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Annual Report
2023
HEAD OFFICE
PERTH
41 Bishop Street
Jolimont WA 6014
PO Box 90
Wembley WA 6913
T: 08 6241 3333
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
Managing Director & CEO’s Report
Health, Safety, Environment & Quality
Financial Reports
2
4
8
14
16
Veris Limited | Annual Report 2023
1
Port Hedland
Karratha
Perth
Cairns
Townsville
Whitsundays
Mackay
Brisbane
Newcastle
Adelaide
Sydney
Canberra
Melbourne
Devonport
Hobart
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.
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.
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.
2
Our Values
Working Safely
Safety, health and well being underpins all we do. No compromise
on taking the safest way to perform our work. We individually
and collectively commit to keeping everyone at Veris safe.
Working Together
Collaboration / Teamwork / Connection with each other in our
teams, across teams and with our clients and communities.
Doing The Right Thing
Operating with integrity and authenticity building trust internally
and externally.
Finding Solutions
Innovation, thinking outside the box and focusing on what our clients need.
Continually improving and looking for the best outcome.
Delivering Our Best
Delivery excellence in every thing we do. Providing clients with our collective
expertise and adding value to their projects.
Veris Limited | Annual Report 2023
3
Karl Paganin
Non-Executive Chairman
Chairman’s
Report
It gives me great pleasure to report on a record-
breaking year for Veris Limited (“Veris” or “the
Company”). The 2023 Financial Year (FY23) for Veris
has been marked by significant achievements and
a continued growth trajectory underpinned by an
ongoing investment in our strategy.
Marking a significant milestone in our Company’s
journey, Veris achieved a profit before tax of $1.1
million from its core spatial and planning operations.
This result was unassisted by any external
government grants, COVID-related subsidies or
one-off gains associated with divestments of group
entities and demonstrates the progress towards a
sustainable, profitable business model. In addition,
the Company once again achieved year-on-year
revenue growth, with revenue reaching $100.9
million, up 9.2% from $92.4 million in FY22.
Throughout the year,
our people, projects
and programs
were recognised in
winning a number
of industry awards.
Congratulations to all
the award winners.
4
There has been a continued demonstration of
higher margin returns from the Digital & Spatial and
Planning Urban Design service lines. The higher
value, solutions-based, consulting and advisory
nature of these services reaffirms Veris’ pivot
towards end-to-end solutions that derive more value
from data for our key clients. The positive trajectory,
year-on-year growth and profitable returns reflects
the prudent management and strategy execution
embarked upon by the Board, senior leadership team
and commitment of our people.
During the year, Veris invested further in innovation
and cutting-edge technologies that are essential for
our strategic growth. The Company strengthened
its internal Digital & Spatial capabilities through
increased skillsets in areas such as artificial
intelligence and data analytics. These enhancements
underpin the drive for innovative product
development, positioning Veris at the forefront
of industry trends. Our commitment to fostering
innovation continues to be a driving force going
forward.
Extending upon this investment, the Company is
currently in the process of commercialising a number
of new products and service applications in our
Digital & Spatial business. These digital solutions
are anchored by our market-leading data capture and
hosting capabilities and analytics skill-sets, which
provide Veris with a unique, market-leading offering.
As we leverage these capabilities, we anticipate
higher margin returns and new growth opportunities.
The Company continued to work closely with
our alliance partner Wumara Group – a majority
Indigenous-owned land and construction surveying
company, in which Veris holds a 49% interest.
There are numerous success stories emerging
from this relationship which aligns with our
Reconciliation Action Plan, including the Indigenous
Surveyor Employment Pathway Program, the
strong demonstration of Veris and Wumara working
together on major projects and the resulting growth
of the Wumara business, as well as enhanced
cultural awareness and learning within Veris.
The diversity, expertise and strategic vision of the
senior leadership team have propelled the Company
forward in FY23. The team has been further
3D Monitoring of Robe Coastline
APSEA SA Industry Award Winner - Community Impact
Veris Limited | Annual Report 2023
5
Chairman’s Report
6
strengthened with the appointment of Julie Stanley
as Chief Operating Officer in November 2022. With
effective leadership and a collaborative approach,
the senior leadership team are fostering a dynamic
work environment, delivering on the strategy, and
leading Veris towards a future of continued growth
and excellence.
Throughout the year, our people, projects and
programs were recognised in winning a number of
industry awards. These awards reflect the industry-
leading talent within the Veris team and the ongoing
investment in programs that develop our people.
Congratulations to all the award winners.
The Company has focused on strong capital
management and holds cash at bank and term
deposits of circa $17.3 million at 30 June 2023.
The strength of our balance sheet has enabled the
re-negotiation of key supply arrangements to deliver
cost savings. Veris has also extended its on-market
share buy back through to June 2024 and continues
to consider a range of capital management initiatives
to create shareholder returns.
Looking ahead to FY24 and beyond, Veris will be
focused on accelerating the commercialisation
of its suite of digital solutions, leveraging the
Company’s inhouse skillsets and data capture/
hosting capabilities. Moreover, the Company will
be continuing its commitment to the development
of its national operating platform, strengthening
relationships with large-scale national and regionally
significant key clients who see the value in Veris
solving their asset-base and data-related challenges.
Ultimately, we aim to solidify our position as a
trusted, leading provider of spatial data services.
On behalf of the Board, I extend my gratitude to all
Veris shareholders, clients, and other stakeholders
for your continued support on this journey. As we
embrace the opportunities that lie ahead, Veris
remains firmly committed to driving growth, fostering
innovation, and delivering shareholder value.
Finally, I would like to congratulate management
and employees across the Company on their
achievements during the year. The Board recognises
the significant work involved in delivering these record
results and thanks them for their commitment.
Karl Paganin
Non-Executive Chairman
Veris Limited | Annual Report 2023
7
Michael Shirley
Managing Director & Chief Executive Officer
Managing Director
& CEO’s Report
By seamlessly
integrating data and
digital solutions across
our service offerings,
we are successfully
expanding our value
proposition to clients.
8
Veris continued to make strong progress in FY23
with our clear, defined strategy gaining momentum.
Our focus has been on returning the business to
sustainable, profitable growth, and for a second
consecutive year the Company achieved a profit.
This is testament to the dedication and hard work
of our people.
Throughout the year, we accomplished significant
milestones and continued to make enhancements
across all aspects of the business. One of our key
objectives has been achieving operational excellence,
and our focus on project management and leveraging
our strong capital management position to unlock
greater margins and shareholder value will remain a
focus moving forward.
With digital transformation comes the opportunity
to revolutionise the way industry designs, builds,
and manages assets. During the year we continued
to invest in leading-edge technology, innovative
solutions and skillsets aligned to our spatial data
strategy. Our high-value services that transform data
into revenue are gaining traction, aligning strongly to
our clients’ growing demand for rapid digitisation of
their assets and smarter decision-making.
The safety, health and wellbeing of our people
underpins everything that we do. Our refreshed set
of values of Working Safely, Working Together, Doing
the Right Thing, Finding Solutions and Delivering our
Best drive our aspiration of being a trusted, leading
provider of spatial data services. They embody our
culture, emphasise what we stand for as a business,
and empower the way we work.
Financial Performance
Veris Australia has achieved year-on-year revenue
growth for the last three years, and in FY23 we were
able to grow revenue by a further 9.2% on the prior
year, up to $100.9 million. This represented a strong
revenue compound annual growth rate of 10.5%
since FY20.
We delivered a profit before tax and share based
payments expenses from our core continuing
operations of $1.3 million, up 1,063% from the
pcp. This result was unassisted by any external
government grants, COVID-related subsidies or
one-off gains associated with divestments of group
entities and demonstrates the progress towards a
sustainable, profitable business model.
During the year, we strategically transitioned our
operational emphasis from pursuing revenue growth
to a more deliberate strategy of strengthening our
margins. This shift in focus, while aimed at bolstering
our profitability moving forward, contributed to a
relatively softer performance in revenue terms in the
second half of the year.
Additionally, during the second half of the financial
year it became clear that Veris was not immune
from the broader economic pressures of a higher
inflationary environment coupled with skilled labour
shortages facing the wider Australian economy.
These pressures have accelerated our focus on
ensuring we undertake the right projects for the right
clients to ensure we utilise our finite resources in
the most value accretive manner and will continue to
remain a focus in FY24.
Autonomous Surface Vessel
Veris Limited | Annual Report 2023
9
MD & CEO’s Report
10
Delivering Operational Excellence
During the year there was a renewed focus on driving
innovation and operational efficiencies. This has
included investing in enhanced project management
processes and training to ensure we deliver efficiently
on projects. In addition, as a result of our strong net
cash balance, we have been able to renegotiate key
supply arrangements to deliver cost savings and
efficiencies including vehicle supply and operating
costs, equipment procurement and maintenance,
insurance and corporate financing arrangements.
Spatial Data Strategy and Innovation
A core element of our strategy revolves around the
pivot towards becoming Australia’s pre-eminent
spatial data business. This journey has seen the
Company invest significantly in leading-edge
technologies which enable us to rapidly capture
high-quality 3D data with unparalleled precision.
Moreover, we are developing a suite of innovative
solutions and services that empower seamless
hosting, access, visualisation, analysis and repeat
access of spatial data for our clients. By seamlessly
integrating data and digital solutions across our
service offerings, we are successfully expanding
our value proposition to clients. This strategic move
positions us at the forefront of spatial innovation,
allowing us to address even the most complex and
challenging requirements.
