Annual Report
2024
A trusted, leading provider
of spatial data services
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.
Veris Limited | Annual Report 2024
1
About us
2
Our Values
3
Chairman’s Report
6
Managing Director & Chief Executive Officer’s Report
10
Health, Safety, Environment & Quality
22
Financial Reports
24
Contents
Veris is Australia’s trusted,
leading provider
of spatial data
services.
About Us
Perth
Karratha
Port Hedland
Cairns
Townsville
Whitsundays
Mackay
Brisbane
Newcastle
Sydney
Canberra
Adelaide
Melbourne
Devonport
Hobart
2
We provide our services to both private and public sector clients across
the infrastructure, property, resources, utilities, Government and
Defence sectors. Our impressive client list includes Australia’s premier
property groups such as Stockland, Mirvac and Lendlease, blue chip
mining companies such as BHP and Rio Tinto, as well as a host of major
Engineering consultancies, Tier 1 contractors and Government agencies.
Our diverse geographical spread includes offices and extensive
operations in Victoria, New South Wales, Australian Capital Territory,
Tasmania, Queensland, South Australia and Western Australia. Our
presence in both the major metropolitan areas and regional centres of
most major States and Territories enables our clients to benefit from our
local presence and national reach.
Our commitment to Indigenous Participation is demonstrated though
our initial Reconciliation Action Plan, Veris Reflect, and our Alliance with
Wumara Group - a majority Indigenous owned land and construction
surveying company.
We operate under an accredited Health, Safety, Environment and Quality
(HSEQ) management system that is certified to the highest international
standards including ISO 9001, ISO 45001 and ISO 14001.
With over 450
people and 15
office locations
across Australia,
we combine
national strength
with local
knowledge and
expertise to
ensure the best
outcomes for our
clients.
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.
Working Together
Collaboration / Teamwork /
Connection with each other
in our teams, across teams and with our
clients and communities.
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.
Our Values
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Veris Limited | Annual Report 2024
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Veris Limited | Annual Report 2024
5
6
Chairman’s Report
Karl Paganin, Non-Executive Chairman
I am pleased to provide the Chairman”s report for
the Veris Limited (“Veris” or “the Company”) Annual
Report for the 2024 Financial Year (FY24).
It has been a challenging year for the Company as
a result of adverse market conditions and one-off
external challenges. Veris has acted proactively to
manage these impacts and position the business for
future success aligned to its strategy. As a result the
Veris balance sheet, cash reserves and order book
remain robust.
The challenging conditions resulted in FY24 revenues
of $92.6 million, down 8.2% from the previous
corresponding period (pcp) and an underlying loss
before tax of $1.8 million and a statutory loss after
tax of $4.7 million. The statutory result included
a number of one-off restructuring costs and non-
cash impairments in totalling excess of $3.0 million.
Importantly the Company’s balance sheet remains
robust despite the slippage in reported profitability
over the past year, with cash at hand as at end-FY24
totalling $16.1 million.
The robust cash position has enabled the Board to
extend the on-market Share Buyback for a further
12 month period. This is a key component of the
Company’s capital management strategy.
The Board and Senior Leadership Team have been
proactively managing the challenging conditions
in FY24, acting prudently to manage costs whilst
preserving Veris’ strong capital management position.
As a result, the Company undertook restructuring
initiatives to reduce headcount, reduce costs and
right-size the business for future opportunities. In
Q4, the Company also implemented a company-
wide restructure to establish a fully national operating
model. This significant change is part of the ongoing
evolution of the business and aligns Veris to a
professional services structure where specialist
skillsets can be deployed nationally at scale to meet
the needs of industries and clients.
