Fletcher Building’s largest

division, Infrastructure Products. Mark was appointed

Chief Executive in February 2018, after initially being

appointed an Independent Director in March 2017

and then stepping down to take on the interim CEO

role in September 2017.

Richard Smyth

Chief Financial Officer

BCOM, FCA

Richard joined the company in 2021. A Fellow

Chartered Accountant, Richard has financial and

senior level leadership experience across the

entertainment and energy sectors. He commenced

his career within PwC’s audit team, working both in

New Zealand and overseas. His most recent role was

Deputy Chief Financial Officer at SkyCity. Richard

is a board member of the New Zealand Accounting

Standards Board.

Steve Halse

National Manager, Galvanizing

Steve joined Steel & Tube in May 2025 through the

acquisition of Perry Metal Protection. He has led

Perry Metal Protection since April 2018, and has a

wealth of in-depth knowledge across the galvanizing

industry. Steve has a strong background in

operations and manufacturing as well as distribution,

logistics and supply chain. He has held a variety of

management and leadership roles in New Zealand,

previously working for SealesWinslow and the

Gallagher Group.

David Welsh

GM Distribution

BCA

David joined in 2025 and has extensive general

management experience in multiple sectors in the

building industry including concrete, aggregates,

pipelines and roofing. Prior to Steel & Tube he

worked at Fletcher Building and has also held several

general management positions in manufacturing

including in the UK. David has a customer, sales,

and marketing background and is passionate about

delivering great customer experiences

and outcomes.

Steel & Tube Annual Report 202535

GOVERNANCE
Corporate governance at Steel & Tube is predicated on high standards of ethics and performance and is achieved through

robust governance policies, practices and processes to ensure a culture that is open, transparent and focussed on adding

value for our stakeholders.

The board regularly reviews Steel & Tube‘s governance structures and processes to identify opportunities for enhancement,

ensure they are consistent with best practice and reflect Steel & Tube’s operations.

The board believes that the company’s corporate governance framework materially complies with the NZX Corporate

Governance Code dated 31 January 2025 (the Code). A summary of Steel & Tube’s governance actions and performance

against each of the Principles in the Code is detailed on the following pages.

The information in this report is current as at 24 August 2025 and has been approved by the board of Steel & Tube.

1. Ethical Standards

1.1 Code of Ethics

We expect our directors and team members to act with integrity and professionalism and undertake their duties in

the best interests of the company, taking into account the interest of shareholders and other stakeholders. The board

has adopted a Code of Ethics, which is available on the company website and staff intranet. Steel & Tube’s policies also

include detailed standards of integrity, conduct and behaviour required of all employees. This forms part of the new

employee induction programme.

We encourage employees to speak out if they have concerns. The avenues for doing so are detailed in the company’s

Whistleblower Policy which is on the company website.

1.2 Insider Trading Policy

Steel & Tube has an Insider Trading Policy which, along with the Financial Markets Conduct Act 2013, imposes limitations

and requirements on directors and employees in dealing in the company’s shares. These limitations prohibit dealing in

shares while in possession of inside information and impose requirements for seeking consent to trade.

While there is no formal requirement to do so, all directors hold shares in the company either directly or through affiliates.

Details of directors’ share dealings are set out on page 99 of this report.

2. Board Composition and Performance

2.1 Board Charter

The roles and responsibilities of the board are detailed in the Board Charter, which is reviewed at least every three years

and is available on the company website. The board’s primary objective is to enhance shareholder value and protect the

interests of other stakeholders by improving corporate performance and accountability.

The board has delegated authority for the day to day management of the business to the CEO and the wider senior

management team with specified financial and non-financial limits. A formal Delegated Authorities Policy documents

delegated authorities and is reviewed annually by the board.

2.2 Nomination and Appointment of Directors

Membership, rotation and retirement of directors is determined in accordance with the company constitution and NZX

Listing Rules.

The Nominations Committee has delegated responsibility from the board to make recommendations on board

composition and nominations, subject to the company constitution.

Directors will retire and may stand for re-election by shareholders at least every three years, in accordance with the

NZX Listing Rules. A director appointed since the previous Annual Shareholders’ Meeting holds office only until the next

Annual Shareholders’ Meeting but is eligible for election at that meeting.

Steel & Tube Annual Report 202536

Shareholders may also nominate candidates for election to the board. The board asks for director nominations each
year prior to the Annual Shareholders’ Meeting, in accordance with the company constitution and the NZX Listing Rules.

The board has developed a skills matrix and takes into account a number of factors including qualifications, experience

and skills when making directorship recommendations to the shareholders. The collective capability of the current

board is assessed against these requirements and the search then focuses on finding a board member who will best

complement the current mix of capabilities on the board.

Key information is provided to shareholders when a director stands for election or re-election.

2.3 Written Agreements

The company has written agreements with each director, outlining the terms of their appointment. The board is satisfied

that each director has the necessary time available to devote to the position, broadens the board’s expertise and has the

competencies to ensure the effective functioning of the board.

The company has arranged a policy of directors’ and officers’ liability insurance. This policy covers the directors and

officers so that any monetary loss suffered by them, as a result of actions undertaken by them as directors or officers,


is insured to specified limits (and subject to standard insurance policy terms and conditions).

2.4 Director Information

As at the date of this report, the board comprises six independent directors, who have significant relevant industry

and market experience, skills, and expertise that are of value to the company. Director independence is determined

in accordance with NZX Listing Rules and with regard to the factors described in Table 2.4 of the NZX Corporate

Governance Code. The board has determined that all current directors are independent and have no disqualifying

relationships.

Directors are required to notify the company of any interests they have that could impact an assessment of their

independence or their ability to act in the best interests of Steel & Tube. Steel & Tube has processes in place to manage

any conflicts of interest with directors.

Director RoleAppointed

Susan PatersonIndependent ChairJanuary 2017

Steve ReindlerIndependent DirectorAugust 2017

Chris EllisIndependent DirectorSeptember 2017

John BeveridgeIndependent DirectorAugust 2019

Karen JordanIndependent DirectorDecember 2020

Andrew FlavellIndependent DirectorOctober 2021

The board considers director succession on a regular basis, considering such things as tenure, experience and director

workload.

Profiles of directors are available on the company website and are included in the Annual Report. Directors’ interests are

disclosed on page 98 of the Annual Report.

The board believes that the current directors offer valuable and complementary skill sets. Importantly, the majority of

Steel & Tube’s directors have either worked in or held governance positions within the sector.

Steel2&2Tube Annual Report 202537

Skills Matrix
Director ExpertiseHighModerate

Governance

•••••

Commercial

••••••

Financial Acumen (F&A)

••••••

M&A

••••••

Quality, Health, Safety, Environmental and Training

•••••

Business Turnaround

••••••

Steel Industry

••••

Manufacturing

••••

Construction/Infrastructure

••••

Logistics, Supply Chain & Procurement

••••••

Sales Marketing and Brand

•••

Digital Technology and Change

•••••

People, Culture and Employee Relations

••••••

2.5 Diversity

Equality and diversity are cornerstones of our organisational culture. We believe that diversity at Steel & Tube is integral

to creating a collaborative workplace culture, competitive advantage and ultimately, sustainable business success.

Diversity provides us with a broad range of perspectives and experience that enhance the quality and depth of our

decision-making and helps create a united team approach across all levels of our organisation.

The board encourages diversity and will not knowingly participate in business situations where Steel & Tube could be

complicit in human rights and labour standard abuses. Our approach to diversity is outlined in the Diversity and Inclusion

Policy, which is available on the company website.

Measurable objectives form part of the People & Culture plan each year and they are agreed and approved by the

board. A number of initiatives are in place to support diversity and achievement of Steel & Tube’s diversity and inclusion

objectives. The board believes the principles in the policy were adhered to in FY25.

Key areas of focus are:

• Recruitment and retention of a diverse workforce

• Fair and consistent reward and recognition

• Flexible working arrangements

• Employee engagement

• Agreed standards of conduct and behaviour


Steel & Tube has a diverse workforce, representing 36 different ethnicities. English is a second language for many

Steel & Tube team members. To create a safe and supportive working environment Steel & Tube translates documentation

into different languages and provides safety training which also helps improve numeracy and literacy levels.

The officers of the company (as defined by the NZX Listing Rules for the purposes of diversity reporting) are the CEO

and specific direct reports of the CEO having key functional responsibility, namely the CFO. As at 30 June 2025, females

represented 25% of Directors and Officers of the Company (FY24: 25%).

Steel & Tube Annual Report 202538

As at 30 JuneFY25 FemaleFY25 Male
FY25 Gender

DiverseFY24 FemaleFY24 Male

FY24 Gender

Diverse

Directors24-24-

Officers-2--2-

Female representation at Steel & Tube

Board of Directors

Lead Team/Snr Execs

Overall Workforce

Management

20252024

33%

33%

18%

20%

24%

28%

24%

28%

2.6 Director Training and Education

Directors are encouraged to undertake appropriate training and education to ensure they remain current on how to

best perform their duties. In addition, management provides regular updates on relevant industry and company issues,

including briefings from senior executives. All directors are current members of New Zealand Institute of Directors.

All directors have access to executives to discuss issues or obtain information on specific areas in relation to matters

to be discussed at board meetings, or other areas as they consider appropriate. The board committees and directors,

subject to the approval of the board chair, have the right to seek independent professional advice at the company’s

expense, to enable them to carry out their responsibilities.

2.7 Board Performance and Review

The board monitors its own performance annually and from time to time commissions external reviews to assess the

performance of individual directors and the board’s effectiveness. An external review was last conducted in calendar

year 2021 and a review is being scheduled for FY26.

2.8 Independent Board Majority

All of Steel & Tube’s directors have been determined to be independent.

2.9 Independent Chair

Steel & Tube’s chair is required to be an independent director and is elected by the directors. Susan Paterson was

appointed as chair in January 2017 and is deemed to be independent.

2.10 Separation of the role of Chair and CEO

The board supports the separation of the roles of chair and CEO. Steel & Tube’s CEO, Mark Malpass is not a director on

the Steel & Tube board.

Steel & Tube Annual Report 202539

3. Board Committees
The board has established several standing committees, each of which has a board-approved written charter

summarising the role, responsibilities, delegations and membership requirements.

Board committees assist the board by focussing on specific responsibilities in greater detail than is possible in board

meetings. However, the board retains ultimate responsibility for the functions of its committees and determines their

responsibilities. The board appoints the members and chair of each committee, with the committee chair reporting

committee recommendations to the board.

The board regularly reviews the charters of each board committee, the committees’ performance against those charters

and membership of each committee.

The board believes that committee charters, committee membership and roles of committee members comply with

recommendations in the Code.

Current membership of each of the board committees at 30 June 2025 is set out below.

CommitteeRoleMembers

Audit & RiskAssist the board in its oversight of the integrity

of financial reporting, financial management and

controls, external audit quality and independence

and the risk management framework. The Committee

also assists the board in monitoring and reporting

the company’s strategies, activities and performance

regarding sustainability, social responsibility and the

environment

Karen Jordan (chair)

Steve Reindler

John Beveridge

Andrew Flavell

People & CultureAssist the board to establish and maintain a strong

governance framework overseeing the management

of the company’s people, remuneration and diversity

policies

Steve Reindler (chair)

Susan Paterson

Chris Ellis

NominationAssist the board in ensuring appropriate board

performance and composition and in appointing

directors

Susan Paterson (chair)

Steve Reindler

Chris Ellis

John Beveridge

Karen Jordan

Andrew Flavell

Quality, Health, Safety,

Environment and Training

Assist the board to meet its responsibilities in relation

to the company’s Quality, Health and Safety (H&S)

and Environment policies, procedures, and legislative

compliance

Chris Ellis (chair)

John Beveridge

Karen Jordan

Andrew Flavell

Steel & Tube Annual Report 202540

The table below sets out director and committee member attendance at board and committee meetings during FY25.
Board meetings are scheduled throughout the year, with other meetings to deal with certain matters arising from time

to time being held when necessary.

BoardAudit & RiskPeople & CultureNominationQHSET

Total Number of Meetings14*3212

Susan Paterson14-21-

Steve Reindler13221-

Chris Ellis14-212

John Beveridge143-12

Karen Jordan133-12

Andrew Flavell143-11

* There were 9 planned and 5 additional board meetings during the year

Directors may attend any committee meeting on an ex-officio basis which is not recorded in the above table.

3.1 Audit & Risk Committee

The board has an Audit & Risk committee which acts as a delegate of the board on financial reporting, internal control

and risk management issues. The committee also assists the board with monitoring and reporting the company’s

strategies, activities and performance regarding sustainability, social responsibility and the environment. There are a

minimum of three members, who are all independent directors.

The committee is currently made up of four independent directors. The chair of the committee, Karen Jordan, is not

the chair of the board, is independent and has significant accounting and financial expertise. The remaining committee

members have a range of qualifications and are all experienced in commercial and operational matters.

The role and responsibilities of the committee are detailed in a written charter which is available on Steel & Tube’s

website.

3.2 Employee attendance at Audit & Risk Committee meetings

Employee attendance at committee meetings is by invitation only.

3.3 People & Culture Committee

The People & Culture committee assists the board to establish and maintain a strong governance framework overseeing

the management of the company’s people, remuneration and diversity policies. All members of the committee are

independent directors, and it operates to a written charter which is available on Steel & Tube’s website.

3.4 Nomination Committee

The Nomination committee assists the board in ensuring appropriate board performance and composition and in

appointing directors. The nomination procedures include consideration of the independence of director candidates.


All members of the committee are independent directors, and it operates to a written charter which is available on

Steel & Tube’s website.

3.5 Quality, Health & Safety, Environment and Training Committee

The Quality, Health & Safety, Environment and Training committee assists the board to meet its responsibilities in

relation to the company’s Quality, Health & Safety and Environment policies, procedures, and legislative compliance.


All members of the committee are independent directors, and it operates to a written charter which is available on

Steel & Tube’s website.

Other Board Committees

Special purpose committees may be formed to review and monitor specific projects with senior management.

Steel2&2Tube Annual Report 202541

3.6 Control Transaction Protocols
In the case of a control transaction, Steel & Tube would follow its control transaction protocols including forming

an independent committee to oversee disclosure and response and to engage expert legal and financial advisors to

provide advice on procedure. The board will take into consideration any ‘relevant interests’ that a director may have in

regards to the bidder in determining if they are an independent for the purposes of the committee.

4. Reporting And Disclosure

4.1 Continuous Disclosure Policy

We are committed to keeping investors and the market informed of all material information about the company and

its performance, in a timely manner. In addition to all information required by law, we also seek to provide sufficient

meaningful information to ensure stakeholders and investors are well informed.

Steel & Tube is committed to providing accurate, timely, consistent and reliable disclosure of information to ensure

market participants have fair access to information that may impact on its share price. The company’s Continuous

Disclosure Policy sets out the principles and requirements of this commitment to timely disclosures.

4.2 Access to Key Governance Policies

Easy access to information about Steel & Tube, including financial and operational information and key corporate

governance policies and charters, is available through our company website at www.steelandtube.co.nz.

4.3 Financial Reporting

The board is responsible for ensuring that the financial statements give a true and fair view of the financial position of

the company and have been prepared using appropriate accounting policies, consistently applied and supported by

reasonable judgements and estimates. The board is also responsible for ensuring all relevant financial reporting and

accounting standards have been followed.

The Audit & Risk committee oversees the quality and integrity of external financial reporting, including the accuracy,

completeness, balance and timeliness of financial statements. It reviews Steel & Tube’s full and half year financial

statements and makes recommendations to the board concerning accounting policies, areas of judgement, compliance

with accounting standards, stock exchange and legal requirements, and the results of the external audit. All matters

required to be addressed, and for which the committee has responsibility, were addressed during the reporting period.

For the financial year ended 30 June 2025, the directors believe that proper accounting records have been kept

which enable, with reasonable accuracy, the determination of the financial position of the company and facilitate the

compliance of the financial statements with the Financial Markets Conduct Act 2013.

The Chief Executive Officer and Chief Financial Officer have confirmed in writing that Steel & Tube’s external financial

reports are presented fairly in all material aspects.

4.4 Non-financial Reporting

Steel & Tube has a commitment to ensuring that the company adds value for all its stakeholders, from shareholders to

staff and the communities the company operates in, as well as reducing the environmental impact of the company’s

activities. Steel & Tube believes it is the company’s corporate responsibility to ensure the company plays its part in

making the world a better place.

We have identified environmental, social and governance (ESG) principles which we believe will enhance Steel &

Tube and support our growth. Oversight of ESG is set out in Steel & Tube’s Sustainability Policy. Steel & Tube’s Group

Sustainability Manager leads the company’s sustainability practices.

Steel & Tube reports under the Aotearoa New Zealand Climate Standards. Our Climate-related Disclosures

will be published as a separate document by 31 October 2025 and will be available at steelandtube.co.nz/

sustainability#disclosures.

Health and safety and other non-financial metrics are reported in the Annual Report and other investor


communications annually.

Steel & Tube Annual Report 202542

5. Remuneration
Remuneration of directors and senior executives is the key responsibility of the People & Culture Committee.