Examples of this strategy in action include the
development of our cloud-based RoadSiDe platform,
integrating the 3D data captured by our teams in the
field, with AI and spatial analytics to rapidly identify,
assess and quantify the condition of roads. These
types of tools enable virtual site visits and smarter
decision making across the lifecycle of a project,
from design and planning through to ongoing multi-
year asset management programs.
Unlocking Potential with Key Clients
In pursuit of sustainable, profitable growth and
strengthened relationships, we maintained our
focus on key national clients throughout FY23 as
part of our Key Account Management program. By
concentrating our efforts on these larger accounts,
we have built a sense of trust and mutual benefit,
resulting in a notable rise in our share of revenue and
margin growth from these key accounts.
This remains a foundation of our growth strategy,
as we continue to cultivate enduring relationships
and deliver exceptional value to our clients and
stakeholders.
Health and Safety
During the year we continued to elevate our safety
culture and initiatives to keep everyone safe. We
launched a new safety award that recognises
outstanding safety attitude and behaviours in our
people and seeks to drive continuous improvement.
Veris’ Lost Time Injury Frequency Rate for the year
was 4.35 and the Total Recordable Injury Frequency
Rate was 4.25. Sadly, a long-term Veris employee in
Queensland died in July 2022 following an incident
at a remote work site. The incident is still under
investigation. Veris has treated this as a workplace
fatality. Veris operates in sectors that are exposed
to high-risk activities and, while we have a history
of strong safety performance, we are determined
to learn from this loss. The health and safety of our
people is paramount.
People and Culture
At the heart of our achievements lies our talented,
diverse and dedicated workforce. We continued to
put initiatives in place to attract and retain the best
talent and deliver a great employee experience.
In FY23 our Young Professionals Program entered its
third year. The program, which provides graduates
with exposure to all areas of the industry over a
12-month period, had an intake of 16 participants
during the year, up from 10 participants the
year prior. In an industry with a recognised skills
shortage, these types of programs are essential,
and it was particularly rewarding to see the program
acknowledged with an award at the Asia-Pacific
Spatial Excellence Awards for Victoria.
We also implemented a Diversity and Inclusion policy
and framework, which guided our efforts to foster
an inclusive culture. Throughout the year, we actively
recognised and celebrated various awareness days and
social campaigns that promote diversity, encouraging
dialogue and understanding among our workforce.
Our commitment to gender diversity is evident in the
continued evolution of our senior leadership team,
where women are strongly represented, bringing
diverse perspectives to drive Veris forward.
Veris Limited | Annual Report 2023
11
MD & CEO’s Report
We also developed and launched a refreshed
set of values for the business that better reflect
our aspiration. It was important that these were
developed in collaboration with our people, and it was
satisfying to see that following a consultation process
with our teams across the country, these values were
rolled out nationally. These values embody our culture,
empower the way we work and guide the actions that
we take both individually and as a business.
Indigenous Participation
Our alliance with Wumara Group entered its
second year in FY23, and it was pleasing to see the
relationship continue to grow and generate positive
outcomes in its aim to help close the gap between
Indigenous and non-Indigenous Australians.
The Indigenous Surveyor Employment Pathway
Program, which offers Indigenous Australians a
pathway into the surveying industry, was recognised
for its impact, winning the Workforce Development
and Inclusion Award at the National 2023 Asia-Pacific
Spatial Excellence Awards (APSEA). 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.
Another outcome of the alliance has seen Veris
and Wumara Group working together on a number
of major infrastructure projects. The collaboration
between our teams has been a highlight, whilst
also providing invaluable experience for trainees
that had previously completed the Indigenous
Surveyor Employment Pathway Program. Further
to this, we have worked with Wumara to enhance
cultural learning within Veris, hosting a number of
webinars and sessions on culturally significant days
to promote greater cultural awareness in line with our
Reconciliation Action Plan.
Award winning projects, people and
programs
Winning industry awards serves as a powerful
testament to Veris’ unique expertise and capabilities
and solidifies our position as a leader in the field.
12
These accolades not only showcase the exceptional
work we do but also offer valuable recognition of the
impact our people and programs have on our industry.
Across FY23 it was fantastic to celebrate a
considerable number of award winners within the
business including:
Technical Excellence Award for the Paradise
Gorge Digital Twin project – Asia-Pacific Spatial
Excellence Awards (APSEA) Tasmania
Community Impact Award for the 3D Monitoring
of the Robe Coastline project – APSEA South
Australia
Excellence in Innovation Award for the Cardinia
Shire Council 3D Digital Technology project -
Institute of Public Works Engineering Australasia
(IPWEA) Victoria Engineering Excellence Awards
Workforce Development and Inclusion Award for
the Indigenous Surveyor Employment Pathway
Program – APSEA NSW & National
Workforce Development and Inclusion Award
for the Young Professionals Program – APSEA
Victoria
Bruce Thompson Innovation Award, Nathan
Quadros - APSEA National
Winner National Firm Category – Consulting
Surveyors National Excellence Awards.
Pipeline and Outlook
The Company secured forward workload remained
stable and at 30 June 2023 remained in excess of
$55 million. 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. We now have a strong track
record in demonstrating the conversion of our backlog
and pipeline to revenue and margin in subsequent
periods, providing confidence in our outlook.
Veris’ service offering spans a diverse spread
of markets including Property, Infrastructure,
Defence, Mining & Resources, Energy, Utilities and
Government. Despite some economic uncertainty,
most of the markets Veris chooses to target are
continuing to experience strong levels of investment
and growth and have a positive outlook.
In closing, I would like to express my gratitude to the
Senior Leadership Team, Board and every member
of our dedicated workforce for their commitment
throughout the past 12 months. Together, we have
achieved much progress and I’m looking forward to
continued future growth and success.
Michael Shirley
Managing Director & Chief Executive Officer
Veris Limited | Annual Report 2023
13
Health, Safety,
Environment & Quality
Health and
Safety
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.
FY23 TRIFR
(Total Recordable Injury Frequency Rate)
4.25
FY23 LTIF
(Lost Time Injury Frequency Rate)
4.35
Environment
Quality
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.
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
Veris Limited | Annual Report 2023
15
Financial Reports
Directors’ Report
Consolidated Statement of Profit or Loss and Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Group Performance
Risk Management
Working Capital
Capital Employed
Taxation
Net Debt and Equity
Other Information
Group Structure
Accounting Policies
Directors’ Declaration
KPMG Audit Report
Additional Information
Corporate Directory
16
17
38
39
40
41
42
43
46
51
51
53
55
61
62
64
73
74
79
81
Directors’ Report
For the year ended 30 June 2023
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 2023.
Information on Directors
Directors of the Company during the financial year ended 30 June 2023 and up to the date of this report are as
follows:
Name Role
Karl Paganin
Independent Non-Executive Chairman
Non-Executive Director
Michael Shirley
Managing Director & CEO
Brian Elton
Non-Executive Director
David Murray
Tracey Gosling
Independent Non-Executive Director
Independent Non-Executive Director
Period of Directorship
Appointed 25 November 2019
Appointed 19 October 2015
Appointed 1 June 2022
Appointed 21 November 2019
Appointed 1 June 2021
Appointed 1 April 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 25 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 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 holds degrees in Law (B.Juris, LLB) and Arts (BA) from the University of Western Australia.
Mr Paganin is currently Non-Executive Director of ASX listed Southern Cross Electrical Engineering Limited.
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 2023 Directors’ Report
For the year ended 30 June 2023
Information on Directors (continued)
Dr Michael Shirley – Managing Director
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
Brian Elton – Non-Executive Director
Experience
Mr Brian Elton is the founder of Elton Consulting. 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 Health, Safety, Environment and Quality Committee
Other Company Directorships in last 3 years
EMFOX Pty Ltd - Trading as the Wumara Group (July 2021 – current)
Ozfish Unlimited (July 2022 - current)
Interests in Shares of Veris Limited
38,786,018 fully paid ordinary shares
18
Directors’ Report
For the year ended 30 June 2023
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
Interests in Shares of Veris Limited
3,200,000 fully paid ordinary shares
Tracey Gosling - Independent Non-Executive Director
Experience
Ms Gosling is an accomplished and adaptive senior leader with deep experience in formulating and refining
growth plans centred on the transformation of businesses and the commercialisation of digital and data
strategies. Ms Gosling has broad executive experience across a range of sectors including Public Sector, IT,
telecommunications, transport, built environment and professional services.
Ms Gosling has served previously on the Geoscape Board and Investment Committee for 2.5 years. Ms
Gosling is also a member of the Australian Institute of Company Directors GAICD. Her experience launching
new digital and data services across Australia including some pioneering services, extends over some 15
years.
Special Responsibilities
Member of the Health, Safety, Environment and Quality Committee
Other Company Directorships in last 3 years
Gosling Innovation Group (2016 – June 2023)
Night Sky Pty Ltd (2021 – current)
Geoscape Australia (2018 - 2021)
Interests in Shares of Veris Limited
128,205 fully paid ordinary shares
19
Veris Limited | Annual Report 2023 Directors’ Report
For the year ended 30 June 2023
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 and Risk
Committee
Remuneration
and Nomination
Committee
Health, Safety,
Environment and
Quality Committee
Karl Paganin
Michael Shirley
Brian Elton
David Murray
Tracey Gosling
A
13
13
13
13
13
B
13
13
13
13
13
A
4
4
*
4
*
B
4
4
*
4
*
A
4
4
4
*
*
B
4
4
4
*
*
A
*
5
5
*
5
B
*
5
5
*
5
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.
Dividends
There were no dividends paid or declared by the Company during the financial year.