In last year’s Annual Report, I highlighted that
Veris would be focused on accelerating the
commercialisation of its suite of digital solutions,
leveraging its inhouse skillsets and data capture/
hosting capabilities. It is extremely pleasing to see
the Company achieve some significant milestones in
this area as part of its digital strategy. The business
has now successfully rolled out a number of digital
solutions to market. This includes cloud-based, data
visualisation and analytics platforms, as well as high
value spatial consultancy services, that help our clients
better manage their assets and projects. These types
of digital solutions leverage not only our market-leading
skillsets in the collection of data but also our unique
capabilities to unlock its wider application and value for
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Veris Limited | Annual Report 2024
our clients. Encouragingly, the Digital & Spatial service
line revenue continues to increase as a share of Veris
revenue.
I also stated that another focus in FY24 for the
Company would be strengthening relationships with
large-scale national and regionally significant key
clients who see the value in Veris solving their asset-
based and data-related challenges. During the year
we continued the pivot away from smaller clients and
less attractive markets in favour of delivering this type
of high margin work aligned to key clients. This has
seen Veris provide high value consultancy services
across multiple industry and governments sectors,
acting as a trusted advisor for digital transformation
initiatives.
Whilst it was pleasing to see Veris achieving some
significant milestones and executing on strategy,
adverse market conditions in some of Veris’ key
geographic markets and multiple one-off, external
factors impacted performance. These included:
Victoria-specific challenges including government
budgetary pressures impacting large-scale
infrastructure project commencements, and
significantly increased industrial action across a
range of project sites impacting site access and
the cost of delivery of ongoing projects;
Delays in NSW government sponsored infrastructure
projects in metropolitan and regional NSW;
Resourcing constraints and operational disruptions
in the Queensland operation; and
Broader inflationary cost pressures experienced
across the sector impacting the competitive
landscape and project economics.
In FY24 Veris has maintained its strong collaboration
with Wumara Group, a majority Indigenous-owned
land and construction surveying company in which
Veris holds a 49% stake. This partnership, in line with
our Reconciliation Action Plan, has yielded several
success stories. These include the Indigenous
Surveyor Employment Pathway Program, the
effective teamwork between Veris and Wumara
on significant projects, the expansion of Wumara’s
business, and the enhancement of cultural awareness
and education within Veris.
During the year, Ms Tracey Gosling stepped down
from her role as Non-Executive Director at Veris due
to her increasing workload and travel commitments
arising from her executive career and other business
interests. On behalf of the Board, I would like to
acknowledge Tracey’s insights and especially her
contribution to the ongoing commercialisation of the
Company’s digital strategy.
8
Reflecting on the year that was, the decisive actions
taken by the Company:
Highlights Veris’ commitment to delivery of
operational efficiencies across its business.
Dovetails into the Company’s digital strategy,
which continues to make strong progress.
Supports the Company’s deliberate pivot into
higher margin consultancy and strategic advisory
services that meet the digital transformation needs
of industry.
On behalf of the Board, I would like to express my
sincere appreciation to all Veris shareholders, clients,
and stakeholders for your continued support. As
we look forward to the opportunities ahead, Veris
is committed to delivering innovative solutions,
sustained profitability and enhancing shareholder
value.
I would also like to recognise the Senior Leadership
Team and employees across the Company. The
Board recognises that people are at the heart of
everything Veris does, and their commitment,
knowledge and expertise is what drive’s the
Company’s success.
Karl Paganin
Non-Executive Chairman
Chairman’s Report continued
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Veris Limited | Annual Report 2024
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Managing Director & Chief Executive Officer’s Report
Michael Shirley, MD & CEO
In the 2024 Financial Year (FY24 ), Veris responded
quickly and decisively to challenging market conditions.
We have continued to make significant strides in
executing our strategy and delivering operational
improvements. As a Company, we remain committed
to building on the strong foundation established over
the past three years, where we have delivered a
significant turnaround that has reshaped Veris into a
sustainable business.
To respond to the challenges throughout the year, the
business has taken proactive, clear and decisive steps
aligned to our strategy. We made the correct, yet
difficult, decisions to implement hard and deep cuts
within the business through restructuring initiatives in
H1 and H2. This involved right sizing a number of our
business units, reducing headcount and establishing a
business structure that efficiently leverages the national
operating platform of Veris. These changes will facilitate
best practice in project delivery, service innovation
and deliver cost efficiencies. During the year we also
executed our move away from legacy, lower margin
projects towards higher margin work with key clients.