The framework for the determination and payment of directors and senior executives’ remuneration is set out in


Steel & Tube’s Remuneration Policy. External advice is sought on a regular basis to ensure remuneration is

benchmarked to the market for senior management positions, directors and board committee positions.

Details of director and executive remuneration in FY25 are provided on pages 94 to 97.

5.1 Directors’ Remuneration

Shareholders fix the total remuneration available for directors. Approval is sought for any increase in the pool available

to pay directors’ fees, and any recommendations to shareholders regarding director remuneration are provided for

approval in a transparent manner. If independent advice is sought by the board, it will be disclosed to shareholders as

part of the approval process.

The last increase in director remuneration was approved by shareholders at the Annual Meeting in September 2022,


for a total fee pool of $642,500. Board policy is that no sum is paid to a director upon retirement or cessation of office.

While there is no formal requirement to do so, the directors are expected to hold shares. Currently, all directors hold


at least 1,000 shares in the company either personally or through affiliates.

Directors’ share dealings and interests in the company are detailed on pages 98 to 99.

Remuneration for each board role as at 30 June 2025 is as follows. Specific payments made to each director during FY25,

as well as other related information, is set out in the Remuneration Report on page 94.

RoleFee

Chair$165,000

Director$ 8 7, 5 0 0

Committee Chair – Audit & Risk, QHSET$15,000

Committee Chair – People & Culture$10,000

5.2 and 5.3 Executive and CEO Remuneration

Steel & Tube’s executive remuneration policies and practices are designed to attract, retain and motivate high calibre

people and create a performance-focussed culture. Details of executive and CEO Remuneration are set out in the

Remuneration Report on pages 94 to 97.

6. Risk Management

6.1 Risk Management Framework

Steel & Tube’s ability to deliver appropriate returns to its shareholders requires successful execution of business strategy

and the elimination, reduction and mitigation of associated risks. We apply effective risk management principles across our

Business Units to ensure risk is identified, assessed, categorised and ranked to allow the business to understand its risks.

The board has overall responsibility for the establishment and oversight of the group’s risk management framework.

The board is responsible for overseeing and monitoring significant business risks and overseeing management’s

processes to mitigate the identified risks.

Key risks are owned by members of the executive leadership team. This promotes integration into operations and

planning and a culture of proactive risk management. Management regularly reports to the board on significant

business risks and treatments for those risks. Legislative compliance is monitored across each Business Unit through

Quantate compliance management surveys.

Steel & Tube Annual Report 202543

The company is exposed to risks from a number of sources, including operational, strategic, economic and financial
risks. Steel & Tube’s risk management framework incorporates policies, procedures and appropriate internal controls to

identify, assess and manage areas of significant business and financial risks.

Key risks are assessed on a risk profile identifying the likelihood of occurrence and potential severity of impact; and

are managed with a focus on decreasing the risk likelihood and minimising the risk impact should it occur. Steel & Tube

maintains insurance policies that it considers adequate and practicable to meet its insurable risks.

Key risk areas include:

Key RiskDescriptionMitigation

Maintenance of Steel & Tube’s

values and culture

Deviation from the company’s core

values and culture could lead to ethical

and reputational issues

• Unified purpose focussed on making

life easy for customers

• Regular communication and

reinforcement of the company's

values and culture through

inductions, training and workshops

• Monitoring of employee engagement

surveys and controls environment

Strategy executionIneffective implementation of

strategic initiatives leading to sub-

optimal performance and competitive

disadvantage

• Clearly defined strategic goals with

measurable objectives and key

performance indicators (KPIs)

• Clear responsibilities and

accountability for strategy

implementation

• Regular progress monitoring and

corrective actions to address

deviations from the plan

Quality of productsRisks associated with the production

and supply of substandard or faulty

products, leading to customer

dissatisfaction and potential product

under-performance and/or legal

liabilities

• Robust quality control processes

throughout the production chain

• Regular product testing to rigorous

standards

• Independent audits of supplier mills

• Internal audits and ISO certification

and compliance

• Maintaining compliance with industry

standards and regulations

Economic environment and

trading conditions

Exposure to economic fluctuations

impacting demand, pricing, and overall

financial performance

• Diversification of product offerings

and customer base to reduce

dependency on specific sectors

• Regular economic analysis and

scenario planning to anticipate and

respond to market changes

• Syndicated bank debt facility

• Active financial stewardship

Steel2&2Tube Annual Report 202544

6.2 Quality, Health, Safety and Environment
The board is committed to ensuring a safe and healthy environment for all Steel & Tube people and anyone in the

company’s workplaces. Ensuring Steel & Tube employees and contractors go home safely every day is our number one

priority.

The board is responsible for ensuring that the systems used to identify and manage health and safety risks are fit for

purpose, being effectively implemented, regularly reviewed and continuously improved. A mix of lead and lag indicators

are reported, and safety performance is tracked to identify patterns to help prevent incidents. Health and safety is

reviewed at each board meeting and the chair of the QHSET committee regularly provides updates to the board on

committee proceedings.

202520242023202220212020

Safety TRIFR3.500.001.141.131.864.9 0

Product Quality

Steel & Tube’s aim is to be the preferred New Zealand supplier for steel products and solutions and our expert


people play an important role in that, sharing their knowledge and experience with customers. Ensuring the quality

of Steel & Tube’s products remains a critical focus and an extensive Quality Management Programme is in place and

overseen by the General Manager Quality, Health, Safety and Environment.

More information on our approach to Quality and Health & Safety is outlined on page 26.

7. Auditors

7.1 External Audit

Steel & Tube’s External Auditor Independence Policy outlines our commitment to ensuring audit independence, both in

fact and appearance, so that Steel & Tube’s external financial reporting is viewed as being highly objective and without bias.

For the year ended 30 June 2025, KPMG was the external auditor of Steel & Tube. KPMG was first appointed as auditor

in 2021 for the audit of the year ended 30 June 2022, with the next lead partner rotation due no later than after the

completion of the 30 June 2026 audit.

The Audit & Risk committee monitors the ongoing independence, quality and performance of the external auditors and

monitors audit partner rotation. The committee pre-approves any non-audit work undertaken by the external auditors.

In FY24, KPMG provided non-audit services relating to pre-assurance of Greenhouse Gas Emission disclosures. No non-

audit services were provided in FY25. The fees paid for audit services in FY25 is identified in Note E4 of the Financial

Report.

KPMG has provided the Steel & Tube board with written confirmation that, in their view, they were able to operate

independently during the year.

7.2 Attendance at Annual Meeting

It is Steel & Tube’s practice that the external auditors attend the Annual Shareholders' Meeting each year and are

available to answer questions from shareholders relevant to the audit.

7.3 Internal Audit

Steel & Tube operates an outsourced internal audit function, which reports to and is monitored by the Audit & Risk

committee.

The committee approves the annual internal audit plan, receives internal audit review reports on the adequacy and

effectiveness of Steel & Tube’s internal controls and monitors the implementation of recommendations arising from the

internal auditor’s review findings.

During FY25, BDO acted as the company’s outsourced internal audit provider.

Steel & Tube Annual Report 202545

8. Shareholder Rights and Relations
8.1 Investor website

Easy access to information about the performance of Steel & Tube is available through the Investor Centre on the

company’s website at www.steelandtube.co.nz/investor-centre.

8.2 Engagement with shareholders

We are committed to open and regular dialogue and engagement with shareholders. Steel & Tube’s investor relations

programme includes semi-annual post-results briefings with investors, analysts and investor meetings, and earnings

announcements. In addition, we release semi-annual Shareholder Newsletters as part of our initiative to keep

shareholders informed about the business and the contribution our company makes to New Zealand’s economic

development and prosperity. The programme is designed to provide shareholders and other market participants the

opportunity to obtain information, express views and ask questions.

Shareholders are encouraged to communicate with the company and its share registry electronically. Approximately

69% of Steel & Tube’s shareholders have opted for email communications.

We endeavour to make it easy for shareholders to participate in Annual Shareholders’ Meetings, which are held in a main

centre, streamed live online and recorded and posted on the company website. Shareholders can ask questions and

express their views to the board, management and the external auditors at Annual Shareholders’ Meetings.

In 2024, 43 shareholders attended the meeting in person, with a further 37 shareholders joining online.

In addition to shareholders, Steel & Tube has a wide range of stakeholders and maintains open channels of

communication for all audiences, including the investing community and the New Zealand Shareholders’ Association,


as well as its staff, suppliers and customers.

8.3 Voting on major decisions

The board considers that shareholders should be entitled to vote on decisions that would change the essential nature of

Steel & Tube’s business. The board adopts the one share, one vote principle, conducting voting at shareholder meetings

by poll.

Shareholders are also able to vote by proxy ahead of meetings without having to physically attend those meetings.

8.4 Equity offers

Steel & Tube did not undertake any capital raising during FY25. Should Steel & Tube consider raising additional capital,

we will structure the offer having regard to likely levels of shareholder participation and optimising and enhancing the

ability to maximise the level of capital raised. The board will look to give all shareholders an opportunity to participate in

any capital raising.

8.5 Notice of meeting

We aim to provide at least 20 working days of the notice of the Annual Shareholders Meeting, which is posted on


Steel & Tube’s website, announced on the NZX and sent to shareholders prior to the meeting each year. This goal was

achieved in 2024.

Steel & Tube Annual Report 202546

Non-GAAP Financial Information
Steel & Tube uses several non-GAAP measures when discussing financial performance. These include Normalised EBITDA, Normalised

EBIT and Working Capital. Management believes that these measures provide useful information on the underlying performance of

Steel & Tube’s business. They are used internally to evaluate performance, analyse trends and allocate resources. Non-GAAP financial

measures should not be viewed as a substitute for measures reported in accordance with NZ IFRS.

Non-Trading Adjustments/Unusual Transactions

The financial results for FY25 include transactions considered to be non-trading in either their nature or size. Unusual transactions

can be as a result of specific events or circumstances or major acquisitions, disposals or divestments that are not expected to

occur frequently. Excluding these transactions from normalised earnings and can assist users in forming a view of the underlying

performance of the group.

EBITDA/EBIT

EBITDA is Earnings/(Loss) before the deduction of interest, tax, depreciation and amortisation. EBIT is Earnings/(Loss) before the

deduction of interest and tax. These are both non-GAAP financial measures.

Earnings before interest, tax, other gains and losses and impairment represents operating profit for the year before other gains and

losses, impairment and deduction of interest and tax. Earnings before interest, tax and impairment represents operating profit for

the year including other gains and losses before impairment and deduction of interest and tax. Management believes that these

additional measures provide useful information on the underlying performance of the group’s business.

Normalised EBITDA/EBIT

This means EBITDA/EBIT excluding non-trading adjustments and unusual transactions. FY25 EBITDA and EBIT were impacted by

non-trading adjustments totalling $4.6m. Management believes that normalised measures provide a more appropriate measure

of Steel & Tube’s performance and more useful information on the normalised earnings of the company.

Working Capital

This means the net position after current liabilities are deducted from current assets. The major individual components of working

capital for the group are inventories, trade and other receivables and trade and other payables. How the group manages these has an

impact on operating cash flow and borrowings.

EBITDAEBIT

Reconciliation of Reported to Normalised Earnings

FY25


FY24FY25


FY24

Year Ended 30 June$000$000$000$000

Reported (2 ,496)31,415(25,953)9, 5 69

Palletised warehouse project costs1,3642,7011,3643,192

Software as a Service (SaaS) expenditure1,6011,1441,6011,144

Business restructuring costs699550699550

Acquisition and integration expenses903-903-

Normalised2,07135,810(2 1, 3 8 6)14,455

FINANCIAL MEASURES

Steel & Tube Annual Report 202547

5 YEAR FINANCIAL PERFORMANCE
20252024202320222021

$000$000$000$000$000

Financial Performance

Sales385,38947 9,1265 89,07859 9,14 8481,043

EBITDA(2,495)31,41551,87666,59838,614

Depreciation and amortisation(23,458)(21,846)(20,867)(18,962)( 1 7,9 0 7 )

EBIT(25,953)9, 5 6931,0094 7, 6 3 620,707

Net finance costs( 7,1 5 7 )(5,769)( 7, 2 3 9)(5,701)(5,754)

Profit / (loss) before tax(33,110)3,80023,77041,9 3 514,95 3

Tax (expense) / benefit8,740(1,160)(6,7 7 3)(11,742)418

Profit / (loss) after tax(24,370)2,64016 ,9 9 730,19315,371

Operating cash inflow / (outflow)10,42742,23598,280(34,117)2 9, 3 3 2

Funds Employed

Equity182,334198,190208,154210,101193,753

Non-current liabilities 138,61098 ,96186,50983,78892,023

320,9442 9 7,1 5 1294,663293,889285,7 76

Comprises

Current assets190,585198,5512 24,94 0303,790222,510

Current liabilities(81,655)(56,658)(69,426)(13 9,9 7 1)(80,024)

Working Capital10 8,9 3 0141,893155,514163,819142,486

Non-current assets 212,014155,25813 9,149130,070143,290

320,9442 9 7,1 5 1294,663293,889285,7 76

Statistics

Dividends per share (cents)

1

-6.08.013.04.5

Basic earnings per share (cents)(14. 3)1.610.318.39. 3

Return on Sales(6. 3)%0.6%2 .9 %5.0%3.2%

Return on Equity(13.4)%1.3%8.2%14.4%7.9 %

Working Capital (times)

2

1.73.53.22.22.8

Net tangible assets per share$0.70$1.11$1.17$1.22$1.11

Equity to total assets45.3%56.0%5 7. 2 %48.4%53.0%

Gearing (debt to debt plus equity)21.5%--19. 5%-

Net interest cover (times)

3

(3 .6)1.74.38.43.6

Ordinary shareholders6,6907, 0 5 17, 2 6 97, 3 8 57, 5 2 8

Employees933858851829799

-Female225239221224201

-Male708618630605598

-Gender diverse-1---

Directors & Officers

-Female22222

-Male66665

1

Dividends per share are calculated based on dividends issued in respect of the financial year

2

Calculated using current assets/current liabilities

3

Calculated as EBIT over net finance costs (including NZ IFRS 16 Interest costs)

Steel & Tube Annual Report 202548

5 YEAR FINANCIAL PERFORMANCE
FINANCIAL

REPORT

Financial Statements 2025 50

Statement of Profit or Loss and

Other Comprehensive Income 52

Statement of Changes in Equity 53

Balance Sheet 54

Statement of Cash Flows 55

Notes to the Financial Statements

Section A – Performance 56

Section B – Working Capital 63

Section C – Fixed Capital 68

Section D – Funding 76

Section E – Other 78

Independent Auditor's Report 89

General Information

Remuneration 94

Disclosures 98

Glossary 102

Directory 102

49Steel & Tube Annual Report 2025

The Financial Report for Steel & Tube includes these sections:
· Financial Statements

· Performance

· Working Capital

· Fixed Capital

· Funding

· Other

Key Policy

Material accounting policies which are relevant to the understanding of the financial statements are highlighted throughout

the report.

Critical Accounting Estimates And Judgements

Preparation of these financial statements requires the exercise of judgements that affect the application of accounting policies, the

reported amounts of assets and liabilities, and income and expenses.

Estimates and judgements are continually evaluated, based on historical experience and other factors, including expectations of

future events that are believed to be reasonable under the circumstances. The group makes estimates and assumptions about the

future. Actual results may differ from these estimates.

Key Judgement

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets

and liabilities within the next financial year are highlighted throughout the report.

General Information

Steel & Tube Holdings Limited (the company or Steel & Tube) is registered under the Companies Act 1993 and is a FMC Reporting

Entity under the Financial Markets Conduct Act 2013. The company is a limited liability company incorporated and domiciled in

New Zealand. The group comprises Steel & Tube Holdings Limited and its subsidiaries.

The registered office of the company is 7 Bruce Roderick Drive, East Tamaki, Auckland, 2013, New Zealand.

These financial statements have been prepared:

• In accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP), for which Steel & Tube is a for-profit entity

• To comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and with International Financial

Reporting Standards (IFRS)

• In accordance with the requirements of Part 7 of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules

(issued 31 January 2025)

• In New Zealand dollars (which is the company’s and subsidiaries’ functional currency and the group’s presentation currency) and

rounded to the nearest thousand dollars

• Under the historical cost convention, as modified by the revaluation of certain assets as identified in specific accounting policies

FINANCIAL STATEMENTS 2025

50Steel & Tube Annual Report 2025

Non-GAAP Financial Information
The group’s standard profit measure prepared under New Zealand Generally Accepted Accounting Practice (GAAP) is profit for

the period, or net profit after tax. The group also uses non-GAAP financial information which is not prepared in accordance with

New Zealand International Financial Reporting Standards (NZ IFRS) when discussing financial performance. The directors and

management believe that this non-GAAP financial information provides useful information to readers of the financial statements

to assist in the understanding of the group’s financial performance.

