MAAS Group Holdings

Three mechanisms, not one story

First, the proposed sale can convert a capital-intensive Construction Materials portfolio into cash consideration of up to A$1.703bn. Second, the residual group must replace part of the disposed earnings base through electrical, civil, property and manufacturing activity. Third, the board must decide whether cash is returned, used to extinguish debt, or reinvested. Each mechanism has a different evidence standard and valuation consequence.

We do not describe MAAS as an AI data-centre owner. JLE is delivering electrical infrastructure for Firmus; MAAS has also made a A$100m minority investment representing about 1.7%. The secured A$200m Launceston contract is evidence-backed. The broader 3.3GW Firmus proposal is an opportunity set, not secured backlog.

Sources: 18 May 2026 Corporate Update · H1 FY2026 Report

Our FY2026 estimates

Our FY2026 EBITDA forecast uses the midpoint of company guidance, not the higher provider consensus. The divergence likely includes definition and timing differences; we will not override explicit management guidance with an unexplained provider aggregate. Revenue is close to consensus, while EPS is moderately below it.

Sources: FY2025 Annual Report · H1 FY2026 Report · 18 May 2026 Corporate Update · FMP frozen snapshot

The central debate

A simple bull case adds the sale consideration to the residual business and then capitalizes AI-related opportunity. That approach overstates value because gross proceeds are not distributable cash, the current net debt must be repaid, Firmus requires capital, and prospective sites are not contracts. A simple bear case treats the group as an ex-growth contractor and ignores the asset conversion and electrical capability. Both shortcuts are incomplete.

Our variant view is that the transaction lowers balance-sheet risk but raises capital-allocation risk. The residual group can deserve a higher quality multiple if JLE converts electrical capability into recurring contracted earnings and property capital is recycled efficiently. It deserves a lower multiple if the proceeds fund another acquisition cycle before the residual cash-return economics are demonstrated.

Sources: 18 May 2026 Corporate Update · FY2025 Annual Report

The company before the transition

Sources: FY2025 Annual Report · H1 FY2026 Report

Variant 1: gross consideration is not equity value

The announced A$1.703bn is an upper bound comprising A$1.583bn upfront consideration and A$120m contingent consideration. Our base case includes only 60% of the contingent amount and deducts 8.5% for tax, fees, working-capital and other transaction leakage. These are assumptions because the final completion accounts are not public.

This treatment produces estimated net sale proceeds of about A$1.514bn and pro-forma net cash of about A$775m after H1 FY2026 net debt and the post-balance-date Firmus investment. A clean settlement above that amount creates upside; retained liabilities or tax leakage create downside.

Sources: 18 May 2026 Corporate Update · H1 FY2026 Report

Variant 2: a secured contract is valuable; a proposal is optionality

The A$200m Launceston contract is the only disclosed Firmus award that enters our base revenue path. Its 35% completion by value gives a measurable checkpoint and management expects calendar-2026 delivery and commissioning. The company also states an indicative A$200m of electrical revenue per 100MW for future projects, but that unit rate does not convert the proposed 3.3GW portfolio into A$6.6bn of backlog.

We require site-level scope, binding value, delivery timing and economics before adding a follow-on project. This discipline matters because electrical contracting can generate substantial revenue while still producing modest value if project risk, working capital and commissioning liabilities are poorly controlled.

Sources: 18 May 2026 Corporate Update · JLE official page

What would falsify the thesis

Sources: 18 May 2026 Corporate Update · H1 FY2026 Report · FY2025 Annual Report

Dated proof points

Sources: 18 May 2026 Corporate Update

Five reported segments at FY2025

The FY2025 reporting structure comprised Construction Materials, Civil Construction and Hire, Residential Real Estate, Commercial Real Estate, and Manufacturing. Construction Materials supplied quarry, concrete, crushing, geotechnical and asphalt services. Civil combined infrastructure delivery, equipment hire and electrical services. The property divisions developed and recycled residential and commercial assets; Manufacturing sold and hired underground equipment.

