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Annual Report
2022
HEAD OFFICE
PERTH
41 Bishop Street
Jolimont WA 6014
PO Box 90
Wembley WA 6913
T: 08 9317 0600
E: veris@veris.com.au
veris.com.au
Acknowledgment of Country
In the spirit of reconciliation Veris Limited acknowledges
the Traditional Custodians of country throughout
Australia and their connections to land, sea and
community. We pay our respect to their Elders past and
present and extend that respect to all Aboriginal and
Torres Strait Islander peoples today.
Contents
About us
Chairman’s Report
MD and CEO’s Report
HSEQ
Financial Reports
2
4
8
14
16
Veris Limited | Annual Report 2022
1
About us
Veris is Australia’s trusted, leading provider
of spatial data services. With over 550 people
and 15 office locations across Australia, we
combine national strength with local knowledge
and expertise to ensure the best outcomes for
our clients.
We provide our services to both private and public sector clients
across the infrastructure, property, resources, utilities, Government
and Defence sectors. Our impressive client list includes Australia’s
premier property groups such as Stockland, Mirvac and Lendlease,
blue chip mining companies such as BHP and Rio Tinto, as well as
a host of major Engineering consultancies, Tier 1 contractors and
Government agencies.
Our diverse geographical spread includes offices and extensive
operations in Victoria, New South Wales, Australian Capital
Territory, Tasmania, Queensland, South Australia and Western
Australia. Our presence in both the major metropolitan areas and
regional centres of most major States and Territories enables our
clients to benefit from our local presence and national reach.
Our commitment to Indigenous Participation is demonstrated
though our initial Reconciliation Action Plan, Veris Reflect, and our
Alliance with Wumara Group - a majority Indigenous owned land
and construction surveying company.
We operate under an accredited Health, Safety, Environment and
Quality (HSEQ) management system that is certified to the highest
international standards including ISO 9001, ISO 45001 and ISO
14001.
2
Veris Limited | Annual Report 2022
3
Karl Paganin
Non-Executive Chairman
Chairman’s Report
The 2022 financial year (FY22) has been a watershed year for Veris Limited (or “the
Company”) as it continues to build momentum on its return to profitability. The Company
is now strongly positioned and well-capitalised, with a clear, refined strategy; to be a pure-
play spatial data services business with a positive growth outlook.
The 2022 financial year has seen the Company
strengthen its balance sheet via the successful
divestment of its technology business Aqura
Technologies, made significant operating
improvements to its core business Veris Australia,
and has renewed the composition of the Company’s
Board with the appointment of Ms Tracey Gosling
and Dr Michael Shirley to the Board.
It has been pleasing to see the continued
improvement in the financial performance of Veris
during FY22. The Company once again achieved
year-on-year revenue growth from continuing
operations with revenue of $92.4 million for
FY22, representing an almost 20% increase from
FY21. Significantly, the Company also delivered a
consolidated Group profit after tax of $21 million in
FY22, a significant improvement from consecutive
losses recorded in preceding three years. Whilst
the net profit on the sale of Aqura Technologies of
$20.5 million was the primary contributor to this
result we believe the improved performance of Veris
Australia demonstrates a clear pathway to sustainable
profitability for the Company moving forward. Much
of this improvement is attributable to the new
management team introduced into the business in
FY20. It is great to see the core elements of the
strategy showing results.
Veris’ results may have been better still were it not
for the impacts of COVID-19. Widespread lockdowns
and nationwide border closures undoubtedly
impacted the Company’s ability to fully leverage its
national operating platform, including the movement
of specialist technical expertise and equipment
around Australia. The shutdown of key industry
sectors and restricted numbers of site personnel in
line with COVID safe operating plans was also a large
inhibiting factor in FY22. As in the previous years
affected by COVID, the flexibility and resilience of
employees to adapt to new ways of working was vital
to continue to deliver for our clients and is not only
appreciated but is highly commended.
4
We believe the
performance of Veris
Australia demonstrates a
clear pathway to sustainable
profitability
The successful completion of the sale of Aqura
Technologies to Telstra Purple for an enterprise
valuation of $30 million was a significant highlight of
the year. This valuation represented the approximate
market capitalisation of the Group at the time of the
announcement of the sale. The completion of the
sale represented the crystallisation of significant
value for Veris and its shareholders. Aqura was
established organically within Veris six years ago
and has experienced significant growth within the
Veris Group portfolio over that period. The Board
was of the view that the timing and environment
represented the right time to sell the business for the
benefit of the shareholders. The sale enabled Veris
Limited to retire all long-term debt and ensures the
Company is well capitalised with a strong balance
sheet and a significant net cash position. As a
simplified, pure-play spatial data services business
we are now well positioned to pursue our growth
ambitions.
5
Veris Limited | Annual Report 2022 Created by Dana Garlett, this artwork signifies the
alliance between Veris Australia and Wumara Group.
Veris Limited continued its process of significant
Board renewal over the financial year. It was
extremely pleasing to welcome Ms Tracey Gosling
to the Board as Non-Executive Director. Tracey is
an accomplished and adaptive senior leader whose
expertise will support Veris to deliver on its strategy.
Her strong background in technology, professional
services, digital transformation and growth strategies
in highly relevant industries will be invaluable to Veris
as we continue to progress our Digital & Spatial
strategy.
In June, after 11 years serving as Managing Director
and a Non-Executive Director of Veris Limited and
its forerunner OTOC Limited, Mr Adam Lamond
determined it was an appropriate time to resign
as a Non-Executive Director. Adam’s vision and
contribution to the development of Veris’ national
6
Momentum is certainly building
and as demonstrated by the
results the Company is strongly
positioned to continue on its
growth trajectory.
platform has been immense over a sustained period
of time. He also played an active role in the formation
and growth of the Aqura Technologies business. We
thank Adam for his significant contribution to the
development of Veris.
Dr Michael Shirley was also appointed as Managing
Director of Veris Limited, and joined the Board
as of 1 June 2022. Michael will retain his role as
Chief Executive Officer of Veris Australia. With
the appointment of Michael as Managing Director,
we strengthen the composition of the Board with
a senior leader that has deep alignment with our
strategy and is focussed on executing over the
coming years.
The combination of Tracey’s and Michael’s
appointments, coupled with the appointment
of David Murray towards the end of FY21 has
significantly enhanced the capabilities and depth of
industry experience of the Board.
The Company continued to undertake initiatives
aligned to its Reconciliation Action Plan (RAP).
Working closely with Wumara Group, a majority
Indigenous-owned land and construction surveying
company in which Veris Limited acquired an interest
last year, there have been a number of successes in
terms of working collaboratively as well as providing
opportunities for Indigenous Australians to start a
career in the spatial industry.
During the year, we took steps towards refreshing the
Company’s Environmental, Social and Governance
(ESG) initiatives, which were previously introduced as
part of our Corporate Social Responsibility Strategy.
Whilst Veris has always had a strong emphasis on
environmental, social and governance issues, looking
forward our focus will be on establishing the systems
and processes to enable us to report in line with the
relevant voluntary frameworks.
On behalf of the Board, I’d like to thank all
stakeholders of Veris including our shareholders,
clients, employees, suppliers and the community for
their support during a challenging but rewarding year
for Veris Limited. Momentum is certainly building
and as demonstrated by our results, the Company
is strongly positioned to continue on its growth
trajectory.
Karl Paganin
Non-Executive Chairman
7
Veris Limited | Annual Report 2022 Michael Shirley
Managing Director and
Chief Executive Officer
MD and CEO’s Report
The 2022 financial year (FY22) demonstrates the execution of Veris Australia’s strategy
is gaining traction and delivering results. After undertaking an ambitious program of
restructuring and re-orientating the business, we now have a solid foundation that provides
a platform for future sustained growth.
Core to this approach has been accelerating the
pivot towards becoming a spatial data business.
To drive value through the power of spatial data,
we’re not only collecting data using the latest
technologies, but providing innovative ways to
securely store, access, analyse and interrogate
the data for value enhancing insights and smarter
decision making. These types of high-value services
meet the drive by our clients and their industries
towards the rapid digitisation of assets. We are
seeing our Digital & Spatial service line impressively
grow its margins and revenue as a result.
Of course, none of this would be possible without
the industry-leading expertise and commitment of
our people. We are fundamentally a people business
and it’s the collective knowledge, expertise and
determination of our people that drives our success.
Our people have persevered through tough times and
significant change. They’ve demonstrated resilience
and flexibility throughout the COVID-19 pandemic,
and in some regions had to deal with catastrophic
weather events including flooding and bushfires.
The health and safety of our people is of paramount
importance. Throughout the year we’ve taken steps
to ensure health and safety is central to our culture
and everyone’s responsibility. It is imperative we
continuously strive to improve health and safety to
keep our people, clients and the community safe.
Financial Performance
The return to profitability this financial year is a
reflection of the hard work by our people, Senior
Leadership Team and Board over a number years. Our
stated objective is to return the business to sustained,
profitable growth through our restructuring and the
delivery of our revised strategy, so after sustained
years’ of losses I am delighted to see the small net
profit after tax in FY22. Importantly, we are setting
the business up for success in the longer term.
Veris Australia has achieved year-on-year revenue
growth since FY20, and in FY22 we were able to
grow revenue by almost 20% compared to FY21. The
momentum we have been building is demonstrated by
a strong performance in the second half of this year.
8
The momentum we
have been building is
demonstrated by a strong
performance in the second
half of this year.
Impressively, our Digital & Spatial business line
continues to make strong gains. It is delivering strong
growth in margins, up 82% from FY19 to FY22, and
revenue was up 50% on budget.
At the regional level, we’ve also been able to address
underperformance in NSW, with our Sydney office
now experiencing an increase in gross margin per
hour. Both Queensland and Tasmania have also
experienced growth of 30% and 168% respectively
over the last two years while retaining margins.
Operational impacts
COVID-19 continued to impact our operations and
performance across the year. In most cases through
the adoption of COVID safe plans on site and other
health measures we were able to continue delivering
safely for our clients. However, we were unable to
fully leverage the benefit of our national operating
platform, with border closures and snap lockdowns
impacting our ability to freely move skilled personnel
and equipment to where they were most required
9
Veris Limited | Annual Report 2022 across the country. Reductions to the number of
people on site, and in some cases the shutdown
of industries such as the construction sector had
significant impacts on our first half operational
performance. In addition, a number of severe rainfall
and flooding events on the east coast of Australia in
the second half of the year required us to adapt our
operations to manage risks.
Health and Safety
Reaffirming safety as a basic fibre of our culture
and continuing to progress our health and safety
messaging and systems were key priorities throughout
the year. Our teams once again had to adapt to a
range of COVID safe plans and ensure the necessary
measures were in place to continue to deliver for our
clients. We’re continuously striving to improve the
management of risks and protect the health and safety
of our people, clients and the community.
People and Culture
Challenging labour market conditions, with a shortage
of skilled personnel and the restricted movement
of people characterised FY22. To meet these
challenges, we continued to invest in a range of
initiatives to attract and retain the best talent.
10
It was pleasing to see a number
of new hires of women into
leadership positions as we
continue our efforts to address
the under-representation of
women in the industry.
During the year, we also embarked on our first
employee engagement survey. ‘The Way We Work’
survey was an opportunity for our people to have
their say, and let us know what it is like working
for Veris Australia, allowing us to gain a better
understanding of our strengths and identifying areas
in which we can improve. The survey results have
provided valuable information and informed a number
of actions that we need to take, some of which
have already commenced and others will soon be
underway.
aerial vehicles), mobile and autonomous LiDAR
systems for 3D data capture. We’ve also developed a
suite of Data-as-a-Service (DaaS) platforms including
3SiDe and Vantage for the easy access, visualisation
and analysis of spatial data. Embedding data and
digital platforms across our service offering to clients
is enabling us to value-add even in areas such as
planning and urban design, which have traditionally
been more static. Further, we have invested in talent
and brought in specialist skill sets and leadership in
our Digital & Spatial service line.
It was also fantastic to see our Young Professionals
Program enter its second year. The program, which
provides graduates with exposure to all areas of the
industry over a 12-month period, had an intake of 10
participants in FY22.
The uptake of flexible working has also been a key
part of how the business has evolved as a result of
COVID-19. Many of our employees now enjoy the
flexibility of finding the best way to fit their life and
work together by combining both working from home
and office-based work in a productive way.
Diversity and Inclusion was an ongoing focus for
the business. It was pleasing to see a number
of new hires of women into leadership positions
as we continue our efforts to address the under-
representation of women in the industry. We’re
committed to providing a place where everyone
feels free to be themselves and belong. A working
committee was also established to deliver a new
Diversity and Inclusion policy and associated
initiatives to ensure every individual is treated with
dignity and respect.
Spatial data strategy progress
As I mentioned earlier, the acceleration of our pivot
towards a spatial data business is a core element
of our strategy. We’ve invested in leading-edge
technologies including the latest UAVs (unmanned
When we combine our leading-edge technology,
platforms and expertise of our people we’re able to
provide our clients with end-to-end solutions for even
the most complex and challenging problems.
One such example was a project engagement to
inform, assess and protect against the risk of a rock
fall on a critical section of a highway in Tasmania, on
which we deployed a powerful mix of UAV surveys,
laser scanning, real-time sensor streaming and 3D
data visualisation and analysis via 3SiDe to manage
the risks remotely and enable the safe reopening of
the highway to the public. The Digital Twin solution
integrated spatial technologies and platforms under
the guidance of our domain experts, with a team of
surveyors and UAV pilots in the field.
Another example was a project engagement to
monitor twin underground motorway tunnels in
Sydney, where we performed mobile laser scanning
to rapidly capture detailed 3D data during a limited
timeframe. The large spatial data sets were
processed and delivered via our secure cloud-based
data delivery and visualisation platform – 3SiDe,
enabling viewing through any web browser. Value-
added smarts including Machine Learning were
then applied to identify cracks and defects within
the tunnels. A Geographic Information Systems
(GIS) dashboard with georeferenced data was
also provided for ease of navigation and enhanced
11
Veris Limited | Annual Report 2022 analysis. Once again our solution combined
technologies, platforms and the expertise of our
people to provide a value added end-to-end solution
for our client.
Unlocking growth in key accounts
Veris Australia has a leading client base across
the property, infrastructure, mining and resources,
defence, utilities and government market sectors.
We’ve put in a place a Key Account Management
Program to unlock growth in these key clients and
ensure we increase the share of revenue generated
from these clients for the business. It has been
pleasing to see this approach already delivering
results. In FY22, our key clients represented over
40% of Veris Australia’s revenue, representing year-
on-year growth of over 30%. We envisage further
growth over the next horizon by leveraging our
national operating platform, aligning the business to
clients who see value in our national presence and
multi-disciplinary expertise.
Indigenous Participation
Our alliance with Wumara Group - a majority
Indigenous owned land and construction surveying
company made some excellent progress throughout
12
The alliance aims to help close
the gap between Indigenous
and non-Indigenous Australians
by creating further training,
employment, and economic
opportunities for Australia’s First
peoples.
Pipeline & Outlook
Despite the current economic uncertainty due
to COVID-19, our secured forward workload has
continued to grow and is in excess of $55 million.
In addition to our forward workload, we anticipate
ongoing project variation and direct assignment works.
Further, we have a healthy unsecured project pipeline
that has continued to grow and has a weighted value of
approximately $190 million over the next 24 months.
More broadly, many of the market sectors we service
are currently experiencing high levels of investment
and growth:
Property – growth in greenfields residential, urban
renewal and strata developments.
Infrastructure - the wave of record-level
infrastructure spending commitments in response to
the pandemic continues to hit the market.
Defence – ongoing investment by the Australian
Government over the coming decade in new and
upgraded Defence capabilities.
Energy & Resources – investment in the supporting
infrastructure as well as operations and sustaining
capital.
Utilities – management and maintenance of existing
assets, utilities and connecting infrastructure.
Government – investment by Government agencies
in the planning of development and infrastructure and
maintenance of assets.
In closing, I would like to thank the Senior Leadership
Team and all of our people for their commitment and
flexibility over the last 12 months. We are building
momentum and making excellent progress. The solid
foundation we have built now provides a platform for
further growth.
Michael Shirley
Managing Director & CEO
13
the year on multiple fronts. The alliance aims to
help close the gap between Indigenous and non-
Indigenous Australians by creating further training,
employment, and economic opportunities for
Australia’s First peoples.
In January, the Indigenous Surveyor Employment
Pathway Program was launched. The Program offers
Indigenous Australians a pathway into the surveying
industry. Established in a collaboration between Veris,
Wumara Group, TAFE NSW and the Yarpa NSW
Indigenous Business & Employment Hub, the Program
consists of a combination of study and fieldwork to
provide participants with exposure to what it’s like
to be a surveyor, as well as the foundational skills to
start their career in the industry. Upon successful
completion of the Program, participants are offered
full time employment through traineeships with
Wumara Group and Veris. I’m delighted to say that our
first intake resulted in six participants being offered
traineeships with Wumara Group and Veris, where
they’ve been engaged on some of NSW’s biggest
infrastructure projects, and invited to continue their
studies in the Certificate III at TAFE.
The alliance has also provided opportunities for both
Veris and Wumara to work together on projects.
One particular example of this is the M6 Stage 1
Motorway in Sydney. With Veris awarded a contract
to provide project network control and survey for
tunnelling, we are working in alliance with Wumara
and together we are playing a key role in the service
delivery of the package as well as meeting and
exceeding Indigenous participation requirements for
the significant infrastructure project.
It’s examples such as these that demonstrate how
we can work together to help close the gap. These
initiatives also align our efforts to respectfully work
in partnership with Aboriginal and Torres Strait
Islander organisations and peoples, as outlined in our
Reconciliation Action Plan.