After the end of the financial year, the Company declared a fully franked dividend of $0.0015 per share.
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.
20
Directors’ Report
For the year ended 30 June 2023
Principal Activities (continued)
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.
Significant Changes
The following significant changes in the nature of the activities of the Group occurred during the year:
During the year, Ms Julie Stanley was appointed as Chief Operating Officer of Veris Australia on 1
November 2022. Ms Stanley has a wealth of experience leading and mentoring large-scale operations
within professional services and contracting environments.
Veris Australia successfully mobilised and continues to deliver, or has completed, significant contracts
across our national platform incorporating the delivery of a range of our specialised services including:
_ The Iron Bridge Magnetite Project in WA for the delivery of survey, pipeline design, data analysis and GIS
support;
_ The ongoing Melbourne Metro Tunnel project in Victoria for the delivery of survey, locating and data
management services;
_ 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
_ Continuing assessment of early stage works on the Inland Rail Project connecting major capital cities up
and down the east coast of Australia.
_ The Sydney Metro South-West corridor project providing engineering survey support, 3D data
management and spatial data capture.
Veris accelerated its investment in commercialising new products leveraging our market-leading digital and
spatial data capture and analytics capabilities and solutions. This has provided the backdrop for continued
significant growth in services utilising innovative solutions developed by Veris, including:
_ Creating a 3D façade laser scan and model of an airport terminal for a major capital city airport operator
to assist with their asset maintenance program and planning;
_ Laser scanning and modelling of large-scale remote fencing infrastructure for a major asset owner in
remote areas to assess asset condition and assist with repair and maintenance planning; and
_ Data capture via mobile laser scan (MLS) and 3D Ground Penetrating Radar (GPR) to create virtual
models of street-scapes to assist with asset maintenance and more precise vegetation management and
clearance requirements, thereby assisting improved conservation and tree canopy management.
21
Veris Limited | Annual Report 2023 Directors’ Report
For the year ended 30 June 2023
Significant Changes (continued)
Veris Limited announced on 8 June 2022 that it intended to implement an on-market share buy-back for up
to 10% of the Company’s fully paid ordinary shares on issue. During the financial year, Veris acquired 10.98
million ordinary shares via the operation of the on-market buy-back incurring a cash outlay of $0.9 million.
Veris Limited announced on 9 June 2023 its intention to extend for a further 12 months the on-market share
buy-back for up to a further 10% of the Company’s fully paid ordinary shares on issue, which is now due to
conclude on 8 June 2024.
Veris Limited resolved and completed settlement of the consideration adjustment arising from the
transaction to divest 100% of the shares in Aqura Technologies Pty Ltd (“Aqura”) (as announced on 28
February 2022). This settlement relating to working capital adjustment amounted to a cash settlement of
$0.4 million in the second half of the financial year (reflecting a $179,000 downward adjustment to the gain
made on sale of Aqura in FY22).
Operating and Financial Review
For the year ended:
Continuing operations
Revenue
Statutory profit / (loss) after tax
Add back:
Government grants
Tax (benefit) / expense
Net finance expense
Restructuring costs
Share-based payment expense
Acquisition costs
Adjusted EBIT profit / (loss)
Depreciation and amortisation
Adjusted EBITDA from continuing operations(i)
Discontinued operations
Discontinued operations (loss) / profit net of tax
(Loss) / gain on disposal of subsidiary
Net (loss) / profit from discontinued operations, net of tax
Key Balance Sheet Metrics
Net Assets
Working Capital(ii)
30 Jun 2023
$000
30 Jun 2022
$000
100,861
1,071
92,366
510
-
-
816
30
232
-
(1,022)
(405)
1,234
215
8
4
2,149
544
8,027
8,441
10,176
8,985
-
(2,230)
(179)
22,770
(179)
20,540
28,821
28,587
17,738
16,280
(i)
Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation and acquisition related costs, restructuring, share-based
payments, government grants and acquisition costs, and is an unaudited non-IFRS measure.
(ii) Working capital is defined as current assets less current liabilities.
The Group achieved adjusted EBITDA of $10.2 million in FY23 from the continuing operations of Veris
Australia, which reflects a 13% increase on the prior corresponding period.
Whilst FY23 witnessed the conclusion of government-imposed restricted operating conditions, the result was
impacted by the higher-than-average quantum of annual leave taken by our workforce following the relaxation
of travel and border restrictions. Whilst these leave entitlements were accrued on the Group’s balance sheet,
the loss of margin generating opportunities whilst staff were utilising leave accrued during extended periods of
lockdown ultimately had a material impact on the result for the year.
22
Directors’ Report
For the year ended 30 June 2023
Operating and Financial Review (continued)
The Company’s strong balance sheet comprising cash and short-term deposits of $17.3 million has delivered
significantly reduced financing costs as well as providing a strengthened credit risk profile from which to
renegotiate a number of procurement arrangements such as equipment, vehicles and insurances. These
renegotiated arrangements have all delivered margin accretion in FY23.
The increase in adjusted EBITDA also 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.
With the continuation of competitive labour markets experienced across all of Veris’ operating environments,
the Group has continued to invest in our people, systems and leading-edge equipment to enhance the
engagement with our existing teams and continue to position Veris as the leading provider of digital & spatial
services to attract high quality skilled staff from across the industry. Our focus on our people and culture
strategy resulted in significantly lower restructuring costs during FY23.
Net assets increased on prior year primarily as a result of the operating profit generated by the operations
of Veris Australia. This was offset by the reduction in share capital arising from the ongoing on-market share
buyback of $0.9 million and the final settlement payment made to Telstra in connection with a working capital
transaction adjustment arising from the Aqura divestment in FY22 of $0.4 million.
The working capital position of the Group has again strengthened during FY23 from $16.3 million to
$17.7 million at 30 June 2023. A continued focus on working capital management has underpinned this
improvement in the Group’s working capital position as tighter management of WIP and debtor balances has
resulted in the crystallisation of cashflow. This has been an important focus in managing Veris’ potential credit
risk exposures as the impact of a higher interest rate environment has seen some industry participants across
the property and construction sectors face financial difficulty, particularly in the second half of FY23. To date,
Veris has not been significantly impacted in this area.
Veris has also utilised the Group’s strong cash position and balance sheet to revisit its asset funding model
during FY23. Historically, the Group has financed equipment purchases via the utilisation of relatively higher
cost fixed term hire purchase/equipment finance agreements. During the year, Veris entered into a lower cost
corporate borrowing arrangement with a major Australian bank and utilised some of this facility to terminate a
number of these legacy higher cost equipment finance agreements. This new corporate borrowing facility has
also been utilised to fund the continued investment in leading edge technology and equipment at significantly
lower financing rates than the Group had historically been able to access. These lower interest rate costs will
ultimately contribute to enhancing margins in future years.
Accelerating the pivot towards a spatial data business
Throughout FY23, Veris Australia significantly accelerated its pivot towards becoming a leading spatial data
business by further investing in its Digital Solutions. 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 Solutions represents a strategic opportunity to capture growth and deliver enhanced margins
while meeting the push towards digitalisation and data-driven insights by industry.
23
Veris Limited | Annual Report 2023 Directors’ Report
For the year ended 30 June 2023
Operating and Financial Review (continued)
Accelerating the pivot towards a spatial data business (continued)
As part of this acceleration, further investment was made across FY23 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;
3D Ground penetrating radar (GPR) capability; and
leading-edge terrestrial laser scanning equipment.
A key platform in Veris’ digital 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.
With the continued investment in additional specialist skill sets, including the expansion of our geographic
information system (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, Veris has expanded our capabilities
in developing and commercialising data-driven analytics solutions for our large-scale clients. These solutions
are developed to target and solve client-identified problems. As we expand our data capture capabilities, the
continued development of additional solutions will remain a key strategic focus.
The growth of our GIS services is strongly linked to our property and infrastructure clients. FY23 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.
Veris continues to deliver value from data for its clients, by providing high value spatial data solutions. Our
internal development of applied 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. RoadSiDe is a newly developed product with large-scale potential application leveraging data
insights coupled with user-friendly web-based platforms for the remote assessment of road conditions.
Outlook
Whilst the broader outlook for Veris’ operations remains strong there are near-term challenges across the
broader Australian economy which may impact the markets in which we operate in the near term. The
emergence of inflationary pressures across FY23 has led to ongoing cost escalation, whilst tightness in the
availability of skilled labour resources and continuing interruptions to supply channels has led to a range of
input cost challenges.
Despite these near term headwinds, Veris is well positioned for the future as a result of:
continued record levels of investment in the infrastructure and defence sectors;
renewed immigration levels underpinning demand for housing providing supportive conditions for the
property sector;
ongoing strength in commodity markets underpinning activity in the mining and resources sector, and an
increasing industry requirement for digital and spatial data solutions
24
Directors’ Report
For the year ended 30 June 2023
Operating and Financial Review (continued)
Outlook (continued)
FY24 is an important year for Veris to continue to demonstrate the acceleration of our pivot towards the
execution of our Digital & Spatial strategy as we build upon the return to profitability of the core Veris platform.
Key to the execution of this strategy will be the continued operational shift from smaller projects to increasing
our engagement and relationships with key national and regional clients as we provide solutions to their large-
scale data problems. As we accelerate our focus, commercialising Veris’ proprietary digital solutions will be
critical to developing repeatable commercial relationships with this key target client base.