Non-GAAP financial information used in these financial statements are:

• (Loss)/Earnings before interest, tax and other gains

• (Loss)/Earnings before interest, tax depreciation and amortisation (EBITDA); and

• (Loss)/Earnings before interest and tax (EBIT)

51Steel & Tube Annual Report 2025

Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2025

Notes

2025

$000

2024

$000

Sales revenueA3 385,389 47 9,126

Other operating income 448 58

Cost of salesA2(315,662) (375,014)

Operating expensesA2(94, 5 5 4) (93,540)

Software as a Service (SaaS) upfront expenditure(1,601) (1,14 4)

(Loss)/Earnings before interest, tax and other gains(2 5,98 0) 9,4 8 6

Other gains 27 83

(Loss)/Earnings before interest and tax(25,953) 9, 5 69

Finance incomeA6 590 575

Finance costsA6( 7, 74 7 ) (6, 3 4 4)

(Loss)/Profit before tax(33,110) 3,800

Tax credit/(expense)A5 8,740 (1,160)

(Loss)/Profit for the year attributable to owners of the company(24,370) 2,640

Items that may subsequently be reclassified to profit or loss

Other comprehensive loss - hedging reserve(232) (35)

Total comprehensive (loss)/income(24,602) 2,605

Basic (loss)/earnings per share (cents)A1(14. 3) 1.6

Diluted (loss)/earnings per share (cents)A1(14. 3) 1.6

52Steel & Tube Annual Report 2025

Statement of Changes in Equity
For the year ended 30 June 2025

Share

capital

Retained

earnings

Hedging

reserve

Treasury

shares

Share-based

payments

Total

equity

Notes$000 $000 $000 $000 $000$000

Balance at 1 July 2024 155,127 42,050 (26) - 1,039 198,190

Comprehensive income

Loss after tax - (24,370) - - - (24,370)

Other comprehensive income

Hedging gains and losses (net of tax) - - (232) - - (232)

Total comprehensive (loss)/income - (24,370) (232) - - (24,602)

Transactions with owners

Dividends paid A1 - (3, 348) - - - (3, 348)

Employee share schemes D3 285 234 - - 66 585

Dividend reinvestment plan D3 233 - - - - 233

Share capital issued relating to business combination C5 11, 276 - - - - 11, 276

Balance at 30 June 2025 16 6,9 2 1 14,566 (258) - 1,105 182,334

Balance as at 1 July 2023 1 5 7,1 6 8 52 ,741 9 (2,896) 1,132 208,154

Comprehensive income

Profit after tax - 2,640 - - - 2,640

Other comprehensive income

Hedging gains and losses (net of tax) - - (35) - - (35)

Total comprehensive income/(loss) - 2,640 (35) - - 2,605

Transactions with owners

Dividends paid A1 - (13, 3 31) - - - (13, 3 31)

Employee share schemes D3 (2,062) - - 2,896 (9 3) 741

Shares gifted to employees D3 21 - - - - 21

Balance at 30 June 2024 155,127 42,050 (26) - 1,039 198,190

53Steel & Tube Annual Report 2025

Balance Sheet
As at 30 June 2025

Notes

2025

$000

2024

$000

Current assets

Cash and cash equivalentsE1 13,738 8,699

Trade and other receivablesB2 59,444 5 8 ,9 12

Contract assetsA4 2,633 4,9 2 5

InventoriesB1 113,598 121,320

Income tax receivable 1,171 4,640

Derivative assetsE1 1 55

190,585 198,551

Non-current assets

Loan receivableA6/E1 1,624 1,532

Deferred taxA5 8,909 5,714

Property, plant and equipmentC1 45,068 40,010

IntangiblesC2 54,619 12,665

Right-of-use assetsC4 101,794 95,337

212,014 155,258

Total assets 402,599 353,809

Current liabilities

Trade and other payablesB3 42,371 41,022

BorrowingsD1 20,000 -

ProvisionsE2 247 1,099

Derivative liabilitiesE1 1,069 170

Short term lease liabilitiesC4 1 7,9 6 8 14,367

81,655 56,658

Non-current liabilities

BorrowingsD130,000-

Trade and other payablesB3 5,504 -

ProvisionsE2 1,629 1,335

Long term lease liabilitiesC4 101,477 9 7, 6 2 6

138,610 98 ,961

Equity

Share capitalD3 16 6,9 2 1 155,127

Retained earnings 14,566 42,050

Other reserves 847 1,013

182,334 198,190

Total equity and liabilities 402,599 353,809

These financial statements and the accompanying notes were authorised by the board on 24 August 2025.

For the board

Susan Paterson | Chair Karen Jordan | Director

54Steel & Tube Annual Report 2025

Statement of Cash Flows
For the year ended 30 June 2025

Notes

2025

$000

2024

$000

Cash flows from operating activities

Customer receipts 3 8 7, 4 5 1 495,830

Interest receipts 498 544

Payments to suppliers and employees(373,758) (438,060)

Payments for interest on leases(6, 26 6) (5, 279)

Income tax refund/(payments) 3,604 (9, 8 11)

Interest payments(1,102) (989)

Net cash inflow from operating activities 10,427 42,235

Cash flows from investing activities

Property, plant and equipment disposal proceeds 100 116

Property, plant and equipment and intangible asset purchases(6,871) (9, 5 0 0)

Loan advance to third partyA6 - (1, 500)

Payment for new business purchase(30, 243) (6 5 4)

Net cash outflow from investing activities(3 7,0 1 4) (11, 538)

Cash flows from financing activities

Net drawdown/(repayment) of bank borrowings 50,000 -

Dividends paidA1(3,115) (13, 3 31)

Payment for leases(1 5, 2 59) (15,14 8)

Net cash inflow/(outflow) from financing activities 31,626 (28,479)

Net increase in cash and cash equivalents 5,039 2,218

Cash and cash equivalents at the beginning of the year 8,699 6,481

Cash and cash equivalents at the end of the year 13,738 8,699

Represented by:

Cash and cash equivalents 13,738 8,699

13,738 8,699

Reconciliation of (loss)/profit after tax to cash flows from operating activities

(Loss)/Profit after tax(24,370) 2,640

Non-cash adjustments:

Depreciation and amortisation 23,458 21,846

Deferred tax(8,740) 1,144

Gain on lease termination(10) (32)

Share scheme expense 670 524

Foreign exchange gains(118) (195)

Other non-cash items(113) 284

Gain on items classified as investing activities:

Gain on property, plant and equipment disposals(27) (51)

(9, 2 5 0) 26,160

Movements in working capital:

Income tax receivable/payable 3,469 (10,243)

Inventories 7, 7 2 2 1 7, 8 3 8

Trade and other receivables 1,760 15,186

Trade and other payables and provisions 6,294 (7,381)

19, 24 5 15,400

Investing and financing items included in working capital movements 432 675

Net cash inflow from operating activities 10,427 42,235

55Steel & Tube Annual Report 2025

Notes to the Financial Statements
For the year ended 30 June 2025

This section focuses on the group’s financial performance and returns provided to shareholders.

A1: Dividends and Earnings per Share

No dividends have been declared for the year ending 30 June 2025.



2025

$000

2024

$000

Dividends paid 3,348 13,331

Dividends paid includes prior year final dividend.

FY25FY24

Dividends were paid / payable in respect of the following years:

$000 $000

Interim Dividend Paid - 6,658

Final Dividend Payable - 3,348

Total - 10,006

Cents per share

FY25FY24

Interim Dividend (FY25: nil, FY24: imputed)0.00 4.00

Final Dividend (FY25: nil, FY24: imputed)0.00 2.00

Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of fully

paid shares less treasury shares.

Diluted earnings per share represents the group’s earnings per share if unvested share rights were exercised. The weighted average

number of shares is adjusted by the number of outstanding rights to executive shares that are deemed to vest at their future vesting

dates.

As at 30 June 2025, 3,164,454 options (2024: 2,822,193) were excluded from the diluted weighted-average number of ordinary shares

calculation because their effect would have been anti-dilutive.

Earnings per share (EPS)

2025

000

2024

000

(Loss)/Profit after tax(24,370)2,640

Weighted average number of shares for basic EPS 170,565 166,831

Weighted average number of shares for diluted EPS170,565 166,831

Basic (loss)/earnings per share (cents)(14. 3)1.6

Diluted (loss)/earnings per share (cents)(14. 3)1.6

PERFORMANCE

SECTION A

56Steel & Tube Annual Report 2025

A2: Expenses
Cost of sales and operating expenses:Notes

2025

$000

2024

$000

Inventories expensed in cost of sales 283,382 342,254

Employee benefits 73,708 74, 3 3 6

Depreciation and amortisationC 1/C 2/C4 23,458 21,846

Information technology expenses 6,999 6 ,95 6

Defined contribution plans 1,9 7 1 1,9 7 9

Acquisition and integration expenses 903 -

Directors' fees 643 643

Short term and low value lease costs 229 217

Impairment (reversal)/loss on trade receivables(3) (2 31)

Foreign exchange gains(118) (195)

Other expenses 19,0 4 4 20,749

Total cost of sales and operating expenses 410,216 468,554

Inventory sold during the year is expensed as cost of sales. Inventory write-downs of $0.3m (2024: $0.6m) was incurred in the ordinary

course of business which are included within Inventories expensed in cost of sales.

Depreciation of $1.8m (2024: $1.8m) related to equipment used to manufacture products is included in cost of sales. Depreciation of

right-of-use assets and other depreciation is included in operating expenses.

Information technology expenses disclosed in the above table excludes SaaS upfront expenditure. This has been disclosed separately

on the Statement of Profit or Loss and Other Comprehensive Income.

Employee benefits expense in the current financial year include restructuring costs of $0.7m (2024: $0.5m) recognised as part of a

board approved restructuring plan.

Included in the above table is $1.4m of the palletised warehouse project costs, primarily within employee benefits. This was a board

approved transformation project initiated in the previous financial period and involves increasing the group’s warehouse capacity.


It includes exiting the Avondale site, increasing palletised product at Bruce Roderick site and optimising processing across Auckland.

In the current financial year, the group has incurred $0.6m of acquisition costs and $0.3m of integration costs in relation to the

acquisition of Perry Metal Protection.

57Steel & Tube Annual Report 2025

A3: Operating Segments
The group has identified three reporting segments as at 30 June 2025 having regard for the criteria outlined in NZ IFRS 8 Operating

Segments (NZ IFRS 8). The group’s Chief Operating Decision Maker (being the CEO) receives financial reports which aggregate the

activities of the group’s various operating segments into three distinct segments, being Distribution, Processing (formerly known

as Infrastructure) and Others. During the year, the group acquired Perry Metal Protection which has been included in the Others

segment for reporting purposes and contributed two months of earnings in the current financial year (refer to Note C5 for further

details on the acquisition).

These reportable segments have been determined by having regard to the nature of products, services and processes the various

Business Units undertake to service customers. The group has a diverse range of customers from various industries, with no single

customer contributing more than 10% of the group’s revenue.

The group derives its revenue from the distribution, processing and galvanizing of steel and associated products. Within the

Distribution business, the primary focus is on the distribution of steel products and fasteners, servicing similar customer groups,

sharing similar business models and trading skills, and using similar sales channels. The majority of product is traded and sales staff are

tasked to know the full range of products. Within the Processing business, product is predominantly steel product which is bought

and processed/manufactured in warehouse facilities for project/contract customers. Others include the galvanizing business which

primarily provides hot dip galvanizing services to customers.

The CEO uses EBIT as a measure to assess the performance of segments. The segment information provided to the CEO for the year

ended 30 June 2025 is as follows:

2025

Distribution

$000

Processing

$000

Others

$000

Reconciled

to group

$000

Timing of revenue recognition

At a point in time 228,875 102,587 5,379 336,841

Over time - 48,548 - 48,548

Revenue from external customers 228,875 151,135 5,379 385,389

Depreciation and amortisation(12,503) (10,561) (394) (23,458)

Expenses(231,986) (152,226) (3,672) (387,884)

Segment EBIT (15,614) (11,652) 1,313 (25,953)

Interest on leases (3, 360) (2,751) (155) (6, 26 6)

Interest - others (net)(891)

Reconciled to group loss before tax(33,110)

2024

Distribution

$000

Processing

$000

Reconciled

to group

$000

Timing of revenue recognition

At a point in time 276,867 12 2,9 3 1 399,798

Over time - 7 9, 3 28 79,328

Revenue from external customers 276,867 202,259 479,126

Depreciation and amortisation(12, 2 56) (9, 59 0) (21,846)

Expenses(262,397) (185,314) (447,711)

Segment EBIT 2,214 7, 3 5 5 9, 5 69

Interest on leases (3,167) (2,112) (5,279)

Interest - others (net)(49 0)

Reconciled to group profit before tax 3,800

58Steel & Tube Annual Report 2025

Operating segments are reported in a manner consistent with the internal reports that the CEO uses to assess performance.
Depreciation and amortisation recognised as at 30 June 2025 is inclusive of depreciation recognised under NZ IFRS 16 Leases, which is

in line with the financial reports received by the CEO.

Interest recognised under NZ IFRS 16 Leases is shown separately in the financial reports provided to the CEO. Other interest income

and expense are not allocated to segments as these are driven by the central treasury function, which manages the cash position of

the group.

Assets and liabilities are reported to the CEO on a group basis, and are not separately reported with respect to the individual

operating segments.

Sales between segments are eliminated on consolidation. The amounts provided to the CEO with respect to segment revenue are

measured in a manner consistent with that of the financial statements.

A4: Revenue recognised on construction contracts

Key Policy

Refer to Note E7 for the group's accounting policy on revenue recognised on construction contracts. A contract asset is

recognised when the group has completed its performance obligation in advance of the cash consideration (or the group's

entitlement to invoice the customer). A contract liability is recognised when the group receives cash consideration (or it is

due) in advance of the obligation being performed.

Key Judgement - Construction Contracts

Estimates and judgements are made by the group when assessing construction contracts. These vary between each project

based on specific contractual terms. The estimates and judgements inherent in accounting for the group's construction

contracts relate to the assessment of the forecast costs to complete the project, which includes an estimation of expected

material and labour costs and the quantum and likelihood of any revenue variations that the group is contractually entitled

to. If forecast costs are expected to exceed forecast revenues, a provision for onerous contract loss is recognised.


2025

$000

2024

$000

Contract assets 2,633 4,9 2 5

The contract assets relate to the group’s rights to consideration for work completed but not billed at the reporting date. The group's

contract liabilities are not material either in the current or comparative year.

59Steel & Tube Annual Report 2025

A5: Income and Deferred Tax
Income tax comprises both current and deferred tax.

All entities in the group are part of the same income tax group.

Key Policy

Current tax is the expected payable on the taxable income for the period, using current tax rates, and any adjustment to tax

payable in respect of prior periods.

Deferred tax is recognised in respect of temporary differences arising between the tax base of assets and liabilities and their

carrying amounts in the financial statements. Deferred tax assets are only recognised to the extent that it is probable future

taxable profits will offset temporary differences. Tax rates used are those that have been enacted or substantially enacted at

balance date and which are expected to apply when the deferred tax asset or liability crystalises.

Deferred tax is not provided if it arises from the following differences:

• Goodwill not deductible for tax purposes

• Initial recognition of assets and liabilities in a transaction other than a business combination that affects neither accounting

or taxable profit

• Investment in subsidiaries where the timing of the reversal of the temporary difference is controlled by the group to the

extent that they will probably not reverse in the foreseeable future

Income and deferred tax

Income tax expense

20252024

The income tax expense is determined as follows:$000$000

Profit or loss

Current income tax

Adjustments in respect of prior periods - 16

Deferred income tax

Depreciation, provisions, accruals, tax losses and other(8,781) 1,160

Adjustments in respect of prior periods 41 (16)

Income tax expense in profit or loss(8,740) 1,160

20252024

Reconciliation of income tax expense$000$000

(Loss)/Profit before tax(33,110) 3,800

Non-deductible expenditure 1,751 344

(3 1, 3 59)4,144

Tax at current rate of 28%(8,781)1,160

Prior period adjustment 41 -

Total income tax expense(8,740)1,160

Represented by:

Current tax - 16

Deferred tax(8,740)1,144

(8,740)1,160

60Steel & Tube Annual Report 2025

Key Judgement - Tax Losses
The group has gross tax losses available to carry forward of $32.8m (2024: $1.0m). The group has assessed that it is probable

that there will be sufficient future taxable profit which will be available against which the tax losses can be utilised. As a

consequence, a deferred tax asset of $9.2m was recognised for these losses.


Deferred tax assets and liabilities


The table below shows the movement in the deferred tax balances that are recognised at the beginning and end of the period.


Opening

balance

$000

Prior period

adjustments

$000

Acquired

in business

combination

(Note C5)

$000

Recognised

in income

$000

Recognised

in equity/OCI

$000

Closing

balance

$000

Group 2025

Property, plant and equipment & Intangibles(2,079) - (5,408) 178 - ( 7, 3 0 9)

Right-of-use assets(27,042) - (4, 2 5 6) 2,483 - (28,815)

Lease liabilities 31,358 - 4,256 (2 ,170) - 33,444

Employee benefits 1,533 - - (298) (227) 1,008

Provisions 1,658 - - (357) - 1,301

Cash flow hedging reserve 9 - - - 90 99

Net taxable losses 277 (41) - 8,945 - 9,181

5,714 (41) (5,408) 8,781 (137) 8,909


Opening

balance

$000

Prior period

adjustments

$000

Recognised

in income

$000

Recognised

in equity/OCI

$000


Closing

balance

$000

Group 2024

Property, plant and equipment & Intangibles(2,06 6) - (13) - (2,079)

Right-of-use assets(23,595) - (3,447) - ( 2 7, 0 4 2)

Lease liabilities 2 7, 8 2 1 - 3,537 - 31,358

Employee benefits 2,761 - (998) (2 30) 1,533

Provisions 2,158 16 (5 16) - 1,658

Cash flow hedging reserve(5) - - 14 9

Net taxable losses - - 277 - 277

7, 0 74 16 (1,160) (2 16) 5,714

2025

$000

2024

$000

The analysis of deferred tax assets and deferred tax liabilities is as follows:

Deferred tax liabilities(36,124) (2 9,119)

Deferred tax assets 45,033 34,833

8,909 5,714

Imputation credits available at 30 June 2025 were $62k (2024 $5.0m).