These changes represent a significant operational shift
within the business that in combination with our digital
strategy is intended to address market challenges and
improve performance.
Veris made strong, demonstrated progress in advancing
our digital strategy as we continue our pivot towards
the growing digital transformation needs of industry. In
FY24 we successfully commercialised several solutions
that enhance our clients’ ability to access, share, model,
and gain insights from spatial data. These solutions
have been deployed across a number of key clients and
projects, showcasing their effectiveness. Additionally,
Veris led a consortium that has been appointed as the
Digital Twin Victoria Innovation partner, underscoring
our growing capabilities in consulting and the emerging
digital twin landscape. Notably, the share of revenue
from our Digital & Spatial service line has grown to
17%, and achieved gross margin per hour growth of
20% across FY24, reflecting the strong progress in the
digital strategy. The progress is a clear demonstration
that our digital strategy is working.
Looking ahead we are accelerating our strategy towards
positioning Veris as a fully integrated digital and spatial
data advisory and consulting firm. We are adopting a
digital-first approach to our ways of working to unlock
the value of data and digital solutions for our clients.
In addition, our depth of multi-disciplinary expertise,
which also extends to planning, urban design and digital
urbanism, positions Veris differently to our competitors
and with a real strength in spatial consulting. Delivering
value-added, multi-disciplinary consultancy services
across the lifecycle of projects, that provide higher
margins is very much a focus for the business.
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Veris Limited | Annual Report 2024
Our FY24 performance though was impacted by a
series of external, one-off challenges including:
Victorian Government budgetary pressures,
leading to embedded economic uncertainty, the
cancellation of the 2026 Commonwealth Games and
a significant reduction in public and private spending
on infrastructure and other initiatives.
Well-publicised industrial relations and union
presence factors impacting work practices in Victoria.
This resulted in surveyors being forced to stop work
or denied entry to major construction projects for
extended periods throughout FY24, meaning Veris
had to exit large sections of this industry.
Delays, reassessment and in some cases cessation
of multiple major projects previously planned by
Australia’s Federal, State and Territory Governments
as they reassessed their infrastructure spending
programs, which have in turn adversely impacted
economic confidence and increased competition.
Resourcing constraints and operational disruption
in Veris’ Queensland operating division, with initial
impacts to the Company’s core service offering to
the Property market sector.
Legacy operational costs and, in some cases, an
inflationary economic environment that has eroded
margin performance on some project work.
During the year Veris continued to implement initiatives
that promote and encourage a culture where our
employees take a proactive approach to health and
safety. It was encouraging to see the response of
our people to safety in our most recent Employee
Engagement Survey. One key finding is that safety
emerged as a clear area of strength for Veris as rated
by our people. This demonstrates our ongoing efforts
to prioritise the health and safety of our employees,
and it shows me that we are on the right track in this
regard.
Financial Performance
Veris’ FY24 financial performance has been impacted
by the above-mentioned mix of adverse market
conditions and one-off external challenges. This has
resulted in FY24 revenues of $92.6 million, down 8.2%
from the previous corresponding period (pcp) and a
statutory loss after tax of $4.7 million. The statutory
bottom-line loss included a number of one-off, non-
cash impairments over the course of the year. In total,
the Company incurred one-off costs circa $3.0 million
including:
A Southbank office-related lease asset impairment
($1.5m).
Derecognition of deferred tax assets ($0.3m).
Some restructuring and one-off charges ($1.13m).
As a result of the rightsizing and restructuring initiatives
undertaken by the Company, headcount has been
reduced by approximately 100 people (FY24-on-FY23
basis). This headcount reduction has resulted from a
combination of:
some project-specific staff departures following the
conclusion of project commitments;
desired attrition/ managed departures of permanent
staff; and
restructuring-related redundancies.