Whilst current inflationary pressures on project inputs are resulting in the review of timelines around a number
of large scale infrastructure projects, sponsored by the Federal and State Governments, the longer-term need
for the construction of these projects is not diminished. Veris continues to be well placed to capture significant
works on these large infrastructure opportunities across both metropolitan and regional areas.
Pipeline
Veris enters FY24 with a strong order book and pipeline. The order book at 30 June 2023 remained in excess
of $55 million and pipeline of projects of weighted value in excess of $190 million for execution over the
next 24 months. Both the size and quantum of the order book and pipeline have remained relatively stable
throughout the financial year, demonstrating the Group’s strong track record of converting our backlog and
pipeline to revenue and margin in subsequent periods, providing confidence in our outlook.
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 2023, 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:
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. 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.
25
Veris Limited | Annual Report 2023 Directors’ Report
For the year ended 30 June 2023
Risks (continued)
Working with Potential Safety Hazards Risk
In undertaking work and delivering projects for its customers, Veris’ employees and subcontractors can
operate in potentially 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.
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’ strategy, as well as changing market conditions, business
environment and innovations.
26
Directors’ Report
For the year ended 30 June 2023
Risks (continued)
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.
Macro-economic trends
Veris considers the potential for the Australian economic outlook to remain challenging with inflationary
pressures and associated interest rate impacts affecting a broad range of participants in the sectors Veris
operates in. Within this environment, there can be uncertainty around the path of inflation, the associated
policy responses and the impacts on Veris’ customers and suppliers. Veris monitors the risk of systemic shifts
in the macro-economic environment such as a subdued macroeconomic environment or a global financial
crisis-type event that restricts access to capital to fund certain projects. The Veris board manages the business
to protect the Group’s balance sheet and maintain conservative buffers to address uncertainties as they arise.
Supply chain risk
High inflation, a tight labour market, and global disruptions to manufacturing and technology equipment supply
chains can have an impact on Veris’ ability to source and repair technology-based equipment and vehicles.
Veris works closely with key suppliers to understand supply chain bottlenecks and capacity constraints.
Climate change
The changing frequency and severity of weather events is identified as a risk to Veris’ operations and
financial results over the short, medium and long-term. Severe natural hazard events impact our clients and
communities in which we operate and drive operational pressures within the business. Veris advocates for
cross-sector collaboration and greater investment in building community resilience against natural hazards to
better manage physical risks associated with climate change.
Significant Events After Period End
On 28 August 2023 the Company has declared that it will pay a fully franked dividend for 2023 of $0.0015 per
share.
On 3 July 2023 the Company announced and effected the cancellation of 1,637,830 ordinary shares that were
acquired under the Company’s on-market buy back that was active during the year.
27
Veris Limited | Annual Report 2023 Directors’ Report
For the year ended 30 June 2023
Significant Events After Period End (continued)
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.
Remuneration Report – Audited
The directors are pleased to present your Company’s 2023 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 following 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 2022 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.
Name
Role
Non-Executive Directors
Appointment
Karl Paganin
Non-Executive Chairman, Independent
Non-Executive Director, Independent
Appointed 25 November 2019
Appointed 19 October 2015
David Murray
Non-Executive Director, Independent
Appointed 1 June 2021
Brian Elton
Non-Executive Director
Appointed 21 November 2019
Tracey Gosling
Independent Non-Executive Director
Appointed 1 April 2022
Executive Director
Michael Shirley
Executive KMP
Michael Shirley
Steven Harding
Managing Director & CEO
Appointed 1 June 2022
Chief Executive Officer
Chief Financial Officer
Company Secretary
Steve Pearson
Chief Commercial Officer
Appointed 29 October 2019
Appointed 2 April 2020
Appointed 27 November 2020
Appointed 30 March 2020
KMP effective 1 March 2022
Julie Stanley
Chief Operational Officer
Appointed 1 November 2022
28
Directors’ Report
For the year ended 30 June 2023
Remuneration Report – Audited (continued)
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.
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.
The Company has entered into service agreements with its current Non-Executive Directors; refer to the
details of the contractual arrangements on page 32 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 in creating long term shareholder value and is fit for purpose for the phase of the
company’s life cycle.
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
regarding remuneration.
29
Veris Limited | Annual Report 2023 Directors’ Report
For the year ended 30 June 2023
Remuneration Report – Audited (continued)
d) Performance linked compensation
The following table shows key performance indicators for the Group over the last five years.
Financial Year Ended 30 June
2023
2022
LTI
Closing Share Price ($)
EPS (cents)
STI
Profit / (Loss) from Continuing Operations
($’000)
0.081
0.17
1,071
2021
Restated
0.074
(0.33)
2020
2019
0.036
(6.14)
0.047
(11.29)
0.063
4.04
105
(2,392)
(23,210)
(40,643)
Adjusted EBITDA
10,176
10,007
8,328
1,860
4,100
Average % of Maximum STI awarded to
Executives (i) (%)
Dividends paid ($’000)
-
-
-
-
-
-
-
-
-
1,770
(i) Represents STI payable/paid as a percentage of the maximum STI payable.
e) Details of share-based compensation and bonuses
(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
FY2023 Long Term Incentive Plan (“FY23 LTI Plan”)
On 19 October 2022 and 3 March 2023, the Group granted Performance Rights to the Managing Director/CEO
(approval under ASX Listing rule 10.14) and the CFO and CCO, under the Group’s Long Term Incentive Plan
in respect of the financial years ended 30 June 2023 to 30 June 2024. Subject to continued employment and
achievement of financial performance hurdles (Absolute total shareholder return (‘ATSR’) and Basic Earnings
Per Share), the Performance Rights will vest as follows:
Number of
Performance
Rights
granted
Vesting
Date
(A)
Lapsed
(B)
Vested
Vesting Hurdles
5,685,716 30 June
5,685,716
2023
5,685,716 30 June
2024
11,371,432
-
-
-
-
-
50% Absolute TSR (‘ATSR’)
50% Basic EPS
<12.5% p.a.
compounded
12.5% p.a.
compounded
Nil
50%
< $0.0046 Nil
> $0.0046
100%
>12.5% p.a.
compounded, <20%
p.a. compounded
Pro-rata vesting
between 50%
and 100%
< $0.0039
> $0.0039
Nil
100%
At or above 20%
p.a. compounded
100%
(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:
failure to satisfy the applicable vesting conditions;
the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right;
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;
the expiry date.
i.
ii.
iii.
iv.
v.
(B) During the year ending 30 June 2023 on failing to achieve the vesting hurdles.
30
Directors’ Report
For the year ended 30 June 2023
Remuneration Report – Audited (continued)
(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
Steve
Harding
Steve
Pearson
Performance
rights 2023
Performance
rights 2024
Performance
rights 2023
Performance
rights 2024
Performance
rights 2023
Performance
rights 2024
2,685,714
2,685,714
1,564,286
1,564,286
1,435,716
1,435,716
11,371,432
19 October
2022
19 October
2022
3 March
2023
3 March
2023
3 March
2023
3 March
2023
-
-
-
-
-
-
-
-
-
-
-
-
100% 2,685,714
2023
-
-
2024
100% 1,564,286
2023
-
-
2024
100% 1,435,716
2023
-
-
2024
-
-
-
-
-
-
(iv) Vesting and exercise of performance rights granted as remuneration
No Performance Rights vested during the reporting period.
f) Voting and comments made at the Company’s 2022 Annual General Meeting
The adoption of the Remuneration Report for the financial year ended 30 June 2022 was put to the
shareholders of the Company at the Annual General Meeting held 19 October 2022. The Company received
99.4% of votes, of those shareholders who exercised their right to vote, in favour of the remuneration report
for the 2022 financial year. The resolution was passed without amendment on a poll.
31
Veris Limited | Annual Report 2023 Directors’ Report
For the year ended 30 June 2023
Remuneration Report – Audited (continued)
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
Brian Elton
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.
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 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.
Tracey Gosling Ms Gosling will hold office until the
next annual general meeting of the
Company where she may be subject
to retirement by rotation under the
company’s constitution.
Michael Shirley
(A) (B) (C) & (D)
Until validly terminated in accordance
with the terms of the Agreement.
Steven Harding
(A) (B) (C) & (E)
Until validly terminated in accordance
with the terms of the Agreement.
$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).
$70,000 In accordance with the company’s
constitution and the Corporations Act 2001
(Cth).
$470,000 Termination by Company with reason – 1
months’ notice
Termination by Company without reason –
3 months’ notice.
$365,000 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
(A) (B) (C) & (F)
Until validly terminated in accordance
with the terms of the Agreement.
$335,000 Termination by either party – 1 months’
notice
Julie Stanley (A)
(B) & (C)
Until validly terminated in accordance
with the terms of the Agreement.
Appointed 1 November 2022 as Chief
Operating Officer.
$375,700 Termination by Company with reason – 1
months’ notice
Termination by Company without reason –
3 months’ notice.
(A) 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.
(B) Key management personnel’s contracts allow for participation in the Company’s Incentive Plan (subject to Board and Shareholder approval, if applicable).
(C) 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
the Remuneration & Nomination Committee annually.
(D) Base Salary plus Super was increased to $470,000 effective from 1 July 2022.
(E) Base Salary plus Super was increased to $365,000 effective from 1 July 2022.
(F) Base Salary plus Super was increased to $335,000 effective from 1 July 2022.
32
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Veris Limited | Annual Report 2023
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(
Directors’ Report
For the year ended 30 June 2023
Remuneration Report – Audited (continued)
i) Analysis of bonuses included in remuneration
During the period, there was no entitlement to bonuses.