This mix makes consolidated Revenue a poor standalone indicator. Commercial Real Estate generated A$50.7m of FY2025 underlying EBITDA, but A$38.3m came from fair-value gains. Civil Revenue declined in FY2025 as projects rolled off, while Materials grew through acquisitions. The quality and cash conversion of each dollar therefore differs by segment.

Sources: FY2025 Annual Report

Segment Revenue

Sources: FY2025 Annual Report · H1 FY2026 Report

Segment economics and customer exposure

Sources: FY2025 Annual Report · H1 FY2026 Report

Company digital twin: the operating system in one page

This is a decision-focused view of the current company twin, not the full database graph. It selects the accepted relationships that explain what MAAS sells, which customer groups it serves, how JLE reaches the Firmus AI-infrastructure opportunity, and which operating mechanisms matter to Revenue, EBITDA, cash and valuation.

The structure reveals three different economic systems inside one listed company: asset-heavy materials and civil activity, property inventory and valuation exposure, and a contract-led electrical growth platform. The proposed Materials sale changes the portfolio perimeter; it does not by itself prove that the smaller residual company will earn higher returns.

Sources: FY2025 Annual Report · H1 FY2026 Report · 18 May 2026 Corporate Update · JLE official page

Geographic concentration

MAAS remains primarily an Australian operator, with its main activities concentrated along the east coast and regional infrastructure corridors. FY2025 foreign Revenue of A$29.1m related to underground equipment and toll manufacturing across a diversified group of countries; no individual foreign country was material.

The geographic concentration supports local operating familiarity but leaves earnings exposed to Australian infrastructure schedules, weather, housing conditions and interest rates. It also means that the Construction Materials sale is a substantial portfolio reset rather than a minor asset disposal.

Sources: FY2025 Annual Report

Transaction terms at the research cut

Sources: 18 May 2026 Corporate Update · H1 FY2026 Report

From consideration to deployable cash

Sources: 18 May 2026 Corporate Update · H1 FY2026 Report

The reporting-perimeter problem

If settlement occurs during FY2027, the statutory presentation may classify Construction Materials as discontinued operations and remove its Revenue from continuing operations even though several months of trading occurred. Current provider consensus may reflect a different convention. We therefore publish three fields: continuing Revenue, disposed Materials Revenue and group underlying Revenue.

This is not cosmetic. A declining headline Revenue series after the sale can coexist with higher per-share value if proceeds exceed the disposed business's value and capital is allocated well. Conversely, Revenue growth can mask value destruction if it is bought with the proceeds at weak returns.

Sources: 18 May 2026 Corporate Update · FMP frozen snapshot

Use of proceeds determines the second half of the thesis

Sources: 18 May 2026 Corporate Update · FY2025 Annual Report

What JLE actually delivers

JLE sits within Civil Construction and Hire and provides electrical infrastructure, transmission and distribution, communications and specialized services. For data centres and AI factories, MAAS describes a complete electrical powertrain capability spanning grid connection, high-voltage substations and switchyards, transformers, switchgear, testing, commissioning and standby generation.

This is an enabling-infrastructure exposure. MAAS is not underwriting GPU demand directly and does not control the Firmus data-centre platform. Earnings depend on contracted scope, project delivery, margin discipline and working-capital conversion.

Sources: FY2025 Annual Report · 18 May 2026 Corporate Update · JLE official page

Launceston: the secured evidence base

Sources: 18 May 2026 Corporate Update

The 3.3GW proposal is not backlog

Management has described an exclusive electrical delivery partnership for Firmus's proposed 3.3GW Australian AI Factory portfolio and an indicative A$200m of Revenue per 100MW. Multiplying those two statements produces A$6.6bn, but that is not an acceptable forecast. It assumes every proposed site proceeds, MAAS retains identical scope, pricing does not change and execution capacity is unlimited.

