AustraliaServices ESG & sustainabilityGroup 3 “no material risk” statement prep

ESG & sustainability

Group 3 “no material risk” statement prep for Australian businesses

The short-form statement a Group 3 entity without material climate risk can publish — small, real, and still needing director sign-off and an auditor’s report.

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What is group 3 “no material risk” statement prep?

The short-form statement a Group 3 entity without material climate risk can publish — small, real, and still needing director sign-off and an auditor’s report.

Schedule 4 of the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024 phases mandatory climate reporting into the Corporations Act 2001 in three cohorts. Group 1 (the largest entities and NGER reporters) is already lodging; Group 2 starts from a financial year beginning 1 July 2026; Group 3 — an entity meeting at least two of consolidated revenue ≥$50 million, consolidated gross assets ≥$25 million, or 100+ employees, and not already caught by Group 1 or 2 — starts from a financial year beginning 1 July 2027. For a business on a standard July–June year, that's the FY28 annual report, the first one lodged after that year closes.

Group 3 is where the Act builds in a genuine off-ramp. Under s.296B(1) of the Corporations Act, a Group 3 entity that determines it has no material climate-related risks or opportunities for the year doesn't have to produce the full four-pillar AASB S2 disclosure — it can instead publish a short statement recording that conclusion. That statement is not a form you tick and forget: it still needs the directors to resolve that they've formed the view in good faith and on reasonable grounds, and it still needs an auditor's report over it from an AUASB-registered assurance practitioner, same as a full climate statement would. The exemption shortens the document; it doesn't remove the governance around it.

Who does what

CapEasy prepares the assessment file and draft; directors sign, and the auditor’s report comes from an AUASB-registered practitioner.

Who does what

Your CapEasy teamGroup 3 “no material risk” statement prep, the reconciliations and reporting behind it, and the questions list that keeps it honest.
Your registered BAS or tax agentEverything that carries a licence in Australia — rendered exactly as written: work out what goes on your bas, or advise you on it — under tasa 2009 that requires registration we do not hold.
YouOne conversation with one named person, and the decisions that are genuinely yours.

Group 3 “no material risk” statement prep in Australia

The Group 3 threshold is 2-of-3, tested against your own numbers, not the industry's

An entity lands in Group 3 if it meets at least two of consolidated annual revenue of $50 million or more, consolidated gross assets of $25 million or more, or 100 or more employees, under Schedule 4 of the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024. Meeting only one criterion, or meeting two but also being NGER-registered above the threshold that pulls an entity into Group 1, changes which cohort actually applies. We check the entity against all three figures and against NGER registration before assuming Group 3 is the right bucket — getting the cohort wrong means building the wrong document for the wrong deadline.

s.296B(1) is an opt-out from the full disclosure, not from governance

Section 296B(1) of the Corporations Act lets a Group 3 entity substitute a short no-material-risk statement for the full AASB S2 climate statement, but only where the directors have determined — on a documented basis — that there are no material climate-related risks or opportunities for the year. The directors still resolve to make the statement, and it still carries an auditor's report from an AUASB-registered practitioner. We build the assessment file the determination rests on; the determination itself is the board's.

The materiality assessment behind the statement has to be entity-specific

ASIC's guidance on sustainability reporting is explicit that a materiality conclusion has to reflect the entity's own operations, assets, supply chain and customer base — a boilerplate statement asserting no risk because the sector is 'low carbon' doesn't stand up to an audit. We build the assessment from the entity's own data: energy and fuel spend, premises and asset locations, freight and logistics exposure, and any climate-related requests already arriving from customers, lenders or insurers, because those requests are themselves evidence a court or ASIC would expect a reasonable board to have weighed.

The three-year safe harbour protects a real process, not a short answer

The phase-in includes a three-year safe harbour from private civil litigation over the substance of climate disclosures made under a reasonable process, with ASIC as the primary enforcer during that window. That protection is process-conditional — a statement issued without a documented assessment, or issued despite live evidence of material risk, doesn't inherit the safe harbour just because it says 'no material risk' in three lines. We keep the assessment file detailed enough that the process, not just the conclusion, can be shown to a regulator or an auditor.

What your registered BAS or tax agent receives from us

  • A Group cohort determination — revenue, gross assets and headcount tested against the Group 1/2/3 thresholds and NGER registration status, with the working numbers shown.
  • A materiality assessment covering physical risk (premises, assets, supply chain exposure to weather and resource disruption) and transition risk (carbon pricing exposure, customer decarbonisation commitments, financing conditions), built from the entity's actual operating data.
  • A log of climate-related requests already received from customers, lenders, insurers or regulators in the period, since these count as evidence in the materiality determination.
  • A draft no-material-risk statement in the structure ASIC guidance sets out for a s.296B(1) statement, ready for director review and board resolution.
  • A board resolution template recording the directors' determination and the basis for it, for your board to adopt in its own words.
  • An evidence pack indexed to each element of the statement, organised for the AUASB-registered assurance practitioner's review ahead of the auditor's report.

Questions worth asking before you start

Who actually does the work — a person or an AI tool?