The Company’s balance sheet remains robust with
cash at hand as at end-FY24 totalling $16.1m.
Digital strategy execution
In FY24, Veris continued to pivot from its core
surveying offering to a fully integrated digital and spatial
data advisory and consulting firm underpinned by a
professional services approach. This positions Veris
differently to competitors, in our capability to collect,
hold, understand and do more with the data to unlock its
true value for our clients. During the year we took clear
steps in the delivery of our Digital Strategy including:
Investing in ongoing product development for Veris;
including Veris’ own digital solutions including AI,
analytics, configurability and data hosting capability;
Acquisition of aligned skill sets and technical
expertise;
Expansion of value proposition to clients via the
integration of consulting, data and digital solutions;
and
An ongoing investment in the application and
optimisation of leading-edge data capture
technology.
This also resulted in the business achieving some
significant milestones including:
Release of the RoadSiDe platform to the market:
Veris’ own cloud-based spatial data and analytics
platform for road condition assessment has been
delivered to a number of key clients including
Government agencies as well as for a major energy
transmission project.
Successful launch of Digital Solutions consulting:
Our expertise in spatial data, analytics, GIS and
Digital Engineering has seen Veris engaged
to provide high value consultancy services to
key clients across the Utilities, Transport and
Government industries, acting as a trusted advisor
for digital transformation initiatives.
Key contract wins for Digital Twins/Monitoring/
IoT projects. Veris has been able to secure project
wins that bring together our domain expertise in
spatial data collection, 3D modelling, and automated
monitoring in a growing segment of the market.
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MD & CEO’s Report continued
Veris Limited | Annual Report 2024
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MD & CEO’s Report continued
Ongoing market penetration with 3SiDE and
Vantage: we continued to deploy Veris’ other digital
platforms across a range of projects and industries.
Additional functionality and automation has been
built to meet the needs of our clients.
The Digital & Spatial service line now representing
approximately 17% of revenue.
The Digital & Spatial service line achieving gross
margin per hour growth of 20% across FY24.
Digital strategy in action
Cardinia Shire Council Road Strategic Sealed Roads
program
An innovative digital solution by our team was
instrumental in the adoption of sustainable road
construction practices by the Cardinia Shire Council.
By deploying the latest 3D Ground Penetrating Radar
(3D GPR) technology in combination with mobile
laser scanning, our team was able to identify tree root
systems and accurately capture the road corridor in
3D. This enabled the Council to identify impacted tree
roots and adjust the road design to save over 300 trees
from removal. This innovative approach resulted in
reduced environmental impacts, enhanced community
engagement and reduced construction costs. The
project has been the recipient of multiple awards
from Institute of Public Works Engineering Australasia
(IPWEA) and the Geospatial Council of Australia (GCA).
Digital Twin Victoria program
A Veris-led consortium was one of three new
partnerships announced by Digital Twin Victoria
(DTV). The ten-member consortium led by Veris
joins as a major development partner, bringing
significant geospatial and 3D domain expertise. This
and other new partnerships announced to expand
DTV’s collaborative network mark the next phase
in DTV’s delivery of a digital twin of the state and
build upon the platform’s strong foundations. The
collaborations will support a robust platform and the
continued development of customer-led extensions
and innovative tools that support sustainable urban
planning, enhanced infrastructure management and
improved public services, and reinforce Victoria’s
position as a leader in digital innovation.
Digital Engineering Roadmap, Queensland
Veris was selected to provide consultancy services
to support the development of a Digital Strategy
and Digital Engineering Roadmap for a Queensland
company with a large geographic spread and diverse
asset base. Our team are working with the client
on a roadmap and program of activities to uplift
and embed Digital Engineering practices. So far, a
comprehensive roadmap has been delivered, and work
has commenced on the next stage of specification and
standard development, with a focus on supporting a
significant capital works program.