Veris Limited | Annual Report 2022 HSEQ
Health & Safety
Environment
The safety of our people and a commitment to zero
harm are values that are revered throughout Veris
and on every project. We promote and encourage
a culture where our employees are proactively
maintaining a safe and healthy workplace including
active promotion of safe work practices by adhering
to relevant legislation, standards and best practice
that impact on our operation, our client’s operation
and work environment in general.
Veris and our staff are committed to minimising the
impact on the environment through the development
of systems and processes to ensure that all practises
that have a potential to impact the environment are
considered and appropriate controls are implemented
to reduce the risk. Veris continues promoting
a culture of environmental awareness for the
sustainability of future generations.
Quality
Veris and its employees are dedicated to the
application of our quality processes and systems
which govern all business operations. Veris is
committed to providing quality work to a quality
standard which achieves high levels of client
satisfaction.
Veris operates under an accredited Health, Safety,
Environment and Quality (HSEQ) management
system that is certified to the highest international
standards.
14
FY22 TRIFR
13.06
FY22 LTIF
1,028,864 hrs
15
Veris Limited | Annual Report 2022 Financial Reports
Directors’ Report
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Lead Auditor’s Independence Declaration
Additional Information
Corporate Information
Corporate Directory
17
39
40
41
42
43
77
78
82
83
85
86
16
Directors’ Report
For the year ended 30 June 2022
Your Directors present their report together with the consolidated financial statements of Veris Limited ABN
80 122 958 178 (“the Company” or “Veris”) and the entities it controlled (together referred to as ‘’the Group’’)
at the end of, or during, the year ended 30 June 2022.
Information on Directors
Directors of the Company during the financial year ended 30 June 2022 and up to the date of this report are as
follows:
Name Role
Karl Paganin
Independent Non-Executive Chairman
Non-Executive Director
Brian Elton Non-Executive Director
Adam Lamond Non-Executive Director
David Murray
Tracey Gosling
Michael Shirley
Independent Non-Executive Director
Independent Non-Executive Director
Managing Director
Period of Directorship
Appointed 25 November 2019
Appointed 19 October 2015
Appointed 21 November 2019
Appointed 1 December 2020
Resigned 1 June 2022
Appointed 1 June 2021
Appointed 1 April 2022
Appointed 1 June 2022
The experience, other directorships or special responsibilities of the directors in office at the date of this report
are as follows:
Karl Paganin – Independent Non-Executive Chairman
Experience
Mr Karl Paganin has over 20 years’ senior experience in investment banking. He specialises in transaction
structuring, equity capital markets, mergers and acquisitions and strategic management advice to ASX listed
companies. He has also been and continues to be a non-executive director of various ASX listed companies.
Mr Paganin practised with major national law firms and was then appointed as Senior Legal Counsel for the
family company of the Holmes a Court family, Heytesbury Holdings Pty Ltd, where he spent 11 years. His
roles varied from Senior Legal Counsel to Director of Major Projects, a role which involved having conduct of
all major transactions within the Group.
Subsequent to Heytesbury, Mr Paganin spent 15 years as a Senior Investment Banker in Perth. In 2002,
he joined the Perth based Euroz Securities and established its Corporate Finance Department. In 2010, he
established and was Managing Director of GMP Australia Pty Ltd, an affiliate of a Canadian resources focused
specialist investment bank.
Mr Paganin is currently Non-Executive Director of ASX listed Southern Cross Electrical Engineering Limited.
Mr Paganin holds degrees in Law (B.Juris, LLB) and Arts (BA) from the University of Western Australia.
Mr Paganin was also a founding director of Spectrum Space (formally Autism West) a not-for-profit charity
focusing on providing opportunities for adolescents on the Autism Spectrum.
Special Responsibilities
Member of the Remuneration and Nomination Committee (appointed 24 June 2020)
Member of the Audit and Risk Committee
Other Listed Company Directorships in last 3 years
Southern Cross Electrical Engineering Ltd (June 2015 – current)
Poseidon Nickel Limited (1 October 2018 – 30 June 2020)
Interests in Shares of Veris Limited
19,189,350 fully paid ordinary shares
17
Veris Limited | Annual Report 2022 Directors’ Report
For the year ended 30 June 2022
Information on Directors (continued)
Brian Elton – Non-Executive Director
Experience
Mr Brian Elton is the founder of Elton Consulting and a Strategic Advisor to WSP. Mr Elton joined the Veris
Board as Executive Director in March 2018 when Elton Consulting was acquired by Veris. Subsequent to the
sale of Elton Consulting in November 2019, Mr Elton became a Non-Executive Director. He has extensive
experience in developing successful professional services businesses, and an in-depth knowledge of east
coast development and infrastructure sectors. He has an extensive network of contacts and clients in
Government, the not-for-profit sector and Tier 1 private sector organisations.
Mr Elton has over 40 years of experience in urban and regional planning in the UK and Australia focusing
on urban strategy, urban policy and governance and the delivery of major projects, having founded Elton
Consulting over 30 years ago.
Mr Elton is a Fellow of the Planning Institute of Australia and a Member of the Australian Institute of Company
Directors. His affiliations include the International Association of Public Participation, Green Building Council of
Australia and the Urban Development Institute of Australia.
Special Responsibilities
Chairman of the Remuneration and Nomination Committee (appointed 24 June 2020)
Member of the Audit and Risk Committee (until 30 June 2021)
Member of the Health, Safety, Environment and Quality Committee
Other Company Directorships in last 3 years
EMFOX Pty Ltd (July 2021 – current)
Interests in Shares of Veris Limited
38,786,018 fully paid ordinary shares
Adam Lamond – Non-Executive Director (Resigned 1 June 2022)
Experience
Mr Adam Lamond has over 25 years’ commercial experience with particular expertise in construction and
infrastructure activities across Australia.
Mr Lamond founded Ocean to Outback Electrical (OTOE) in 2003, a WA-based contracting business servicing
the mining industry and the forerunner to Veris Limited. Mr Lamond engineered a reverse takeover of ASX
listed company Emerson Stewart Group in 2011 resulting in the listing of Ocean to Outback Contracting
(OTOC) Limited.
Mr Lamond held the position of Chief Executive Officer of OTOC Limited from 2011 to 2014. Mr Lamond then
held the position of Executive Director - Business Development from 2014 to 2017, after which time he was
appointed Managing Director of the newly branded Veris Limited until 2 April 2020.
Special Responsibilities
Member of the Health, Safety, Environment and Quality Committee (Resigned 1 June 2022)
Interests in Shares of Veris Limited
48,591,815 fully paid ordinary shares
18
Directors’ Report
For the year ended 30 June 2022
Information on Directors (continued)
David Murray – Independent Non-Executive Director
Experience
Mr David Murray has over 40 years’ experience in professional services, providing a unique combination of
global, regional, commercial and industry skills to the Veris Board. Mr Murray was a Deloitte Australia Partner
for 26 years incorporating leadership roles across the business including the National Executive, Business Unit
Leader, Papua New Guinea Office Managing Partner and other National leadership roles and responsibilities.
Mr Murray is currently a Board member of a global insurance entity. He also Chairs the Audit and Risk
Committee of that entity. He is also Deputy Chair of a local not-for-profit organisation. Mr Murray is a member
of the Institute of Chartered Accountants Australia & New Zealand and a Member of the Australian Institute of
Company Directors.
Special Responsibilities
Chairman of the Audit and Risk Committee (Appointed 1 June 2021)
Interests in Shares of Veris Limited
3,200,000 fully paid ordinary shares
Tracey Gosling - Independent Non-Executive Director (Appointed 1 April 2022)
Experience
Ms Gosling is an accomplished and adaptive senior leader with deep experience in formulating and refining
growth plans centred on the transformation and commercialisation of digital strategies. Ms Gosling has broad
executive experience across a range of sectors including IT, telecommunications, transport, and professional
services.
Ms Gosling has served previously on the Geoscape Board and Investment Committee for two and a half years.
Ms Gosling is also a member of the Australian Institute of Company Directors GAICD and has previously
served in a range of roles in the Government sector across Australia.
Special Responsibilities
None
Other Company Directorships in last three years
Gosling Innovation Group (2016 – current)
Night Sky Pty Ltd (2021 – current)
Geoscape Australia (2018 - 2021)
Interests in Shares of Veris Limited
Nil
19
Veris Limited | Annual Report 2022 Directors’ Report
For the year ended 30 June 2022
Information on Directors (continued)
Dr Michael Shirley – Managing Director (Appointed 1 June 2022)
Experience
Dr Michael Shirley has over 30 years of industry experience, leading and engaging complex teams whilst
delivering business growth and strong commercial outcomes.
Dr Shirley has worked across the natural resources, environment, water, buildings and infrastructure sectors
across Australia and globally.
Dr Shirley has held senior executive roles for leading organisations including Sinclair Knight Merz, Jacobs and
most recently Aurecon where he was the Managing Director Clients. Michael has a demonstrated track record
of strategic and operational leadership, delivering outstanding long-term business growth.
Special Responsibilities
Chairman of the Health, Safety, Environment and Quality Committee (Appointed 15 May 2020)
Member of the Remuneration and Nomination Committee (Appointed 30 June 2021)
Interests in Shares of Veris Limited
4,573,353 fully paid ordinary shares
Information on Company Secretary
Steven Harding – Chief Financial Officer and Company Secretary
Experience
Mr Harding is a Chartered Accountant with over 25 years’ of finance and corporate advisory experience
including having held senior leadership roles with professional services and advisory firms PwC and KPMG.
Mr Harding has a strong track record in corporate finance including significant capital markets, merger and
acquisition transaction advisory and debt arranging experience in the mid-cap industrials sectors having held
senior positions in a number of mid-cap focussed investment banks.
Mr Harding holds a Bachelor of Business and is a Fellow of Chartered Accountants Australia and New Zealand
and Financial Services Institute of Australasia. Mr Harding was appointed to the role of Chief Financial Officer
of Veris from 2 April 2020. He was appointed Company Secretary on 27 November 2020.
Directors Meetings
The number of directors meetings and number of meetings attended by each of the directors of the Group
during the financial year are:
Director
Board Meetings
Audit & Risk
Committee
Remuneration
& Nomination
Committee
Health, Safety,
Environment
& Quality
Committee
Karl Paganin
Michael Shirley
Brian Elton
David Murray
Tracey Gosling
Adam Lamond
A
13
1
13
13
3
11
B
13
1
13
13
3
12
A
4
*
*
4
*
*
B
4
*
*
4
*
*
A
3
0
3
*
*
*
B
3
0
3
*
*
*
A
*
1
4
*
*
3
B
*
1
4
*
*
3
A = Number of meetings attended
B = Number of meetings held during the time the director held office during the year
* = Not a member of the relevant committee
20
Directors’ Report
For the year ended 30 June 2022
Dividends
There were no dividends paid or declared by the Company during the financial year.
Principal Activities
Veris Limited is the holding company listed on the ASX under the code VRS. Veris Australia Pty Ltd (“Veris
Australia”) is the operating subsidiary of the Company.
Veris Australia is Australia’s leading provider of spatial data services to both private and public sector clients.
Veris Australia provides an end-to-end spatial data solution for its clients that not only includes data collection,
analysis, interpretation but also data hosting and access, modelling, sharing and insights for clients with large-
scale data requirements.
Veris Australia’s diverse geographical spread includes offices and extensive operations in Victoria, New South
Wales, Australian Capital Territory, Tasmania, Queensland, South Australia and Western Australia. Its presence,
in both the major metropolitan areas and regional centres of all States and Territories, enables clients to benefit
from this local presence and national reach. It operates in the following sectors throughout Australia:
infrastructure;
property;
mining and resources;
energy and utilities;
government and
defence.
For eight months of the financial year (1 July 2021 to 28 February 2022), Aqura Technologies Pty Ltd also
operated as a wholly owned subsidiary of Veris Ltd. Aqura Technologies Pty Ltd was divested on 28 February
2022 and ceased being a member of the Veris Group at that date.
Significant Changes
The following significant changes in the nature of the activities of the Group occurred during the year:
Veris Limited completed the settlement of a share sale agreement with Telstra Purple Pty Ltd, a wholly
owned subsidiary of Telstra Corporation Ltd (ASX: TLS), under which Telstra Purple has acquired 100%
of the shares in Aqura Technologies Pty Ltd (“Aqura”) on 28 February 2022 for an enterprise value of $30
million.
During the year, two new Directors were appointed to the Board of Veris Ltd:
_ Ms Tracey Gosling was appointed as Independent Non-Executive Director as at 1 April 2022; and
_ Dr Michael Shirley , the CEO of Veris Australia Pty Ltd, was appointed as Managing Director of Veris
Limited, and joined the Board of Veris Ltd as at 1 June 2022. Dr Shirley retains his role as Chief
Executive Officer of Veris Australia.
The appointment of Dr Shirley coincided with the retirement from the Board of Directors of Mr Adam
Lamond as a Non-Executive Director on 1 June 2022.
Veris Australia was successfully awarded significant new contracts across our national platform
incorporating the delivery of a range of our specialised services including:
_ The Sydney Metro West Contract in NSW for the delivery of subsurface and utility investigations as part
of the Central Tunnelling Package;
_ The Iron Bridge Magnetite Project in WA for the delivery of survey, pipeline design, data analysis and GIS
support;
21
Veris Limited | Annual Report 2022 Directors’ Report
For the year ended 30 June 2022
Principal Activities (continued)
_ Beaudesert Water Supply Upgrade Project in Queensland for the delivery of survey set-out, machine
control modelling, asset design and construct analysis;
_ M6 Motorway Project in Sydney for the delivery of project support services in partnership with Veris’
alliance partner, Wumara Group; and
_ Northern Goldfields Pipeline Infrastructure Project in regional WA involving the delivery of drafting, GIS,
survey, locating and data management services.
In July 2021 the Company acquired a 49% interest in EMFOX Pty Ltd trading as Wumara Group, a majority
Indigenous owned land and construction surveying company.
Veris Limited announced on 8 June 2022 that it intends to implement an on-market share buy-back for up to
10% of the Company’s fully paid ordinary shares on issue.
Operating and Financial Review
The 2022 financial year saw a simplification of the Group’s operating structure following the sale of the Aqura
Technologies business in February 2022. The divestment of Aqura Technologies leaves Veris Australia as Veris’
sole operating subsidiary, the results of which are presented as the continuing operations of the Group in the
table below.
In FY22, Veris Australia experienced a continuation of the challenging and uncertain operating environment
first experienced the year prior as a result of the COVID global pandemic. Despite the challenges of the COVID
pandemic, tight labour market, supply chain constraints and broader inflationary pressures, Veris Australia’s
operating model continued to evolve and has continued to demonstrate a significant turnaround in business
performance and trajectory.
For the year ended:
Continuing operations
Revenue
Statutory profit / (loss) after tax
Add back:
Tax (benefit) / expense
Net finance expense
Restructuring costs
Share-based payment
Acquisition costs
Adjusted EBIT profit / (loss)
Depreciation and amortisation
Adjusted EBITDA from continuing operations(ii)
Discontinued operations
Discontinued operations (loss) / profit net of tax
Gain on disposal of subsidiary
Net profit from discontinued operations, net of tax
Key Balance Sheet Metrics
Net Assets
Working Capital(iii)
30 Jun 2022
$000
30 Jun 2021
$000
92,366
510
Restated(i)
77,442
(2,296)
(405)
1,234
215
8
4
(96)
1,659
228
111
12
1,566
(382)
8,441
7,794
10,007
7,412
(2,230)
916
22,770
-
20,540
916
28,587
7,512
16,280
(6,367)
The comparative information has been restated due to a discontinued operation. Refer Note 2.
(i)
(ii) Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation and acquisition related costs, restructuring, share-based
payments and is an unaudited non-IFRS measure.
(iii) Working capital is defined as current assets less current liabilities.
22
Directors’ Report
For the year ended 30 June 2022
Operating and Financial Review (continued)
The Group recorded revenue of $92.4 million (FY21: $77.4 million) from continuing operations, representing a
19% increase in revenue over the prior year.
This result was achieved despite the first half of the year being characterised by enduring COVID-related
lockdowns in two of Veris’ largest markets of Victoria and Sydney. These were coupled with widespread
national border closures impacting the Group’s ability to mobilise staff and high value equipment to service
key clients and project opportunities. These challenges continued through the third quarter. Whilst the
border restrictions eased during the 3rd quarter, the ensuing spread of COVID throughout communities
across Australia resulted in high volumes of staff unavailability and project site access restrictions due to
the implementation of COVID health and safety protocols during the 4th quarter. In addition to the ongoing
challenges of COVID, Veris has also faced continuing labour shortages of key skilled personnel as well as
inflationary pressures and significant weather events across the eastern seaboard.
Despite these challenging operating conditions, Veris Australia experienced a strong increase in revenue
across the financial year, with $49.2 million delivered in the second half of FY22, representing an increase
of 14.5% on the 6 months ended 31 December 2021. Encouragingly, we saw the step up in our financial
performance in the second half of the year as some of the COVID challenges started to ease.
The Group achieved EBITDA of $10.0 million in FY22 from the continuing operations of Veris Australia,
reflecting growth of 35%, up from $7.4 million in FY21. The Group reported a statutory net profit after tax
of $21.0 million, reflecting the impact of the net gain on sale of the Aqura Technologies division of $22.8
million. The net proceeds on sale of Aqura Technologies have strengthened the working capital position of the
Group and enabled the extinguishment of the Group’s long-term corporate debt facility with the CBA. The
strengthened capital position has enabled the Group to revisit a number of longer-term supply arrangements
and restructure these to deliver more favourable terms to Veris Australia which the Group expects will deliver
cost and operating efficiencies.
The increase in adjusted EBITDA resulted from continued execution of operational improvement strategies
implemented by the new management team in Veris Australia. These strategies focused on increased project
management discipline as well as a continuation of cost rationalisation strategies implemented in the prior year.