Our base case adds no unnamed follow-on site. Additional Revenue enters only after a binding award with a disclosed value or sufficiently specific scope. The proposed pipeline remains an upside catalyst and helps justify the bull-case multiple, but it is not part of base backlog.

Sources: 18 May 2026 Corporate Update

Financial transmission

Sources: 18 May 2026 Corporate Update · H1 FY2026 Report

Civil and Hire: recovery plus project risk

Civil and Hire FY2025 Revenue fell 5.5% and underlying EBITDA fell 35.0% as higher-margin projects rolled off, replacement work was delayed and isolated projects incurred losses. H1 FY2026 Revenue then rose with electrical representing 20.5% of segment mix. The base forecast assumes Firmus and renewable/infrastructure work restore margins, but not to the point where contracting risk disappears.

Our FY2027 continuing model assigns A$560m Revenue and A$105m EBITDA to Civil and electrical activities. That is the largest residual earnings component and therefore the key input into the OpCo multiple.

Sources: FY2025 Annual Report · H1 FY2026 Report · 18 May 2026 Corporate Update

Property: separate recurring earnings from revaluation

FY2025 Commercial Real Estate underlying EBITDA was A$50.7m, but A$38.3m came from fair-value gains. H1 FY2026 included another A$19.1m of fair-value gains. These amounts can reflect genuine development progress, yet they are not equivalent to cash receipts and should not be capitalized as recurring contractor earnings.

We therefore value Residential and Commercial primarily through a discounted gross accounting reference of A$598.8m, consisting of investment properties, properties held for sale and inventories at H1 FY2026. This is not a clean liquidation NAV: it is before associated liabilities, tax, construction costs and realization risk. A 10% discount is applied in the base case and 25% in the bear case.

Sources: FY2025 Annual Report · H1 FY2026 Report

Manufacturing: small, export-exposed optionality

Manufacturing generated A$33.6m of FY2025 underlying Revenue and A$5.1m EBITDA, with improved machine sales and hire activity. The business sells underground equipment and parts through international distribution networks. It is a small contributor to group value, but offers a distinct mining-capex exposure.

The annual report also identifies tariffs and global trade instability as risks. We model the segment conservatively at A$38m FY2027 Revenue and A$6m EBITDA, with no strategic premium.

Sources: FY2025 Annual Report

Property operating proof points

Sources: FY2025 Annual Report · H1 FY2026 Report

Infrastructure and power networks

Renewable Energy Zones, transmission investment, mining infrastructure and regional public works support demand for civil, electrical and equipment services. The financial mechanism is not simply higher project counts. Contract timing affects utilization; contract structure determines margin volatility; working-capital terms determine whether EBITDA converts into cash.

Our base case assumes a recovery from FY2025 project delays and includes the secured Firmus work. It does not assume that every announced infrastructure program translates into MAAS awards.

Sources: FY2025 Annual Report · H1 FY2026 Report

Power-intensive digital infrastructure

AI infrastructure increases demand for grid connections, substations, switchgear, transformers and commissioning. That creates a relevant end market for JLE's capabilities. The investment thesis is strongest where demand becomes binding electrical scope, not where industry megawatts are discussed without a contract.

The first-order forecast variables are signed contract value, completion percentage, margin and cash collection. Electricity demand, data-centre announcements and GPU deployments are secondary indicators that help explain opportunity formation but do not enter Revenue directly.

Sources: 18 May 2026 Corporate Update · JLE official page

Housing and interest rates

Lower borrowing costs can support residential demand and property capitalization rates, but the effect is neither immediate nor uniform. MAAS's regional inventory, stage readiness, buyer mix and settlement schedules determine conversion. Commercial property also depends on leasing, development milestones and exit liquidity.

We treat rate changes as scenario context. The forecast uses visible lots, projects and carrying values rather than a mechanical one-for-one relationship between policy rates and Revenue.