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Veris Limited | Annual Report 2024
Health and Safety
Throughout the year, we have consistently enhanced
our safety culture and initiatives to ensure everyone’s
wellbeing. We announced the inaugural winner of our
new Working Safely Award, Izac Anderson, a Senior
Surveyor in our Melbourne team who consistently
demonstrated a safety-first attitude. Izac always offers
positive insights and engagement that has in turn,
encouraged others to be more actively engaged. He
sets an exemplary standard and was also personally
recognised by our client. It was pleasing to see the
success of the award program with so many individual
nominations across the year also recognised for their
tireless focus to keep themselves and others safe.
We also launched a new safety campaign, ‘One Safe
Step at a Time’ which is aimed at exploring more
effective ways to manage hazards and risks within
our team’s working environments. The campaign
encourages our people to take things one step at a
time, be present and realise the work we do today can
have an impact on how we enjoy life tomorrow. During
the year we also increased the number of employees
on the internal Health and Safety Representative
team, which has strengthened our communication and
consultation process within the business.
It was especially heartening to see our people’s
response to safety in our most recent Employee
Engagement Survey – ‘The Way We Work’. One key
finding revealed that safety stood out as a significant
strength for Veris as rated by our employees.
This underscores our continuous commitment to
prioritizing their health and safety, and reassures me
that we are on the right path.
People and Culture
At Veris our people are our greatest asset, and we
are committed to fostering a supportive and inclusive
environment. One of our flagship initiatives, the award-
winning Young Professionals Program, demonstrates
this commitment. Over a 12-month period, this
program provides graduates with comprehensive
exposure to all areas of our industry. This year, we
welcomed 11 new participants into the program.
In an industry facing a recognised skills shortage,
programs like these are essential for cultivating the
next generation of talent. Notably, we achieved a 45%
female participation rate, marking another important
step toward addressing the underrepresentation of
women in our field.
Our efforts to promote an inclusive culture were
further highlighted by a series of Diversity and
Inclusion initiatives. This included our participation
in ‘Wear it Purple Day’ and ‘International Women’s
Day’, where Veris hosted a panel discussion featuring
female leaders from industry. These events not only
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Veris Limited | Annual Report 2024
raise awareness and celebrate diversity but also foster
a sense of belonging and community among our
employees.
The Veris Employee Engagement Survey called ‘The
Way We Work’ was rolled out for the second time
during the year. The survey is an invaluable tool for our
people to let us know what it is like working for Veris.
The results of the survey will assist us in gaining a
better understanding of our strengths and the areas in
which we can improve. It was extremely encouraging
to see our people are proud of the work they are doing
and feel a sense of purpose in their role and how they
bring value into the business.
Attracting and retaining top talent remains a strategic
priority for Veris. We continue to implement strategies
designed to attract and retain the best talent, ensuring
that Veris remains a great place to work.
Indigenous Participation
Veris continues to work closely with our alliance
partner Wumara Group. One of the first initiatives
delivered by the alliance to help close the gap between
Indigenous and non-Indigenous Australians was the
award-winning Indigenous Surveyor Employment
Pathway Program. 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 is like to be a surveyor, as well as the
foundational skills to start their career in the industry.
The alliance has been part of the commitment to
Indigenous Participation on a number of major transport
infrastructure projects. On Transport for NSW’s M6
Stage 1 project, the alliance has been able to contribute
to Aboriginal and Torres Strait Islander suppliers,
businesses and employment targets, with Indigenous
Surveyors and trainees being engaged on the project.
Within the Veris business we also continue to build
awareness and recognition of the history, culture
and achievements of Aboriginal and Torres Strait
Islander peoples in line with our Reconciliation Action
Plan. 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.
Award winning projects
Earning industry accolades highlights Veris’ exceptional
expertise and capabilities, reinforcing our status as a
leader in the industry. Across FY24 the expertise of
our people in applying innovative technology to provide
solutions for our clients was once again recognised
with industry awards.
MD & CEO’s Report continued
18
Geospatial Enablement Award for the Hobart
Rivulet Digital Twin project – Geospatial Excellence
Awards, Tasmania.