61Steel & Tube Annual Report 2025

A6: Net Finance Costs
Notes

2025

$000

2024

$000

Interest income under the effective interest method:

Interest received498543

Financial assets at FVTPL – net change in fair value:

Interest income – loan receivable 92 32

Total financial income 590 575

Interest expense under the effective interest method:

Interest expense - bank 1,389 1,065

Interest expense - lease liabilities 6,266 5,279

Financial liabilities at FVTPL – net change in fair value:

Interest expense - contingent considerationC5 92 -

Total finance costs 7, 74 7 6,344

Net finance costs( 7,1 5 7 ) (5,769)

2 1,95 5

The loan receivable relates to the loan advance provided to a third party, ROBOS International Limited (ROBOS). Included in the

arrangement is an equity option. The loan receivable is classified as a financial asset at FVTPL (fair value through profit or loss). $1.5m

of the loan was drawn down as at balance date.

62Steel & Tube Annual Report 2025

Notes to the Financial Statements
For the year ended 30 June 2025

This section contains details of the short term operating assets and liabilities required to service the group’s distribution branches and

processing sites.

B1: Inventories

Key Policy

Inventories are stated at the lower of cost and net realisable value, with cost determined on a moving average cost basis

or standard cost basis. Costs include expenditure incurred in acquiring the inventories and bringing them to their existing

location and condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated

costs of completion, and selling expenses.

Key Judgement - Inventory Valuation

The majority of the group’s inventory comprises steel products and fastenings, which have long lives and generally are not

at risk of obsolescence. The group undertook an assessment of its inventory holdings at 30 June 2025 to determine whether

the net realisable value (NRV) of inventory was greater than or equal to the current carrying value of inventory. The group

has undertaken a full review of all aged inventory to identify any inventory at higher risk, particularly slow moving inventory.

Following this review, an impairment provision of $1.4m (2024: $2.0m) continues to be recognised as at 30 June 2025 to

record the carrying value of inventory at its NRV where that is considered to be lower than its cost. Judgement was required

in determining if the slow moving inventory can be sold and its expected sales price, and therefore whether inventory should

be impaired. This includes consideration of current market conditions and prices.

To further support the valuation of inventory the group operates a regular inventory count programme which requires

inventory to be counted on a cycle count basis, and through a full wall-to-wall count where required to ensure the accuracy

of the group’s inventory records.

The group holds inventories valued at $113.6m (2024: $121.3m).


Goods in transit

Provision for

write-down

Finished goods

at cost price

Inventories ($000s)

(2,047)

$121,320

2024

1 1 7, 2 4 1

6,1 2 6

(1,432)

$113,598

2025

109,143

5,887


WORKING CAPITAL

SECTION B

63Steel & Tube Annual Report 2025

B2: Trade and Other Receivables
Key Judgement - Provision for Impairment

The group has applied the simplified approach to providing for expected credit losses, which requires the recognition of a

lifetime expected loss provision for trade and other receivables.

The expected credit loss (ECL) allowances for financial assets are based on assumptions about the risk of default and

expected credit loss rates. The group uses its judgement in making these assumptions and selecting the inputs to the

impairment calculation, which is based on the group’s historical experience, the aging profile of the financial assets,

existing market conditions as well as external economic forecasts at each reporting date. Details of key considerations and

judgements are set out below.

The group considers the lifetime expected credit losses associated with its receivables upon initial recognition, and on an

ongoing basis at the end of each reporting period. To assess whether there is a specific increase in credit risk, the group

compares the risk of default occurring on these receivables at the reporting date with the risk of default at the date of initial

recognition. The group considers its trade receivables to be in default when:

– The debtor is unlikely to pay its credit obligations to the group in full; or

– The receivable is more than 60 days past due (i.e. overdue)

Available forward looking information is considered, including actual or expected significant adverse changes in business,

financial or economic conditions that are expected to cause a significant change to the customer or counterparty’s ability to

meet their obligations. This also incorporates any objective evidence that indicates that the customers will not be able to pay

their debts when due, these include significant financial difficulties of customers and the probability of entering receivership

or bankruptcy.

The group has analysed its trade receivables balances using three different characteristics and calculated the ECL allowance

by considering the impact of each:

Consideration/Judgements

Baseline/Aging

The group’s “baseline” expectation for credit loss is informed by past experience and the aging profile

of the balances, applying an increasing expected credit loss estimate as the balance ages incorporating

forward looking information, such as forecasted economic conditions. This expectation incorporates

any available objective evidence that the customers will not be able to pay their debts when due,

including significant financial difficulties of customers and the probability of entering receivership,

administration or liquidation.

SectorThe group has considered the credit risk related to the market sector that the customers operate in

and has made an adjustment to the ECL allowance based on assessment of the respective financial

strength of each industry sector.

RegionThe group has considered the credit risk of its trade receivables portfolio based on the respective

financial strength of each geographic region, and has made an adjustment to the baseline ECL

allowance to reflect this.

64Steel & Tube Annual Report 2025

Trade receivables at 30 June 2025 are $55.0m (2024: $54.8m) and are recognised initially at fair value and subsequently at amortised
cost less any provision for impairment. The carrying value of trade and other receivables are equivalent to their fair value.

Trade receivables

Prepayments and

sundry receivables

Provision for

impairment

Trade and Other Receivables ($000s)

5,275

(1,135)

2024

$58,912

54,772

2025

$59,444

55,043

5,461

(1,060)

No one customer accounts for more than 3% of trade receivables at 30 June 2025 (30 June 2024: 7%).

The aging profile of the group's customer balances is shown below.

Trade receivables excluding current at 30 June 2025 ($000s)

Within

1 month

Within 1 to

2 months

Beyond

2 months

20252024

27%

1,9 8 3

436

1, 274

10,232

1,507

1,355

65Steel & Tube Annual Report 2025

At 30 June 2025, trade receivables of $1.3m (2024: $1.4m) were greater than 60 days overdue. These relate to a number of
independent customers for whom there is no recent history of default. The group’s credit terms are in line with industry peers.


The group does not have any customers with payment terms exceeding one year. As a result, the group does not adjust transaction

prices for the time value of money.

Provision for impairment

At 30 June 2025, an impairment provision of $1.1m (2024: $1.1m) was held.

The expected credit loss allowance provision has been determined as follows:

As at 30 June 2025

 Current

$000

Within

1 Month

$000

1 - 2

Months

$000

2-3

Months

$000

Beyond

3 Months

$000

Total

$000

Gross carrying amount 51,350 1,98 3 436 213 1,061 55,043

Baseline/Aging 181 35 41 33 760 1,050

Region 3 1 - - 1 5

Sector 3 1 - - 1 5

Expected credit loss allowance 187 37 41 33 762 1,060

As at 30 June 2024

 Current

$000

Within 1 Month

$000

1 - 2 Months

$000

2-3 Months

$000

Beyond

3 Months

$000

Total

$000

Gross carrying amount 41,678 10,232 1,507 251 1,104 54,772

Baseline/Aging 87 182 121 54 678 1,122

Region 2 3 2 - 1 8

Sector 1 2 1 - 1 5

Expected credit loss allowance 90 187 124 54 680 1,135


Movements in the provision for impairment for the year ended 30 June 2025, are as follows:

20252024

Provision for impairment$000$000

Provision as at 1 July 1,135 1,801

Impairment (reversal)/loss on trade receivables(3) (231)

Amounts written off(72) (4 3 5)

Provision as at 30 June 1,060 1,135


66Steel & Tube Annual Report 2025

B3: Trade and Other Payables
Trade and other payables ($000s)

Employee benefits

Accrued expenses and

other payables

Trade payables

$41,022

2024

31,596

6,1 0 7

3,319

$47,875

2025

33,109

5,370

4,407

4,989

Contingent

consideration liability

(refer Note C5)

The carrying amounts of the above items are equivalent to their fair values and subsequently measured at amortised cost using

the effective interest method, with the exception of the contingent consideration liability. The contingent consideration liability

is measured at FVTPL (refer to Note E1 for recognition details). Trade and other payables are classified into current and non-

current portions based on their contractual maturity. As at 30 June 2025, a balance of $42.4m (2024: $41m) is classified as current,

representing obligations due within 12 months after the reporting date and a balance of $5.5m (2024: nil) is classified as non-current,

representing obligations due beyond 12 months.

67Steel & Tube Annual Report 2025

Notes to the Financial Statements
For the year ended 30 June 2025

This section includes details of the group's long term assets including tangible and intangible assets and related capital commitments.

C1: Property, Plant and Equipment

Key Policy

Plant and equipment are stated at cost less accumulated depreciation. Assets are tested annually for indicators of impairment

and adjusted if required.

Depreciation is charged on a straight-line basis over the estimated useful lives of the assets. This allocates the cost of an asset,

less any residual value, over its estimated remaining useful life. The residual values and useful lives are reviewed annually.

The estimated useful lives are as follows:

Plant, machinery and motor vehicles 3 – 20 years

Furniture, fittings and equipment 2 – 10 years

Gains and losses on disposals are determined by comparing proceeds with carrying amounts and are included in profit or loss.

Plant, machinery

& vehicles at cost

Furniture, fittings

& equipment

at costTotal

2025

Notes

$000 $000 $000

Opening cost 93,496 21,163 114,659

Opening accumulated depreciation(56,849) (17,800) (74,6 49)

Opening net book value 36,647 3,363 40,010

Additions 5,710 319 6,029

Acquired through business combinationC5 4,048 59 4,107

Disposals(101) - (101)

Depreciation(3,881) (1,0 96) (4,9 7 7)

Closing net book value 42,423 2,645 45,068

Comprised of:

Cost or fair value 102,422 21,325 12 3,747

Accumulated depreciation(59,9 9 9) (18,680) (78,679)

Property, plant and equipment 42,423 2,645 45,068

2024

Opening cost 88,624 20,539 10 9,16 3

Opening accumulated depreciation(56,74 0) (16,7 76) (7 3, 5 16)

Opening net book value 31,884 3,763 35,647

Additions 8,482 763 9, 24 5

Disposals(241) - (241)

Depreciation(3,478) (1,163) (4,6 41)

Closing net book value 36,647 3,363 40,010

Comprised of:

Cost or fair value 93,496 21,163 114,659

Accumulated depreciation(56,8 49) ( 1 7, 8 0 0) (74,6 49)

Property, plant and equipment 36,647 3,363 40,010

Included within the plant, property and equipment categories is capital work in progress totalling $4.2m (2024: $4.4m).

FIXED CAPITAL

SECTION C

68Steel & Tube Annual Report 2025

C2: Intangibles
Goodwill

Software &

Licences

Brand &

Trademarks

Customer

RelationshipsTotal

2025Notes$000 $000 $000 $000 $000

Opening cost 51,9 3 2 31,708 443 2 ,941 8 7,0 2 4

Opening accumulated amortisation and impairment(4 7,1 7 1) (24,618) (382) (2,188) (74, 3 59)

Opening net book value 4,761 7,0 9 0 61 753 12,665

Additions - 1,109 366 - 1,475

Acquired through business combination

C5

23,316 - 9,78 8 9,527 42,631

Amortisation charge - (1,90 4) (28) (2 20) (2,152)

Closing net book value 28,077 6,295 10,187 10,060 54,619

Comprised of:

Cost 75,248 32,817 10,597 12,468 131,130

Accumulated amortisation and impairment(4 7,1 7 1) (26, 522) (41 0) (2,408) (76, 511)

Closing net book value 28,077 6,295 10,187 10,060 54,619

2024

Opening cost 5 1,9 3 2 30,624 443 2,941 8 5 ,94 0

Opening accumulated amortisation and impairment(4 7,1 7 1) (2 2,84 8) (3 51) (2,047) (72,417)

Opening net book value 4,761 7, 7 76 92 894 13,523

Additions - 1,084 - - 1,084

Amortisation charge - (1,7 70) (31) (141) (1,942)

Closing net book value - 7, 0 9 0 61 753 12,665

Comprised of:

Cost 5 1,9 3 2 31,708 443 2,941 87,024

Accumulated amortisation and impairment(4 7,1 7 1) (24,618) (382) (2,188) (74, 3 59)

Closing net book value 4,761 7, 0 9 0 61 753 12,665

Goodwill recognised in the current financial year relates to the goodwill arising from the acquisition of Perry Metal Protection.

Included within the intangibles categories is capital work in progress totalling $0.5m (2024: $1.5m).

69Steel & Tube Annual Report 2025

Key Policy
Goodwill is recognised on a business combination and represents the excess of the acquisition cost over the fair value of the

acquired net assets. Goodwill is allocated to cash-generating units, tested annually for impairment, or more frequently if

events or circumstances indicate it may be impaired, and is carried at cost less accumulated impairment losses.

Computer software and licences are capitalised on the basis of costs incurred to acquire and use the specific licences and

are amortised on a straight-line basis over their estimated useful lives of 3 to 10 years. Computer software and licence

amortisation charges are included in other operating expenses.

Customer relationships are capitalised at fair value on acquisition date and are amortised on a straight-line basis over their

estimated useful lives of between 10 to 20 years. Amortisation charges are included in operating expenses.

Brands are considered to have an indefinite useful life when there is no foreseeable limit to the period over which the

brands are expected to generate net cash flows. These are held at cost and are not amortised but are subject to an annual

impairment test. Trademarks and patents are capitalised on the basis of costs incurred to acquire and use the specific

licences and are amortised on a straight-line basis over their estimated useful lives of 5 to 10 years.

Software as a Service arrangements are service contracts providing the group with the right to access the cloud provider’s

application software over the contract period. As such, the group does not receive a software intangible asset at the

contract commencement date. For SaaS arrangements, the group assesses if the contract will provide a resource that it can

‘control’ to determine whether an intangible asset is present. If the group cannot demonstrate control of the software, the

arrangement is deemed a service contract and any implementation costs including costs to configure or customise the cloud

provider’s application software are recognised as operating expenses when incurred.

Where the SaaS arrangement supplier provides both configuration and customisation services, judgement has been applied

to determine whether each of these services are distinct or not from the underlying use of the SaaS application software.

If distinct, such costs are expensed as incurred when the services is provided. If not distinct, such costs are expensed over

the SaaS contract term. In implementing SaaS arrangements, the group has incurred customisation costs which creates

additional functionality to a cloud based software. Management has determined that it has rights to the intellectual property

and has owned the developed software which meets the definition and recognition criteria for an intangible asset.

Cost incurred for the development of software that enhances or modifies, or creates additional functionality to an

on-premise software that meets the definition and recognition criteria of intangible assets are recognised as intangible

assets. When these costs are recognised as intangible software assets they are amortised over the useful life of the software

on a straight line basis.

Key Judgement - Impairment Testing

NZ IAS 36 Impairment of Assets (NZ IAS 36) requires the group to assess at the end of each reporting period for any indicators

of impairment and also to test the recoverable amount of the group’s assets against its carrying value to assess whether there

is any indication that an asset may be impaired. The recoverable amount is the higher of an asset’s fair value less costs of

disposal (FVLCD) and value-in-use (VIU).

As at 30 June 2025, the group's market capitalisation was $130.4m and the carrying value of its net assets was $182.3m.

Accounting standards consider this to be an indicator of impairment. The market capitalisation value excludes any control

premium and may not reflect the value of 100% of the group’s net assets.

For the purpose of assessing impairment, assets are grouped in the smallest identifiable group of assets that generates cash

inflows that are largely independent of the cash inflows from other assets or groups of assets (cash generating unit or CGU),

which as at 30 June 2025 were identified as being Distribution, Reinforcing/CFDL, Rollforming and Galvanizing.

70Steel & Tube Annual Report 2025

To complete the impairment testing, management assessed the recoverable amount of each of the CGU of which goodwill,
property plant and equipment and finite life intangible assets have been allocated by undertaking a VIU calculation for

each of the CGUs. A VIU calculation is a valuation based on forecast cash flows. These forecast cash flows are discounted

back to present value to estimate a value for the CGU. If the VIU exceeds the carrying value of the assets, no impairment is

recognised. The recoverable amounts of the CGU were estimated based on the following key assumptions:

Key AssumptionsDistributionReinforcing/CFDLRollforming

Revenue growth (FY26 to FY30 CAGR)8.0%8 .9 %8.7%

Gross margin growth (FY26 to FY30 CAGR)11.5%10.9 %11.4%

Discount rate (post tax)11.0%11.0%11.0%

Discount rate (pre tax)14.4%14.6%13 .9 %

CAGR represents the compound annual growth rate

Future cash flows were projected for 5 years and a terminal growth rate of 2% was applied to 2030 and thereafter. Key

assumptions for earnings are based on the board approved budget for the FY26 period with the forecast period growth

rates applied over the remaining forecast period (2027 to 2030). The 2026 budget assumption is largely based on earnings

returning to levels evidenced in 2021 to 2023 as well as other strategic initiatives.