Sources: FY2025 Annual Report · H1 FY2026 Report

Weather, input costs and execution

Construction Materials and civil operations are exposed to adverse weather, project delay, fixed-cost utilization and input-cost inflation. Manufacturing adds tariff and trade-policy risk. These mechanisms can affect Revenue timing, margin and cash simultaneously, which is why the risk section quantifies EBITDA and NAV sensitivities rather than only listing qualitative risks.

Sources: FY2025 Annual Report

Revenue and EBITDA history

Sources: FY2025 Annual Report · FMP frozen snapshot

H1 FY2026: growth with mixed cash characteristics

Revenue grew faster than EBITDA, causing the underlying EBITDA margin to decline from 20.7% to 19.0%. Operating cash flow improved materially, but property inventories and investment activity remain important uses of capital.

Sources: H1 FY2026 Report

Balance sheet before the proposed sale

Sources: H1 FY2026 Report

Earnings quality adjustments

MAAS reports statutory and underlying measures. In FY2025, underlying Revenue was A$42.7m below statutory Revenue because the company excluded Revenue attributable to non-controlling interests. Underlying NPAT was A$6.5m above statutory NPAT to owners. H1 FY2026 showed a smaller A$2.7m NPAT adjustment.

The largest analytical issue is Commercial Real Estate fair-value income. We retain official underlying EBITDA for historical comparison, but separate fair-value gains from recurring OpCo earnings in valuation. This prevents a non-cash revaluation from receiving the same multiple as contracted electrical work.

Sources: FY2025 Annual Report · H1 FY2026 Report

Core equations

FY2027 continuing-business build

Civil and electrical plus Manufacturing and central costs form the residual OpCo multiple. Residential and Commercial are captured primarily through property NAV to avoid double-counting. Commercial fair-value gains remain in reported underlying EBITDA but are excluded from the OpCo valuation base.

Sources: FY2025 Annual Report · H1 FY2026 Report · 18 May 2026 Corporate Update

Reported-to-continuing bridge

Sources: 18 May 2026 Corporate Update

Forecast governance

Sources: FY2025 Annual Report · H1 FY2026 Report · 18 May 2026 Corporate Update · FMP frozen snapshot

Base-case forecast

Sources: FY2025 Annual Report · H1 FY2026 Report · 18 May 2026 Corporate Update

EBITDA and EPS path

Sources: 18 May 2026 Corporate Update

Current consensus comparison

FY2027 onward is not a clean like-for-like comparison because current provider consensus may include a different number of Materials trading months or a different discontinued-operations presentation. We retain it as a reasonableness check, not as the forecast target.

Sources: FMP frozen snapshot

Cash conversion is the quality test

The model produces continuing FCFF of about A$62m in FY2027 and A$84m in FY2028 before discretionary acquisitions or major new Firmus site investment. The path improves as residual margins normalize and interest expense falls, but property inventory and electrical working capital can absorb cash before Revenue is collected.

We will judge forecast quality using receipts, contract assets, inventory, capex and realized property proceeds rather than EBITDA alone. The sale itself is a financing event, not operating cash flow.

Sources: H1 FY2026 Report

Base SOTP

Sources: 18 May 2026 Corporate Update · H1 FY2026 Report

Bear, base and bull

Sources: 18 May 2026 Corporate Update · H1 FY2026 Report

Leakage and residual multiple sensitivity

The base target is not robust to every assumption. At the same A$99m residual EBITDA, moving from 8.5% to 12.0% leakage reduces value by about A$0.16 per share. Moving the OpCo multiple by 1.5x changes value by about A$0.41 per share.

Public peer cross-check

The screened peer median EV/EBITDA is 12.7x. We use 7.5x for residual MAAS because the peer set contains higher-quality, less property-intensive and often net-cash contractors, while MAAS still faces transaction, customer concentration and capital-allocation risk. The peer table is a cross-check, not the primary method.