Technical Excellence Award for the North-West
Coast Underwater Bridge Inspections Project –
Geospatial Excellence Awards, Tasmania.
Technical Excellence Award for the M6 Stage 1
project - Asia-Pacific Geospatial Excellence Awards,
New South Wales.
Community Impact Award for the Cardinia Shire
Council Road Upgrade Project – Geospatial
Excellence Awards (APSEA) Victoria.
Excellence in Project Innovation Award for the
Cardinia Shire Council Road Upgrade Project -
Institute of Public Works Engineering Australasia
(IPWEA) Excellence Awards, National.
Pipeline and Outlook
The Company’s secured forward workload remained
stable and in excess of $55 million at 30 June 2024 (to
be executed over the next 12 months). The Company
also had in place a stable, unsecured project pipeline
with a weighted value of $190m over the next 24
months.
Looking ahead, Veris is now appropriately aligned
to the emerging and growing data and digital
transformation needs of industry across multiple
sectors. This has the Company well-placed to provide
digital solutions, including the development of bespoke
spatial data platforms that support data hosting,
analytics, AI and insights, services that are currently
in high demand, and are expected to remain so in
the future. Additionally, as experts in all aspects of
spatial data, the Company’s multidisciplinary team
and skillsets are uniquely positioned to deliver high-
value spatial consulting and advisory services for their
clients’ most complex problems. This also incorporates
Veris’ market leading offering for digital twins, digital
transformation strategies, and digital urbanism.
As the company continues its pivot away from
low margin projects towards this type of specialist
high value work with key clients, the Company
expects to see a future reduction in overall revenue
but complemented by a net growth in margin and
improved operating performance.
In conclusion, I extend my gratitude and thanks to
the Senior Leadership Team, the Board, and every
dedicated member of our team for their commitment
over the past year. Together, we are accelerating the
Company towards becoming a fully-integrated digital
and spatial data advisory firm delivering sustainable
returns.
Michael Shirley
Managing Director & CEO
MD & CEO’s Report continued
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Veris Limited | Annual Report 2024
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Veris Limited | Annual Report 2024
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Health, Safety, Environment & Quality
The safety of our people and a commitment to
zero harm are values that are revered throughout
Veris and on every project. We promote and
encourage a culture where our employees
are proactively maintaining a safe and healthy
workplace including active promotion of safe
work practices by adhering to relevant legislation,
standards and best practice that impact on
our operation, our client’s operation and work
environment in general.
Veris and 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.
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.
Health and
Safety
FY24 TRIFR
(Total Recordable Injury Frequency Rate)
12.18
FY24 LTIFR
(Lost Time Injury Frequency Rate)
9.75
Quality
Environment
We built on and increased our Health and Safety Representative
team, which has strengthened our communication and
consultation process within the business.
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Veris Limited | Annual Report 2024
24
Directors’ Report
25
Consolidated Statement of Profit or Loss and Comprehensive Income
49
Consolidated Statement of Financial Position
50
Consolidated Statement of Changes in Equity
51
Consolidated Statement of Cash Flows
52
Notes to the Consolidated Financial Statements
53
Consolidated Entity Disclosure Statement
86
Directors’ Declaration
87
KPMG Audit Report
88
KPMG Independence Declaration
92
Additional Information
93
Corporate Directory
95
Financial Reports
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Veris Limited | Annual Report 2024
Your Directors present their report together with the consolidated financial statements of Veris Limited ABN 80
122 958 178 (“Veris” or “the Company”) and the entities it controlled (together referred to as ‘’the Group’’) at
the end of, or during, the year ended 30 June 2024.