Whilst adjusted EBITDA included $1.0 million of the NSW State Government’s JobSaver wage cost offset,
Veris management consider that the enduring costs and impacts throughout the first half of FY22 of various
COVID related operating impacts (e.g. extended lockdowns throughout Victoria and NSW, border closures,
inabilities to mobilise key staff and management to service projects and conduct business development
activities, inefficiencies in mobilising high value technical equipment) resulted in cost inefficiencies and
revenue opportunities foregone that more than offset any benefit that may have been obtained via the NSW
Government’s JobSaver short-term offset.
Despite the constrained and interrupted operating environment, the Group has continued to invest in our
people, systems and leading-edge equipment to build strong foundations to underpin the medium-term
strategy for accelerating growth delivery in FY23 and beyond. This program of investment was undertaken
whilst also continuing a focussed operating cost rationalisation strategy.
In FY22 Veris Australia incurred restructuring costs associated with ongoing headcount reductions as
continued operational efficiencies were identified following the Operational Review in FY21.
The strengthened balance sheet arising from the completion of the sale of Aqura Technologies and continued
operational focus generating positive operational cash flows enabled Veris to fully repay the CBA term bank
debt during the year.
23
Veris Limited | Annual Report 2022 Directors’ Report
For the year ended 30 June 2022
Operating and Financial Review (continued)
Net assets increased on prior year primarily as a result of the sale of the Aqura Technologies business in
February 2022 and the operating profit generated by Veris Australia.
The working capital position of the Group improved significantly from a deficiency of $6.4 million at 30 June
2021 to a positive balance of $16.3 million at 30 June 2022, as a result of:
Increased cash balance following the settlement of the proceeds on sale resulting from the sale of the
Aqura Technologies business in February 2022;
The repayment and extinguishment of the outstanding $4.7 million balance of the CBA Cash Advance
Facility which was classified as a current liability at 30 June 2021; offset by
The increase in Trade and Other Receivables and Contract Asset balances associated with the increased
level of project related activity in the second half of the financial year.
COVID Impacts
The performance of the business in FY22 was heavily impacted by the various State-based rolling lockdowns
and restrictions as COVID once again significantly impacted the community, particularly in the first half of the
financial year.
These severely impacted the momentum the business had been building in our Victorian and New South
Wales operations as both State governments implemented enduring restrictions to mitigate the spread of
COVID across the community. Extended lockdowns in two of our largest big markets caused significant
reductions and deferrals in workload along with reduced efficiencies in the delivery of the work.
Additionally, the continued travel restrictions within and between states in the first half of the financial year
impacted the ability of the business to grow revenue. Key staff and equipment resources were unable to be
readily deployed as new project opportunities presented.
Additionally, margins in the first half were impacted by the Group’s proactive decision to retain our key skilled
workforce despite the considerable additional staffing costs that this entailed. The Group’s view was that as
COVID lockdowns and restrictions eased with the increasing take-up of vaccines within the community, the
return of economic activity will result in stronger demand for Veris’ specialist services and skills. This decision
was vindicated in the second half of the year as the industry, and Australian economy at large, faced a skills
shortage and increasing costs of attracting specialist employees to cater for the increased workloads.
During these challenging times, the continued focus of the Group was the safety and engagement of the Veris
workforce. Veris’ key objective was to, ensure the retention of our skilled resources to ensure the available
capacity to respond quickly as the markets opened up once vaccination rates increased.
Importantly, as the second half of the year progressed, Veris Australia experienced strong growth in our
project pipeline and secured backlog of projects to complete. Many of these projects had been deferred
during the extended lockdown periods and the broader skilled labour shortages vindicated our focus on
retaining our key staff during the first half of the financial year.
Accelerating the pivot towards a spatial data business
Throughout FY22, Veris Australia significantly accelerated its pivot towards becoming a leading spatial data
business by further investing in its Digital and Spatial capabilities. Whilst the core survey service offering
of Veris Australia continues to collect and analyse data for its clients across a diverse range of sectors, the
expansion of the business’s Digital and Spatial capabilities represents a strategic opportunity to capture growth
and deliver enhanced margins while meeting the push towards digitalisation and data-driven insights by
industry.
24
Directors’ Report
For the year ended 30 June 2022
Operating and Financial Review (continued)
Accelerating the pivot towards a spatial data business (continued)
As part of this acceleration, further investment was made across FY22 in state-of-the-art 3D data capture
technology including:
an upgraded and expanded fleet of unmanned aerial vehicles (UAVs) and specialist payloads,
market-leading mobile laser scanning platforms; and
leading-edge terrestrial laser scanning equipment.
A key platform in Veris’ Digital and Spatial strategy offering involves the capability inherent in our web-based
visualisation platform that delivers an end-to-end solution for clients that not only includes data collection
and capture but also data hosting, sharing, modelling, analysis and insights. The ability to provide a leading
technological offering coupled with industry leading insights and ongoing data access is key to the delivery of
our strategy.
Veris Australia has continued to invest in additional specialist skill sets, including the expansion of our GIS
service offering nationally, and additional Digital and Spatial leadership and technical skillsets, including data
analysts developing bespoke artificial intelligence based tools across our regions to target specific growth
opportunities and greater cross-selling of services.
The growth of our GIS services is strongly linked to our property and infrastructure clients. FY22 saw
continued year-on-year growth in the usage of Veris’ GIS portal, Vantage, which continues to support our large
property clients and facilitate the delivery of large greenfield estates.
The investment in Digital and Spatial capability has already delivered a strong return, with an improvement in
margin and revenue growth across the Digital and Spatial business line in FY22. The business is delivering value
from data for its clients, by providing high value spatial data solutions. Our internal development of applied Artificial
Intelligence (AI) and machine learning approaches are providing insights and value to clients. This is hosted
through our web-based platform 3SiDe, which further supports our delivery and relationships with clients.
Outlook
Whilst the COVID pandemic continues to present challenges to the economy, record levels of investment
in infrastructure and defence, continued strong market conditions for property, growth in the mining and
resources sector, and an increasing industry requirement for Digital and Spatial data solutions will position
Veris Australia well into the future.
Despite interest rates recently increasing towards longer term averages, underlying market conditions in
residential property markets remain strong as continued demand for vibrant and liveable communities provide
an opportunity for Veris Australia to deliver key services underpinning the growth in Greenfields and Strata
developments across Australia. As Australia experiences a return of inbound migration in coming periods, this
is also expected to underpin healthy property markets.
As the Federal and State Governments continue to deliver on the range of infrastructure spending
commitments in coming years, we are well positioned to capture significant infrastructure opportunities across
major population centres and regional areas.
Defence remains a key emerging market for Veris Australia and part of our growth strategy. With the Federal
Government’s $270 billion boost to defence capability over the next 10 years, there are opportunities for us to
provide our specialist technical and advisory services on defence projects across Australia, aligned to our local
presence in those states. Following the recent Federal election in May 2022, the incoming Government has
said that it supports the current level of funding.
25
Veris Limited | Annual Report 2022 Directors’ Report
For the year ended 30 June 2022
Operating and Financial Review (continued)
Outlook (continued)
The mining and resources sector continues to experience strong levels of capital investment, particularly in
Western Australia, driven by the ongoing strength in prices for iron ore. We continue to service the resources
sector through our national footprint which enables us to have a strong local presence in the Pilbara region
of Western Australia, with operations in the resources hubs of Karratha and Port Hedland, and regional
Queensland. Recent strength in coal, nickel and bauxite commodity prices underpin a positive outlook for
regional Queensland operations.
The outlook for Veris Australia is buoyant, with many of its key market sectors currently experiencing high
levels of investment and growth, as well as a continuation of the customer led drive for digital transformation
to underpin the realisation of inherent efficiencies in the use of spatial data.
Pipeline
Veris enters FY23 with a strong order book and pipeline. The secured forward workload is in excess of $55m,
to be executed over the next 12 months, which is 10% higher than the same time last year. Veris’ unsecured
project pipeline has continued to grow and now has a weighted value in excess of $190 million over the next
24 months.
Corporate Governance Principles and Recommendations
The Australian Securities Exchange (ASX) Corporate Governance Council sets out the best practice
recommendations, including corporate governance practices and suggested disclosures, through the
ASX Corporate Governance Principles and Recommendations (the ASX Recommendations). ASX Listing
Rules 4.10.3 requires companies to disclose the extent to which they have complied with the ASX
Recommendations and to give reasons for not following them.
The Veris Board endorses the ASX Recommendations which have been adopted by the Company for the year
ended 30 June 2022, unless otherwise indicated. Please see the Company’s Appendix 4G and accompanying
Corporate Governance Statement which is released on the ASX platform annually for further information. The
Company also has a Corporate Governance section on its website; www.veris.com.au which includes the
relevant documentation suggested for disclosure by the ASX Recommendations.
Risks
There are specific risks associated with the activities of the Group and general risks, some are within and
some are beyond the control of the Group and the Directors. The most significant risks identified that may
have a material impact on the future financial performance of the Group and the market price of the Group’s
shares are:
COVID Pandemic
The COVID pandemic has created an unprecedented level of uncertainty. Impact to the Group’s operations
to date have been varied, the evolution of the pandemic and any escalation of the government’s response,
including but not limited to, increased or prolonged restriction of workforce movements, increased safety
protocols, and reduction in demand from the Group’s customers may negatively impact the Group’s operations.
Project Delivery Risk
Execution of projects involves professional judgment regarding scheduling, development and delivery. Failure
to meet scheduled milestones could result in professional product liability, warranty or other claims against the
Group.
26
Directors’ Report
For the year ended 30 June 2022
Risks (continued)
Project Delivery Risk (continued)
The Group maintains a range of review processes, insurance policies and risk mitigation programs designed to
closely monitor progress and services and outputs delivered. Sub-optimal project execution can put pressure
on earnings, cashflow and the ability to fund growth. We are focused on ensuring execution of work to a high
standard and improving our operations to increase our value proposition to clients.
Working with Potential Safety Hazards Risk
In undertaking work and delivering projects for its customers, Veris’ employees and subcontractors can
operate in potential hazardous environments and perform potentially hazardous tasks.
Management and the Board remain alert to the safety risks posed to employees and subcontractors, devote
significant time to monitoring the effectiveness of the Group’s safety framework, and have implemented
a wide range of controls and proactive programs to increase awareness of significant hazards and prevent
injuries to employees and subcontractors.
Legal and Contractual Risk
Errors, omissions or incorrect rates and quantities mean the Group may not achieve full benefits of project
deliverables and may lead to a negative impact on financial performance. Additionally, accepting unfavourable
and/or failing to understand contractual terms can lead to disputes with third parties and litigation. The Group
seeks to mitigate these risks by defining the Group’s commercial appetite for contractual and financial risk,
following a tendering process and estimation programme and using the knowledge and experience of staff for
pricing, contract reviews and screening.
Political Risk
Major infrastructure and civil work may depend on Government approval and funding. Project timing may vary
when government approval and funding is either delayed and/or withheld due to reasons such as political,
economic and environmental changes. The Group have diversified its revenue base across multiple sectors,
suppliers and states to mitigate and reduce potential impact to results.
Retention of Key Personnel and Sourcing of Subcontractors Risk
The talents of a growing, yet relatively small number of key personnel contribute significantly to the Group’s
operational effectiveness. Management and the Board have implemented strategies to retain those personnel,
including participation in appropriate incentive arrangements and participation in the Group’s employee
development and succession programs.
Access to an appropriately skilled and resourced pool of employees and subcontractors across Australia is
also critical to Veris’ ability to successfully secure and complete field-based work for its customers. Veris is
exposed to increased labour costs in markets where the demand for skilled labour is strong. Veris utilises a
comprehensive framework to conduct reward/ remuneration and succession planning which includes talent
development as well as annual salary benchmarking.
Growth Risk
The ability to fund growth opportunities may be compromised if the Group does not meet covenant
requirements within external financing facilities, internally established performance targets or adequately
manage market expectations. The Group has a defined strategy which is supported by the Board and senior
management as well as external financiers and a comprehensive internal and external communications plan
ensures transparency with the market and alignment with the workforce.
27
Veris Limited | Annual Report 2022 Directors’ Report
For the year ended 30 June 2022
Risks (continued)
Competition Risk
There is potential for changes in the market, whereby a competitor’s product or technology may lead to loss of
competitive advantage of the Group, or a competitor may become more aggressive in response to our strategy
which may compromise our ability to achieve growth targets. The business has a process in place to monitor
competitor behaviour, both in response to Group’s strategy, as well as changing market conditions, business
environment and innovations.
Cyber Security and Data Protection Risk
Information technology and data are critical to Veris’ value creating activities and lost access to its IT systems
and data would have a major impact on the business. The growing volume and complexity of cyber-attacks
is increasing the risk to Veris’ networks and operating protocols. Veris continues to invest in systems and
infrastructure to protect our assets. This includes information security management systems, anti-malware
and response detection software, multi-factor authentication, security education and awareness materials and
ensuring business resilience plannings for cyber related scenarios. Veris continues to evolve the design and
implementation of its cyber and data risk management framework to ensure appropriate cyber security and
risk mitigation protocols are in place, facilitate organisational efficiency, improve disaster recovery protocols
and ensure secure business continuity protocols are in place.
Business Integrity and Reputation Risk
As a listed company with a national presence, the Group is subject to numerous rapidly evolving and complex
laws and regulations. Stakeholder trust is directly tied to ethical behaviour, compliance with applicable rules
and regulations and internal policies and procedures. The Group has implemented operation and enterprise risk
assessment frameworks and protocols to clearly identify and manage potential risks.
Significant Events After Period End
The Group continues to monitor issues related to COVID. Changes have been made to operations across the
Company in order to minimise the spread including following advice on mask mandates and social distancing.
As the pandemic develops we will continue to monitor operations and activities to ensure we remain as
vigilant as possible.
On 27 July 2022, Veris Limited announced that it had completed the first tranche of share buy-back for
750,000 ordinary fully paid shares at $0.0705 per share. This is following the announcement on 8 June 2022
that Veris Limited intends to implement an on-market share buy-back for up to 10% of the Company’s fully
paid ordinary shares on issue (approximately 52.3 million shares) over the upcoming 12-month period between
24 June 2022 to 8 June 2023.
Other than the matters discussed above, there has not arisen in the interval between the end of the financial
year and the date of this report any item, transaction or event of a material and unusual nature likely, in the
opinion of the Directors of the Company, to significantly affect the operations of the Group, the results of
those operations, or the state of affairs of the Group, in future financial years.
Likely Developments
Whist the Board and management remain vigilant in monitoring COVID and its impact on the core markets
in which Veris Australia operates, we expect opportunities to continue to present themselves over FY23
and beyond via the significant capital and infrastructure related works programs flagged by Commonwealth
and State Governments across Australia to support economic activity and lay a platform for recovery. Veris
Australia is well positioned to benefit from any increased or accelerated infrastructure spend and enters FY23
with approximately $55 million of work in hand and a strong tender pipeline.
28
Directors’ Report
For the year ended 30 June 2022
Remuneration Report – Audited
The Directors are pleased to present your Company’s 2022 Remuneration Report which sets out the
remuneration information for Veris’ Non-Executive Directors, Executive Directors and other Key Management
Personnel. The information provided in this Remuneration Report has been audited as required by section
308(3C) of the Corporations Act 2001. This Remuneration Report forms part of the Directors’ Report. For the
purposes of this report ‘Key Management Personnel’ (KMP) of the Company are defined as those persons
having authority and responsibility for planning, directing and controlling the major activities of the Company,
directly or indirectly.
The report contains the ten sections: a) Directors and Executive disclosures; b) Remuneration policy; c)
Remuneration advice; d) Performance linked compensation; e) Details of share-based compensation and
bonuses; f) Voting and comments made at the Company’s 2021 Annual General Meeting; g) Contractual
arrangements; h) Details of remuneration; i) Analysis of bonuses included in remuneration; and j) Equity
instrument disclosure relating to key management personnel.
a) Directors and Executive disclosures
The details of Directors and Key Management Personnel disclosed in this report are outlined below.
Non-Executive Directors
Karl Paganin
David Murray
Brian Elton
Adam Lamond
Tracey Gosling
Executive Director
Chairman
Independent, appointed 25 November 2019
Non-Executive Director
Independent, appointed 1 June 2021
Non-Executive Director
Non-Independent, appointed 21 November 2019
Non-Executive Director
Non-Independent, appointed 1 December 2020, resigned
Non-Executive Director
Independent, appointed 1 April 2022
Michael Shirley
Managing Director
Appointed 1 June 2022
Executive KMP
Michael Shirley
Chief Executive Officer
Appointed 29 October 2019
Steven Harding
Chief Financial Officer Appointed 2 April 2020
Company Secretary Appointed 27 November 2020
Steve Pearson
Chief Commercial Officer
Appointed 30 March 2020, KMP effective 1 March 2022
Travis Young
Chief Executive Officer – Aqura
Technologies
Ceased 28 February 2022
b) Remuneration policy
The Group has high expectations of its personnel and its executive leadership team. The Group aligns the
performance outcomes of its executives with its own corporate outcomes and as such remuneration will be
based on merit, performance and responsibilities assigned and undertaken.
Remuneration and nomination committee
The Group has a Remuneration and Nomination Committee, which is responsible for:
Assessing appropriate remuneration policies, levels and packages for Board Members, the CEO, and (in
consultation with the CEO) other senior executive officers;
Monitoring the implementation by the Group of such remuneration policies; and
Recommending the Group’s remuneration policy so as to:
_ motivate directors and management to pursue the long-term growth and success of the Group within an
appropriate control framework; and
Demonstrate a clear relationship between key executive performance and remuneration.