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
Key Management
Personnel
Number
held at 1
July 2022
Granted in
year
Grant
Value
Grant
Face
Value
Number
Vested in
year
Number
forfeited /
lapsed in year
Number
held at 30
June 2023
Michael Shirley (i)
Steve Harding
Steve Pearson
-
-
-
5,371,428
$369,286
$369,286
3,128,572
$215,089
$215,089
2,871,432
$197,411
$197,411
-
-
-
(2,685,714)
2,685,714
(1,564,286)
1,564,286
(1,435,716)
1,435,716
(i)
Issue of Performance Rights under the LTI Plan, under listing rule 10.14.1, which required and received approval by shareholders at the AGM held on
19 October 2022.
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.
Balance at
30/06/2022
Movement
Balance at
30/06/2023
Balance at Date of
this Report
Directors
Karl Paganin
David Murray
Brian Elton
Tracey Gosling
Michael Shirley
KMP’s
Steven Harding
Steve Pearson
Julie Stanley (i)
Total
19,189,350
3,200,000
38,727,449
-
4,573,353
1,340,943
1,587,575
-
-
-
58,569
-
-
-
-
-
19,189,350
3,200,000
38,786,018
-
4,573,353
1,340,943
1,587,575
-
19,189,350
3,200,000
38,786,018
128,205
4,573,353
1,340,943
1,587,575
-
68,618,670
58,569
68,677,239
68,805,444
(i)
Julie Stanley became key management personnel on her appointment as Chief Operating Officer on 1 November 2022.
THIS CONCLUDES THE AUDITED REMUNERATION REPORT
35
Veris Limited | Annual Report 2023
Directors’ Report
For the year ended 30 June 2023
Shares Under Option
As at 30 June 2023 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 2023
30 Jun 2022
$000
221
$000
250
23
-
244
250
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.
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.
36
Directors’ Report
For the year ended 30 June 2023
Lead auditor’s independence declaration
The lead auditor’s independence declaration is set out on page 78 and forms part of the directors’ report for
the year ended 30 June 2023.
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 – 2023 Corporate Governance Statement.
Signed in accordance with a resolution of the directors:
Karl Paganin
Chairman
Dated at Perth 28 August 2023
37
Veris Limited | Annual Report 2023 Consolidated Statement of Profit or Loss and
Comprehensive Income
for the year ended 30 June 2023
Note
2023
$000
2022
$000
Continuing operations
Revenue
Expenses
Results from operating activities
Finance income
Finance costs
Net finance costs
Share of profit of an associate
Profit / (Loss) before income tax
4
3
100,861
(99,053)
1,808
431
(1,247)
(816)
79
1,071
Income tax (expense) / benefit
15
-
Profit / (Loss) from continuing operations
1,071
92,366
(91,027)
1,339
15
(1,249)
(1,234)
-
105
405
510
Discontinued operation
Profit / (Loss) from discontinued operations, net of tax
Profit / (Loss) for the period
Total comprehensive profit / (loss) for the year
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
2
5
5
5
5
(179)
20,540
892
892
0.17
0.17
0.21
0.21
21,050
21,050
4.04
4.04
0.10
0.10
The accompanying notes form an integral part of these consolidated financial statements.
38
Consolidated Statement of Financial Position
as at 30 June 2023
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
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
Total non-current assets
Total assets
Liabilities
Current Liabilities
Trade and other payables
Bank borrowings
Lease liabilities
Employee benefits
Total current liabilities
Non-current liabilities
Bank borrowings
Lease liabilities
Employee benefits
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Share based payment reserve
(Accumulated losses)
Total equity
The accompanying notes form an integral part of these consolidated financial statements.
Note
30 Jun 2023
30 Jun 2022
$000
$000
17
10
8
13
13
14
3
16
11
19
19
12
19
19
12
20
20
20
17,336
14,083
5,642
2,049
39,110
9,773
16,392
271
279
3,714
30,429
69,539
7,227
1,200
5,532
7,413
21,372
3,844
13,425
1,296
781
19,346
40,718
28,821
18,204
15,737
6,266
1,813
42,020
7,169
19,854
-
200
3,714
30,937
72,957
9,521
1,000
6,610
8,609
25,740
-
16,534
1,192
904
18,630
44,370
28,587
50,780
2,878
(24,837)
28,821
51,670
2,646
(25,729)
28,587
39
Veris Limited | Annual Report 2023
Consolidated Statement of Changes in Equity
for the year ended 30 June 2023
Note
Share
Based
Payment
Reserve
$000
Share
Capital
$000
Accumulated
Profit
$000
Total
Equity
$000
Balance at 1 July 2022
51,670
2,646
(25,729)
28,587
Total comprehensive income for the
year
Profit for the year
Total comprehensive profit for the
year
Transactions with owners of the
Company, recognised directly in
equity
On-market share buyback
20
Share-based payment transactions
Total transactions with owners of
the Company
-
-
(890)
-
(890)
-
-
-
232
232
892
892
-
-
-
892
892
(890)
232
(658)
Balance at 30 June 2023
50,780
2,878
(24,837)
28,821
Note
Share
Based
Payment
Reserve
$000
Share
Capital
$000
Accumulated
losses
$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
Total comprehensive profit for the
year
Transactions with owners of the
Company, recognised directly in
equity
Issue of ordinary shares (net of costs)
20
Share-based payment transactions
Total transactions with owners of
the Company
-
-
18
-
18
-
-
-
7
7
21,050
21,050
21,050
21,050
-
-
-
18
7
25
Balance at 30 June 2022
51,670
2,646
(25,729)
28,587
The accompanying notes form an integral part of these consolidated financial statements.
40
Consolidated Statement of Cash Flows
for the year ended 30 June 2023
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
Development expenditure
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
Share buyback
Net cash used in financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at 1 July
Cash and cash equivalents at 30 June
*Prior year information includes Aqura Technologies (Discontinued Operation) for 8 months, refer to Note 2.
** Current year information relates to working capital adjustment of $407,000 for sale of Aqura Technologies in FY22
The accompanying notes form an integral part of these consolidated financial statements.
Note
2023
$000
2022*
$000
113,225
-
112,287
1,551
(104,332)
(108,583)
8,894
5,255
(1,247)
381
8,027
252
(3,399)
(307)
-
(407)
(3,861)
(1,887)
(8,039)
5,782
(890)
(5,034)
(868)
18,204
17,336
18
2
17
(1,253)
15
4,017
2,128
(4,557)
-
(180)
23,226
20,617
(4,700)
(7,384)
1,000
-
(11,084)
13,550
4,654
18,204
41
Veris Limited | Annual Report 2023 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 2023 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.
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 28 August 2023.
42
Notes to the Consolidated Financial Statements
Group Performance
1. OPERATING SEGMENTS
The Group has only one operating segment during the year, being an integrated national professional services
business delivering end to end spatial data solutions across Australia.
During the year there were no major customers of the Group, individually representing more than 10% of total
Group revenue (2022: none).
2. DISCONTINUED OPERATIONS
The sale of 100% 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
Profit on sale of discontinued operation
Profit (loss) from discontinued operations for the period, net of tax
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.
2023
$000
-
-
-
-
-
-
-
-
-
-
(179)
(179)
-
-
2023
$000
-
-
-
-
2022*
$000
16,210
(17,816)
(1,606)
(225)
(77)
2
(4)
(1,910)
(320)
(2,230)
22,770
20,540
3.95
3.95
2022*
$000
(604)
-
(66)
(670)
43
Veris Limited | Annual Report 2023 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
(Loss)/profit on sale of subsidiary (pre-tax)*
Consideration received, satisfied in cash
Cash and cash equivalents disposed of
2023
$000
-
-
-
-
-
-
-
357
-
-
357
(407)
(129)
(179)
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)
*Current year information relates to accounting adjustment of $179,000 for sale of Aquara Technologies in FY22.
3.
INVESTMENT IN ASSOCIATE
The Company holds an interest of 49% (2022: 49%) 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
summarises the reconciliation and movements in the Group’s carrying value of its investment:
2023
$000
200
79
-
-
279
2022
$000
-
-
-
200
200
Opening balance of investment in associates 1 July
Share of profit / (loss) from equity accounted investments*
Distributions received from associates
Group’s share initial investment in equity 49% (2022: 49%)
Closing balance of investment in associates
* The Group has recognised it’s expected share of profit from EMFOX Pty Ltd.
44
Notes to the Consolidated Financial Statements
4. EXPENSES
Employment expenses
Government grants *
Subcontractor costs and materials
IT expenses
Insurance expenses
Other expenses
2023
$000
72,847
-
8,587
2,854
1,435
5,303
2022
$000
68,428
(1,022)
7,906
3,028
1,422
2,824
Total employment and other expenses
91,026
82,586
Depreciation - PPE
Depreciation - ROU
Amortisation of intangible assets
Total depreciation and amortisation
Total expenses
2,665
5,354
8
8,027
99,053
3,095
5,346
-
8,441
91,027
* Government grants relates to the NSW JobSaver payment scheme $nil (FY22: $1,022,000 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)
2023
892
2022
21,050
521,777,202
520,464,692
Basic earnings / (losses) per share (cents per share)
0.17
4.04
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)
1,071
510
521,777,202
520,464,692
Basic earnings / (losses) per share (cents per share)
0.21
0.10
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
On 28 August 2023 the Company has declared that it will pay a fully franked dividend for 2023 of $0.0015 per share.
On 3 July 2023 the Company announced and effected the cancellation of 1,637,830 ordinary shares that were
acquired under the Company’s on-market buy back that was active during the year.
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.