Information on Directors
Directors of the Company during the financial year ended 30 June 2024 and up to the date of this report are as
follows:
Name
Role
Period of Directorship
Karl Paganin
Independent Non-Executive Chairman
Independent Non-Executive Director
Appointed 25 November 2019
Appointed 19 October 2015
Michael Shirley
Managing Director & CEO
Appointed 1 June 2022
Brian Elton
Non-Executive Director
Appointed 21 November 2019
David Murray
Independent Non-Executive Director
Appointed 1 June 2021
Tracey Gosling
Independent Non-Executive Director
Appointed 1 April 2022
Resigned 31 May 2024
Jason Waller
Non-Executive Director
Appointed 21 August 2024
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 Chairman 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
Current directorships
Other listed company directorships within last 3 years
Southern Cross Electrical Engineering Ltd
(June 2015 – current)
None
Interests in Shares of Veris Limited
19,521,494 fully paid ordinary shares
Directors’ Report
For the year ended 30 June 2024
26
Directors’ Report
For the year ended 30 June 2024
Information on Directors (continued)
Dr Michael Shirley - Managing Director & CEO
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)
Current directorships
Other listed company directorships within last 3 years
None
None
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 an Executive Director in
March 2018 when Elton Consulting was acquired by Veris. Following 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.
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
Current directorships
Other listed company directorships within last 3 years
EMFOX Pty Ltd - Trading as the Wumara Group
(July 2021 – current)
Ozfish Unlimited (July 2022 - current)
None
Interests in Shares of Veris Limited
39,747,150 fully paid ordinary shares
27
Veris Limited | Annual Report 2024
Directors’ Report
For the year ended 30 June 2024
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’s experience includes Board membership of a global insurance entity where he also chaired 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
Current directorships
Other listed company directorships within last 3 years
None
None
Interests in Shares of Veris Limited
4,000,000 fully paid ordinary shares
Tracey Gosling - Independent Non-Executive Director (resigned 31 May 2024)
Experience
Ms Tracey 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 (resigned 31 May 2024)
Member of the Health, Safety, Environment and Quality Committee
Current directorships
Other listed company directorships within last 3 years
Gosling Innovation Group (2016 – June 2023)
Night Sky Pty Ltd (2021 – current)
None
Interests in Shares of Veris Limited
128,205 fully paid ordinary shares
28
Directors’ Report
For the year ended 30 June 2024
Information on Directors (continued)
Jason Waller - Non-Executive Director (appointed 21 August 2024)
Experience
Mr Jason Waller is a highly experienced business leader and brings significant leadership and
accomplishments in the scaling and growth of technology and digital companies, including experience in the
spatial industry.
Mr Waller has also driven the commercialisation of data analytics, technologies, AI/IoT and SaaS products
which include Spookfish Ltd (ASX:SFI) SmartCTY Pty Ltd and InteliCare Holdings Ltd (ASX:ICR), which are
especially relevant to Veris’ digital strategy. His corporate and operational experience also includes senior
leadership roles at General Electric and Aurizon.
Mr Waller previously served extensively in the Australian Defence Forces and is a recipient of the Conspicuous
Service Cross (CSC), 2009 Australia Day Honours list. His strong background in Defence is also well aligned to
support the growing Veris service offering to this industry sector.
Mr Waller is an Advisory Board Member for Black Nora Venture Capital, and a Non-Executive Director of
Spinifex Brewery Ltd.
Current directorships
Other listed company directorships within last 3 years
Spinifex Brewery Pty Ltd (appointed October
2023)
InteliCare Holdings Ltd (resigned April 2022)
Interests in Shares of Veris Limited
Nil.
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.
29
Veris Limited | Annual Report 2024
Directors’ Report
For the year ended 30 June 2024
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
A
B
A
B
A
B
A
B
Karl Paganin
13
13
5
5
4
4
*
*
Michael Shirley
13
13
5
5
4
4
3
3
Brian Elton
13
13
*
*
4
4
3
3
David Murray
13
13
5
5
*
*
*
*
Tracey Gosling**
12
12
*
*
*
*
3
3
A = Number of meetings attended
B = Number of meetings held during the time the director held office during the year
* = Not a member of the relevant committee
** Tracey Gosling resigned on 31 May 2024
Dividends
On 28 August 2023 the Company declared a fully franked dividend for 2023 of 0.15 cents per share, totalling
$770,083; (2023: Nil) with a record date of 19 September 2023 and payment date of 7 November 2023. The
cash component was $653,408 and $114,311 net of costs was transacted under the Dividend Reinvestment
Plan (DRP) component which applied to this dividend. On 7 November 2023, 1,666,861 shares were issued to
shareholders under the Dividend Reinvestment Plan at a price of 7.00 cents per share. The price per share was
based on a 2.5% discount to the 10-day volume weighted average price as determined in accordance with
clause 6 of the Dividend Reinvestment Plan rules.