Sources: FMP frozen snapshot

Scenario narratives

Quantified risk register

Sources: FY2025 Annual Report · H1 FY2026 Report · 18 May 2026 Corporate Update

Catalyst ledger

Sources: 18 May 2026 Corporate Update

How to revise the model when evidence arrives

A transaction update first changes the net-cash compartment: consideration probability, leakage and timing. A Firmus award changes the electrical Revenue schedule, margin, working capital and potentially the residual multiple, but only after the signed scope is validated. A property sale changes cash realization and NAV, not just reported Revenue.

We do not infer causality from a one-day share-price move. Event-window returns can show whether the market reacted, but financial forecast revisions require an identified business mechanism and a dated assumption change. The report should therefore be versioned at each material event rather than silently rewritten.

Sources: 18 May 2026 Corporate Update

A proposed allocation framework

The first call on proceeds should be transaction costs, tax, retained liabilities and debt reduction. The second should be already committed capital, including the A$100m Firmus investment. Remaining cash should be evaluated against explicit hurdle rates and downside liquidity needs. In our view, a residual cash buffer plus a mix of shareholder return and contract-backed electrical investment would provide the clearest evidence of discipline.

The A$1.18bn syndicated facility increases liquidity but is not itself value creation. Likewise, the Western Sydney Aerotropolis facility should be assessed on net economic exposure: MAAS disclosed an up-to-A$625m secured loan supported by limited-recourse back-to-back funding. Gross facility size should not be presented as owned property or Revenue.

Sources: 18 May 2026 Corporate Update

Governance questions for the next result

Sources: FY2025 Annual Report · 18 May 2026 Corporate Update

Dividend and shareholder return

The FY2025 final dividend and H1 FY2026 interim dividend were each 3.5 cents per share and fully franked. At the A$5.19 reference price, the trailing 7.0-cent dividend represents a 1.35% yield. Our total-return calculation includes that amount as a forward reference, but no special distribution is assumed.

A transaction-related capital return would be incremental upside only after settlement, tax and liquidity needs are known. The target does not capitalize an unannounced special dividend.

Sources: FY2025 Annual Report · H1 FY2026 Report · FMP frozen snapshot

Operational stewardship

MAAS's operating footprint creates safety, environmental, community and land-development obligations. For valuation, the most immediate transmission channels are project stoppages, remediation, approvals, insurance, weather resilience and access to customers. We do not assign a generic ESG premium or discount.

Sources: FY2025 Annual Report

Method hierarchy

Sources: FY2025 Annual Report · H1 FY2026 Report · 18 May 2026 Corporate Update · FMP frozen snapshot

Source ledger

Sources: FY2025 Annual Report · H1 FY2026 Report · 18 May 2026 Corporate Update · FMP frozen snapshot

Definitions and limitations

Underlying measures are non-IFRS metrics defined by MAAS and reconciled in company reports. Adjusted EPS in this report excludes transaction gains and one-off costs. Continuing Revenue excludes the divested Materials business after the modeled settlement point. OpCo EBITDA excludes Residential, Commercial property earnings and fair-value gains because those assets are valued through NAV.

The SOTP is sensitive to undisclosed tax, fees, working-capital adjustments, retained liabilities and use of proceeds. The A$598.8m property reference is a gross accounting measure, not a liquidation NAV. The Firmus stake is unlisted and valued at cost in the base case. Current consensus is point-in-time context; a historical consensus archive was unavailable.

Research disclosure

This report is an independent research study prepared from public and licensed information available at the stated cut. It is not personal investment advice, a regulated research recommendation or an offer to transact. Forecasts and valuations are uncertain and can change materially when new information becomes available.

The investment view should be read together with the evidence links, explicit assumptions and scenario ranges in this report. Each of those inputs can be challenged or revised as new information becomes available. Publication of the target and rating requires human analyst approval before use as a regulated research recommendation.