The acquisition of Perry Metal Protection during the financial year has given rise to the recognition of goodwill. This goodwill

was allocated to the Galvanizing CGU and requires an impairment test to be completed annually. The VIU model for the

Galvanizing CGU uses a 5-year cashflow period. The board approved budget was used for the FY26 period with the forecast

period growth rates applied over the outer years (2027 to 2030). The revenue and gross margin growth rates (FY26 to FY30

CAGR) used for Galvanizing CGU is 5.6%. The discount rate (post tax) used is 11%.

The forecast cash flows in the valuation of the three CGUs above are sensitive to a reasonable possible change in the key

assumptions used. The group has conducted analysis of the sensitivity of the impairment test to changes in key assumptions

used to determine the recoverable amounts for the applicable CGUs. Change in individual assumptions, while keeping all

other assumptions constant which results in the recoverable value to equate to the carrying value is shown in the sensitivity

analysis below:

Key Assumptions

Input required for the VIU to equate to the carrying value

DistributionReinforcing/CFDLRollforming

Revenue growth (FY26 to FY30 CAGR)7. 2 %7. 2 %7. 8 %

Gross margin growth (FY26 to FY30 CAGR)10.8%9. 3 %10.5%

Discount rate (post tax)12.1%13.6%12.5%

Sensitivity analysis was undertaken which concluded that the Galvanizing results are not particularly sensitive to changes in

the underlying assumptions.

The group has also calculated the recoverable amount of the CGUs using the FVLCD method. The resulting outcome of the

FVLCD calculations have shown a higher headroom between the recoverable amount and carrying value when compared to

the VIU method. The group concluded that the recoverable amount of each of the CGU were higher than their respective

carrying values and therefore no impairment was considered necessary at 30 June 2025.

The group has also concluded that no reversal of the previous impairment of intangible assets should be made following an

assessment that previous assumptions applied remain consistent in the current period.

71Steel & Tube Annual Report 2025

C4: Leases
Leases

Under NZ IFRS 16 Leases, the group recognises right-of-use assets and lease liabilities for a number of categories of operating leases,

including:

• Property leases - the group has a variety of property leases across its national network of branches and processing facilities. Where

the group has entered into sub-leases in respect of its property leases, each sub-lease will be assessed under the standard to

determine if it qualifies as a finance lease or an operating lease under NZ IFRS 16

• Motor vehicle leases - the group leases motor vehicles for staff use in sales and day-to-day operations

• Equipment leases - the group leases certain equipment for use in its distribution, manufacturing and warehousing activities. This

includes material handling equipment such as forklifts and pallet trucks

• Other leases - other leases includes the lease of assets such as IT equipment, photocopiers and other plant or office equipment

On inception of a new lease, the lease liability is measured at the present value of the remaining lease payments, discounted using the

group’s incremental borrowing rate at that date. The right-of-use assets are measured at an amount equal to the lease liability, and

are depreciated over the estimated remaining lease term on a straight-line basis. The group presents the right-of-use assets and lease

liabilities separately on the face of the Balance sheet.

The group has utilised the recognition practical expedients specified in NZ IFRS 16 in respect of short-term and low value leases where

appropriate, as well as the use of a single discount rate to a portfolio of leases with reasonably similar characteristics.

The right-of-use assets are depreciated over a period of 1 to 17 years.

Key Judgement – Impairment Testing on Right-Of-Use Assets

The group has assessed for any indicators of impairment on its right-of-use assets for the financial year ended 30 June 2025.

The group has re-assessed the assumptions used for the previously impaired sites with longer term leases (> 3 years) based on

current market outlook and consideration over the sites' space utilisation in line with the group's network strategy. Based on

the assessment performed, no reversal of impairment was recognised for the current year (2024: nil).

C3: Commitments

Capital commitments

The group has contractual commitments of $0.4m (2024: $1.9m) for purchase of plant and equipment.

72Steel & Tube Annual Report 2025

The below outlines the recognised right-of-use assets and corresponding lease liabilities by the group as at 30 June 2025:
PropertiesMotor VehiclesEquipmentTotal

Notes$000$000$000$000

Right-of-use assets at 1 July 2024 89,215 4,258 1,864 95,337

Additions to right-of-use assets 4,529 1,603 2,651 8,783

Acquired through business combination

C5

14,009 - 1,192 15,201

Depreciation(13,737) (1,685) (907) (16,329)

Disposals(1,033) (11) (15 4) (1,198)

Total right-of-use assets at 30 June 2025 9 2 ,98 3 4,165 4,646 101,794

PropertiesMotor VehiclesEquipmentTotal

$000$000$000$000

Right-of-use assets at 1 July 2023 78,347 3,849 709 8 2 ,90 5

Additions to right-of-use assets 26,848 2,106 1,621 30,575

Depreciation(13,417) (1, 5 16) (330) (15,263)

Disposals(2,563) (181) (13 6) (2,880)

Total right-of-use assets at 30 June 2024 89,215 4,258 1,864 95,337

A portion of the group's right-of-use assets is being used for sub-lease which would meet the definition of an investment


property under NZ IAS 40 Investment Property. The portion recognised as investment property for the current financial year

is $1.3m (2024: $1.5m). Income from sub-leasing right-of-use assets for the year ended 30 June 2025 was $0.1m (2024: $0.1m).

Amounts recognised as lease liabilities are presented below.

Lease liability maturity analysis

PrincipalInterestGross

2025$000$000$000

Between 0 to 1 year 1 7,9 6 8 5,974 2 3 ,942

Between 1 to 5 years 56,311 16,613 7 2,9 24

More than 5 years 45,166 8,001 53,167

Lease liabilities as lessee 119,4 4 5 30,588 150,033

2024

Between 0 to 1 year 14,367 6,023 20,390

Between 1 to 5 years 53,466 16,233 69,699

More than 5 years 44,160 7, 5 3 5 51,695

Lease liabilities as lessee 111,993 29,791 141,784

73Steel & Tube Annual Report 2025

C5: Business Combinations
The group accounts for business combinations when it obtains control of either an entity, or a group of assets and liabilities which

constitute a business. The group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with

the entity and has the ability to affect those returns through its power over the entity.

Acquisition of Perry Metal Protection

On 1 May 2025, the group acquired the assets of Perry Metal Protection Limited and WSB Hamilton Limited (known collectively as

Perry Metal Protection), one of New Zealand's largest hot dip galvanizers. In addition to the galvanizing business, the acquisition also

includes smaller grating and sandblasting businesses. The acquisition significantly strengthens the group's offering and provides its

customers access to a seamless, end-to-end steel solution, from sourcing and processing to premium corrosion protection solutions.

Both the group and Perry Metal Protection have highly aligned customer bases, which creates cross-selling and growth opportunities

and is aligned to the group's strategy to selectively invest in high value services and products.

For the year ended 30 June 2025, Perry Metal Protection contributed revenue of $5.5m and earnings before interest and tax (EBIT)

of $1.4m. If the acquisition had occurred on 1 July 2024, management estimates that Perry Metal Protection would have contributed

revenue of $32.7m and EBIT of $9.0m. In determining these amounts, management has assumed that the fair value adjustments that

arose on date of acquisition would have been the same if the acquisition had occurred on 1 July 2024.

Consideration transferred

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired.


Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately.

Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

The following table summarises the acquisition date fair value of the total consideration transferred:

$000

Cash 30,243

Equity instruments (15,476,755 shares) 11,298

Contingent consideration 4,897

Total consideration transferred 46,438

i. Equity instruments issued

The fair value of the ordinary shares issued was based on the listed share price of the group at 1 May 2025 of $0.73 per share.

ii. Contingent consideration

The group has agreed to pay the selling shareholders a potential additional consideration (being 70% in cash and 30% in newly issued

equity) in two to three years from the acquisition completion date. This is based on meeting the performance targets set. Assuming

all targets are met, the maximum contingent consideration payable is $6m in cash and shares.

The group has included $4.9m as contingent consideration, which represents its fair value at the date of acquisition.

Acquisition related costs

The group incurred acquisition-related costs of $0.6m and integration costs of $0.3m. The acquisition-related costs include legal fees

and due diligence costs. These costs have been included in ‘operating expenses’.

74Steel & Tube Annual Report 2025

Identifiable assets acquired and liabilities assumed
The following table summarises the fair values of assets acquired and liabilities assumed at the date of acquisition:

Notes$000

Property, plant and equipment

C1

4,107

Intangible assets

C2

19, 3 15

Inventories 5,797

Right-of-use assets C4 15,201

Prepayments 7

Accruals and other payables(396)

Deferred tax liabilitiesA5(5,408)

Lease liabilitiesC4(15,201)

Site restoration provision(300)

Total identifiable net assets acquired 23,122

Measurement of fair values

The valuation techniques used for measuring the fair value of material assets acquired were as follows:

Assets acquiredValuation technique

Intangible assetsCustomer relationships: The multi-period excess earnings method

The multi-period excess earnings method considers the present value of net cash flows expected

to be generated by the customer relationships, and excludes any cash flows related to contributory

assets.

Brand: Relief-from-royalty method

The relief-from-royalty method considers the discounted estimated royalty payments that are

expected to be avoided as a result of the brand being owned.

Goodwill recognised

Goodwill arising from the acquisition has been recognised as follows:

Notes$000

Consideration transferred 46,438

Fair value of identifiable net assets 23,122

Goodwill

C2

23,316

The goodwill is mainly attributable to the skills and experience of Perry Metal Protection’s workforce and the synergies expected to

be achieved from integrating Perry Metal Protection into the group’s business. None of the goodwill recognised is expected to be

deductible for tax purposes.

Key Judgement - Identification and valuation of identifiable assets and liabilities

The group has identified the assets acquired and liabilities assumed at acquisition date, and measured these at their

acquisition date fair values.

Management has applied judgement in relation to both identifying and valuing these assets and liabilities; specifically in

respect to the identification and measurement of the separately identifiable intangible assets, being the brand and customer

relationships.

75Steel & Tube Annual Report 2025

Notes to the Financial Statements
For the year ended 30 June 2025

This section includes details of the group's cash, borrowings and capital reserves which provide funds for current and future activities.

D1 : Borrowings

20252024

$000$000

Trade Loan facility – current20,000 -

Revolving Term Advance facility – non current30,000-

Bank Loans50,000-

Key Policy

Borrowings are recognised initially at fair value and net of transaction costs incurred. Borrowings are subsequently stated at

amortised cost and any difference between the net proceeds and redemption value is recognised in profit or loss over the

period of the borrowings using the effective interest method. The movement in borrowings shown in the Statement of Cash

Flows is the net of repayments and drawdowns of borrowings. Borrowings are classified as current liabilities if there is no right

to defer settlement for greater than 12 months. The group is required to comply with certain financial covenants.

The group has in place committed bank borrowing facilities of $80m, comprising a $20m Revolving Cash Advance facility and a $30m

Revolving Term Advance facility with an expiry date of 4 August 2026, and a $30m Trade Loan facility with no expiry date and has

the effect of being repayable on demand. The interest rate is variable with reference to a base rate (BKBM bid rate) plus a margin.

Borrowing facilities arranged with the group’s banking partner can be drawn at any time, subject to meeting the terms of the group’s

Facility Agreement.

Both facilities are subject to compliance with covenants based on earnings and net debt tested periodically across the next twelve

months. If certain of these covenants are breached, they may render the Revolving Term Advance Facility payable on demand.

The group had no events of review or default as at 30 June 2025. Accordingly, the Revolving Term Facility is classified as non-current

at 30 June 2025 because the group has an existing right to defer settlement for a period at least 12 months after the reporting

period.

Subsequent to year end, the group has agreed revised covenants with its banking partner. The group expects to meet these revised

covenants in the upcoming financial year.

The group expects to negotiate new bank borrowing facilities when the current facilities expire.

FUNDING

SECTION D

76Steel & Tube Annual Report 2025

D2: Net Debt Reconciliation
Cash and cash

equivalentsBorrowingsLease liabilitiesTotal

$000$000$000$000

Net debt as at 1 July 2024 8,699 - (111,993) (103, 294)

Cash flows 5,039 (50,000) 15,259 (2 9,70 2)

Non-cash movements - - (22 ,711) (22 ,711)

Net debt as at 30 June 2025 13,738 (50,000) (119,4 4 5) (155,707)

Net debt as at 1 July 2023 6,481 - (9 9,426) (9 2,94 5)

Cash flows 2,218 - 15,148 17,366

Non-cash movements - - ( 2 7, 7 1 5 ) ( 2 7, 7 1 5 )

Net debt as at 30 June 2024 8,699 - (111,993) (103,294)

D3: Share Capital

The group’s capital includes share capital, treasury shares, reserves and retained earnings. The objectives for managing capital are to

safeguard the group’s ability to continue as a going concern, to provide returns and benefits for shareholders and other stakeholders

and to maintain a strong capital base for investor, creditor and market confidence. The group may adjust the dividends paid to

shareholders, return capital to shareholders, issue new shares or sell assets to maintain or adjust its capital structure.

Capital Structure Policy Targets

The group’s formal capital structure targets are as follows:

1. Net Debt: EBITDA less than 2.0x

2. Gearing ratio less than 30 – 35%

3. Dividend pay-out of between 60% – 80% of Net Profit After Tax (NPAT) adjusted for any significant non-trading items

2025 2024 2025 2024

Note$000 $000 SharesShares

Fully paid:

Balance at the beginning of the year 155,127 1 5 7,1 6 8 167,385,923 166,827,665

Dividend reinvestment plan 233 - 246,347 -

Employee share schemes

E5 285 834 523,010 1,507,307

Shares issued relating to business combinationC5 11,298 - 15,476,755 -

Costs of issuing share capital C5(22) - - -

Movement in treasury shares - (2,896) - (972,849)

Shares gifted to employees - 21 - 23,800

Balance at the end of the year 16 6,9 21 155,127 183,632,035 1 6 7, 3 8 5 ,9 2 3

Ordinary shares are classified as equity. The holders of ordinary shares are entitled to receive dividends declared from time to time and

to one vote per share at meetings of the company.

On 1 May 2025, the company issued 15,476,755 ordinary shares as part of the consideration for the purchase of the business and assets of

Perry Metal Protection Limited and WSB Hamilton Limited. Directly attributable costs were deducted from equity.

2025 2024 2025 2024

Treasury shares$000 $000 SharesShares

Balance at the beginning of the year - 2,896 - 972,849

Shares issued to employees - (2,896) - (972,849)

Balance at the end of the year - - - -

Treasury shares are unallocated company shares held by the Trustee of the Executive Share Plan 2003 and are recognised as a reduction

in shareholders’ funds of the group. There was no movement in treasury shares during the year.

77Steel & Tube Annual Report 2025

Notes to the Financial Statements
For the year ended 30 June 2025

This section contains additional notes and disclosures which do not form part of the primary sections but which are required to

comply with financial reporting standards:

• Financial instruments

• Provisions

• Contingent liabilities

• Auditor remuneration

• Related party and share based plans

• Subsequent events

• Other accounting policies

E1: Financial Instruments

Classification and subsequent measurement

On initial recognition, a financial asset is classified as subsequently measured at amortised cost, FVOCI (fair value through other

comprehensive income) or FVTPL (fair value through profit or loss). Financial assets are not reclassified subsequent to their initial

recognition unless the group changes its business model for managing financial assets, in which case all affected financial assets are

reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as FVTPL:

• It is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the

principal amount outstanding

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as FVTPL:

• It is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets;

and

• Its contractual terms give rise on specified dates to cash flows that are SPPI on the principal amount outstanding

All financial assets not classified as measured at amortised cost or FVOCI are measured at FVTPL. This includes all derivative financial

assets. Purchases and sales of financial assets are recognised on the date the group has committed to the transaction. Derecognition

of financial assets occurs when the rights to receive cash flows have expired or the group has transferred substantially all the risks and

rewards of ownership.

Financial liabilities are measured at amortised cost or FVTPL. A financial liability is measured at FVTPL if is classified as held-for-trading,

it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains

and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at

amortised cost under the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit

or loss. Any gain or loss on derecognition is also recognised in profit or loss.

The group classifies its trade and other receivables and cash and cash equivalents as being measured at amortised cost, including

any expected credit loss allowance provisions. They are included in current assets, except for those with maturities greater than 12

months after the end of the reporting period, these are classified as non-current assets. The group classifies its loan receivable as

being measured at FVTPL, as it does not meet the criteria for amortised cost or FVOCI. The asset is subsequently measured at fair

value. Net gains and losses, including any interest or dividend income, are recognised in the profit or loss.

Derivatives are measured at fair value. The portion of any fair value movement that is an effective hedge is measured in other

comprehensive income, but any ineffective portion is included in profit or loss.