29
Veris Limited | Annual Report 2022 Directors’ Report
For the year ended 30 June 2022
Remuneration Report – Audited (continued)
b) Remuneration policy (continued)
Non-Executive Director remuneration policy
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of Non-Executive
Directors shall be determined from time-to-time by a general meeting. The Constitution was amended by
special resolution of the members on 23 November 2016 with the aggregate remuneration increasing from
$250,000 to $500,000 per annum, which is to be apportioned amongst Non-Executive Directors. As at 1
April 2022, the Non-Executive Directors remuneration was restructured such that the Chairman salary was
reduced from $125,744 to $115,000 and the Non-Executive Director remuneration was reduced from $77,305
to $70,000.
The Company has entered into service agreements with its current Non-Executive Directors; refer details of
the contractual arrangements on page 16 of this remuneration report. Retirement payments, if any, are agreed
to be determined in accordance with the rules set out in the Corporations Act 2001 at the time of the Directors
retirement or termination. Non-Executive Directors’ remuneration may include an incentive portion consisting
of bonuses and/or options, as considered appropriate by the Board, which may be subject to shareholder
approval in accordance with the ASX Listing Rules.
Executive remuneration policy
The Company’s remuneration policy is to ensure the remuneration package appropriately reflects the person’s
duties and responsibilities and that remuneration is competitive in attracting, retaining and motivating people
of the highest quality. The Company aims to reward executives with a level of remuneration commensurate
with their position and responsibilities within the Company so as to attract and retain executives of the highest
calibre, whilst incurring a cost that is acceptable to shareholders.
The overall executive team and remuneration framework is designed to link reward more directly to the
strategy and drivers of Veris Australia in creating long term shareholder value and is fit for purpose for the
phase of the company’s life cycle.
FY20 Incentive Plan (CEO)
Performance Rights of 1,000,000 were issued under the Veris Incentive Plan to the CEO of Veris Australia on
commencement of his employment in October 2019. The Performance Rights vested during the reporting
period (FY22) into fully paid ordinary shares following two years continued employment (2-year retention) and
achieving an increase in the Veris Australia EBITDA margin by 40% or greater during this period.
FY21 Incentive Plan
Veris Australia has a national footprint and over 550 staff. Veris Australia has implemented a new operating
model which is crucial to ensure success of the Company. Veris implemented an Incentive Plan during the
period ending 30 June 2021. The primary objectives of this Incentive Plan was to reflect the new operating
model implemented where all personnel are accountable for strategy execution and daily operational
performance and improvement and to reward executives for achievement of the stated objectives in line with
the Veris strategy.
The FY21 Plan allowed for a payment equal to up to 30-50% of TEC (Total Employment Cost) based on the
achievement of a behavioural element and a minimum performance of budget at the profit before tax line
payable in 50% cash and 50% equity. The equity will be issued by way of performance rights, which will vest
depending on continued employment for one year post issue.
No payments, in either cash or equity, were made pursuant to the FY21 Incentive Plan.
30
Directors’ Report
For the year ended 30 June 2022
Remuneration Report – Audited (continued)
b) Remuneration policy (continued)
FY22 Incentive Plan
The FY22 Plan allows for a payment equal to up to 30-50% of TEC (Total Employment Cost) based on the
achievement of a behavioural element and a minimum performance of budget at the Profit Before Tax line
payable in 50% cash and 50% equity. The equity element will be issued by way of performance rights, which
will vest depending on continued employment for one year post issue.
c) Remuneration advice
Remuneration is regularly compared with the external market by participation in industry salary surveys and
during recruitment activities generally. During the year no consulting firms were engaged to provide advice in
regard to remuneration.
d) Performance linked compensation
The following table shows key performance indicators for the Group over the last five years.
Financial Year Ended 30 June
LTI
STI
Closing Share Price ($)
EPS (cents)
Profit / (Loss) from Continuing
Operations ($’000)
2022
0.063
4.04
105
2020
2019
2018
2021
Restated
0.074
(0.33)
0.036
(6.14)
0.047
(11.29)
(2,392)
(23,210)
(40,643)
Adjusted EBITDA
10,007
8,328
1,860
Average % of Maximum STI
awarded to Executives (i) (%)
Dividends paid ($’000)
-
-
-
-
-
-
(i) Represents STI payable/paid as a percentage of the maximum STI payable.
e) Details of share-based compensation and bonuses
0.24
(0.39)
(1,056)
11,189
29%
4,100
-
1,770
1,636
(i) Options
No options were granted to Directors and Key Management Personnel during or since the end of the reporting
period.
(ii) Performance rights granted as compensation to key management personnel
No Performance Rights were granted to Key Management Personnel during the reporting period.
(iii) Details of long term incentives affecting current and future remuneration
Key
Management
Personnel
Instrument
# Grant
date
%
vested
in year
#
vested in
year
%
forfeited/
lapsed in
year
#
forfeited
/lapsed
in year
Financial
years in
which
grant
vests
Face
value
of
vested
rights
Michael Shirley
Performance
rights
1,000,000 29 Oct
2019
1,000,000
100% 1,000,000
-
-
2022
-
31
Veris Limited | Annual Report 2022 Directors’ Report
For the year ended 30 June 2022
Remuneration Report – Audited (continued)
e) Details of share-based compensation and bonuses (continued)
(iv) Vesting and exercise of performance rights granted as remuneration
FY20 Incentive Plan (CEO)
Performance Rights of 1,000,000 were issued under the Veris Incentive Plan to the CEO of Veris Australia on
commencement of his employment in October 2019. The Performance Rights vested during the reporting
period (FY22) into fully paid ordinary shares following two years continued employment (2-year retention) and
achieving an increase in the Veris Australia EBITDA margin by 40% or greater during this period.
f) Voting and comments made at the Company’s 2021 Annual General Meeting
The adoption of the Remuneration Report for the financial year ended 30 June 2021 was put to the
shareholders of the Company at the Annual General Meeting held 20 October 2021. The Company received
98.74% of votes, of those shareholders who exercised their right to vote, in favour of the remuneration report
for the 2021 financial year. The resolution was passed without amendment on a poll.
g) Contractual arrangements
On appointment to the Board, all Non-Executive Directors enter into a service agreement with the Company
in the form of a letter of appointment. The letter summarises the Board policies and terms, including
remuneration, relevant to the office of Director.
Remuneration and other terms of employment for the Board members, Chief Executive Officer, Chief Financial
Officers and other Key Management Personnel are also formalised in service agreements. Major provisions of
the agreements relating to remuneration are set out below.
Name
Term of agreement
Base Salary +
superannuation
Termination
Karl Paganin (A) Mr Paganin will hold office until the
next annual general meeting of the
Company where he may be subject
to retirement by rotation under the
company’s constitution.
Brian Elton (B)
Mr Elton will hold office until the
next annual general meeting of the
Company where he may be subject
to retirement by rotation under the
company’s constitution.
David Murray (B) Mr Murray will hold office until the
next annual general meeting of the
Company where he may be subject
to retirement by rotation under the
company’s constitution.
$115,000 In accordance with the company’s
constitution and the Corporations Act
2001 (Cth).
$70,000 In accordance with the company’s
constitution and the Corporations Act
2001 (Cth).
$70,000 In accordance with the company’s
constitution and the Corporations Act
2001 (Cth).
Tracey Gosling Ms Gosling was appointed on 1 April
$70,000 In accordance with the company’s
2022 and will hold office until the
next annual general meeting of the
Company where she will be eligible
for election as a Director and, if
elected, will be subject to retirement
by rotation under the company’s
constitution.
constitution and the Corporations Act
2001 (Cth).
32
Directors’ Report
For the year ended 30 June 2022
Remuneration Report – Audited (continued)
g) Contractual arrangements (continued)
Name
Term of agreement
Base Salary +
superannuation
Termination
Michael Shirley
(C) (D) & (E)
Until validly terminated in accordance
with the terms of the Agreement.
Dr Shirley was appointed a Director on
1 June 2022.
Steven Harding
(C) (D) & (E)
Until validly terminated in accordance
with the terms of the Agreement.
$394,200 Termination by Company with reason – 1
months’ notice
Termination by Company without reason
– 3 months’ notice.
$295,650 Termination by Company with reason – 1
months’ notice
Termination by Company without reason
– 3 months’ notice. In the event of
termination of employment occurring
within 12 months following a Change
of Control event, the employee is
entitled to a payment upon termination
equal to 12 months base salary plus
superannuation.
Steve Pearson
(C) (D) & (E)
Until validly terminated in accordance
with the terms of the Agreement.
$286,000 Termination by either party – 1 months’
notice
(A) Base Salary plus Super of $125,744 per annum until 31 March 2022. Base Salary plus Super was decreased to $115,000 effective from 1 April 2022.
(B) Base Salary plus Super of $77,305 per annum until 31 March 2022. Base Salary plus Super was decreased to $70,000 effective from 1 April 2022.
(C) Key Management Personnel are also entitled to receive on termination of employment their statutory entitlements of accrued annual and long
service leave, together with any superannuation benefits.
(D) Key Management Personnel’s contracts allow for participation in the Company’s Incentive Plan (subject to Board and Shareholder approval, if
applicable).
These contracts provide for the provision of short-term incentives by way of a cash bonus subject to key performance indicators to be determined by
(E)
the Remuneration & Nomination Committee annually.
33
Veris Limited | Annual Report 2022 e
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35
Veris Limited | Annual Report 2022
Directors’ Report
For the year ended 30 June 2022
Remuneration Report – Audited (continued)
i) Analysis of bonuses included in remuneration
During the period, the Company paid a discretionary bonus to certain key executives reflecting their
contribution to the growth of the Aqura Technologies business to the time of divestment and their contribution
to the settlement of the transaction. Other key executives were entitled to discretionary bonuses based on
the performance of Veris Australia.
j) Equity instrument disclosure relating to Directors and Key Management Personnel
Analysis of movements in Performance Rights issued, held and transacted by Directors and Key Management
Personnel
KMP
# Held 1
July 2021
Granted
in year
Grant
Value
Grant
Face
Value
Number
Vested in
year
Number
forfeited /
lapsed in
year
Number
held at 30
June 2022
Michael Shirley
1,000,000
-
-
- 1,000,000
-
-
Analysis of movements in Shares Issued, held and transacted by Directors and Key Management Personnel
The number of ordinary shares in the Company held during the reporting period by each Director and key
management personnel of the Group, including their personally related parties are set out below. There were
no shares granted as compensation during the reporting period.
Directors
Karl Paganin
Adam Lamond (i)
David Murray
Brian Elton
Tracey Gosling (ii)
Michael Shirley (iii)
KMP’s
Travis Young (iv)
Steven Harding
Steve Pearson (v)
Total
Balance at 30/06/2021
Movement Balance at 30/06/2022 Balance at Date of this
Report
16,617,921
2,571,429
19,189,350
19,189,350
48,591,815
(48,591,815)
-
3,200,000
37,918,161
809,288
-
-
2,500,000
2,073,353
13,616,789
(13,616,789)
1,250,000
90,943
-
1,587,575
120,494,686
(51,876,016)
-
3,200,000
38,727,449
-
4,573,353
-
1,340,943
1,587,575
68,618,670
-
3,200,000
38,786,018
-
4,573,353
-
1,340,943
1,587,575
68,677,329
(i)
(ii)
Adam Lamond resigned on 1 June 2022. The movement noted above reflects his cessation as a Director rather than a disposal of shares.
Tracey Gosling was appointed on 1 April 2022.
(iii) Michael Shirley was appointed on 1 June 2022.
(iv) Travis Young ceased to be key management personnel on 28 February 2022, following the disposal of Aqura Technologies Pty Ltd by the Group. The
movement noted above reflects his cessation as a KMP rather than a disposal of shares.
(v)
Steve Pearson became Key Management Personnel from 1 March 2022, following the disposal of Aqura Technologies Pty Ltd by the Group.
THIS CONCLUDES THE AUDITED REMUNERATION REPORT
36
Directors’ Report
For the year ended 30 June 2022
Shares Under Option
As at 30 June 2022 there are no shares under option.
Indemnification and Insurance of Officers
The Company has made an agreement indemnifying all the Directors and officers against all losses or liabilities
incurred by each Director and officer in their capacity as Directors and officers of the Company to the extent
permitted under the Corporations Act 2001. During the year the Company paid insurance premiums to insure
Directors and officers against certain liabilities arising out of their conduct while acting as an officer of the
Company. Under the terms and conditions of the insurance contract, the nature of the liabilities insured against
and the premium paid cannot be disclosed. Therefore, the amounts relating to these premiums paid have not
been disclosed in the remuneration report.
Non-Audit Services
During the year KPMG, the Group’s auditors has performed no other services in addition to its statutory duties.
Details for the amounts paid to KPMG, the Group’s auditor, and its related practices for audit and non-audit
services to the Group provided during the year are set out below:
Audit services:
Audit and review of the financial reports
Other assurance services
Consolidated
30 Jun 2022
$000
30 Jun 2021
$000
250
-
295
80
250 375
Environmental Regulations and Performance
It is the Group’s policy to comply with all environmental regulations applicable to it. The Company confirms,
for the purposes of section 299(1)(f) of the Corporations Act 2001 that it is not aware of any breaches by the
Group of any environmental regulations under the laws of the Commonwealth of Australia, or of a State of
Territory of Australia.
In the majority of the Veris’ business situations, Veris is not the owner or operator of plant and equipment
requiring environmental licences. Veris typically assists its clients with the management of their environmental
responsibilities, rather than holding those responsibilities directly.
The Group is not aware of any breaches by Veris of any environmental regulations under the laws of the
Commonwealth of Australia, or of a State or Territory.
37
Veris Limited | Annual Report 2022
Directors’ Report
For the year ended 30 June 2022
Proceedings on Behalf of the Group
There are no proceedings on behalf of the Group under Section 237 of the Corporations Act 2001 in the
financial year or at the date of the report.
Lead auditor’s independence declaration
The lead auditor’s independence declaration is set out on page 82 and forms part of the Directors’ report for
the year ended 30 June 2022.
Rounding off
The Company is of a kind referred to in ASIC Instrument 2016/191 and in accordance with that Instrument,
amounts in the condensed consolidated interim financial statements and Directors’ report have been rounded
off to the nearest thousand dollars, unless otherwise stated.
Corporate Governance Statement
Veris is committed to implementing sound standards of corporate governance. In determining what those
standards should involve, the Group has had regard to the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (4th Edition) (“ASX Recommendations”). This corporate
governance statement outlines the key principles and practices of the Company which in the terms of the
Group’s Corporate Governance Charter, define the Group’s system of governance. A copy of the Group’s
Corporate Governance Statement has been placed on the Group’s website under the Investors tab in the
corporate governance section – 2022 Corporate Governance Statement.
Signed in accordance with a resolution of the Directors:
Karl Paganin
Chairman
Dated at Perth 29 August 2022
38
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
For the year ended 30 June 2022
Continuing operations
Revenue
Expenses
Results from operating activities
Finance income
Finance costs
Net finance costs
Note
2022
$000
2021
$000
Restated*
92,366
77,442
4
(91,027)
(78,175)
1,339
(733)
15
21
(1,249)
(1,680)
(1,234)
(1,659)
Share of profit of an associate
3
-
-
Profit / (Loss) before income tax
105 (2,392)
Income tax (expense) / benefit
15
405 96
Profit / (Loss) from continuing operations
510 (2,296)
Discontinued operation
Profit from discontinued operations, net of tax
Profit / (Loss) for the period
2
20,540
916
21,050 (1,380)
Total comprehensive profit / (loss) for the year
21,050 (1,380)
Earnings / (loss) per share
Basic profit / (loss) cents per share
Diluted profit / (loss) cents per share
Earnings / (loss) per share – Continuing operations
Basic profit / (loss) cents per share
Diluted profit / (loss) cents per share
5
5
5
5
4.04 (0.33)
4.04 (0.33)
0.10
(0.54)
0.10
(0.54)
* The comparative information has been re-presented due to a discontinued operation. Refer Note 2.
The accompanying notes form an integral part of these consolidated financial statements.
39
Veris Limited | Annual Report 2022
Consolidated Statement of Financial Position
As at 30 June 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventory
Contract assets
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Right of use assets
Intangible assets
Investments in an associate
Deferred tax asset
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current Liabilities
Trade and other payables
Bank borrowings
Lease liabilities
Employee benefits
Current tax liability
Total current liabilities
Non-current liabilities
Lease liabilities
Employee benefits
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Share based payment reserve
(Accumulated losses)
Total equity
Note
30 Jun 2022
30 Jun 2021
$000
$000
17
10
8
13
13
14
3
16
11
19
19
12
19
12
20
20
20
18,204
15,737
-
6,266
4,654
13,930
278
5,472
1,813 2,446
42,020 26,780
7,169
19,854
-
200
3,714
7,384
23,117
997
-
4,481
-
74
30,937 36,053
72,957 62,833
9,521
1,000
6,610
8,609
12,582
4,700
7,565
7,766
-
534
25,740
33,147
16,534
1,192
20,138
1,258
904
778
18,630
22,174
44,370
55,321
28,587 7,512
51,670
2,646
51,652
2,639
(25,729)
(46,779)
28,587 7,512
The accompanying notes form an integral part of these consolidated financial statements.