45
Veris Limited | Annual Report 2023 Notes to the Consolidated Financial Statements
Risk Management
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.
At 30 June 2023, the Group has reassessed all significant judgements and assumptions and critical estimates
included in the consolidated financial statements, including but not limited to, recoverability of deferred tax
assets, 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
2023. Management has also assumed recovered revenue rates materially consistent with existing contracts.
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.
Revenue arises from providing professional services to our customers whereby we provide an end-to-end
spatial data solution 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. 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.
46
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:
Lease liabilities
Loan
2023
Carrying
Amount
Fair Values
$000
$000
2022
Carrying
Amount
$000
Fair Values
$000
(18,957)
(18,957)
(23,144)
(23,144)
(5,044)
(5,044)
(1,000)
(1,000)
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 below.
47
Veris Limited | Annual Report 2023 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
2023
$000
17,336
14,083
5,642
37,061
2022
$000
18,204
15,737
6,266
40,207
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:
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
2023
$000
9,692
3,441
272
329
813
(464)
14,083
2022
$000
11,103
4,215
517
355
55
(508)
15,737
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 $37,061,000 (2022: $40,207,000) for Australia. The allowance for impairment for trade
and other receivables for 2023 amounted to $464,000 (2022: $508,000). 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.
48
Notes to the Consolidated Financial Statements
8. FINANCIAL INSTRUMENTS (continued)
Expected credit loss (continued)
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
2023
$000
508
(44)
-
464
2022
$000
715
(207)
-
508
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:
2023
Non-derivative
financial
liabilities
Lease liabilities
Trade and other
payables
Loan
2022
Non-derivative
financial
liabilities
Lease liabilities
Trade and other
payables
Loan
Carrying
Amount
$000
Contractual
Cash Flows
$000
6 Months
or less
$000
6 – 12
Months
$000
1 – 2 Years
$000
18,957
7,227
5,044
31,228
21,054
7,227
5,044
33,325
3,640
7,227
660
11,527
3,640
-
660
4,300
7,279
-
1,320
8,599
Carrying
Amount
$000
Contractual
Cash Flows
$000
6 Months
or less
$000
6 – 12
Months
$000
1 – 2 Years
$000
2 – 5
Years
$000
6,277
-
2,404
8,681
2 – 5
Years
$000
>5
Years
$000
218
-
-
218
>5
Years
$000
23,144
9,520
1,000
33,664
25,802
9,520
1,000
36,322
3,752
9,520
1,000
14,272
3,752
7,504
8,718
2,077
-
-
-
-
-
-
-
-
3,752
7,504
8,718
2,077
49
Veris Limited | Annual Report 2023
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 5.68% for loans and
borrowings (2022: 3.88%) detailed in note 19.
Interest sensitivity is calculated for a 1% change below:
Consolidated Group
Cash and cash equivalents
Lease liabilities
Bank borrowings
2023
2022
+1%
$000
(173)
190
50
67
-1%
$000
+1%
-1%
$000
$000
173
(190)
(50)
(67)
(182)
231
10
59
182
(231)
(10)
(59)
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.
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 2023 no individually significant matters
exist where the Group estimates a more than remote likelihood of economic outflow.
50
Notes to the Consolidated Financial Statements
Working Capital
10. TRADE AND OTHER RECEIVABLES
Trade receivables
2023
$000
14,083
14,083
2022
$000
15,737
15,737
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
2023
$000
7,227
7,227
The Group’s exposure to liquidity risk related to trade and other payables is disclosed in note 8.
Capital Employed
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
2023
$000
4,019
2,486
671
237
7,413
1,296
1,296
2023
$000
1,249
(1,104)
145
37,808
(27,305)
10,503
12,148
(7,899)
4,249
23,885
(12,617)
11,268
26,165
2022
$000
9,521
9,521
2022
$000
4,346
2,491
661
1,111
8,609
1,192
1,192
2022
$000
1,190
(1,016)
174
34,663
(23,949)
10,714
8,666
(6,165)
2,501
23,410
(9,776)
13,634
27,023
(i) Carrying value of plant and equipment comprises of $7,325,000 (2022: $6,811,000) owned plant and equipment and $3,181,000 (2022: $3,903,000)
right-of-use assets.
(ii) Carrying value of motor vehicles comprises of $113,000 (2022: $184,000) owned plant and equipment and
$4,136,000 (2022: $2,317,000) right-of-use assets.
51
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.
2023
Leasehold
Improvements
$000
Plant &
Equipment
$000
Motor
Vehicles
$000
Carrying amount at 1 July 2022
Additions at cost
Transfer asset class
Disposals at carrying value
Depreciation
Carrying amount at 30 June 2023
Right-of-use assets
Carrying amount at 1 July 2022
Additions at cost
Transfer asset class
Disposals at carrying value
Depreciation
Carrying amount at 30 June 2023
2022
Carrying amount at 1 July 2021
Additions at cost
Disposals at carrying value
Depreciation
Carrying amount at 30 June 2022
Right-of-use assets
Carrying amount at 1 July 2021
Additions at cost
Disposals at carrying value
Depreciation
Carrying amount at 30 June 2022
52
174
59
-
-
(88)
145
6,811
3,035
2,190
-
(2,521)
9,515
184
-
-
(15)
(56)
113
Property
$000
Plant &
Equipment
$000
Motor
Vehicles
$000
13,634
475
-
-
(2,840)
11,269
3,903
110
(2,190)
-
(836)
987
2,317
3,515
-
(18)
(1,678)
4,136
Leasehold
Improvements
$000
Plant &
Equipment
$000
Motor
Vehicles
$000
315
62
(22)
(181)
174
5,823
4,094
(462)
(2,644)
6,811
1,246
51
(695)
(418)
184
Property
$000
Plant &
Equipment
$000
Motor
Vehicles
$000
16,264
3,780
(3,084)
(3,326)
13,634
4,958
34
-
(1,089)
3,903
1,895
1,458
(28)
(1,008)
2,317
Total
$000
7,169
3,094
2,190
(15)
(2,665)
9,773
Total
$000
19,854
4,100
(2,190)
(18)
(5,354)
16,392
Total
$000
7,384
4,207
(1,179)
(3,243)
7,169
Total
$000
23,117
5,272
(3,112)
(5,423)
19,854
Notes to the Consolidated Financial Statements
13. PROPERTY, PLANT AND EQUIPMENT (Continued)
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 2023 (2022: $nil impairment expense) relating
to property, plant, and equipment.
14. INTANGIBLE ASSETS
Carrying value 1 July 2022
Additions
Amortisation
Transfer on disposal
Carrying amount at 30 June 2023
Carrying value 1 July 2021
Additions
Amortisation
Transfer on disposal
Carrying amount at 30 June 2022
Taxation
15. INCOME TAX
Current tax – Australia
Deferred tax
Adjustment for prior periods
Adjustment – other
Recognition / (non-recognition) of current year deferred taxes
Income tax expense / (benefit) reported in income statement
Development
Costs
$000
-
279
(8)
-
271
Development
Costs
$000
997
382
(77)
(1,302)
-
2023
$000
Total
-
500
(898)
-
398
-
Total
$000
-
279
(8)
-
271
Total
$000
997
382
(77)
(1,302)
-
2022
$000
Total
-
(181)
1,557
(845)
(616)
(85)
53
Veris Limited | Annual Report 2023 Notes to the Consolidated Financial Statements
15. INCOME TAX (Continued)
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
2023
$000
892
268
232
-
(898)
-
398
-
-
-
-
-
-
-
-
-
-
2022
$000
105
32
6,870
(6,958)
1,557
(782)
(1,124)
(405)
20,859
6,258
800
(7,183)
-
(64)
1
508
320
Profit / (Loss) before income tax – continuing operations
Income tax at 30% (2022: 30%)
Add (less) tax effect of:
Other non-allowable / assessable items
Other allowable/ deductible items
Adjustment for prior periods
Adjustment – other
Non-recognition of current year deferred taxes
Income tax expense / (benefit) – continuing operations
Profit / (Loss) before income tax – discontinued operations
Income tax at 30% (2022: 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
Income tax expense / (benefit) – discontinued operations
54
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
2023
$000
2022
$000
-
-
-
-
-
2,606
139
-
2,131
-
-
-
-
-
2,682
1,460
-
1,466
Liabilities
Net
2023
$000
(2,118)
(938)
(4,918)
5,489
-
-
489
-
-
2022
$000
(1,854)
(750)
(5,298)
5,997
(22)
-
-
-
-
2023
$000
(2,118)
(938)
(4,918)
5,489
-
2,606
629
-
2,131
2022
$000
(1,854)
(750)
(5,298)
5,997
(22)
2,682
1,460
-
1,466
Other
926
65
(93)
(32)
833
33
Tax assets/ (liabilities)
5,802
5,673
(2,089)
(1,959)
3,714
3,714
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)*
2023
$000
3,714
898
-
(500)
-
(398)
2022
$000
4,481
(1,557)
(7)
56
125
616
Closing deferred tax asset
3,714
3,714
* Veris Limited tax consolidated group has carried forward tax losses available as at 30 June 2023. 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 2023 year end were
$11,282,000 (2022: $10,883,000). 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.
Net Debt and Equity
17. CASH AND CASH EQUIVALENTS
Cash at bank and in hand
2023
$000
17,336
2022
$000
18,204
Cash and cash equivalents in the statement of cash flows
17,336
18,204
The Group’s exposure to interest rate risk and a sensitivity analysis for the financial assets and liabilities
disclosed in note 8.