OTHER

SECTION E

78Steel & Tube Annual Report 2025

Accounting classification of financial instruments
2025

Financial assets

at amortised

cost

Financial

liabilities at

amortised cost

Derivatives for

hedging at fair

value

Financial assets

at fair value

through profit

or loss

Financial

liabilities at fair

value through

profit or loss

Cash and cash equivalents 13,738 - - - -

Trade and other receivables excluding prepayments 5 7,1 3 7 - - - -

Derivative financial instruments - - 1 - -

Loan receivable - - - 1,624 -

Total financial assets 70,875 - 1 1,624 -

Borrowings - 50,000 - - -

Trade and other payables - 47,875 - - -

Derivative financial instruments - - 1,069 - -

Lease liabilities - 119,4 4 5 - - -

Contingent consideration liability - - - - 4,989

Total financial liabilities - 2 1 7, 3 2 0 1,069 - 4,989

2024

Cash and cash equivalents 8,699 - - - -

Trade and other receivables excluding prepayments 56,464 - - - -

Derivative financial instruments - - 55 - -

Loan receivable - - - 1,532 -

Total financial assets 65,163 - 55 1,532 -

Borrowings - - - - -

Trade and other payables - 41,022 - - -

Derivative financial instruments - - 170 - -

Lease liabilities - 111,993 - - -

Total financial liabilities - 153,015 170 - -

Measurement of fair values

The following table shows the valuation techniques used in measuring Level 2 and Level 3 fair values for financial instruments in the

balance sheet, as well as the significant unobservable inputs used.

Ty p eValuation technique

Significant


unobservable inputs

Inter-relationship between

significant unobservable inputs

and fair value measurement

Contingent

consideration

Discounted cash flows: The

valuation model considers the

present value of the expected

future payments, discounted

using a risk-adjusted discount

rate

Expected cash flows

(30 June 2025: $6.0m)

Risk-adjusted discount rate


(30 June 2025: 10.2%)

The estimated fair value would

increase/(decrease) if:

• The expected cash flows were

higher/(lower); or

• The risk-adjusted discount

rate were lower/(higher)

Derivative financial

instruments (Forward

exchange contracts)

Forward pricing: The fair value

is determined using forward

exchange rates that are quoted

in an active market at the

reporting date

Not applicableNot applicable

Cash and cash equivalents comprise cash in bank balances and cash on hand. Loan receivable includes an equity option and is

measured at fair value, based on unobservable inputs.

79Steel & Tube Annual Report 2025

Financial risk management
The group is exposed to financial risk: market risk, credit risk and liquidity risk.

The group’s Treasury Policy is approved by the board and is reviewed every three years. The Treasury Policy establishes principles and

risk tolerance levels to guide management in carrying out risk management activities to minimise potential adverse effects on the

financial performance of the group. Compliance with policy is monitored and reviewed on a monthly basis.

i. Market risk

Market risk is the risk that changes in market price (e.g. foreign exchange rates and interest rates) will affect the group's income or the

value of its holdings of financial instruments. The object of market risk management is to manage and control market risk exposures

within acceptable parameters, while optimising the return.

Foreign exchange risk

The group is exposed to foreign exchange risk arising mainly from overseas purchases of inventory. In accordance with its Treasury

Policy, all committed overseas purchase orders are hedged using forward foreign exchange contracts where payment is made in

a foreign currency. The group qualifies for hedge accounting. All of the forward exchange contracts have maturities of less than

one year at the balance date. The effective portion of the changes in fair value is recognised in other comprehensive income and

accumulated in the hedging reserve in equity as described in section E7.

As at balance date, foreign exchange contracts recorded as assets were $0.001m (2024: $0.05m) and as liabilities were $1.07m (2024:

$0.17m). The notional value of foreign exchange contracts in place as at 30 June 2025 totalled $24.4m (2024: $20.45m). The fair value of

the foreign currency forward exchange contracts is as shown on the Balance Sheet.

The following table summarises the sensitivity of the group to foreign exchange risk. There would be no impact on profit or loss, as

the group qualifies for hedge accounting and all hedges are 100% effective at balance date. A sensitivity of +/- 5% has been selected

against foreign currencies (primarily US dollar). The group believes that this is reasonably possible given the exchange rate volatility

observed on a historical basis. All variables other than the applicable exchange rates are held constant:

2025 2024

NZ$m-5%+5%-5%+5%

Foreign exchange rate change

Impact on hedging reserves (within equity) (1.05) 1.29 (0.94) 1.10

Interest rate risk

Interest rate risk is the risk that the value of the group’s assets and liabilities will fluctuate due to changes in market interest rates.

The group is exposed to interest rate risk through its drawings under the Group’s bank borrowing facilities at variable interest rates.

During the year ended 30 June 2025, if bank interest rates had been 100 basis points higher/lower with all other variables held

constant, it would change post-tax profit for the year by $0.3m lower/higher (2024: $nil).

ii. Credit risk

The group is exposed to the risk of customers being unable to pay their debts as they fall due. The maximum exposure is the total

value of these balances. Customers who trade on credit terms are subject to credit verification procedures and credit limits are set for

each customer. The group’s credit policy is monitored regularly. In some circumstances, security over assets may be obtained from

trade receivables to mitigate the risk of default. There are no significant concentrations of credit risk in the current or prior years.

The group also has credit risk in respect of financial institutions that hold the group’s cash. These institutions have credit ratings of AA-.

iii. Liquidity risk

The group manages its liquidity risk by maintaining availability of sufficient cash and funding via an adequate amount of committed

bank borrowing facilities. Owing to the nature of the underlying business, the group aims to maintain funding flexibility through

committed credit lines. The group monitors actual and forecast cash flows on a regular basis and rearranges credit facilities where

appropriate.

The table below summarises the group’s financial liabilities and derivative financial instruments into maturity groupings based on


the remaining period from balance date to the contractual maturity date. The amounts disclosed are the contractual undiscounted

cash flows.

80Steel & Tube Annual Report 2025

Contractual cash flows
2025

Carrying

value

$000

6 months

or less

$000

6 to 12

months

$000

1 to 3

years

$000

Total

$000

Borrowings 50,000 20,000 - 30,000 50,000

Trade payables & accruals 47,875 42,371 - 5,504 47,875

Cash flow hedging of derivatives:

Outflow 24,398 24,398 - - 24,398

Inflow(23,330) (23,330) - - (23,330)

98,943 63,439-35,504 98,943

2024

Trade payables & accruals 41,022 41,022 - - 41,022

Cash flow hedging of derivatives:

Outflow 20,445 20,445 - - 20,445

Inflow(20, 330) (20, 330) - - (20, 330)

41,137 41,137 - - 41,137

E2: Provisions

Restructure

Provision

Make Good

Provision

Other

ProvisionsTotal

Note$000 $000 $000 $000

Opening balance as at 1 July 2024 452 1,538 444 2,434

Additions - 80 - 80

Assumed in a business combination C5 - 300 - 300

Used(45 2) - (3 51) (803)

Unutilised - (135) - (135)

Closing balance as at 30 June 2025 - 1,783 93 1,876

Current - 154 93 247

Non Current - 1,629 - 1,629

Closing balance as at 30 June 2025 - 1,783 93 1,876

Key Policy

Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event. This

occurs when it is probable that a cost will be incurred to settle the obligation and a reliable estimate can be made of that

obligation. Where material, provisions are determined by discounting the expected cash flows at a pre-tax rate that reflects

current market assessments of the time value of money. Where discounting is used, the increase in the provision due to the

passage of time is recognised as an expense.

• Make Good Provision on existing tenanted properties - no costs relating to make good activities were undertaken during the

current financial year. Actual payment dates and costs will be known once each lease reaches its expiry date

• Other Provisions - relates to a provision for committed health & safety costs expected to be incurred within the next 12 months

81Steel & Tube Annual Report 2025

E3: Contingent Liabilities
Indemnities given to the group’s banking partner in respect of performance bonds were $0.6m (2024: $0.9m) at balance

date and were transacted in the ordinary course of business. These relate to performance guarantees held primarily for the

construction contracts entered into by the group.

E4: Auditor Remuneration

20252024

Fees paid to auditors (KPMG)$000 $000

Audit or review of financial statements

Audit of financial statements439426

1

Review of financial statements6565

Other services

Pre-assurance for Greenhouse Gas Emission disclosure-39

Total fees for services provided by KPMG 504 530

1

Including $30k relating to the FY23 audit

82

Steel & Tube Annual Report 2025

E5: Related Party and Share Based Plans
The group has related party relationships with its controlled entities and with key management personnel.

The subsidiaries in the group are:

2025 2024

SubsidiariesPrincipal ActivityBalance DateHoldingHolding

Composite Floor Decks Holdings LimitedNon-trading30 June100%100%

Studwelders LimitedNon-trading30 June100%100%

S & T Plastics LimitedNon-trading30 June100%100%

S & T Stainless LimitedNon-trading30 June100%100%

Manufacturing Suppliers LimitedNon-trading30 June100%100%

Composite Floor Decks LimitedFloor Decking Installer30 June100%100%

Steel & Tube Galvanising Limited

1

Galvanizing employment company30 June100%100%

1

Previously known as Steel & Tube New Zealand Limited. Name was changed to Steel & Tube Galvanising Limited on 21 March 2025

2025 2024

Transactions with Key Management Personnel$000 $000

Short-term benefits 4,9 76 4,466

Share-based benefits (accounting expense) 504 425

5,479 4,891

The key management personnel are the non-executive directors and executive management. Included in short term benefits are

directors’ fees of $0.6m (2024: $0.6m). The aggregate value of sales and purchases transacted with key management personnel in the

current financial year amounts to $10k (2024: $3k) and $8k (2024: nil) respectively.

Other Transactions with Related Parties

Certain directors, shareholders and management have relevant interests in a number of companies with which the group has

transactions in the normal course of the business. A number of the group's directors are also non-executive directors of other

companies, and a register of directors' interests is maintained. Any transactions undertaken with these entities have been entered

into in the normal course of business.

Certain directors and management hold shares in the group and receive dividends in the normal course of business.

83Steel & Tube Annual Report 2025

Performance Rights Plan 2017
In February 2018, a new Executive share plan was approved by the board, known as the Performance Rights Plan 2017 (PRP).


The performance period for this scheme runs for 3 years and comprises two performance conditions (50% each) as follows:

a) The Benchmark Comparator (BC) ranks the company’s Total Shareholder Return (TSR) relative to the TSR of the NZX 50 Index

securities

• Where the company TSR equals the 50th percentile TSR of the Index Companies over the Performance Period, 50% of (BC)

Performance Rights will vest

• Where the company TSR equals or exceeds the 75th percentile TSR of the Index Companies over the Performance Period, 100%

of (BC) Performance Rights will vest

• Where the company’s TSR over the Performance Period exceeds the 50th percentile TSR of the Index Companies but does not

reach the 75th percentile, then between 50% and 100% of the (BC) Performance Rights, will vest as determined on a linear pro-

rata basis

b) The Absolute Comparator (AC) ranks the company’s TSR relative to the company’s Cost of Equity (CoE) plus a premium of 2%

annualised and compounding

• Where the company TSR is less than or equal to CoE, no (AC) Performance Rights will be vested

• Where the company TSR is equal to or greater than CoE + 2%, 100% of (AC) Performance Rights will vest

• Where the company TSR is greater than CoE but less than (CoE) + 2%, then between 50% and 100% of the (AC) Performance

Rights will vest as determined on a linear pro-rata basis.

Performance Rights are only able to be exercised after completion of the three year performance period, providing and only to the

extent that the performance conditions, and other relevant service and non-market performance conditions, have been satisfied.

Any Benchmark and Absolute Comparator Performance Rights that do not vest at the Measurement Date will lapse.

During the year the following movements of rights to shares occurred in accordance with the rules of the share plans:

No. of Rights

Available

No. of Rights

Available

20252024

Opening balance 3,046,283 3,458,505

New shares granted 1,582,702 1,336,818

Rights forfeited(10,9 16) (241,733)

Rights vested(52 3,010) (1,507,307)

Rights lapsed(523,005) -

To t a l 3,572,054 3,046,283

Rights Performance Conditions Start DateExpiry date

Issue date

fair value

Total Rights

Issued

Rights

Available

30 June 2025

Rights

Available

30 June 2024

7 September 2021 – Tranche 50 7/0 9/ 2 0 24$1.15 1,353,114 - 1,046,015

5 September 2022 – Tranche 605/09/2025$1.43 975,896 7 5 7, 5 8 8 7 5 7, 5 8 8

4 September 2023 – Tranche 70 4/09/2026$1.10 1,336,818 1,231,764 1,242,680

9 September 2024 – Tranche 809/09/202 7$ 0.98 1,596,019 1,582,702 -

To t a l 5,261,847 3,572,054 3,046,283

Weighted average remaining contractual life of options outstanding at end of period 1.40 1.23

2025 2024

$000 $000

Share-based benefits (accounting expense) 670 524

84Steel & Tube Annual Report 2025

The fair value of rights is determined using a Monte Carlo share price simulation model. The significant inputs into the model for
shares granted during the period were the market share price at grant date, an exercise price of zero (as shares are issued to the

employees at nil consideration on vesting), volatility of 26.7%, expected option life of between 1 and 3 years and an annual risk free

interest rate of 3.8%. Volatility has been calculated based on the annualised volatility for the three years prior to the rights issue.

Key Policy

The Performance Rights Plan 2017 is considered to be an equity settled scheme under NZ IFRS 2 Share-based Payment and

the vesting conditions for the scheme include both service and performance conditions.

Performance Rights Plan 2017

The cost associated with this plan is measured at fair value at grant date and is recognised as an expense in profit or loss over

the vesting period, with a corresponding entry to the reserve in equity. The estimate of the number of rights for which the

service conditions are expected to be satisfied is revised at each reporting date, with any cumulative catch-up adjustment

recognised in profit or loss in the period that the change in estimate occurred. Any rights not vested after the expiry of three

years are cancelled.

E6: Subsequent Events

In August 2025, the group has agreed revised covenants with its banking partner (refer to Note D1).

85Steel & Tube Annual Report 2025

E7: Other accounting policies
Basis of consolidation

The group applies the acquisition method to account for business combinations. The group financial statements comprise the

financial statements of Steel & Tube Holdings Limited and its controlled entities (subsidiaries) (see Note E5).

The group controls an entity when the group is exposed to, or has rights to variable returns from its involvement with the entity and

has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are consolidated from the

date on which control is transferred to the group and deconsolidated from the date control ceases.

Consideration transferred is the fair value of assets transferred, liabilities incurred to the former owners of the acquiree and equity

interests issued by the group. Consideration transferred also includes the fair value of any asset or liability resulting from a contingent

consideration arrangement. Identifiable assets acquired and liabilities (including contingent liabilities) assumed in a business

combination are measured initially at their fair values at acquisition date.

All inter-company transactions and balances between group companies are eliminated.

Foreign currency

Transactions in foreign currencies are translated at the foreign exchange rate at the date of the transaction. Gains and losses resulting

from the settlement of such transactions and from translation of monetary assets and liabilities at balance date are recognised in

profit or loss except when deferred in equity as qualifying cash flow hedges. The group’s hedging largely comprises cash flow hedges

for future purchases of inventory. The group’s current practice is to recognise the accumulated gains or losses on the hedging

instrument/derivative against the carrying value of the inventory when inventory is recognised.

Derivatives - Cash flow hedge

The group uses derivative financial instruments to hedge its exposure to foreign exchange risks arising from operational, financing

and investing activities. In accordance with its Treasury Policy, the group does not hold or issue derivative financial instruments for

trading purposes. Derivative financial instruments are recognised initially at fair value on the date a derivative contract is entered into.

Subsequent to initial recognition, derivatives are re-measured at fair value.

The group designates certain derivatives as hedges of a highly probable forecast transaction (cash flow hedge). The effective portion

of changes in the fair value of derivatives designated as cash flow hedges is recognised in equity. The gain or loss on the ineffective

portion is recognised in profit or loss in other gains/(losses). When the hedged item is a non-financial asset (for example, inventory

or property, plant and equipment) the amount recognised in equity is transferred to the carrying amount of the asset when it is

recognised. In other cases the amount recognised in equity is transferred to profit or loss in the same period the hedged item is

recognised in the Statement of Profit or Loss and Other Comprehensive Income. If the hedging instrument no longer meets the criteria

for hedge accounting, expires, is sold, terminated or is exercised, any cumulative gain or loss previously recognised in equity remains

in equity until the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to

occur, the cumulative gain or loss reported in equity is immediately transferred to profit or loss within other gains/(losses).

Derivative financial instruments are classified as current if expected to be settled within 12 months; otherwise, they are classified as

non-current.

Impairment of non-financial assets

Assets that have indefinite useful lives that are not subject to amortisation and intangible assets not yet available for use are tested

annually for impairment. Assets (including intangibles and property, plant and equipment) subject to amortisation and depreciation

are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An

impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable

amount is the higher of an asset’s fair value, less costs to sell and value in use. For the purposes of assessing impairment, assets are

grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

Revenue recognition

Revenue is measured based on the consideration specified in a contract with a customer. The group derives its revenue from the

distribution and processing of steel and associated products. Revenue is recognised when the group transfers control over products

and services to its customers.