A named person on our team owns your file and reviews everything that leaves it. Software does a real share of the grinding underneath it — coding, matching, flagging the obvious gaps — but nothing regulated happens without a person’s judgement, and nothing here is signed or filed by an algorithm.

Who can legally lodge this?

CapEasy prepares the assessment file and draft; directors sign, and the auditor’s report comes from an AUASB-registered practitioner.

Which software do you work in?

Whatever you already run. Most commonly QuickBooks, Xero, NetSuite, Sage, Zoho Books and a handful of others — we work inside your system rather than moving you onto one of our own.

How does this actually start?

A short, free read-only look at what you already have, and a written note on what we found. A scoping call decides the size of the engagement — nothing here commits you to anything.

What does it cost?

There is no published price for group 3 “no material risk” statement prep — it depends on volume, how many entities are involved, and how far behind the books are. We quote after the read-only review, which is free.

How does this fit with the rest of esg & sustainability?

Group 3 “no material risk” statement prep sits inside esg & sustainability, alongside Scope 3 supplier data pack, AASB S2 readiness assessment. Most clients end up buying the category as a whole rather than one leaf at a time, but starting narrow is fine.

What actually makes an entity "Group 3" under the climate reporting rules?

Meeting at least two of consolidated revenue of $50 million or more, consolidated gross assets of $25 million or more, or 100 or more employees, and not already captured by the Group 1 or Group 2 thresholds or by NGER registration. Group 3's obligations start from a financial year beginning 1 July 2027.

What is the "no material risk" statement, exactly?

It's the short statement a Group 3 entity can publish instead of a full AASB S2 climate statement, under s.296B(1) of the Corporations Act, when the directors determine on a documented basis that the entity has no material climate-related risks or opportunities for the year. It's shorter than a full statement, but it still needs a board resolution and an auditor's report.

Does the "no material risk" statement still need to be audited?

Yes. The statement carries an auditor's report from an AUASB-registered assurance practitioner, the same as a full climate statement would — the exemption shortens what's disclosed, not the assurance requirement around it.

Who decides whether our climate risk is actually material?

Your directors make that determination, and it has to be on a documented, reasonable basis — not a guess. We build the assessment that gives the board something real to base the decision on: your own physical and transition risk exposure, not a generic sector statement.

What counts as evidence when we're assessing our own climate risk?

Concrete things: premises and asset locations exposed to weather or resource disruption, energy and fuel spend, supplier and customer concentration, any climate-related data requests already arriving from customers or lenders, and your NGER emissions position if you report under that scheme. We pull these together into the assessment file.

If a customer already asked us for Scope 3 emissions data, does that mean we can't claim no material risk?

It doesn't automatically rule it out, but it's evidence the board has to weigh, not ignore. A live customer data request or a lender's climate questions are exactly the kind of signal a materiality assessment is meant to catch — we log these and put them in front of the board as part of the assessment.

What's the three-year safe harbour, and does it protect a short, undocumented statement?

The phase-in gives entities a three-year window of protection from private civil litigation over the substance of a climate disclosure made under a reasonable process, with ASIC as the primary enforcer during that period. The protection is tied to the process being real — a statement issued without a documented assessment behind it doesn't get the same benefit.

Do you file this statement with ASIC or a regulator?

No. We prepare the assessment file, the draft statement and the evidence pack. Directors resolve and sign the statement, and it's lodged as part of the annual report through the same officeholder or registered-agent channel your existing financial reports go through.

What happens if our situation changes and we do have material climate risk next year?

The assessment becomes the starting point for a full AASB S2 readiness build rather than a short statement — that's the aasb-s2-readiness engagement. We flag this explicitly in the handoff so the board isn't caught by a bigger document arriving unannounced the following year.

Can a company just always claim no material risk to avoid the full disclosure?

No — the determination has to be genuine and evidence-based, and it's tested by an auditor's report every year the statement is used. A conclusion that isn't supported by the entity's own data doesn't hold up to that review, and repeating it despite mounting contrary evidence is exactly what the safe harbour doesn't protect.

Who actually signs off on the auditor's report for this statement?

An AUASB-registered assurance practitioner, the body accredited to provide assurance over Australian sustainability reporting. We can refer you to one if you don't already have an existing relationship through your auditor.

Your CapEasy experts

Connect with us

Talk to the people who handle this work every day — no call centre, no hand-offs.

Ayush Joshi

Ayush Joshi

Co-Founder

Ex-OYO and Tenaciousfly. 7+ years in business development, strategic acquisitions, financing and debt syndication.

Aditya Jain

Aditya Jain

Co-Founder

Ex-Bank of America. 4+ years in investment banking, EU & Indian compliances, ESG compliances, and project management.

Manav Raval

Virtual CFO & Tax Specialist

Section 80-IAC, tax planning and startup compliance. Previously at Toyota Motor Corporation and Jaguar Land Rover.

Ayush Faldu

Virtual CFO & Tax Specialist

Financial strategy, budgeting and cash flow — a CFO’s judgement, monthly.

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