40
Consolidated Statement of Changes in Equity
For the year ended 30 June 2022
Note
Share
Based
Payment
Reserve
$000
Share
Capital
$000
Accumulated
Profit
$000
Total
Equity
$000
Balance at 1 July 2021
51,652 2,639 (46,779)
7,512
Total comprehensive income for the
year
Profit for the year
-
-
21,050 21,050
Total comprehensive profit for the
year
Transactions with owners of the
Company, recognised directly in
equity
-
-
21,050 21,050
Issue of ordinary shares (net of costs)
20
18
-
-
18
Share-based payment transactions
-
7
-
7
Total transactions with owners of
the Company
18
7
-
25
Balance at 30 June 2022
51,670
2,646 (25,729)
28,587
Note
Share
Based
Payment
Reserve
$000
Share
Capital
$000
Accumulated
losses
$000
Total
Equity
$000
Balance at 1 July 2020
44,127 2,528 (45,399)
1,256
Total comprehensive income for the
year
Loss for the year
-
-
(1,380)
(1,380)
Total comprehensive loss for the year
-
-
(1,380)
(1,380)
Transactions with owners of the
Company, recognised directly in
equity
Issue of ordinary shares (net of costs)
20
7,525
-
-
7,525
Share-based payment transactions
-
111 -
111
Total transactions with owners of
the Company
7,525
111
-
7,636
Balance at 30 June 2021
51,652 2,639 (46,779)
7,512
The accompanying notes form an integral part of these consolidated financial statements.
41
Veris Limited | Annual Report 2022
Consolidated Statement of Cash Flows
For the year ended 30 June 2022
Cash flows from operating activities
Receipts from customers
Receipts from Government grants
Payments to suppliers and employees
Cash generated from operations
Interest paid
Interest received
Net cash from operating activities
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment
Acquisition of associate net of cash acquired
Disposal of subsidiaries net of costs
Net cash (used in) investing activities
Cash flows from financing activities
Repayment of loan and borrowings
Repayment of lease liabilities
Proceeds from loans
Proceeds from equity raise
Net cash used in financing activities
Note
2022*
$000
2021
$000
112,287
1,551
102,291
6,774
(108,583)
(100,696)
5,255
8,369
(1,253)
(1,677)
15 21
18
4,017 6,713
2,128
(4,557)
(180)
51
(2,315)
-
23,226
-
20,617 (2,264)
(4,700)
(7,384)
1,000
(2,248)
(7,011)
-
-
7,525
(11,084)
(1,734)
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at 1 July
Cash and cash equivalents at 30 June
13,550
2,715
4,654
1,939
17
18,204
4,654
*Current year information includes Aqura Technologies (Discontinued Operation) for 8 months, refer to Note 2.
The accompanying notes form an integral part of these consolidated financial statements.
42
Notes to the Consolidated Financial Statements
BASIS OF PREPARATION
Reporting entity
Veris Limited (the “Company” or “Veris”) is a for-profit company domiciled in Australia. The Company’s
registered office is at 41 Bishop Street, Jolimont WA 6014. The consolidated financial statements of the
Company as at and for the year ended 30 June 2022 comprises the Company and its subsidiaries (together
referred to as the “Group”). The Group is a professional service business delivering end to end spatial data
solutions to its clients that includes data collection, analysis, interpretation as well as data hosting and access,
modelling, sharing and insights for clients with large-scale data requirements in the infrastructure; property;
energy, mining and resource; defence; agribusiness; tourism; leisure and government sectors throughout
Australia.
COVID Impact
The social, health and economic consequences of the COVID pandemic continue to evolve and have major
impacts across the world. Since its declaration as a pandemic in March 2020, COVID and the associated
government, business and consumer response has had a significant impact on the operations and financial
performance of the Group.
Despite these challenges, the Group has been focused on supporting and keeping its employees, clients and
the community safe by:
instituting remote working arrangements for its employees
implementing cost-savings initiatives across its business
staff rotations and shifts to minimise any potential spread of the virus
regular communications regarding the latest health advice including personal hygiene, physical distancing,
self-isolation and testing
provision of additional hand sanitisers and PPE as required, and additional cleaning of offices and shared
services
Government assistance from the NSW State Government JobSaver programme.
Statement of Compliance
The consolidated financial statements are general purpose financial statements prepared in accordance with
Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB)
and the Corporations Act 2001. The consolidated financial statements comply with International Financial
Reporting Standards (IFRSs) adopted by the International Accounting Standards Board (IASB).
This consolidated annual report was approved by the board of directors on 29 August 2022.
43
Veris Limited | Annual Report 2022 Notes to the Consolidated Financial Statements
NOTE INDEX
GROUP PERFORMANCE
NET DEBT
Operating segments…………………………….....
Discontinued operations….…………………....….
Investment in Associate….…………………….....
Expense………………….…………………….....….
Earnings per share……………………………….....
1 Cash and cash equivalents……………….............. 17
2 Reconciliations of operating profit after
3
income tax to net cash inflow from
4 Operating activities……………………………........ 18
Loans and borrowings…………………………...... 19
5
Subsequent events…………………………...........
6
RISK MANAGEMENT
Critical accounting estimates and judgements...
Financial instruments………………………...........
Contingent liabilities…………………………….....
EQUITY
7
Share capital……………………………………….... 20
8 Dividends…………………………………………..... 21
Share-based payments…………………………..... 22
9
WORKING CAPITAL
OTHER INFORMATION
Trade and other receivables………………...........
Trade and other payables…………………............
10 Related party transactions……………………...... 23
11 Remuneration of auditors……………………….... 24
CAPITAL EMPLOYED
Employee benefits……………………………........
Property, plant and equipment and
impairment.............................................................
GROUP STRUCTURE
Subsidiaries………………………………………..... 25
12
13 Deed of cross guarantee………………………...... 26
Intangible assets……………………………….......
14
Parent entity financial information……………..... 27
TAXATION
Income tax.…………………………….........……… 15 Basis of preparation……………………………….. 28
Summary of significant accounting policies…… 29
Deferred tax assets / liabilities……………….......
30
New standards and interpretations not yet
effective……………………………………………...
Determination of fair values…………………….... 31
ACCOUNTING POLICIES
16
44
Notes to the Consolidated Financial Statements
Group Performance
1. OPERATING SEGMENTS
The Group had two reportable segments that were being managed separately by the service provided. In 2021
the segments include Veris Australia and Aqura Technologies.
The reportable segments and the services they provide are:
Veris Australia is Australia’s leading provider of spatial data services across the infrastructure, property,
resources, defence, utilities and government sectors. Veris Australia provides an end-to-end spatial data
solution for its clients that not only includes data collection, analysis, interpretation but also data hosting and
access, modelling, sharing and insights for clients with large-scale data requirements.
Aqura Technologies is a specialist in the delivery of high-performance technology solutions across
industrial wireless, enterprise communications and next-generation IoT which are critical for organisations
with the adoption of digital transformation. Aqura is known for innovation, whether it is our technology
approaches such as Private 4G and 5G LTE networks and or our commercial approaches which now
offer in-house developed technology solutions via flexible As-A-Service models. Aqura Technologies was
disposed as at 28 February 2022.
45
Veris Limited | Annual Report 2022 Notes to the Consolidated Financial Statements
Group Performance (continued)
1. OPERATING SEGMENTS (continued)
Information regarding the results of each reporting segment is detailed below for the year ended 30 June 2022
Revenues
Inter-segment revenues
External revenues
Veris Australia
(Continuing
Operations)
Aqura Technologies
(Discontinued
Operations)
Total
2022
$000
2021
$000
2022
$000
2021
$000
2022
$000
2021
$000
92,393
77,473
16,210
22,121
108,603
99,595
(27)
(31)
-
(3)
(27)
(34)
92,366
77,443
16,210
22,118
108,576
99,561
Adjusted EBITDA*
10,007
7,414
(1,606)
1,555
8,400
8,969
Depreciation
Amortisation
Net finance cost
Restructuring costs
(8,441)
(7,794)
(225)
-
-
(1,234)
(1,659)
(77)
(4)
(338)
(68)
(8,666)
(8,132)
(77)
(68)
3
(1,238)
(1,656)
(215)
(228)
2 (140)
(213)
(368)
Segment profit / loss before tax **
117
(2,267)
(1,910)
1,012
(1,794)
(1,255)
Corporate & unallocated:
Unallocated amounts (including corporate
expenses)
Acquisition related (cost) / income
(8)
(4)
-
-
-
-
-
-
(8)
(4)
(113)
(12)
Profit on sale of subsidiary***
-
-
22,770 -
22,770 -
Consolidated profit / (loss) before tax
105
(2,267)
20,860
(1,012)
20,965
(1,380)
Assets
Total assets for reportable segments
70,333
47,113
-
7,056
70,333
54,169
Other unallocated amounts ****
-
-
-
-
2,624 8,664
Consolidated total assets
Capital expenditure
Liabilities
-
-
-
-
72,957 62,833
4,207
1,293
-
-
1,022
4,207
2,315
(4,523)
(43,829)
(45,721)
Total liabilities for reportable segments
(43,829)
(41,198)
Other unallocated amounts ****
-
-
-
-
(541)
(9,600)
Consolidated total liabilities
-
-
-
-
(44,370)
(55,321)
*Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation, impairment of goodwill and intangibles, acquisition related costs,
restructuring, share-based payments and is an unaudited non-IFRS measure.
** Included is NSW JobSaver benefit of $1,022,000 relating to Veris Australia (FY21: JobKeeper benefit of $4,479,000 for Veris Australia and $681,000
Aqura Technologies respectively)
*** Refer to Note 2
**** Primarily represents lease assets and liabilities which are not monitored at an individual segment level
46
Notes to the Consolidated Financial Statements
1. OPERATING SEGMENTS (CONTINUED)
During the year there were no major customers of the Group, individually representing more than 10% of total
Group revenue (2021: none).
2. DISCONTINUED OPERATIONS
On 31 January 2022, the Company announced it had entered into a conditional Share Sale Agreement to
divest 100% of its ownership in Aqura Technologies Pty Ltd to Telstra Purple, a 100% owned subsidiary
of Telstra Group Ltd. The sale of Aqura Technologies Pty Ltd was completed on 28 February 2022 for cash
consideration of $27,482,000, resulting in a pre-tax gain of $22,770,000. Accordingly, the assets and the
business of Aqura Technologies Pty Ltd are presented as a discontinued operation in accordance with AASB 5
at 30 June 2022. The results of Aqura Technologies Pty Ltd for the period are presented below:
Results of Discontinued Operations
Revenue
Expenses
Results from discontinued operating activities
Depreciation
Amortisation
Restructuring income / (costs)
Net finance (costs) / income
(Loss) / Profit from operating activities
Income tax (expense) / benefit on operating activities
Profit (loss) from operating activities, net of tax
2022*
$000
2021
$000
16,210
22,118
(17,816)
(20,563)
(1,606)
1,555
(225)
(77)
2
(338)
(68)
(140)
(4)
3
(1,910)
1,012
(320)
(96)
(2,230)
916
Profit on sale of discontinued operation
22,770
-
Profit (loss) from discontinued operations for the period, net of tax
20,540
916
Earnings (loss) per Share
Basic earnings cents per share
Diluted earnings cents per share
Cash flows from/(used in) discontinued operations
Net cash flows from (used in) operating activities
Net cash flows from (used in) investing activities
Net cash flows from (used in) financing activities
Net cash inflow/(outflow)
*Represents eight months of activity prior to the sale on 28 February 2022.
3.95
3.95
2022*
$000
(604)
-
(0.22)
(0.22)
2021
$000
862
(1,085)
(66)
70
(670)
(153)
47
Veris Limited | Annual Report 2022 Notes to the Consolidated Financial Statements
2. DISCONTINUED OPERATIONS (CONTINUED)
Effect of disposal on the financial position of the Group
Trade & other receivables
Contract assets
Other current assets
Property, plant & equipment
Intangibles
Cash and cash equivalents
Deferred tax assets
Trade & other payables
Loans and borrowings
Employee benefits
Net assets and liabilities
Cash consideration
Less related costs of sale
Profit on sale of subsidiary (pre-tax)
Consideration received, satisfied in cash
Cash and cash equivalents disposed of
2022
$000
(2,445)
(820)
(18)
(327)
(1,302)
(3)
(320)
3,494
102
1,180
(459)
27,482
(4,253)
(22,770)
27,482
(3)
3.
INVESTMENT IN ASSOCIATE
On 9 July 2021, the Company acquired 49% interest in EMFOX Pty Ltd t/a Wumara Group, which is a majority
Indigenous owned land and construction surveying company. The Group’s interest in EMFOX Pty Ltd is
accounted for using the equity method in the consolidated financial statements. The following table illustrates
the summarised financial information of the Group’s investment in EMFOX Pty Ltd:
Equity
Group’s share in equity – 49% (2021: nil%)
Group’s carrying amount of the investment
2022
$000
200
200
48
Notes to the Consolidated Financial Statements
4. EXPENSES
Employment expenses
Government grants *
Subcontractor costs and materials
IT expenses
Insurance expenses
Other expenses
Total employment and other expenses
Depreciation
Total depreciation and amortisation
Total expenses
2022
$000
68,428
(1,022)
7,906
3,028
1,422
2021
$000
Restated*
60,402
(4,479)
5,944
2,514
1,302
2,824 4,692
82,586 70,381
8,441 7,794
8,441 7,794
91,027 78,175
* Government grants relates to the NSW JobSaver payment scheme $1,022,000 (FY21: $4,479,000 JobKeeper benefit Veris Australia)
5. EARNINGS / LOSS PER SHARE
Earnings / (losses) used to calculate basic EPS ($000)
Weighted average number of ordinary shares outstanding during the year
used in calculating basic EPS (number of shares)
2022
21,050
2021
Restated*
(1,380)
520,464,692
422,004,956
Basic earnings / (losses) per share (cents per share)
4.04 (0.33)
Continuing operations
Earnings / (losses) used to calculate basic EPS ($000)
Weighted average number of ordinary shares outstanding during the year
used in calculating basic EPS (number of shares)
510
(2,296)
520,464,692
422,004,956
Basic earnings / (losses) per share (cents per share)
0.10 (0.54)
Diluted Earnings per share
Dilutive potential shares relate to Performance Rights granted to eligible employees under the Group’s Long-
Term Incentive Plan (refer Note 22). There is no material impact on basic EPS arising from dilutive potential
shares.
6. SUBSEQUENT EVENTS
In the interval between the end of the financial year and the date of this report, on 27 July 2022, the Group
announced that it had completed the first tranche of an on-market share buyback for 750,000 ordinary fully
paid shares at $0.0705 per share. This followed the announcement on 8 June 2022 that Veris Limited intends
to implement an on-market share buy-back for up to 10% of the Company’s fully paid ordinary shares on issue
(approximately 52.3 million shares) over the period between 24 June 2022 to 8 June 2023.
Other than noted above, there has not arisen in the interval between the end of the financial year and the
date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the
directors of the Company, to significantly affect the operations of the Group, the results of those operations, or
the state of affairs of the Group, in future financial years.
49
Veris Limited | Annual Report 2022
Notes to the Consolidated Financial Statements
7. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
In preparing the consolidated financial statements in conformity with Australian Accounting Standards, due
consideration has been given to the judgements, estimates and assumptions that affect the application of
accounting policies and reported amounts of assets, liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and various other factors that are believed to
be reasonable under the circumstances, the results of which form the basis of making judgements about
carrying values of assets and liabilities that are not readily apparent from other sources. The ongoing COVID
pandemic has increased estimation uncertainty in the preparation of the consolidated financial statements. At
30 June 2022, the Group has reassessed all significant judgements and recoverability of deferred tax assets,
assumptions and critical estimates included in the consolidated financial statements, including but not limited
to, provisions against trade debtors and work in progress and impairment of non-current assets. Actual results
may differ from these estimates and are subject to achievement of forecasts.
Critical judgements in applying accounting policies that have the most significant effect on the amounts
recognised in the financial statements relates to revenue recognition and contract assets. Estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period which the estimates are revised and in any future periods affected.
Going Concern
The consolidated financial statements have been prepared on a going concern basis which contemplates the
realisation of assets and the settlement of liabilities in the normal course of business.
Management forecasts are based on assumptions which include the conversion of a pipeline of project work,
factoring in some growth in project activity above activity levels recorded in the twelve months to 30 June
2022. Management has also assumed recovered revenue rates materially consistent with existing contracts.
These forecasts also take into consideration the experience to date of the impact of COVID on market activity
levels, including government stimulus activities for the property and infrastructure sectors and the implemented
cost management strategies and consider these to be appropriate based on available information.
For these reasons the Directors continue to adopt the going concern basis in preparing these financial statements.
Revenue recognition and contract assets
Revenue is recognised when a customer obtains control of the goods or services. Determining the timing of
the transfer of control – at a point in time or over time – requires judgement such as the assessment of the
probability of customer approval of variations and acceptance of claims, estimation of project completion date
and assumed levels of project execution productivity. In making these assessments we have considered, for
applicable contracts, the individual status of legal proceedings, including arbitration and litigation.
Group revenue arises from providing professional services to our customers whereby we deliver surveying and
geospatial services within Veris Australia. These are to be predominately recognised over time with reference
to inputs on satisfaction of the performance obligations. The services that have been determined to be one
performance obligation are highly inter-related and fulfilled over time, therefore revenue continues to be recognised
over time. Incentives, variations and claims exist which are subject to the same higher threshold criteria of only
recognising revenue to the extent it is highly probable that a significant reversal of revenue will not happen.
Recognition of deferred tax assets
The Group recognises a deferred tax asset relating to tax losses incurred and timing differences, as detailed
in Note 15. The recoverability of this deferred tax asset is dependent on the generation of sufficient taxable
income to utilise those deferred tax assets. Management judgements and estimates are required in the
assessment of this recoverability, including forecasting sufficient future taxable income.