55
Veris Limited | Annual Report 2023 Notes to the Consolidated Financial Statements
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
Profit on sale of fixed assets
Share of profit of equity-accounted investees, net of tax
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
2023
$000
1,071
2022
$000
510
8,019
8,441
8
-
(79)
(697)
232
-
8,554
1,654
(236)
624
(1,354)
(1,092)
(123)
-
-
-
323
8
-
9,282
(4,255)
689
(1,236)
(2,296)
1,957
(124)
Net cash from operating activities
8,027
4,017
Movements in borrowings
Opening balance 1 July 2022
Movements:
Proceeds from borrowings
Repayments of lease liabilities
(Repayment)/additional AASB 16 borrowings
Closing balance 30 June 2023
56
$000
24,144
4,044
(2,618)
(1,569)
24,001
Notes to the Consolidated Financial Statements
19. LOANS AND BORROWINGS
Current liabilities
Lease liabilities
Loan
Non-current liabilities
Lease liabilities
Loan
Total loans and borrowings
TERMS AND DEBT REPAYMENT SCHEDULE
Terms and conditions of outstanding loans were as follows:
Lease liabilities
Loan
Nominal
interest rate%
Year of
maturity
2.84 – 8.23
2023 – 2031
4.13 – 6.88
2023 - 2028
2023
$000
5,532
1,200
6,732
13,425
3,844
17,269
24,001
2022
$000
6,610
1,000
7,610
16,534
-
16,534
24,144
2023
$000
Carrying
Amount
18,957
5,044
2022
$000
Carrying
Amount
23,144
1,000
24,001
24,144
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
2023
$000
5,262
2,450
7,712
Used
2023
$000
(5,044)
(1,334)
(6,378)
Unused
Facility
Available
2023
$000
218
1,116
1,334
2022
$000
1,000
6,950
7,950
Used
2022
$000
(1,000)
(2,099)
(3,099)
Unused
2022
$000
-
4,851
4,851
Loan (a)
Other (b)
Total financing facilities
(a) The carrying amount of loan was $5.0 million as at 30 June 2023 (2022: $1 million).
(b) Other facilities include a $nil million (2022: $4 million) bank overdraft, $2 million (2022: $2.5 million) contingent instrument facility and $450,000 (2022:
$450,000) credit card facility.
57
Veris Limited | Annual Report 2023
Notes to the Consolidated Financial Statements
19. LOANS AND BORROWINGS (continued)
TERMS AND DEBT REPAYMENT SCHEDULE (continued)
Lease liabilities of the Group are payable as follows:
Future
minimum
lease
payments
2023
$000
6,313
14,524
218
21,055
Interest
2023
$000
(781)
(1,305)
(12)
(2,098)
Present
value of
minimum
lease
payments
Future
minimum
lease
payments
2023
$000
5,532
13,219
206
18,957
2022
$000
7,504
16,221
2,077
25,802
Interest
2022
$000
(895)
(1,724)
(40)
(2,659)
Present
value of
minimum
lease
payments
2022
$000
6,609
14,497
2,038
23,144
Less than 1 year
Between 1 & 5 years
After 5 years
Financing is arranged for major leasehold improvements, plant & equipment, and motor vehicle additions.
20. CAPITAL AND RESERVES
Share capital
Balance at the beginning of the year
Issued for cash (net of costs)
Conversion of Performance Rights
Issued as consideration for business combinations
Share buy-back
2023
$000
2022
$000
2023
No. of
Shares
2022
No. of
Shares
51,670
51,652
523,749,464
518,331,701
-
-
(890)
-
-
18
-
-
-
-
5,140,045
(9,339,333)
277,718
Balance at the end of the year
50,780
51,670
514,410,131
523,749,464
Movements of ordinary shares issued/(buy-back) during the year
on 9 June 2023, 9,339,333 ordinary fully paid shares cancelled for pursuant to an on-market buy back.
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.
58
Notes to the Consolidated Financial Statements
20. CAPITAL AND RESERVES (Continued)
Reserves
2023
2022
2023
2022
$000
Share Based
Payments
$000
Share Based
Payments
$000
Retained
Earnings/
(Accumulated
Losses)
$000
Retained
Earnings
(Accumulated
Losses)
2,646
-
-
232
2,878
2,639
-
-
7
(25,729)
892
-
-
(46,779)
21,050
-
-
2,646
(24,837)
(25,729)
Balance at the beginning of the year
Profit/ (loss) for the year
Dividends paid
Share based payment transactions
Balance at the end of the year
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 (2022:
$nil).
21. DIVIDENDS
There were no dividends paid or declared by the Company during the financial year (2022: $nil).
On 28 August 2023 the Company declared a fully franked dividend for 2023 of $0.0015 per share.
A Dividend Reinvestment Plan has been established to provide shareholders with the opportunity to reinvest
dividends in new shares rather than receiving cash. The price for shares to be applied for in accordance with
the DRP plan for this dividend shall be at a discounted value as prescribed by the plan.
Franking Credit Balance
The amount of franking credits available for the subsequent financial year are:
2023
$
2022
$
Franking account balance as at the end of financial year at 30% (2022: 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.
59
Veris Limited | Annual Report 2023 Notes to the Consolidated Financial Statements
22. SHARE-BASED PAYMENTS
(a) Share – Based Payment Arrangements
As at 30 June 2023, the Group had the following share-based payment arrangements:
(i) FY2022 Performance Rights
On 1 September 2022 the Group granted 1,848,649 Performance Rights to senior employees with a vesting
date of 30 June 2023, subject to continued employment with the Group.
Number of Performance
Rights Granted
Vesting Date (A)
Lapsed
Vested
Vesting Hurdle (B)
1,848,649
30 June 2023
80,943
1,767,706
Continued employment to
30 June 2023
(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:
failure to satisfy the applicable vesting conditions;
the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right;
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;
the expiry date.
i.
ii.
iii.
iv.
v.
(B) Based on continued employment to 30 June 2023
(ii) FY2023 Long Term Incentive Plan (“FY23 LTI Plan”)
On 19 October 2022 and 3 March 2023, the Group granted Performance Rights to the Managing Director/CEO
(approval under ASX Listing rule 10.14) and the CFO and CCO, under the Group’s Long Term Incentive Plan
in respect of the financial years ended 30 June 2023 to 30 June 2024. Subject to continued employment and
achievement of financial performance hurdles (Absolute total shareholder return (‘ATSR’) and Basic Earnings
Per Share), the Performance Rights will vest as follows:
Number of
Performance
Rights
granted
Vesting
Date
(A)
Lapsed
(B)
Vested
(B)
Vesting Hurdles
5,685,716 30 June
5,685,716
2023
5,685,716 30 June
2024
11,371,432
-
-
-
-
-
50% Absolute TSR (‘ATSR’)
50% Basic EPS
<12.5% p.a.
compounded
12.5% p.a.
compounded
Nil
50%
< $0.0046 Nil
> $0.0046
100%
>12.5% p.a.
compounded, <20%
p.a. compounded
Pro-rata vesting
between 50%
and 100%
< $0.0039
> $0.0039
Nil
100%
At or above 20%
p.a. compounded
100%
(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:
vi. failure to satisfy the applicable vesting conditions;
vii. the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
viii. the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right;
ix. 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;
x. the expiry date.
(B) During the year ending 30 June 2023 on failing to achieve the vesting hurdles.
60
Notes to the Consolidated Financial Statements
22. SHARE-BASED PAYMENTS (continued)
(iii) Measurement of Fair Values of Share-Based Payments
The fair value of the Performance Rights issued under the Group’s Long Term Incentive Plan has been
measured using the following:
(A) Market based vesting conditions. A hybrid multiplier barrier option pricing model. The model incorporates
a Monte Carlo simulation, which simulates the Company’s share price at the test date and considers the
probability of the Absolute Total Shareholder Return (‘ATSR’) vesting condition being met.
(B) Non-market based vesting conditions. A Black Scholes option pricing model.
The inputs used in the measurement of the fair values at grant date of the equity-settled share-based
payments plans were as follows:
Performance Measure
Weighting of Performance Measure
Exercise price
Volatility(C)
Performance Period
Risk-free Rate
Remaining Life (years)
Fair value at grant date
Tranche
A(A)
Tranche
B(A)
Tranche
C(A)
Tranche
D(A)
Performance
Shares(B)
Absolute
TSR
Absolute
TSR
25%
N/A
60%
25%
N/A
60%
EPS
Target
25%
N/A
60%
EPS
Target
25%
N/A
60%
1 Year:
1 Jul 2022 –
30 Jun 2023
1 Year:
1 Jul 2023 –
30 Jun 2024
2 Years:
1 Jul 2022 –
30 Jun 2024
100%
N/A
60%
3.37%
0.70
$0.05
3.37%
1.00
$0.045
3.37%
3.37%
0.70
$0.09
1.00
$0.09
3.14%
0.83
$0.072
(A) Granted to Managing Director and CEO, CFO and CCO
(B) Granted to senior employees
(C) The measure of expected volatility used is the annualised standard deviation of the continuously compounded rates of return on the share over a
period of time.
(b) Unvested Unlisted Performance Rights
There were 11,371,432 unvested unlisted Performance Rights that remained at 30 June 2023 (2022: $nil).
Other Information
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
2023
$
2022*
$
1,724,059
2,647,538
107,403
104,307
85,409
73,000
1,935,769
2,805,947
* Includes amounts related to discontinued operations
During the year, the Company did not have or repay any loans from related parties (2022: $nil).
Individual Directors and executives’ 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.