86Steel & Tube Annual Report 2025

The table below shows the contract portfolios identified by the group and further information on the revenue recognition.
The grouping of the contract portfolios is based on assessment of certain contract characteristics for similarities. The effects on

the financial statements of these groupings is not expected to differ materially from applying NZ IFRS 15 to the individual contracts

(or performance obligations) within the portfolio. The group regularly undertakes a process to review the contracts’ characteristics

and assess the appropriate grouping of the contract portfolios. Characteristics considered may include identified risks, contract size

and duration, and contractual terms of the contracts.

Contract

PortfolioDescriptionKey JudgementsOutcomeTiming of Recognition

Cash or Credit

Supply Sales

Any sales from individual

orders without a formal

written contract.

No major judgement

required.

There is one performance


obligation, being the supply of the

product.

Point in time


Revenue is recognised at point of

sale when the product is delivered.

Key Supply and

Supply and

Installation

Sales

Any contracts that contain

supply and may contain

installation performance

obligations which the

group has assessed to have

similar risk characteristics.

Where the contract

contains installation

services, determining

whether or not the

supply and installation

components are “distinct”

within the context of the

contract.

There are two performance

obligations, being supply of the

product and installation of the

product.

Installation of the product is

considered a distinct performance

obligation as supply only contracts

are also available on a stand-alone

basis.

Over time


Revenue relating to the supply

and where applicable, installation

performance obligations

are recognised on a stage of

completion basis based on the

input of labour and materials

costs, as this corresponds directly

with the value to the customer

of the group’s performance

completed to date.

Other Supply

and Installation

Sales

Any contracts that contain

supply and installation

performance obligations

and have not been

included in the ‘Key Supply

and Supply and Installation

Sales’ contract portfolio.

Determining whether

or not the supply and

installation components

are “distinct” within the

context of the contract.

There are two performance

obligations, being supply of the

product and installation of the

product.

Over time


Revenue relating to the supply

and where applicable, installation

performance obligations are

each recognised in the amount

to which the group has a right to

invoice under the terms of the

contract.

Other Supply

Only Sales

Any contracts/sales

agreements that only have

supply of steel product

clauses.

Determining whether

each act of supply should

be treated as a separate

performance obligation

within the contract.

There is one performance

obligation, being the act of the

supply. Irrespective of how many

supply events occur, the products

supplied are all highly interrelated

in that they all are required for

the same construction project,

and therefore represent a series

of distinct supply events which

are substantially the same and

use the same method to measure

progress towards completion.

They are therefore accounted

for as a single performance

obligation.

Over time


The products supplied are

required to be modified to a

significant extent and do not

create an asset with an alternative

use to the group. The group has

a right to consideration from

the customer in an amount that

corresponds directly with the

value to the customer of the

group’s performance completed

to date.

Revenue relating to ‘Other Supply

Only Sales’ is recognised in the

amount to which the group has a

right to invoice under the terms of

the contract.

The group has also utilised the practical expedients specified in NZ IFRS 15 Revenue from Contracts with Customers in respect of the

requirement to disclose the transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations, where the

contract has an original expected duration of one year or less, or where the group has applied the practical expedient to recognise

revenue at the amount to which it has a right to invoice, which corresponds directly to the value to the customer of the group’s

performance completed to date. Any volume-based rebates extended to customers by the group are recognised as a deduction from

revenue, in line with the pattern of transfer of control of the relevant good or service to the customer, where payment is deemed to

be highly probable.

87Steel & Tube Annual Report 2025

New standards and interpretations issued and effective in the current period
The group adopted all mandatory new and amended NZ IFRS Standards and Interpretations in the current year. FRS-44 New

Zealand Additional disclosures has been adopted by the group in the preparation of these financial statements (refer to note E4).

No other new standards and interpretations issued and effective in the current period had a material impact on the group's financial

statements.

New standards and interpretations issued and not yet effective

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning on or after

1 July 2025. In April 2024, the International Accounting Standards Board issued IFRS 18 Presentation and Disclosure in Financial

Statements, which is effective for accounting periods beginning on or after 1 January 2027. The impact of this standard is being

assessed by the group, however it is expected that the standard will affect the presentation of the financial statements. This standard

has not been early adopted in preparing these financial statements.

The group is currently assessing the impact of other new standards to the group to determine if they will have a significant impact on

future financial statements. On this basis, the group has not adopted and currently does not anticipate adopting, any standards prior

to their effective dates.

Climate-related Disclosures

On 14 December 2022, the External Reporting Board (XRB) published its climate-related disclosures standards. The group is a climate

reporting entity for the purpose of the Financial Markets Conduct Act 2013. The group's climate-related disclosures for the year ended

30 June 2025 will be accessible on Steel & Tube's website by 31 October 2025.

The group has considered the potential impacts of climate change on the group’s financial position and evaluated whether climate-

related factors give rise to any significant accounting estimates or judgements that could materially affect the financial statements.


As at reporting date, the group has assessed that there are no material impacts on the carrying values of assets and liabilities, or on

the assumptions used in determining accounting estimates and judgements, including those related to impairment assessments,

useful lives of assets and provisions.

88Steel & Tube Annual Report 2025

© 2025 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a
private English company limited by guarantee. All rights reserved.

Document classification: KPMG Public

Independent Auditor’s Report

To the Shareholders of Steel & Tube Holdings Limited

Report on the audit of the consolidated financial statements

Opinion

We have audited the accompanying consolidated

financial statements which comprise:

­ the consolidated balance sheet as at 30 June 2025;

­ the consolidated statements of profit or loss and

comprehensive income, changes in equity and cash

flows for the year then ended; and

­ notes, including material accounting policy

information and other explanatory information.

In our opinion, the accompanying consolidated

financial statements of Steel & Tube Holdings Limited

(the Company) and its subsidiaries (the Group) on

pages to 50 to 88 present fairly in all material

respects:

­ the Group’s financial position as at 30 June

2025 and its financial performance and cash

flows for the year ended on that date;

­ In accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ

IFRS) issued by the New Zealand Accounting

Standards Board and the International Financial

Reporting Standards issued by the International

Accounting Standards Board.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of Steel & T ube Holdings Limited in accordance with Professional and Ethical Standard 1

International Code of Ethics for A ssurance Practitioners (Including International Independence Standards) (New

Zealand) iss ued by the New Zealand Auditing and Assurance Standards Board and the International Ethics

Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International

Independence Standards) (IESBA Code), as applicable to audits of financial statements of public interest entities.

We have also fulfilled our other ethical responsibilities in accordance with Professional and Ethical Standards 1 and

the IESBA Code.

Our responsibilities under I SAs (NZ) are further described in the Auditor’s responsibilities for t he audit of the

consolidated financial statements section of our report.

Our firm has been engaged to provide other services to the Group in relation to limited assurance service on

Green House Gas Emission reporting. Subject to certain restrictions, partners and employees of our firm may

also deal w ith the Group on normal terms within the ordinary course of trading activities of the business of the

Group. These matters have not impaired our independence as auditor of the Group. The firm has no other

relationship with, or interest in, the Group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and

on the consolidated financial statements as a whole. The materiality for the consolidated financial statements as a

whole was set at $2m determined with reference to a benchmark of the Group’s total revenue. We chose the

benchmark because, in our view, this is a key measure of the Group’s performance.

89Steel & Tube Annual Report 2025

2
Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the Shareholders as a body may better understand the process

by which we arrived at our audit opinion.

Our procedures were undertaken in the context of and solely for the purpose of our audit opinion on the

consolidated financial statements as a whole and we do not express discrete opinions on separate elements of the

consolidated financial statements.

The key audit matter How the matter was addressed in our audit

Impairment Assessment

Refer to Note C2 to the financial

statements.

At 30 June 2025, the carrying value

of the group’s net asset of $182.3m

exceeds its market capitalisation of

$130.4m and is considered an

indicator of impairment as per the

accounting standards.

An impairment test for the Group

and each of the four individual Cash

Generating Units (“CGU”) was

carried out to assess whether the

recoverable amount of each CGU

exceeded their carrying value.

Impairment assessment is a key

audit matter, due to the inherent

uncertainty when estimating

recoverable amount. In particular,

there is uncertainty in the timing and

scale of market recovery and the

resulting revenue, gross margin and

operating costs of the CGUs.

Our procedures to evaluate the impairment assessment included;

•Assessing whether the methodology adopted was consistent with the

accepted valuation approaches of IAS 36 Impairment of Assets

considering both the value in use and fair value less cost of disposal

models prepared by the Group;

•Evaluating the key assumptions within the models including:

ocomparing the discount rates and terminal growth rates applied

to relevant benchmarks using KPMG valuation specialists;

oevaluating the key cash flow assumptions by comparing to

historical trends, approved budgets, business plans and where

available, external market data as evidence of the feasibility of the

forecasts;

ochallenging the above assumptions and judgements by

performing sensitivity analysis, considering a range of outcomes

based on various scenarios;

•Considering the appropriateness of the disclosures in the financial

statements.

We did not identify any material misstatements in relation to the impairment

assessment.

Business Combinations

Refer to Note C5 to the financial

statements.

On 1 May 2025, the Group acquired

the trade and assets of Perry Metal

Protection for consideration of

$46.4m.

This was a key audit matter due to

the size of the acquisition and the

judgments involved when

determining both;

•the fair value of acquired

assets and liabilities, in

particular identification and

Our procedures to evaluate business combinations included:

•Reading the sale and purchase agreement and related key acquisition

transactions documents to understand the key terms and conditions of

the acquisitions; and assess the acquisitions against the criteria of a

business combination in the accounting standards;

•Agreeing the consideration paid and payable to the sale and purchase

agreement, and evaluating the reasonableness of judgement used in

the calculation of fair value of the contingent consideration;

•Assessing the key assumptions used in the identification and

valuation of acquired intangible assets including:

ocomparing the forecast earnings assumptions to the financial

information obtained during the due diligence process;

90Steel & Tube Annual Report 2025

3
The key audit matter How the matter was addressed in our audit

valuation of the acquired

intangible assets.

•estimate of the fair value of the

contingent consideration.

oengaging our KPMG specialists to evaluate the appropriateness of

the methodology used for the valuation of intangible assets and

challenging key assumptions such as royalty rates and discounts

rates used in the model;

•Attending the inventory count conducted prior to the acquisition and

evaluating the appropriateness of accounting for plant and equipment

and lease contracts;

•Assessing the Group’s disclosures in respect of business

combinations with reference to the requirements of the accounting

standards.

We did not identify any material misstatements in relation to the business

combinations.

Borrowings

Refer to Note D1 to the financial

statements.

The Group holds $50m of

borrowings, $30m on a Revolving

Term Advance facility which expires

on 6 August 2026, and $20m on a

Trade Loan facility which has no

expiry but has the effect of being

repayable on demand. There are

covenants associated with the

facilities based on earnings and net

debt levels.

This was a key audit matter due to

the judgments involved in;

•Assessing whether the Group

has the right under the

Revolving Term Advance facility

to defer settlement of the

borrowings for at least twelve

months after the reporting date.

•Assessing whether there had

been any events of default

during the period or at reporting

date.

•Assessing managements

judgements around their ability

to negotiate new bank

borrowing facilities when the

Revolving Term Advance facility

expires and reviewing whether

the disclosures around this and

the expected covenant

compliance were appropriate

and in compliance with the

requirements of the accounting

standards.

Our procedures to evaluate borrowings included:

•Reading the facility agreements to understand the key terms and

conditions, in particular the terms relating to facility limits, covenants

and expiry of the facilities;

•Obtaining management covenant reporting which has been provided

by the Group to it’s l ender during and subsequent to the reporting

period;

•Discussing and obtaining communication between the Group and it’s

lender regarding the revised covenants which have been agreed

subsequent to balance date;

•Testing the mathematical accuracy of management’s reported

covenant compliance during the period and forecasted covenant

calculations for the year ending 30 June 2026;

•Comparing the forecasted cash flow assumptions used to assess

future covenant compliance to the assumptions used in the Impairment

Assessment noted above;

•Reading and assessing managements paper on their judgment that

they expect to negotiate new bank borrowing facilities when the

Revolving Term Advance facility expires;

•Considering the appropriateness of the Group’s disclosure.

We did not identify any material misstatements in relation to the borrowings.

91Steel & Tube Annual Report 2025

4
Other information

The directors, on behalf of the Group, are responsible for the other information. The other information comprises

information included in the Annual Report, but does not include the financial statements and our auditor’s report

thereon.

Our opinion on the consolidated financial statements does not cover any other information and we do not express

any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and in doing so, consider whether the other information is materially inconsistent with the consolidated

financial statements or our knowledge obtained in the audit or otherwise appears materially misstated.

If, based on the work we have performed, we conclude there is a material misstatement of this other information,

we are required to report that fact. We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the Shareholders. Our audit work has been undertaken so that

we might state to the Shareholders those matters we are required to state to them in the independent auditor’s

report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities directly or

indirectly controlled by KPMG, or any of their respective members or employees, accept or assume any

responsibility and deny all liability to anyone other than the Shareholders for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of directors for the consolidated financial

statements

The directors, on behalf of the Group, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with NZ IFRS

issued by the New Zealand Accounting Standards Board and the International Financial Reporting

Standards issued by the International Accounting Standards Board;

— implementing the necessary internal control to enable the preparation of a consolidated set of financial

statements that is free from material misstatement, whether due to fraud or error; and

— assessing the ability of the Group to continue as a going concern. This includes disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless they either intend

to liquidate or to cease operations or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated

financial statements

Our objective is:

— to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but it is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

92Steel & Tube Annual Report 2025






5


Misstatements can arise from fraud or error. They 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 the consolidated

financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located at the

External Reporting Board (XRB) website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1 -1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Laura Youdan.

For and on behalf of:




KPMG

Auckland

24 August 2025

93Steel & Tube Annual Report 2025

Director Remuneration
As at 30 June 2025, the standard directors’ fees per annum were $165,000 for the chair and $87,500 for each non-executive director.

Board committee chairs also receive additional fees of between $10,000 – $15,000 for their committee responsibilities.

Directors’ fees exclude GST, where applicable. Directors are entitled to be reimbursed for costs directly associated with carrying out

their duties, including travel costs. Directors can receive special exertion payments in certain circumstances – none were paid in FY25.

Board policy is that no sum is paid to a director upon retirement or cessation of office.

Directors do not participate in the company's short or long term incentives.

The total amount of remuneration and other benefits received by the directors during the year ended 30 June 2025 was $642,500 as

shown in the table below:

DirectorDirector Fees

Committee


Chair FeesF Y 2 5 To t a lResponsibility

Susan Paterson165,000-165,000Board Chair

Steve Reindler8 7, 5 0 010,0009 7, 5 0 0People & Culture Committee Chair

Chris Ellis8 7, 5 0 015,000102,500QHSET Committee Chair

John Beveridge8 7, 5 0 0-8 7, 5 0 0

Karen Jordan8 7, 5 0 015,000102,500Audit & Risk Committee Chair

Andrew Flavell8 7, 5 0 0-8 7, 5 0 0

Executive Remuneration

Steel & Tube’s Remuneration Policy and practices are designed to attract, retain and motivate high calibre people at all levels of

Steel & Tube. Roles are benchmarked using recognised job sizing and market comparison processes. Board policy is that no additional

amounts are paid to a director or the Chief Executive Officer upon retirement or cessation of office. There were no special joining

payments, retention payments or takeover bonuses paid to any executive in FY25.

Executive remuneration comprises fixed base salary and superannuation. Both elements make up Fixed Annual Remuneration (FAR),

against which discretionary performance incentives are applied.

Steel & Tube operates a Short Term Incentive (STI) and Long Term Incentive (LTI) scheme. They are both variable elements of

remuneration, with selected employees invited to participate each year as approved by the board. They are only paid if conditions and

targets are met.

Short Term Incentive (STI)

The CEO and executives have the potential to earn a Short Term Incentive (STI) each year. Steel & Tube’s STI is based on performance

targets and is designed to differentiate performance and reward delivery. STI values for the CEO and executives are set as a

percentage of Fixed Annual Remuneration (FAR) based on the scale, complexity and performance expectations of each individual STI

participant’s role.

STI performance targets for all participants including the CEO are based on the following criteria:

Portion of STICriteria

50%* Financial Results (Return on Funds Employed target for FY25)

25%Execution against nominated mid-longer term strategic initiatives in board approved Strategic Initiative Plan.

This plan details key operational excellence improvements with milestones to be completed during FY25

10%QHSET Leadership requiring 100% completion of leadership safety observations throughout the year

8%Customer Engagement NPS

7%Employee Engagement ENPS

*(participants can achieve maximum of 150% of target STI for outperformance of financial targets)

REMUNERATION

94Steel & Tube Annual Report 2025

Other features of the STI
1. The STI plan includes a company based financial performance hurdle, i.e. no STI is payable to any participant if the year-end

results are less than 80% of the company’s financial target.

2. If financial results are within 80-99% of target, participants may achieve a maximum of 50% STI based on the achievement of the

non-financial components of the targets.

3. The scheme enables a maximum payment of up to 150% STI for stretch performance – achievable only by exceeding the


Return on Funds Employed target. There is no outperformance incentive of the non-financial components. If there is a fatality

or serious harm where the board deems either the company as a whole or participating individuals are culpable, the board may

decide that no STI payment (all components) will be paid to one, some or all of the participants.