50
Notes to the Consolidated Financial Statements
8. FINANCIAL INSTRUMENTS
The fair values and carrying amounts of various financial instruments recognised at reporting date are noted
below:
2022
Carrying
Amount
$000
Fair Values
$000
2021
Carrying
Amount
$000
Fair Values
$000
Lease liabilities
(23,144)
(23,144)
(27,703)
(27,703)
Cash advance facility
Loan
-
(1,000)
-
(1,000)
(4,700)
-
(4,700)
-
The carrying amounts of the financial instruments are a reasonable approximation of their fair values, on
account of their short maturity cycle.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management
framework. The Board has established an Audit and Risk Committee, which is responsible for overseeing
how management monitors risk and reviewing the adequacy of the risk management framework in relation to
the risks faced by the Group. The Committee reports regularly to the Board of Directors on its activities. Risk
management policies are established to identify and analyse the risks faced by the Group, to set appropriate
risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through
their training and management standards and procedures, aim to develop a disciplined and constructive control
environment in which all employees understand their roles and obligations.
Risk Management Strategies
The Group is primarily exposed to (i) credit risks; (ii) liquidity risks; and (iii) interest rate risks. The nature and
extent of risk exposure, and the Group’s risk management strategies are noted on next page.
51
Veris Limited | Annual Report 2022 Notes to the Consolidated Financial Statements
8. FINANCIAL INSTRUMENTS (CONTINUED)
Expected credit loss
Expected credit loss is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations and arises principally from the Group’s receivables and
contract assets from customers. Expected credit loss is kept continually under review and managed to reduce
the incidence of material losses being incurred by the non-receipt of monies due.
Expected credit loss is managed through monitoring and follow-up of accounts receivable on a regular basis
and follow up on overdue customer balances. Bad debts are written off in the year in which they are identified.
Specific provisions are made against identified doubtful debts. There has been no change in the above policy
since the prior year.
The Group’s maximum exposure to credit loss is:
Cash and cash equivalents
Trade and other receivables
Contract assets
2022
$000
18,204
2021
$000
4,654
15,737
6,266
13,930
5,472
40,207 24,056
The Group does not hold collateral against the credit loss; however, management considers the credit loss
risk to be low on account of the risk management policy noted above. The trading terms generally offer 30
days credit from the date of invoice. As of the reporting date, none of the receivables have been subject to
renegotiated terms.
The ageing analysis of past due trade and other receivables at reporting date are:
2022
$000
11,103
4,215
517
355
55
2021
$000
10,653
3,076
565
143
208
(508)
(715)
15,737 13,930
Current (not past due)
Past due 1 – 30 days
Past due 31 – 60 days
Past due 61 – 90 days
Past due 90 days
Provision for impairment
Total
52
Notes to the Consolidated Financial Statements
8. FINANCIAL INSTRUMENTS (CONTINUED)
Expected credit loss (continued)
The Group is also subject to credit loss arising from the failure of financial institutions that hold the entity’s
cash and cash equivalents. However, management considers this risk to be negligible.
The Group’s maximum exposure to credit loss for cash, trade and other receivables and contract assets at the
reporting date was $40,207,000 (2021: $24,056,000) for Australia. The allowance for impairment for trade
and other receivables for 2022 amounted to $508,000 (2021: $715,000). Based on historic default rates and
specific identified doubtful debts, the Group believes that no impairment allowance is necessary in respect of
trade receivables not past due or past due by up to 30 days.
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
Balance 1 July under AASB 9
Impairment loss reversed
Impairment loss provided
Total
2022
$000
715
(207)
2021
$000
625
-
-
90
508
715
Liquidity risks
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Group’s reputation. Liquidity risk is constantly monitored and managed through
forecasting short term operating cash requirements and the committed cash outflows on financial liabilities.
The table below details the contractual maturities of financial liabilities, including estimated interest payments
and excluding the impact of netting agreements.
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at
significantly different amounts.
The following are the contractual maturities of financial liabilities including interest:
2022
Non-derivative
financial liabilities
Lease liabilities
Trade and other
payables
Loan
2021
Non-derivative
financial liabilities
Lease liabilities
Trade and other
payables
Cash Advance
Facility
Carrying
Amount
$000
Contractual
Cash Flows
$000
6 Months
or less
$000
23,144
9,520
25,802
9,520
3,752
9,520
6 – 12
Months
$000
3,752
-
1 – 2 Years
$000
7,504
-
2 – 5
Years
$000
8,718
-
>5
Years
$000
2,077
-
1,000 1,000 1,000 -
-
-
-
33,664 36,322 14,272 3,752 7,504 8,718 2,077
Carrying
Amount
$000
Contractual
Cash Flows
$000
6 Months
or less
$000
27,703
12,582
30,809
12,582
3,782
12,582
6 – 12
Months
$000
3,783
-
1 – 2 Years
$000
7,565
-
2 – 5
Years
$000
14,613
-
>5
Years
$000
1,066
-
4,700 4,700
4,700 -
-
-
-
44,985 48,091
21,064 3,783 7,565 14,613 1,066
53
Veris Limited | Annual Report 2022
Notes to the Consolidated Financial Statements
8. FINANCIAL INSTRUMENTS (CONTINUED)
Market risk
Market risk is the risk that changes in market prices, such as interest rates and equity prices will affect the
Group’s income. The objective of market risk management is to manage and control market risk exposures
within acceptable parameters, while optimising the return.
Interest rate risk
Interest rate risk is the risk that the fair values and cash-flows of the Group’s financial instruments will be
affected by changes in the market interest rates. The Group’s cash and cash equivalents, and loans and
borrowings are exposed to interest rate risks. The average nominal interest rate is 3.88% for loans and
borrowings (2021: 2.83%) detailed in note 19.
Interest sensitivity is calculated for a 1% change below:
Consolidated Group
Cash and cash equivalents
Lease liabilities
Bank borrowings
2022
+1%
$000
(182)
231
-1%
$000
182
(231)
2021
+1%
$000
47
277
-1%
$000
(47)
(277)
10
(10)
47 (47)
59
(59)
371 (371)
Capital Management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence and to sustain future development of the business. The Board of Directors has not implemented a
formal capital management policy or a dividend policy.
There were no changes in the Group’s approach to capital management during the year. The Group is not
subject to externally imposed capital requirements. Capital comprises share capital and retained earnings /
accumulated losses.
Currency risk
The Group receivables are all denominated in Australian dollars and accordingly no currency risk exists.
9. CONTINGENT LIABILITIES
A contingent liability is a possible obligation arising from past events and whose existence will be confirmed
only by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Group. A contingent liability may also be a present obligation arising from past events but is not recognised
on the basis that an outflow of economic resources to settle the obligation is not viewed as probable, or
an amount of the obligation cannot be reliably measured. When the Group has a present obligation, and an
outflow of economic resources is assessed as probable and the Group can reliably measure the obligation, a
provision is recognised.
Following the sale of Aqura Technologies to Telstra Purple in February 2022, the completion accounts have yet
to be agreed by both parties. Subsequent to year-end and in line with the terms of the Share Sale Agreement,
both parties have entered into a mediation process in order to resolve their differences.
As a result of operations the Group may receive contractual claims from clients or end users seeking
compensation or litigation. The Group maintains professional indemnity insurance or other contractual
arrangements that would severally apply to such claims. At 30 June 2022 no individually significant matters
exist where the Group estimates a more than remote likelihood of economic outflow.
54
Notes to the Consolidated Financial Statements
10. TRADE AND OTHER RECEIVABLES
Trade receivables
2022
$000
2021
$000
15,737 13,930
15,737 13,930
The Group’s exposure to credit and currency risk is disclosed in note 8. Payment terms are typically 30 days.
11. TRADE AND OTHER PAYABLES
Trade and other payables
2022
$000
9,521
9,521
2021
$000
12,582
12,582
The Group’s exposure to liquidity risk related to trade and other payables is disclosed in note 8.
12. EMPLOYEE BENEFITS
Current
Annual leave
Long service leave
Superannuation
Other employee provisions
Non-current
Long service leave
13 PROPERTY, PLANT AND EQUIPMENT
Leasehold Improvements at cost
Less: accumulated depreciation
Carrying value of leasehold improvements
Plant and equipment at cost
Less: accumulated depreciation
Carrying value of plant and equipment (i)
Motor vehicles at cost
Less: accumulated depreciation
Carrying value of motor vehicles (ii)
Property at cost
Less: accumulated depreciation
Carrying value of property
Total written down value
2022
$000
4,346
2,491
661
2021
$000
4,454
2,477
665
1,111 170
7,766
8,609
1,192
1,192
1,258
1,258
2022
$000
2021
$000
1,190
(1,016)
174
1,150
(835)
315
34,663
(23,949)
10,714
30,997
(20,216)
10,781
8,666
(6,165)
2,501
7,880
(4,739)
3,141
23,410
(9,776)
13,634
22,714
(6,450)
16,264
27,023
30,501
(i)
Carrying value of plant and equipment comprises of $6,811,000 (2021: $5,823,000) owned plant and equipment and $3,903,000 (2021: $4,958,000)
right-of-use assets.
(ii) Carrying value of motor vehicles comprises of $184,000 (2021: $1,246,000) owned plant and equipment and $2,317,000 (2021: $1,895,000) right-of-
use assets.
55
Veris Limited | Annual Report 2022
Total
$000
7,384
4,207
(1,179)
Notes to the Consolidated Financial Statements
13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Reconciliations of the carrying amounts of each class of plant and equipment at the beginning and end of the
current financial year are set out below.
2022
Leasehold
Improvements
$000
Plant &
Equipment
$000
Motor
Vehicles
$000
Carrying amount at 1 July 2021
Additions at cost
Disposals at carrying value
Depreciation
315
62
(22)
5,823
4,094
(462)
1,246
51
(694)
(181)
(2,644)
(418)
(3,243)
Carrying amount at 30 June 2022
174 6,811
185
7,169
Right-of-use assets
Carrying amount at 1 July 2021
Additions at cost
Disposals at carrying value
Depreciation
Property
$000
Plant &
Equipment
$000
Motor
Vehicles
$000
16,264
3,780
(3,084)
4,958
34
-
1,895
1,458
(28)
Total
$000
23,117
5,272
(3,112)
(3,326)
(1,089)
(1,008)
(5,423)
Carrying amount at 30 June 2022
13,634 3,903
2,317 19,854
2021
Leasehold
Improvements
$000
Plant &
Equipment
$000
Motor
Vehicles
$000
Carrying amount at 1 July 2020
Additions at cost
Disposals at carrying value
Depreciation
484
18
-
(187)
6,493
1,629
(6)
(1,867)
1,724
29
(14)
(493)
Total
$000
8,701
1,676
(20)
(2,547)
Transfers to intangible assets
-
(426)
-
(426)
Carrying amount at 30 June 2021
315 5,823
1,246
7,384
Right-of-use assets
Carrying amount at 1 July 2020
Additions at cost
Disposals at carrying value
Depreciation
Property
$000
Plant &
Equipment
$000
Motor
Vehicles
$000
14,600
6,872
(1,897)
186
6,074
-
2,113
754
-
Total
$000
16,899
13,700
(1,897)
(3,311)
(1,302)
(972)
(5,585)
Carrying amount at 30 June 2021
16,264 4,958
1,895 23,117
Impairment Loss
The Group assesses whether there are indicators that property, plant and equipment may be impaired at each
reporting date. There were no impairment indicators present in 2022 (2021: $nil impairment expense) relating
to property, plant, and equipment.
56
Notes to the Consolidated Financial Statements
14. INTANGIBLE ASSETS
Carrying value 1 July 2021
Additions
Amortisation
Transfer on disposal
Carrying amount at 30 June 2022
Carrying value 1 July 2020
Additions
Transfer from PPE
Amortisation
Development
Costs
$000
997
382
(77)
Total
$000
997
382
(77)
(1,302)
(1,302)
-
-
Development
Costs
$000
-
639
426
(68)
Total
$000
-
639
426
(68)
Carrying amount at 30 June 2021
997
997
57
Veris Limited | Annual Report 2022
Notes to the Consolidated Financial Statements
15. INCOME TAX
Current tax – Australia
Deferred tax
Adjustment for prior periods
Adjustment – other
2022
$000
Continuing
2022
$000
Discontinued
-
(56)
1,557
(782)
-
(125)
-
(63)
2022
$000
Total
-
(181)
1,557
(845)
2021
$000
Restated*
-
(401)
(23)
-
Recognition / (non-recognition) of current year
deferred taxes
Income tax expense / (benefit) reported in
income statement
(1,124)
508
(616)
424
(405)
320
(85)
-
The prima facie tax on the result from ordinary activities before income tax is reconciled to the income tax as
follows:
Reconciliation of effective tax rate
Profit / (Loss) before income tax – continuing operations
Income tax at 30% (2021: 30%)
Add (less) tax effect of:
Other non-allowable / assessable items
Other allowable/ deductible items
Adjustment for prior periods
Adjustment – other
2022
$000
105
32
6,870
(6,958)
1,557
(782)
2021
$000
Restated*
(2,392)
(718)
(58)
-
(23)
-
Non-recognition of current year deferred taxes
Income tax expense / (benefit) – continuing operations
(1,124)
702
(405)
(96)
Profit / (Loss) before income tax – discontinued operations
Income tax at 30% (2021: 30%)
Add (less) tax effect of:
Other non-allowable / assessable items
Other allowable / deductible items
Adjustment for prior periods
Other adjustments – deferred tax
Other adjustments – disposal
Non-recognition of current year deferred taxes
20,859
6,258
800
(7,183)
-
(64)
1
508
1,012
304
-
71
-
-
(278)
Income tax expense / (benefit) – discontinued operations
320
96
* The comparative information has been re-presented due to a discontinued operation. Refer Note 2.
58
Notes to the Consolidated Financial Statements
16. DEFERRED TAX ASSETS / LIABILITIES
Deferred tax
Contract assets
Plant & Equipment
Right of use asset
Right of use liability
Operating lease receivable
Employee Benefits
Provisions
Intangibles
Carried forward R&D Offset /
tax loss*
Assets
2022
$000
2021
$000
-
-
-
-
-
2,682
1,460
-
1,466
-
-
-
-
-
2,710
1,246
-
2,166
Liabilities
Net
2022
$000
(1,854)
(750)
(5,298)
5,997
(22)
-
-
-
-
2021
$000
(1,774)
(549)
(6,243)
6,822
(152)
-
-
-
-
2022
$000
(1,854)
(750)
(5,298)
5,997
(22)
2,682
1,460
-
1,466
2021
$000
(1,774)
(549)
(6,243)
6,822
(152)
2,710
1,246
-
2,166
Other
65
104
(32)
151
33
255
Tax assets/ (liabilities)
5,673
6,226
(1,959)
(1,744)
3,714
4,481
Movement in deferred tax balances
Opening balance
Prior year adjustments(1)
Other adjustments
Charge to profit or loss – continuing operations
Charge to profit or loss – discontinued operations
Recognised / (derecognised)*
2022
$000
4,481
(1,557)
(7)
56
125
616
2021
$000
4,481
23
102
401
-
(526)
Closing deferred tax asset
3,714
4,481
* Veris Limited tax consolidated group has carried forward tax losses available as at 30 June 2022. Management have performed a review based on
current management forecasts and determined that it is no longer probable that future taxable profit over the forecast period will be sufficient to utilise
all carried forward tax losses. This does not impact the future availability of such non-recognised tax losses which at the 30 June 2022 year end were
$10,883,000 (2020: $11,499,000). Management will continue to reassess the recoverability of deferred tax assets at future reporting dates.
(1) During the current year, prior period tax returns were resubmitted resulting in the utilisation of historic tax losses and extinguishment of previously
recognised current tax obligations.
59
Veris Limited | Annual Report 2022
Notes to the Consolidated Financial Statements
17. CASH AND CASH EQUIVALENTS
Cash at bank and in hand
2022
$000
18,204
2021
$000
4,654
Cash and cash equivalents in the statement of cash flows
18,204
4,654
The Group’s exposure to interest rate risk and a sensitivity analysis for the financial assets and liabilities
disclosed in note 8.
18. RECONCILIATION OF CASH FLOW FROM OPERATIONS WITH PROFIT AFTER INCOME TAX
Cash flows from operating activities
Profit / (loss) after income tax
Non-cash flows in profit
Depreciation
Amortisation of intangible assets
Impairment of intangible assets
Profit on sale of fixed assets
Other
Share based payment
Income tax expense / (benefit) from all operations
Change in trade and other receivables
Change in other assets
Change in contract assets
Change in trade payables
Change in provisions and employee benefits
Change in provisions – AASB 16
2022
$000
510
2021
$000
Restated
(2,296)
8,441
7,794
-
-
-
323
8
–
-
-
1,396
111
-
-
9,282
7,005
(4,255)
689
(1,236)
(2,296)
1,957
(124)
(752)
1,595
364
(1,253)
(192)
(54)
Net cash from operating activities
4,017
6,713
Movements in borrowings
Opening balance 1 July 2021
Movements:
Proceeds from borrowings
Repayments of borrowings and lease liabilities
Repayments of lease liabilities
Additional AASB 16 borrowings
Closing balance 30 June 2022
60
$000
32,403
1,000
(4,700)
(1,568)
(2,991)
24,144
Notes to the Consolidated Financial Statements
19. LOANS AND BORROWINGS
Current liabilities
Lease liabilities
Cash advance facility
Loan
Non-current liabilities
Lease liabilities
Total loans and borrowings
TERMS AND DEBT REPAYMENT SCHEDULE
Terms and conditions of outstanding loans were as follows:
2022
$000
6,610
-
2021
$000
7,565
4,700
1,000
-
7,610
12,265
16,534
20,138
16,534
20,138
24,144
32,403
Lease liabilities
Cash advance facility
Loan
Nominal
interest rate%
Year of
maturity
2.84 – 7.92
2022 – 2031
2022
$000
Carrying
Amount
23,144
2021
$000
Carrying
Amount
27,703
4,700
2.83
5.34
2021
-
2022
1,000
-
24,144
32,403
The weighted average incremental borrowing rate is applied to lease liabilities. The Loan has a variable interest
rate. All loans and borrowings are denominated in Australian Dollars.