61
Notes to the Consolidated Financial Statements
24. AUDITOR’S REMUNERATION
Audit and review services
KPMG
Audit and review of financial reports
Other assurance services
Group Structure
25. SUBSIDIARIES AND ASSOCIATES
The following entities are consolidated:
Name of Entity
Parent Entity
Veris Limited
Controlled Entity
Veris 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:
Associated Entity
EMFOX Pty Ltd t/a Wumara Group
2023
$
221,000
22,985
243,985
2022
$
250,000
-
250,000
Country of
Ownership Interest
Incorporation
2023
2022
%
%
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
Australia
49
49
* The Group applied for voluntary deregistration of the entity during the period, and ASIC notified the Group under section 601AA(4) of the Corporations
Act 2001 that the entity had been deregistered on the 6 March 2023.
62
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 2023, after
eliminating all transactions between parties to the Deed of Cross Guarantee, as of and for the year ended 30
June 2023 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 2023.
27. PARENT ENTITY DISCLOSURES
As at, and throughout, the financial year ended 30 June 2023 the parent company of the Group was Veris
Limited.
Results for the Year
Profit for the year
Other comprehensive income
2023
$000
234
-
2022
$000
21,075
-
Total comprehensive profit for the year
234
21,075
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
2023
$000
144
28,685
28,829
8
-
8
2022
$000
3
28,584
28,587
-
-
-
28,821
28,587
50,780
(21,959)
28,821
51,670
(23,083)
28,587
63
Veris Limited | Annual Report 2023 Notes to the Consolidated Financial Statements
Accounting Policies
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.
(iii) Interests in equity-accounted investees
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.
64
Notes to the Consolidated Financial Statements
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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.
65
Veris Limited | Annual Report 2023 Notes to the Consolidated Financial Statements
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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%
14-20%
20%
8-20%
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
66
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.
67
Veris Limited | Annual Report 2023 Notes to the Consolidated Financial Statements
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(e)
Impairment (*continued)
(i) Non-financial assets (continued)
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.
(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.
68
Notes to the Consolidated Financial Statements
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(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.
(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.
69
Veris Limited | Annual Report 2023 Notes to the Consolidated Financial Statements
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(k) Income tax (continued)
(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.
(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 Group’s chief operating decision maker.
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/CEO to make decisions about resources to be allocated to the segment and assess its
performance, and for which discrete financial information is available.
70
Notes to the Consolidated Financial Statements
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(m) Segment reporting (continued)
Segment results that are reported to the Group’s Managing Director/CEO include items directly attributable to
a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly
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.
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.
(o) 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
During the year, the Group has adopted all of the new and revised Accounting Standards and Interpretations
issued by the AASB that are relevant to its operations and effective for reporting periods beginning on or after
1 July 2022, including:
AASB 2020-3 Amendments to Australian Accounting Standards – Annual Improvements 2018 – 2020 and
Other Amendments, including:
_ Reference to the Conceptual Framework (Amendments to AASB 3)
_ Amendments to AASB 116 – Property, Plant and Equipment: Proceeds before Intended Use.
The following standards, amendments to standards and interpretations are available for early adoption. They
have not yet been assessed by the Group but are not expected to have a significant impact on the Group’s
consolidated financial statements:
AASB 2020-1 and 2020-6 Classification of liabilities as current or non-current
AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and
Definition of Accounting Estimates
AASB 2022-5 Amendments to AASB16 Leases – Lease Liability in a Sale and Leaseback
AASB 2022-7 Editorial Corrections to Australian Accounting Standards and Repeal of Superseded and
Redundant Standards
AASB 2022-6 Amendments to Australian Accounting Standards – Non-current Liabilities with Covenants
AASB 2023-1 Amendments to Australian Accounting Standards – Supplier Finance Arrangements
71
Veris Limited | Annual Report 2023 Notes to the Consolidated Financial Statements
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.
(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 a hybrid multiple barrier option pricing
model. This model incorporates a Monte Carlo simulation.
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 the fair value.
72
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 38 to 72 and the Remuneration
report on pages 28 to 35 in the Directors’ report, are in accordance with the Corporations Act
2001(Cth) including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2023 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(Cth) from the chief executive officer and the chief financial officer for the financial year ended 30
June 2023.
4. The directors draw attention to page 42 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 28 August 2023
73
Veris Limited | Annual Report 2023
KPMG Audit Report
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).
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 2023 and of
its financial performance for the year ended
on that date; and
The Financial Report comprises:
Consolidated statement of financial position as
at 30 June 2023;
Consolidated statement of profit or loss and
other comprehensive income, Consolidated
statement of changes in equity, and
Consolidated statement of cash flows for the
year then ended;
Notes including a summary of significant
Complying with Australian Accounting
accounting policies; and
Standards and the Corporations Regulations
2001.
The 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.
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.
74
KPMG Audit Report
Recognition of Revenue, Trade Receivables and Contract Assets (Revenue $100.861 million and
Contract Assets $5.642 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 an 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.
75
Veris Limited | Annual Report 2023
KPMG Audit Report
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.
76
KPMG Audit Report
Report on the Remuneration Report
Opinion
Directors’ responsibilities
In our opinion, the Remuneration Report of Veris
Limited for the year ended 30 June 2023,
complies with Section 300A of the Corporations
Act 2001.
The Directors of the Company are responsible for
the preparation and presentation of the
Remuneration Report in accordance with Section
300A of the Corporations Act 2001.
Our responsibilities
We have audited the Remuneration Report included
in pages 28 to 35 of the Directors’ report for the
year ended 30 June 2023.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
KPMG
Jane Bailey
Partner
Perth
28 August 2023
77
Veris Limited | Annual Report 2023
KPMG Audit Report
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
financial year ended 30 June 2023 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
28 August 2023
78
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.
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 17 August 2023
Top 20 Shareholders of Quoted Securities
Rank Name
SHERKANE PTY LTD
Shares
% of Issued
Capital
93,247,357
18.18
CARRIER INTERNATIONAL PTY LIMITED
42,414,392
OCEAN TO OUTBACK ELECTRICAL PTY LTD
MR BRIAN ELTON
ICON HOLDINGS PTY LTD
COMMUNICATIONS PTY LTD
ELTON PROPERTY PTY LTD
SHERKANE PTY LTD
EVANS FAMILY NOMINEES PTY LTD
36,335,229
27,986,606
15,500,000
11,508,540
10,799,412
10,000,000
9,715,309
ROUND ETERNAL INVESTMENTS PTY LTD
7,200,000
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
MANDEL PTY LTD
SHIAWASEYO PTY LTD
MS JENNY LEE RUDOLPH
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MRS JASMINE KRKLJES
SILCHESTER INVESTMENTS PTY LTD
ROCKDALE FARMING PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
SHIRLEY-COSGRIFF INVESTMENTS PTY LTD
8.27
7.09
5.46
3.02
2.24
2.11
1.95
1.89
1.40
1.04
0.98
0.94
0.86
0.86
0.84
0.82
0.80
0.78
0.78
5,320,000
5,000,000
4,829,104
4,404,478
4,400,000
4,286,625
4,214,285
4,088,231
4,006,970
4,000,603
20
MILES AND MILES PTY LTD
Total
309,257,141
60.31
79
Veris Limited | Annual Report 2023 Additional Information
Substantial Holders of 5% or more of fully paid ordinary shares
Shareholder
SHERKANE PTY LTD
CARRIER INTERNATIONAL PTY LIMITED
OCEAN TO OUTBACK ELECTRICAL PTY LTD
(and other related parties of Adam Lamond)
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
Voting Power
93,247,357
42,414,392
36,335,229
27,986,606
18.18%
8.27%
7.09%
5.46%
Ordinary
Shares
Performance
Rights
49
74
104
364
324
915
-
-
-
-
-
-
Non-Marketable Parcels
Number of shareholders holding less than a marketable parcel is 138.
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
At the date of this report, there are 13,158,081 unissued shares of the group under performance rights as
follows:
FY2022 Performance Rights
1,786,649
FY2023 Long Term Incentive Plan (“FY23 LTI Plan”)
11,371,432
Securities Exchange
The Group is listed on the Australian Securities Exchange. The Home exchange is Perth. The ticker code is
VRS.
80
Corporate Directory
Board of Directors
Bankers
Commonwealth Bank of Australia
95 William Street
Perth WA 6000
T: +61 8 9282 7004
Westpac Bank of Australia
130 Rokeby Road
Subiaco WA 6008
T: +61 8 6389 6344
Stock exchange
Australian Securities Exchange Limited
Company code: VRS
Karl Paganin (Non-Executive Chairman)
Michael Shirley (Managing Director & CEO)
Brian Elton (Non-Executive Director)
David Murray (Non-Executive Director)
Tracey Gosling (Non-Executive Director)
Company Secretary
Steven Harding (CFO)
Principal and Registered Office
41 Bishop Street
Jolimont WA 6014
PO Box 90
Wembley WA 6913
T: +61 8 6241 3333
E: veris@veris.com.au
Share registry
Computershare
Level 11, 172 St Georges Terrace
Perth WA 6000
Telephone: +61 8 9323 2000
Auditors
KPMG
235 St Georges Terrace
Perth WA 6000
T: +61 8 9263 7171
Solicitors
Steinepreis Paganin
Level 4, 16 Milligan Street
Perth WA 6000
T: +61 8 9321 4000
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84
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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Annual Report
2023
HEAD OFFICE
PERTH
41 Bishop Street
Jolimont WA 6014
PO Box 90
Wembley WA 6913
T: 08 6241 3333
E: veris@veris.com.au
veris.com.au