Long Term Incentive Scheme (LTI)

The CEO and executives, together with a limited number of non-executive senior managers, also have the potential to earn


a Long Term Incentive (LTI). Steel & Tube’s LTI is designed to incentivise and retain key personnel, align the interests of executives

and shareholders and encourage long-term decision-making. LTI values for the CEO and executives are set as a percentage of FAR.

The current LTI (referred to as the Performance Rights Plan (PRP)) was developed and approved by the board in February 2018.


The PRP performance period runs for three years and comprises of two performance conditions (50% each) as outlined in Note E5

of the Financial Report.

CEO Remuneration

The CEO’s overall remuneration as at 30 June 2025 consists of a fixed annual remuneration (FAR), an STI at 60% of FAR and an LTI

of 40% of FAR. This is reviewed annually by the People & Culture Committee and approved by the board each year.

The performance targets for the CEO for the year ending 30 June 2025 were aligned with the STI scheme and were as follows:

Ta r g e t K P I sWeighting

Financial – Return on Funds Employed (ROFE)50%

Completion of Nominated Strategic Initiatives25%

Health & Safety – Leading and lagging indicators10%

Customer Engagement8%

Employee Engagement7%

The board ensures that the CEO’s remuneration, including base salary, is aligned with appropriate market rates and reflects

performance and delivery of sustainable shareholder value.

The table below sets out CEO FAR and the pay for performance components of the CEO’s remuneration package on an annualised

basis. This table sets out the pay for performance outcomes for STI and LTI assuming 100% is paid out.

95Steel & Tube Annual Report 2025

Target Remuneration (as at 30 June):
Fixed RemunerationPay for Performance

Total Target

RemunerationFAR¹

Non-taxable

benefits

2

Sub totalTarget STI


Ta r g e t

LTI Value

4

No. of LTI

Performance

Rights*Subtotal

2025$1,104,982nil$1,104,982$662,989$ 4 41,9 9 34 41,9 9 3$1,104,982$ 2 , 2 0 9,96 4

2024$1,083,316nil$1,083,316$ 6 49,9 9 0$433,3263 6 7, 2 2 6$1,083,316$2,166,632

2023$875,500nil$875,500$525,300$350,2002 2 7, 4 0 3$875,500$1,751,000

2022$875,500nil$875,500$458,556$ 4 0 9,13 8365,302$ 8 6 7, 6 9 4$1,743,194

2021$728,280nil$728,280$218,484$291,312487,788$509,796$1,238,076

* Each Issue of LTI Performance Rights has a 3 year hurdle in accordance with the terms of the LTI scheme

The financial performance target for the full year to 30 June 2025 was below the scheme’s 80% hurdle requirement and accordingly

no STI is payable to the CEO (or other participants).

Company Performance and CEO Remuneration Outcomes

FY25FY24FY23FY22FY21

ROFE(6.7)%4.8%9.9 %14.6%6.6%

STI AwardNoNoYe sYe sYe s

% of STI paid in respect--110%150%125%

LT I A w a r dYe sYe sYe sNoNo

Portion of Rights Vested50%100%100%--

No. of Shares Vested182,651487,788328,012--

Details of what has been paid to the CEO in the past five years are outlined below:

Actual Remuneration Earned (for the financial year ended):

FAR¹

Non-taxable

benefits

2

STI earned in FY

3

Value of LTI

vested during FY

4

Total remuneration

earned during FY

FY25$ 1,0 69, 2 9 2nilnil$ 1 7 7, 4 1 3$1,246,705

FY24$1,048,680nilnil$516,490$1,565,170

FY23$875,500nil$708,871$422,321$2,006,692

FY22$794,786nil$ 6 8 7, 8 3 4nil$1,482,620

FY21$721,140nil$273,105nil$994,245

1

FAR includes any KiwiSaver employer contributions

2

There were no costs associated with any other benefits during the year ended 30 June 2025

3

STI target for the full year is subject to achievement of performance targets as agreed with the board in each year. No STI was payable in FY25 as financial threshold was not achieved

4

LTI value of actual Rights granted in each year (which may be exercised after the completion of the three year performance period, providing and only to the extent that the

performance conditions have been satisfied)

96

Steel & Tube Annual Report 2025


Pay Gap

The Pay Gap represents the number of times greater the CEO's remuneration is to the remuneration of an employee paid at the

median of all Steel & Tube employees. For the purposes of determining the median paid to all Steel & Tube employees, all permanent

full-time, permanent part-time and fixed-term employees are included, with part-time employee remuneration adjusted to a full-time

equivalent amount.

At 30 June 2025, the CEO's fixed remuneration of $1,104,982 was 15.3 times (30 June 2024: 15.5 times) that of the median employee at

$72,051 per annum.

Employee Remuneration

The number of employees or former employees who received remuneration and other benefits valued at or exceeding $100,000

during the year to 30 June 2025 are specified in the table below.

The remuneration noted includes all monetary payments actually paid during the course of the year ended 30 June 2025, any

restructuring and redundancy related compensation, value of shares vested under the terms of the long term incentive scheme and

all short term performance incentive payments.

The remuneration paid to, and other benefits received by, the CEO for the year ended 30 June 2025 are detailed on page 95 and are

excluded from the table.

Remuneration Range $0002025

100 - 11037

110 - 12037

120 - 13013

130 - 14019

140 - 15013

150 - 16010

160 - 1708

170 - 1808

180 - 1905

190 - 2005

200 - 2103

210 - 2202

220 - 2303

230 - 2401

240 - 2501

250 - 2602

260 - 2702

270 - 2802

320 - 3301

350 - 3601

400 - 4101

430 - 4401

510 - 5202

To t a l177

97Steel & Tube Annual Report 2025

Directors’ Interests
Directors have made general disclosures of interests in accordance with section 140(2) of the Companies Act 1993. Current interests as

at 30 June 2025, including those which ceased during the year, are detailed below:

Susan Paterson

Theta Systems Ltd Chair

EROAD Ltd Chair

Reserve Bank of New Zealand Governance

Board

Board Member

Les Mills Holdings LtdDirector

Arvida Group Ltd

1

 Director

Lodestone Energy Limited   Director

Steve Reindler

D&H Steel Construction Ltd

1

Chair

Clearwater Construction Ltd

1

Chair

Waste Disposal Services Unincorp JV

1

Chair

Lincoln University Works Programme

1

Chair

Broome International Airport Group &

affiliates

Director

Te Kaha Project Delivery Limited Director

Port of Auckland Limited Director

Whitford Community CharitableTrustee

Museum of NZ Te Papa Tongarewa

Governance Group

Independent

Advisor

Westland District Council CCO Oversight

Committee

2

Chair

Andrew Flavell

ASB Technical Advisory Group Member

Port of Auckland Limited Director

Les Mills International


Fractional CTO

Chris Ellis

Ingot Holdco Limited & affiliates Chair

Disputes Review Board – Central

Interceptor Project

Chair

Oxcon CLL LimitedAdvisory Chair

John Fillmore Contracting LimitedAdvisory Chair

Titan Contracting Group Limited


Advisory Chair

Horizon Energy Distribution Limited &

affiliates

Director

John Beveridge

NZ Scaffolding Group Ltd & affiliatesChair

Door & Window Systems Auckland Limited

& affiliates

1

Director

Horizon Energy Distribution Limited &

affiliates

1

Director

Colonial Motor Company & associated

companies

2

Director

Karen Jordan

Lyttelton Port Company Limited Director

New Zealand Defence Force (NZDF) Risk

and Assurance Committee

Member

DISCLOSURES

1

Interest no longer held as at 30 June 2025

2

Appointed during the financial year ended 30 June 2025

98

Steel & Tube Annual Report 2025

Information Used by Directors
There were no notices from directors requesting to disclose or use company information received in their capacity as directors that

would not otherwise have been available to them.

Directors’ Shareholdings

Steel & Tube securities in which each director has a relevant interest as at 30 June 2025 are:

DirectorShares held

Susan Paterson262,425 beneficially owned

Steve Reindler115,177 beneficially owned

Chris Ellis20,197

John Beveridge20,000 beneficially owned

Karen Jordan10,000

Andrew Flavell1,000

Directors’ Security Dealings

During the year ended 30 June 2025 directors’ disclosed the following securities transactions in respect of section 148(2) of the

Companies Act 1993 and sections 297(2) and 298(2) of the Financial Markets Conduct Act 2013.

These transactions took place in accordance with Steel & Tube’s Insider Trading Policy.

DirectorDate of Transaction

Number of shares

acquired / (disposed)Nature of transactionConsideration

Chris Ellis4 September 202410,000On-market acquisition$10,383

Chris Ellis27 September 2024197Dividend Reinvestment

Plan

$187

Indemnities and Insurance

In accordance with section 162 of the Companies Act 1993 and Steel & Tube’s Constitution, the company has arranged Directors and

Officers Liability insurance covering directors and employees of Steel & Tube, including directors of subsidiary companies, for liability

arising from their acts or omissions in their capacity as directors or employees. The insurance policy does not cover dishonest,

fraudulent, malicious or willful acts or omissions.

Subsidiary Companies Directors

The remuneration of employees appointed as directors of subsidiary companies is disclosed in the relevant banding of remuneration

set out under the heading Employee Remuneration. Employees did not receive additional remuneration or benefits for being

directors during the year.

99Steel & Tube Annual Report 2025

Directors of the subsidiary companies as at 30 June 2025 were:
CompanyDirectors

Steel & Tube Galvanising LimitedMark Malpass, Richard Smyth

Composite Floor Decks Holdings LimitedMark Malpass, Richard Smyth

Studwelders LimitedMark Malpass, Richard Smyth

S & T Stainless LimitedMark Malpass, Richard Smyth

Manufacturing Suppliers LimitedMark Malpass, Richard Smyth

S & T Plastics LimitedMark Malpass, Richard Smyth

Composite Floor Decks LimitedMark Malpass, Richard Smyth

Steel & Tube Holdings Limited (STU) Analysis Of Shareholding

As at 30 June 2025

Holding RangeHolder CountHolder Count %Holding QuantityHolding Quantity %

1 to 9991,41421.14%572,2250.31%

1,000 to 4,9992,22833.30%5,363,1932 .9 2 %

5,000 to 9,9991,02015.25%6,969,8083.80%

10,000 to 49,9991,59623.86%33,083,88818.02%

50,000+4326.46%137,642,92174.96%

To t a l6,690100.00%183,632,035100.00%

Substantial Security Holder

On 1 May 2025, the group received notice, in accordance with Section 276 of the Financial Markets Conduct Act 2013, that Perry Group

Limited held 15,476,755 Steel & Tube Holdings Limited ordinary shares representing 8.43% (at the date of notice) of the ordinary shares

of the company.

Issued shares in the company at 30 June 2025 comprise:

Ordinary shares fully paid183,632,035

183,632,035

100Steel & Tube Annual Report 2025

Top 20 Shareholders
As at 30 June 2025

Twenty largest security holders as at 30 June 2025

Ordinary

SharesPercentage

New Zealand Steel Limited26,274,75314.31%

Perry Group Ltd15,476,7558.43%

Lennon Holdings Limited9,581,5935.22%

Accident Compensation Corporation*5,191,4552.83%

New Zealand Depository Nominee Limited4,108,9802. 24%

Custodial Services Limited3,669,2522.00%

Maxima Investments Limited3,330,0001.81%

Citibank Nominees (New Zealand) Limited*2,152,2001.17%

HPI Avondale Limited2,103,7861.15%

FNZ Custodians Limited1,9 3 6 ,4101.05%

Neil Douglas Waites & Anthony Gene Waites & Richard Boyd Waites1,770,0000.96%

John Francis Managh1, 5 3 9,0140.84%

Leveraged Equities Finance Limited1,353,5580.74%

Andrew Paul Lissaman Everist1,296,9980.71%

Forsyth Barr Custodians Limited1,146,4120.62%

Trevor Jeffrey Corfield1,054,7000.57%

John Francis Managh & Jonathan Peter Managh999,4540.54%

Public Trust Class 10 Nominees Limited*694,4120.38%

HSBC Nominees (New Zealand) Limited*687,1110.37%

Brian Robert Hardgrave620,0000.34%

84,986,84346.28%

* Shares held in New Zealand Central Securities Depository (NZCSD)

101

Steel & Tube Annual Report 2025

Glossary
E B I T: Earnings / (Loss) before the deduction of interest and tax

EBITDA: Earnings / (Loss) before the deduction of interest, tax,

depreciation and amortisation

TRIFR: Employee Total Recordable Injury Frequency Rate per


1 million work hours

ISO: International Organization for Standardization

kgCO2e: Kilograms of Carbon Dioxide Equivalent (a standard

unit for counting greenhouse gas emissions)

Normalised EBIT/EBITDA: EBIT and EBITDA excluding non-

trading adjustments and unusual transactions

N PAT: Net profit after tax

XRB: External Reporting Board

Registered Office

7 Bruce Roderick Drive, East Tamaki,

Auckland 2013, New Zealand

PO Box 58880, Botany, Auckland 2163,


New Zealand

Ph: +64 4 570 5000

Email: info@steelandtube.co.nz

Website: www.steelandtube.co.nz

Directors

Susan Paterson Chair and Independent Director

Steve Reindler Independent Director

Christopher Ellis Independent Director

John Beveridge Independent Director

Karen Jordan Independent Director

Andrew Flavell Independent Director

Auditor

KPMG Auckland

18 Viaduct Harbour Avenue, Auckland 1010

Share Registry

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

Ph: +64 9 488 8777 Fax: +64 9 488 8787

Email: enquiry@computershare.co.nz

Website: w w w.computershare.co.nz

Bankers

ANZ New Zealand

ANZ Centre, 23-29 Albert Street, Auckland 1010

Solicitors

Chapman Tripp Auckland

Level 34, PwC Tower, 15 Customs Street West

PO Box 2206, Auckland 1140

Financial Calendar

Half year results announced February

End of financial year 30 June

Annual results announced August

Annual report August

Stock Exchange

The company’s shares trade on the New Zealand Exchange

under the code STU

Directory

102Steel & Tube Annual Report 2025

steelandtube.co.nz

---

Dear Shareholder
On behalf of the board and management, we are pleased to advise that Steel & Tube Holdings

Limited’s Annual Report for the year ended 30 June 2025 (FY25) is available to view on our

website www.steelandtube.co.nz/investor/reports.

The Year in Review

In a very challenging bottom of cycle trading environment, we have continued to execute on our strategy – strengthening our

core and investing in high value products and services that further expand our leading range of steel solutions and businesses.

The acquisition of Perry Metal Protection – a market leader in galvanizing services – was a highlight for the year and is performing

ahead of expectations. We have also strengthened our customer value proposition and are increasingly being selected as a

preferred supplier, delivering quality and reliability. Our operating leverage has increased as we have focussed on IT/digital

systems, costs and efficiency. This will drive margin expansion and profit growth as the economic cycle recovers.

Steel & Tube has broad sector diversity with revenue predominantly generated from the manufacturing, construction and

infrastructure sectors. Economic recovery across these sectors has been tepid due to the high interest rate environment (now

easing), international uncertainty, limited Government spending on infrastructure and social housing, reduced housing demand

and unemployment. Activity has been stronger outside of Auckland and Wellington driven by strength in the agricultural sector.

We are starting to see some activity lift which is expected to continue to improve through FY26 as the benefits of lower interest

rates take effect and stimulate confidence, spending and investment, along with Government-backed construction projects.

Steel & Tube is well positioned to capitalise on a broad cyclical recovery. We have a cost efficient and streamlined business, broad

sector diversity, longstanding customer relationships and a high quality team.

On behalf of all the team at Steel & Tube, we would like to thank our shareholders for your continued support. We look forward to

a strong future together.

STEEL & TUBE HOLDINGS LIMITED

2025

REVIEW


Susan Paterson Mark Malpass

Chair Chief Executive Officer

1

Normalised Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) exclude non-trading adjustments of $4.6m

FY25 Financial Performance

Revenue

$385.4m

Normalised EBITDA

1

$2.1m

Operating cashflow

$10.4m

Net Profit/Loss After Tax

$(24.4)m

Significant M&A
Acquisition of Perry

Metal Protection, Perry

Grating and Waikato Sand

Blasting – adding new

market leading services

to Steel & Tube’s offer

New Products

Launched QBT450

– a modern wide-

tray roofing

profile

Aluminium

Growth

Continuing to expand

range in response

to positive customer

demand

Focus On

Efficiency

New Auckland

warehousing project

completed, delivering

increased efficiency and

high DIFOTIS scores

Winning On

Relationships

Proven execution and

partnership approach

driving project wins

Right Sized

Teams

Right sized teams

to match demand;

investing in capability

in areas that matter

Last Mile

Added 13 trucks (total

of 33), providing more

control over last mile

service, delivery and

efficiency

Extended

Reach

Expanded Kiwi Pipe &

Fittings offering into the

South Island

Invested &

Upgraded

Acquired new rollforming

machine in Christchurch;

and new purlin machine

and folder in Auckland

Customer

Satisfaction

Customer satisfaction

NPS 42, above industry

average of 32

7 Bruce Roderick Drive, East Tamaki, Auckland 2013, New Zealand | PO Box 58880, Botany, Auckland 2163, New Zealand

Ph: +64 4 570 5000 Fax:+64 4 570 2453 Email: info@steelandtube.co.nz Website: www.steelandtube.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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