Facility
Available
2022
$000
-
1,000
Used
2022
$000
-
(1,000)
Unused
2022
$000
-
-
Facility
Available
2021
$000
4,700
-
Used
2021
$000
(4,700)
-
Unused
2021
$000
-
-
6,950 (2,099)
4,851 6,450 (2,024)
4,426
Cash advance facility (a)
Loan (b)
Other (c)
Total financing facilities
7,950 (3,099)
4,851 11,150 (6,724)
4,426
a)
b)
The cash advance facility of $4.7 million was repaid during the year 2022.
The carrying amount of loan was $1 million as at 30 June 2022 (2021: $nil million).
c) Other facilities include a $4 million (2021: $4.5 million) bank overdraft, $2.5 million (2021: $2 million) contingent instrument facility and $450,000
(2021: $450,000) credit card facility.
61
Veris Limited | Annual Report 2022
Notes to the Consolidated Financial Statements
19. LOANS AND BORROWINGS (CONTINUED)
Lease liabilities of the Group are payable as follows:
Future
minimum
lease
payments
2022
$000
7,504
Less than 1 year
Interest Present value
of minimum
lease
payments
Future
minimum
lease
payments
Interest Present value
of minimum
lease
payments
2022
$000
(895)
2022
$000
6,609
2021
$000
8,586
2021
$000
(1,021)
(2,006)
2021
$000
7,565
19,152
Between 1 & 5 years
16,221
(1,724)
14,497
21,158
After 5 years
2,077 (40)
2,038 1,066 (80)
986
25,802 (2,659)
23,144
30,810
(3,107)
27,703
Financing is arranged for major leasehold improvements, plant & equipment, and motor vehicle additions.
20. CAPITAL AND RESERVES
Share capital
2022
$000
2021
$000
2022
No. of
Shares
2021
No. of
Shares
Balance at the beginning of the year
51,652
44,127
518,331,701
405,251,286
Issued for cash (net of costs)
Conversion of Performance Rights
Issued as consideration for business
combinations
-
-
18
7,525
-
-
-
112,849,987
5,140,045
277,718
230,428
-
Balance at the end of the year
51,670
51,652
523,749,464
518,331,701
Issues of ordinary shares
On 15 July 2021, 277,718 fully paid ordinary shares were issued at $0.072 per share as part consideration
for the acquisition of a 49% interest in EMFOX Pty Ltd t/a Wumara Group.
On 4 October 2021, 4,140,045 fully paid ordinary shares were issued at $0.067 per share following vesting
of Performance Rights to key management personnel under the Veris FY19 and FY20 Incentive Plans.
On 5 April 2022, 1,000,000 fully paid ordinary shares were issued at $0.068 per share following vesting of
Performance Rights to the CEO of Veris Australia under the Veris FY20 Incentive Plan (CEO).
62
Notes to the Consolidated Financial Statements
20. CAPITAL AND RESERVES (CONTINUED)
The Group does not have authorised capital or par value in respect of its issued shares.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled
to one vote per share at meetings of the Group. All shares rank equally with regard to the Group’s residual
assets.
Reserves
2022
2021
2022
2021
$000
Share
Based
Payments
$000
Share
Based
Payments
$000
Retained
Earnings/
(Accumulated
Losses)
$000
Retained
Earnings
(Accumulated
Losses)
Balance at the beginning of the year
2,639
2,528
Profit/ (loss) for the year
Dividends paid
Share based payment transactions
-
-
7
-
-
111
(46,779)
21,050
(45,399)
(1,380)
-
-
-
-
Balance at the end of the year
2,646
2,639
(25,729)
(46,779)
The retained earnings reserve represents profits of entities within the Group. Such profits are available to
enable payment of franked dividends in future years. No dividends were distributed during the year (2021: $nil).
21. DIVIDENDS
There were no dividends paid or declared by the Company during the financial year (2021: $nil).
Franking Credit Balance
The amount of franking credits available for the subsequent financial year are:
2022
$
2021
$
Franking account balance as at the end of financial year at 30% (2021: 30%)
5,535,898 5,535,898
The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare
dividends.
The above available amounts are based on the balance of the dividend franking account at year-end adjusted
for:
franking credits that will arise from the payment of the current tax liabilities;
franking debits that will arise from the payment of dividends recognised as a liability at the year-end;
franking credits that will arise from the receipt of dividends recognised as receivables by the tax
consolidated group at the year-end; and
franking credits that the entity may be prevented from distributing in subsequent years.
63
Veris Limited | Annual Report 2022
Notes to the Consolidated Financial Statements
22. SHARE-BASED PAYMENTS
(a) Share – Based Payment Arrangements
As at 30 June 2022, the Group had the following share-based payment arrangements.
2020 Performance Rights Plan (CEO)
(i)
On 29 October 2019 the Group granted 1,000,000 Performance Rights to the CEO of Veris Australia on
commencement of his employment which will vest subject to his continued employment over a two-year
period and subject to achievement of an increase in Veris Australia’s EBITDA margin by 40% or greater.
Number of
Performance Rights
Granted
Vesting Date (A)
Lapsed
Vested
Vesting Hurdle (B)
1,000,000
29 October 2021
-
1,000,000
2 Year Retention and
increase in EBITDA
margin by 40%
(A) On vesting, Performance Rights will automatically convert to ordinary shares on a one for one basis. Performance Rights that do not vest will lapse.
An unvested Performance Right will lapse upon the earlier to occur of:
i. failure to satisfy the applicable vesting conditions;
ii. the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
iii. the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right;
iv. in the opinion of the Board, the holder commits any fraudulent or dishonest act or is in breach of his or her obligations to the Company or subsidiary;
v. the expiry date; or
vi. the seven-year anniversary of the date of grant of the Performance Rights.
(B) Based on continued employment for two years to 29 October 2021
KEY MANAGEMENT PERSONNEL AND SENIOR MANAGEMENT
On 5 August 2020 the Group granted 3,371,334 Performance Rights for Key Management Personnel and
senior management which will vest subject to their continued employment over a one-year period.
Number of
Performance Rights
Granted
Vesting Date (A)
Lapsed
Vested
Vesting Hurdle (B)
3,371,334
30 June 2021
-
3,371,334
1 Year Retention
(A) On vesting, Performance Rights will automatically convert to ordinary shares on a one for one basis. Performance Rights that do not vest will lapse.
An unvested Performance Right will lapse upon the earlier to occur of:
i. failure to satisfy the applicable vesting conditions;
ii. the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
iii. the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right;
iv. in the opinion of the Board, the holder commits any fraudulent or dishonest act or is in breach of his or her obligations to the Company or subsidiary;
v. the expiry date; or
vi. the seven year anniversary of the date of grant of the Performance Rights.
(B) Based on continued employment for one year to 30 June 2021
(b) Unvested Unlisted Performance Rights
There were no unvested unlisted Performance Rights that remained at 30 June 2022 (2021: 1,000,000).
64
Notes to the Consolidated Financial Statements
23. RELATED PARTIES
Key Management Personnel compensation
The Key Management Personnel (including Executive Director) compensation included in ‘employee benefits’
is as follows:
Short-term employee benefits
Post-employment benefits
Share-based payment
Termination benefit - Cash
Termination benefit – Share-based
* Includes amounts related to discontinued operations
2022*
$
2021*
$
2,647,538
1,368,005
85,409
73,000
-
91,667
22,697
72,358
-
4,263
2,805,947
1,558,990
During the year, the Company did not have or repay any loans from related parties (2021: $nil).
Individual Directors and executive’s compensation disclosures
Information regarding individual Directors and executives’ compensation and some equity instruments
disclosures as required by Corporations Regulations 2M.3.03 is provided in the remuneration report section of
the directors’ report on pages 29 to 36. Travis Young ceased to be Key Management Personnel (KMP) on 28
February 2022, following the disposal by the Group of Aqura Technologies Pty Ltd, where he held the position
of CEO.
24. AUDITOR’S REMUNERATION
Audit and review services
KPMG
Audit and review of financial reports
Other assurance services
2022
$
2021
$
250,000
-
295,000
80,000
250,000
375,000
65
Veris Limited | Annual Report 2022 Notes to the Consolidated Financial Statements
25. SUBSIDIARIES AND ASSOCIATES
The following entities are consolidated:
Name of Entity
Parent Entity
Veris Limited
Controlled Entity
Veris Australia Pty Ltd
Aqura Technologies Pty Ltd*
(previously named OTOC Australia Pty Ltd)
Emerson Stewart Pty Ltd
Whelans Australia Pty Ltd
Whelans International Pty Ltd
Bosco Jonson Pty Ltd
Geo-metric Surveying Pty Ltd
Linker Surveying Pty Ltd
Queensland Surveying Pty Ltd
Southern Hemisphere Investments Pty Ltd
A Perfect Day Elise Pty Ltd
TBBK Pty Ltd
Lawrence Group Pty Ltd
Lester Franks Survey & Geographic Pty Ltd
The following entity is not consolidated:
Country of
Incorporation
Australia
Ownership Interest
2022
2021
%
%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Associated Entity
EMFOX Pty Ltd t/a Wumara Group*
Australia
49
-
* Movements of the year include the sale of Aqura Technologies Pty Ltd in February 2022 and the acquisition of a 49% interest in EMFOX Pty Ltd t/a
Wumara Group in Jul 2021.
66
Notes to the Consolidated Financial Statements
26. DEED OF CROSS GUARANTEE
Pursuant to ASIC Corporation (wholly owned companies) Instrument 2016/785, all the wholly owned
subsidiaries of Veris Limited are relieved from the Corporations Act 2001 requirements for preparation, audit
and lodgement of financial reports, and Directors’ report.
It is a condition of the Instrument that the Company and each of the subsidiaries (referenced in Note 25)
enter into a Deed of Cross Guarantee (“the Deed”). The effect of the Deed is that the Company guarantees
to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain
provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the
Company will only be liable in the event that after six months any creditor has not been paid in full. The
subsidiaries have also given similar guarantees in the event that the Company is wound up.
The consolidated statement of comprehensive income and consolidated statement of financial position,
comprising the Company and controlled entities which are a party to the Deed as at 30 June 2022, after
eliminating all transactions between parties to the Deed of Cross Guarantee, as of and for the year ended 30
June 2022 is the same as the consolidated statement of comprehensive income and consolidated statement
of financial position of the Group as of and for the year ended 30 June 2022.
27. PARENT ENTITY DISCLOSURES
As at, and throughout, the financial year ended 30 June 2022 the parent company of the Group was Veris
Limited.
Results for the Year
(Loss) / Profit for the year
Other comprehensive income
2022
$000
21,075
-
2021
$000
10,000
-
Total comprehensive profit / (loss) for the year
21,075 10,000
Financial position of parent entity at year end
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Reserves and Accumulated loss
Total equity
2022
$000
3
2021
$000
138
28,584
16,441
28,587
16,579
-
(5,782)
-
(3,285)
-
(9,067)
28,587 7,512
51,670
51,652
(23,083)
(44,140)
28,587 7,512
67
Veris Limited | Annual Report 2022
Notes to the Consolidated Financial Statements
28. BASIS OF PREPARATION
(a) Presentation Currency
These consolidated financial statements are presented in Australian dollars, which is the Company’s functional
currency. The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports)
Instruments 2016/191 dated 1 April 2016. All financial information presented in Australian dollars has been
rounded to the nearest thousand unless otherwise stated.
(b) Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for the following
material items in the statement of financial position:
financial instruments at fair value through profit or loss are measured at fair value
The accounting policies set out below have been applied consistently to all periods presented in these
consolidated financial statements and have been applied consistently by Group entities.
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of consolidation
(i) Business combinations
The Group accounts for business combinations using the acquisition method when control is transferred
to the Group. 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 consideration transferred does not include amounts related to the settlement of pre-existing relationships.
Such amounts are generally recognised in profit or loss.
Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent
consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity.
Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.
If share-based payment awards (replacement awards) are required to be exchanged for awards held by the
acquiree’s employees (acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement
awards is included in measuring the consideration transferred in the business combination. This determination
is based on the market-based measure of the replacement awards compared with the market-based measure
of the acquiree’s awards and the extent to which the replacement awards relate to pre-combination service.
(ii) Subsidiaries
Subsidiaries are entities controlled by the Group. 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. The financial statements of subsidiaries are included in the consolidated
financial statements from the date on which control commences until the date on which control ceases.
Interests in equity-accounted investees
(iii)
The Group’s interests in equity-accounted investees comprise interests in associates. Associates are those
entities in which the Group has significant influence, but not control or joint control, over the financial and
operating policies. Interests in associates are accounted for using the equity method. They are initially
recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated
financial statements include the Group’s share of the profit or loss and OCI of equity accounted investees, until
the date on which significant influence or joint control ceases.
68
Notes to the Consolidated Financial Statements
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(a) Basis of consolidation (continued)
(iv) Transactions eliminated on consolidation
Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
(b) Financial instruments
(i) Non-derivative financial assets
The Group initially recognises loans and receivables and deposits on the date that they are originated. All other
financial assets (including assets designated at fair value through profit or loss) are recognised initially on the
trade date at which the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset
expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in
which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest
in transferred financial assets that is created or retained by the Group is recognised as a separate asset or
liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position
when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net
basis or to realise the asset and settle the liability simultaneously.
The Group has the following non-derivative financial assets: cash, trade receivables and contract assets.
Trade receivables
Trade receivables are financial assets with fixed or determinable payments that are not quoted in an active
market. Such assets are recognised initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective
interest method, less any impairment losses.
Expected credit loss
From 1 July 2019, the Group assesses on a forward looking basis the expected credit losses associated with
its financial assets measured at amortised cost, contract assets and debt instruments at Fair Value through
Other Comprehensive Income (FVOCI) but not to investments in equity instruments. The Group applies the
simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from
initial recognition of the receivables.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with original maturities of three
months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash
management are included as a component of cash and cash equivalents for the purpose of the statement of
cash flows.
(ii) Non-derivative financial liabilities
The Group initially recognises financial liabilities (including liabilities designated at fair value through profit or
loss) on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or
expired. Financial assets and liabilities are offset and the net amount presented in the statement of financial
position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on
a net basis or to realise the asset and settle the liability simultaneously.
69
Veris Limited | Annual Report 2022 Notes to the Consolidated Financial Statements
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(b) Financial instruments (continued)
(ii) Non-derivative financial liabilities (continued)
The Group has the following non-derivative financial liabilities: loans and borrowings, bank overdrafts, and
trade and other payables.
Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective
interest rate method for all others.
(iii) Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares
and share options are recognised as a deduction from equity, net of any tax effects. Dividends on ordinary
shares are recognised as a liability in the period in which they are declared.
(c)
Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated
impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that
is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of
an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment and are recognised in profit
or loss.
(ii) Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of
the item if it is probable that the future economic benefits embodied within the part will flow to the Group and
its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the
day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
(iii) Depreciation
Depreciation is recognised in profit or loss on either a straight-line or diminishing value basis over the
estimated useful lives of each part of an item of property, plant and equipment. Items of property, plant and
equipment are depreciated from the date that they are installed and are ready for use.
The depreciation rates for the current and comparative periods are as follows:
Plant and equipment
Motor vehicles
Leasehold Improvements
Property
14-33%
14-33%
20%
8-20%
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
70
Notes to the Consolidated Financial Statements
29 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Intangible assets
(d)
Intangible assets with finite lives are amortised over the useful life and assessed for impairment at least twice a
year or whenever there is an indication that the intangible asset may be impaired. The amortisation period and
amortisation method are reviewed at least each financial year end. Changes in the expected useful life or flow
of economic benefits intrinsic in the asset are an accounting estimate. The amortisation charge on intangible
assets with finite lives is recognised in the statement of profit or loss and other comprehensive income.
The amortisation rate for the current period is 33%.
(i) Development costs
Research costs are expensed as incurred. Costs incurred on development projects are recognised as intangible
assets when it is probable that the project will, after considering its commercial and technical feasibility,
be completed and generate future economic benefits and its costs can be reliably measured. Expenditure
capitalised comprises all directly attributable costs including costs of materials, services and direct labour. Other
development expenditure that do not meet these criteria are recognised as an expense as incurred. Amortisation
is calculated using the straight-line method to allocate the cost of intangible over its estimated useful life (1-5
years) commencing when the intangible is available for use. The carrying value of an intangible asset arising from
development expenditure is tested for impairment when an indication of impairment arises during the period.
(ii) Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the
specific asset to which it relates.
(e)
Impairment
(i) Non-financial assets
The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists then
the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the
smallest group of assets that generates cash inflows from continuing use that are largely independent of
the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in
a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are
expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its
recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect
of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and
then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
Any impairment loss on a disposal group first is allocated to goodwill, and then to remaining assets and liabilities
on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets and
employee benefit assets, which continue to be measured in accordance with the Group’s accounting policies.
Impairment losses on initial classification as held for sale and subsequent gains of losses on re-measurement are
recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.
Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortised
or depreciated.
71
Veris Limited | Annual Report 2022 Notes to the Consolidated Financial Statements
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(f) Employee benefits
(i) Other long-term employee benefits
The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that
employees have earned in return for their service in the current and prior periods plus related on-costs. That
benefit is discounted to determine its present value.
(ii) Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the
related service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing
plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee and the obligation can be estimated reliably.
(iii) Share-based payment transactions
The grant date fair value of rights granted to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period that the employees become unconditionally entitled to the
options. The amount recognised as an expense is adjusted to reflect the actual number of performance rights
for which the related service and non-market vesting conditions are met.
Provisions
(g)
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle
the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability.
(h) Revenue
Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.
Construction contract revenue is recognised in profit or loss in proportion to the stage of completion of the
transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed.
Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims
and incentive payments, to the extent that it is probable that they will result in revenue and can be measured
reliably. As soon as the outcome of a contract can be estimated reliably, contract revenue is recognised in
profit or loss in proportion to the stage of completion of the contract. Contract expenses are recognised as
incurred unless they create an asset related to future contract activity.
(i) Contract assets
Contract assets represents the gross unbilled amount expected from customers for contract work performed
to date. It is measured at cost plus profit recognised to date less progress billings and recognised losses. Cost
includes all expenditure related directly to specific projects and an allocation of fixed and variable overheads
incurred in the Group’s contract activities based on normal operating capacity.
Contract liabilities (income received in advance) represents billings in advance of work completed.
(j) Finance income and expense
Finance income comprises interest income on funds invested. Interest income is recognised as it accrues
in profit or loss, using the effective interest method. Finance expenses comprise interest expense on
borrowings. Borrowing costs that are not directly attributable to the acquisition, construction or production of a
qualifying asset are recognised in profit and loss using the effective interest method.
72
Notes to the Consolidated Financial Statements
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss
except to the extent that it relates to items recognised directly in equity, in which case it is recognised in
equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the
liability to pay the related dividend is recognised.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. The recoverability of this deferred tax asset is dependent on the generation of sufficient taxable
income to utilise those tax losses. Management judgements and estimates are required in the assessment
of this recoverability, including forecasting sufficient future taxable income. Deferred tax is not recognised for
the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a
business combination and that affects neither accounting nor taxable profit or loss, and differences relating
to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not
reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences
arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to
be applied to the temporary differences when they reverse, based on the laws that have been enacted or
substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on
different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets
and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(i) Tax consolidation
The Group and its wholly-owned entities are part of a tax-consolidated group. As a consequence, all members
of the tax-consolidated group are taxed as a single entity from that date. The head entity within the tax-
consolidated group is Veris Limited.
The Group recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the
extent that it is probable that future taxable profits of the tax-consolidated group will be available against which
the asset can be utilised. Any subsequent period adjustments to deferred tax assets arising from unused tax
losses as a result of revised assessments of the probability of recoverability is recognised by the head entity
only.
(ii) Nature of tax funding arrangements and tax sharing arrangements
The head entity, in conjunction with other members of the tax-consolidated group, has entered into a tax
funding arrangement which sets out the funding obligations of members of the tax-consolidated group in
respect of tax amounts. The head entity in conjunction with other members of the tax-consolidated group
has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of
the allocation of income tax liabilities between the entities should the head entity default on its tax payment
obligations. No amounts have been recognised in the financial statements in respect of this agreement as
payment of any amounts under the tax sharing agreement is considered remote.
73
Veris Limited | Annual Report 2022 Notes to the Consolidated Financial Statements
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Income tax (continued)
(iii) Goods and services tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except
where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the
GST is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable
from, or payable to, the ATO is included as a current asset or liability in the balance sheet. Cash flows are
included in the statement of cash flows on a gross basis. The GST components of cash flows arising from
investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating
cash flows.
(l) Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted
average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting
the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares
outstanding for the effects of all dilutive potential ordinary shares, which comprise performance rights granted
to employees.
(m) Segment reporting
The Group determines and presents operating segments based on the information that internally is provided to
the CEO’s, who are the Group’s chief operating decision makers.
An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any
of the Group’s other components. All operating segments’ operating results are regularly reviewed by the
Group’s Managing Director to make decisions about resources to be allocated to the segment and assess its
performance, and for which discrete financial information is available.
Segment results that are reported to the CEO include items directly attributable to a segment as well as those
that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the
Group’s headquarters), head office expenses, and income tax assets and liabilities.
(n) Government grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the
conditions attaching to them and that the grants will be received. As a result of the ongoing COVID pandemic,
the Group received government assistance in the form of wage subsidies under the Australian JobKeeper
program.
Government grants are recognised in the statement of profit and loss on a systematic basis over the periods in
which the Group recognises as expenses the related costs for which the grants are intended to compensate.
The government grants received were offset against employee expenses. Government grants that are
receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate
financial support to the Group with no future related costs are recognised in the statement of profit or loss in
the period in which they become receivable.
74
Notes to the Consolidated Financial Statements
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(o) Inventory
Cost of purchased inventory are determined after deducting rebates and discounts received or receivable.
Stock on hand is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery
costs, net of rebates and discounts received or receivable. Costs are assigned on a first-in, first-out basis.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs
of completion and the estimated costs necessary to make the sale.
(p) Prior year comparatives
Certain comparative information has been re-presented so it is in conformity with the current year
classification.
30. NEW STANDARDS AND INTERPRETATIONS NOT YET EFFECTIVE
Veris has adopted all of the new and revised Accounting Standards and Interpretations issued by the AASB
that are relevant to the operations of Veris and effective for reporting periods beginning on or after 1 July
2022.
The following amended standards and interpretations have not yet been assessed by the Group but are not
expected to have a significant impact on the Group’s consolidated financial statements:
COVID-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16)
Annual Improvements to IFRS Standards 2018–2020
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)
Reference to Conceptual Framework (Amendments to IFRS 3)
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
Definition of Accounting Estimates (Amendments to IAS 8
31. DETERMINATION OF FAIR VALUES
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both
financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or
disclosure purposes based on the methods set out below. Where applicable, further information about the
assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
(i) Property, plant and equipment
The fair value of property, plant and equipment recognised as a result of a business combination is based on
market values. The market value of property is the estimated amount for which a property could be exchanged
on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper
marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The market
value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar items.
(ii) Trade and other receivables
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted
at the market rate of interest at the reporting date.
75
Veris Limited | Annual Report 2022 Notes to the Consolidated Financial Statements
31. DETERMINATION OF FAIR VALUES (CONTINUED)
(iii) Share-based payment transactions
The fair value of employee stock options is measured using a binomial option pricing model. The fair value of
share performance rights is measured using the Monte Carlo formula.
Measurement inputs include share price on measurement date, exercise price of the instrument, expected
volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available
information), weighted average expected life of the instruments (based on historical experience and general
option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds).
Service and non-market performance conditions attached to the transactions are not taken into account in
determining fair value.
76
Directors’ Declaration
1. In the opinion of the directors of Veris Limited (“the Company”):
(a) the consolidated financial statements and notes set out on pages 39 to 76 and the Remuneration
report on pages 29 to 36 in the Directors’ report, are in accordance with the Corporations Act 2001
including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
performance for the financial year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
2. There are reasonable grounds to believe that the Company and the group entities identified in note 25 will
be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the
Deed of Cross Guarantee between the Company and those group entities pursuant to ASIC Class Order
2016/191.
3. The directors have been given the declarations required by Section 295A of the Corporations Act 2001
from the chief executive officer and the chief financial officer for the financial year ended 30 June 2022.
4. The directors draw attention to page 43 to the consolidated financial statements, which includes a
statement of compliance with International Financial Reporting Standards.
Signed in accordance with a resolution of the Directors:
Karl Paganin
Chairman
Dated at Perth 29 August 2022
77
Veris Limited | Annual Report 2022
Independent Auditor’s Report
To the shareholders of Veris Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
Veris Limited (the Company).
The Financial Report comprises:
• Consolidated statement of financial position as at
In our opinion, the accompanying Financial
Report of the Company is in accordance
with the Corporations Act 2001, including:
• Giving a true and fair view of the
Group’s financial position as at 30 June
2022 and of its financial performance for
the year ended on that date; and
• Complying with Australian Accounting
Standards and the Corporations
Regulations 2001.
30 June 2022;
• Consolidated statement of profit or loss and other
comprehensive income, Consolidated statement
of changes in equity, and Consolidated statements
of cash flows for the year then ended;
• Notes including a summary of significant
accounting policies; and
• Directors’ Declaration.
The Group consists of the Company and the entities
it controlled at the year-end or from time to time
during the financial year.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (including Independence Standards) (the Code) that are relevant to our
audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in
accordance with these requirements.
We confirm that the independence declaration required by the Corporations Act 2001, which has
been given to the Directors of Veris Limited would be in the same terms if given to the Directors as
at the time of this Auditor’s Report.
Key Audit Matters
The Key Audit Matters we identified are:
• Recognition of Revenue, Trade
Receivables and Contract Assets.
Key Audit Matters are those matters that, in our
professional judgement, were of most significance in
our audit of the Financial Report of the current period.
These matters were addressed in the context of our
audit of the Financial Report as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
78
Recognition of Revenue, Trade Receivables and Contract Assets (Revenue $92.366 million and
Contract Assets $6.266 million)
Refer to Note 8 to the Financial Report
The key audit matter
How the matter was addressed in our audit
Recognition of revenue and contract assets is
a Key Audit Matter due to the:
• Significance of revenue to the financial
statements, including a large number of
contracts with customers and the degree
of estimation and judgement involved in
revenue recognition, particularly at year-
end. Such estimates and judgements
include assessment of the probability of
customer approval of variations and
acceptance of claims; and
• The Group’s determination of contractual
entitlement to Contract Asset balances
including assessment of performance
obligations.
We focused on the Group’s determination of
the revenue recognised from variable
consideration being highly probable of not
reversing. The Group’s determination of an
amount that is highly probable requires a
degree of estimation and judgement. This
increased the audit effort we applied to gather
sufficient appropriate audit evidence that the
variable consideration is highly probable.
Our procedures included:
• Obtaining understanding of the Group’s key
processes for recognition of revenue from
contracts with its customers;
• Considering the appropriateness of the Group’s
accounting policies for the recognition and
measurement of revenue, including variable
consideration, against the requirements of AASB
15 Revenue from Contracts with Customers
(AASB 15);
• Assessing the Group’s estimation method in
recognising revenue, including variations and
claims, to the extent it is highly probable that a
significant reversal will not occur, particularly at
year-end. We performed this, on a sample basis,
by examining underlying evidence including,
where applicable, project spend and
correspondence with customers accepting
contract terms or invoicing;
• Assessing the Group’s recognition of contract
asset balances at year-end. Our testing, on a
sample basis, included checking evidence, as
outlined in the procedure above, of AASB 15
revenue recognition criteria, including an
enforceable right and achievement of
performance obligations;
• Assessing the basis for the Group’s contract
asset recognition against the findings of our
testing. Moreover, we evaluated the conclusions
reached by the Group using our understanding
of the contracts obtained in the procedures
noted above, in the context of the Group’s
accounting policies and the requirements of
AASB 15; and
• Assessing the appropriateness of disclosures in
the financial statements using our understanding
obtained from our testing and against the
requirements of AASB 15.
79
Veris Limited | Annual Report 2022
Other Information
Other Information is financial and non-financial information in Veris Limited’s annual reporting which
is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible
for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other
Information. In doing so, we consider whether the Other Information is materially inconsistent with
the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
We are required to report if we conclude that there is a material misstatement of this Other
Information, and based on the work we have performed on the Other Information that we obtained
prior to the date of this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
• Preparing the Financial Report that gives a true and fair view in accordance with Australian
Accounting Standards and the Corporations Act 2001;
•
Implementing necessary internal control to enable the preparation of a Financial Report that gives
a true and fair view and is free from material misstatement, whether due to fraud or error; and
• Assessing the Group and Company’s ability to continue as a going concern and whether the use
of the going concern basis of accounting is appropriate. This includes disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless they
either intend to liquidate the Group and Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
• To obtain reasonable assurance about whether the Financial Report as a whole is free from
material misstatement, whether due to fraud or error; and
• To issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it
exists.
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 Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This description forms part of our
Auditor’s Report.
80
Report on the Remuneration Report
Report on the Remuneration Report
Opinion
Opinion
In our opinion, the Remuneration Report of
In our opinion, the Remuneration Report of
Veris Limited for the year ended 30 June 2022
Veris Limited for the year ended 30 June 2022
with Section 300A of the Corporations Act
with Section 300A of the Corporations Act
2001.
2001.
KPMG
KPMG
Directors' responsibilities
Directors’ responsibilities
The Directors of the Company are responsible for
The Directors of the Company are responsible for
the preparation and presentation of the
the preparation and presentation of the
Remuneration Report in accordance with Section
Remuneration Report in accordance with Section
300A of the Corporations Act 200 7.
300A of the Corporations Act 2001.
Our responsibilities
Our responsibilities
W e have audited the Remuneration Report
We have audited the Remuneration Report
included in pages 29 to 36 of the Directors' report for
included in pages 29 to 36 of the Directors’ report
the year ended 30 June 2022.
for the year ended 30 June 2022.
Our responsibility is to express an opinion on the
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit
Remuneration Report, based on our audit
conducted in accordance with Australian Auditing
conducted in accordance with Australian Auditing
Standards.
Standards.
Jane Bailey
Jane Bailey
Partner
Partner
Perth
29 August 2022
Perth
29 August 2022
81
62
Veris Limited | Annual Report 2022
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Veris Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Veris Limited for the
year ended 30 June 2022 there have been:
i.
ii.
No contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
Jane Bailey
Partner
Perth
29 August 2022
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited
by a scheme approved under Professional Standards Legislation.
82
Additional Information
Additional Information per ASX Listing Rules - Unaudited
Additional information required by ASX Listing Rules and not disclosed elsewhere in this report is set out
below.
Corporate Governance Statement
The Group’s Corporate Governance Statement can be found at:
www.veris.com.au/investors/corporate-governance
Shareholder Information as at 23 August 2022
Top 20 Shareholders of Quoted Securities
Rank
Name
SHERKANE PTY LTD
OCEAN TO OUTBACK ELECTRICAL PTY LTD
45,935,229
Shares
% of
Issued
Capital
89,589,822
17.11
1
2
3
5
6
7
8
9
10
11
12
CARRIER INTERNATIONAL PTY LIMITED
4 MR BRIAN ELTON
ICON HOLDINGS PTY LTD
HGL INVESTMENTS PTY LTD
ELTON PROPERTY PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
EVANS FAMILY NOMINEES PTY LTD
ROUND ETERNAL INVESTMENTS PTY LTD
SHIAWASEYO PTY LTD
13 MS JENNY LEE RUDOLPH
14 MRS JASMINE KRKLJES
15
16
17
SILCHESTER INVESTMENTS PTY LTD
ROCKDALE FARMING PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
18 MILES AND MILES PTY LTD
19
SHIRLEY-COSGRIFF INVESTMENTS PTY LTD
20 MR PETER HOWELLS
41,834,392
27,986,606
15,500,000
13,428,572
10,799,412
10,683,049
9,715,309
5,750,000
5,000,000
4,829,104
4,400,000
4,286,625
4,214,285
4,009,731
4,000,603
3,823,353
3,800,000
8.77
7.99
5.34
2.96
2.56
2.20
2.06
2.04
1.85
1.10
0.95
0.92
0.84
0.82
0.80
0.77
0.76
0.73
0.73
CONCEPT WEST COMMUNICATIONS PTY LTD
11,508,540
Total
321,094,632
61.31
83
Veris Limited | Annual Report 2022 Additional Information
Substantial Holders of 5% or more of fully paid ordinary shares
Shareholder
SHERKANE PTY LTD
OCEAN TO OUTBACK ELECTRICAL PTY LTD (and
other related parties of Adam Lamond)
CARRIER INTERNATIONAL PTY LIMITED
MR BRIAN ELTON
Distribution of Shareholders
Spread of Holdings
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001+
Total on Register
Shares
89,589,822
48,591,815
41,834,392
38,786,018
Voting
Power
17.11%
9.28%
7.99%
7.40%
Ordinary
Shares
Performance
Rights
50
73
104
406
339
972
-
-
-
-
-
-
Non-Marketable Parcels
Number of shareholders holding less than a marketable parcel is 147.
Voting Rights
Ordinary Shares
Voting rights on a show of hands every member present at a meeting in person or by proxy shall have one
vote and upon a poll each share shall have one vote.
Performance Rights
There are no voting rights attached to Performance Rights
Restricted Securities
There are no restricted securities on issue.
Unquoted Equity Securities
There are no unquoted Performance Rights on issue.
Securities Exchange
The Group is listed on the Australian Securities Exchange. The Home exchange is Perth. The ticker code is
VRS.
84
Corporate Information
The registered office of the company is:
Veris Limited
41 Bishop Street
Jolimont WA 6014
Company Secretary:
Steven Harding
The principal place of business is:
Veris Limited
41 Bishop Street
Jolimont WA 6014
Telephone: (08) 9317 0600
Share Registry:
Computershare
Level 11, 172 St Georges Terrace
Perth WA 6000
Telephone: (08) 6188 0800
85
Veris Limited | Annual Report 2022 Corporate Directory
Veris Limited
ABN: 80 122 958 178
ASX Code: VRS
41 Bishop Street, Jolimont WA 6014
T: +61 8 9317 0600
www.veris.com.au
Directors
Karl Paganin
Non-Executive Chairman
Ms Tracey Gosling
Non-Executive Director
David Murray
Non-Executive Director
Brian Elton
Non-Executive Director
Michael Shirley
Managing Director & Chief Executive Officer
Auditor
KPMG
235 St Georges Terrace Perth, WA 6000
P: +61 8 9263 7171
F: +61 8 9263 7129
Solicitors
Steinepreis Paganin
Level 4, The Read Building, 16 Milligan Street, Perth,
WA 6000
P: +61 8 9321 4000
F: +61 8 9321 4333
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88
Acknowledgment of Country
In the spirit of reconciliation Veris Limited acknowledges
the Traditional Custodians of country throughout
Australia and their connections to land, sea and
community. We pay our respect to their Elders past and
present and extend that respect to all Aboriginal and
Torres Strait Islander peoples today.
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HEAD OFFICE
PERTH
41 Bishop Street
Jolimont WA 6014
PO Box 90
Wembley WA 6913
T: 08 9317 0600
E: veris@veris.com.au
veris.com.au