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 a fully integrated digital and spatial data advisory and consulting firm. It provides end-to-
end spatial data and digital solutions to tier-1 clients in key industry sectors including Transport, Buildings &
Property, Energy & Resources, Defence, Utilities and Government. The company has a national footprint, with
a diverse geographic spread of offices, servicing major metropolitan and regional centres across Australia.
The Veris end-to-end service offering unlocks the digital transformation needs of industry, spanning
spatial data collection, hosting, sharing, analytics, insights and modelling for clients with large scale data
requirements, through to survey, planning, consulting and advisory services.
Significant Changes
The following significant changes in the nature of the activities of the Group occurred during the year:
During the year, Mr Angus Leitch was appointed as Chief Operating Officer of Veris Australia on 1 April
2024, succeeding Ms Julie Stanley. Mr Leitch has a wealth of experience leading and mentoring large-scale
operations within professional services and contracting environments.
30
Directors’ Report
For the year ended 30 June 2024
Significant Changes (continued)
Veris Australia successfully mobilised and continues to deliver, or has completed, significant contracts
across its national platform. In line with the continued execution of the Group’s strategy of delivering value
from digital and spatial expertise, Veris has accelerated its investment in commercialising new products
leveraging market-leading digital and spatial data capture and analytics capabilities and solutions. This has
provided the backdrop for continued significant growth in service for larger-scale complex projects utilising
innovative solutions developed by Veris, including:
_ Creating a 3D façade laser scan, spatial documentation and Building Information Modelling (BIM)
services for a major airport upgrade 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;
_ Data capture via mobile laser scan (MLS) and 3D Ground Penetrating Radar (3D GPR) to create virtual
models of streetscapes to assist with asset maintenance and more precise vegetation management and
clearance requirements, thereby assisting improved conservation and tree canopy management;
_ Spatial consultancy services to support the development of a Digital Strategy and Digital Engineering
Roadmap for a Queensland company with a large geographic spread and diverse asset base;
_ 3D laser scanning and ongoing real-time monitoring to underpin the building of a 3D digital model of twin
water transport pipelines in NSW;
_ Spatial documentation and Building Information Modelling (BIM) services for a major airport upgrade in
Queensland;
_ Deploying of 3D Ground Penetrating Radar (3D GPR) technology in combination with mobile laser
scanning, to identify tree root systems and accurately capture the road corridor in 3D in connection with
a major construction project in the ACT;
_ 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;
_ Continuing assessment of early stage works on the Inland Rail Project connecting major capital cities up
and down the east coast of Australia; and
_ The Sydney Metro South-West corridor project providing engineering survey support, 3D data
management and spatial data capture.
Veris Limited announced on 9 June 2023 that it extended an on-market share buy-back for up to 10% of the
Company’s fully paid ordinary shares on issue (as initiated on 8 June 2022). During the financial year, Veris
acquired 6.9 million ordinary shares via the operation of the on-market buy-back incurring a cash outlay of
$0.5m million.
Veris Limited announced on 20 June 2024 its intention to renew 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 4 June 2025.
31
Veris Limited | Annual Report 2024
Directors’ Report
For the year ended 30 June 2024
Operating and Financial Review
For the year ended:
30 Jun 2024
$000
30 Jun 2023
$000
Continuing operations
Revenue
92,592
100,861
Statutory (loss) / profit after tax
(4,690)
1,071
Add back:
Tax (benefit) / expense
Impairment right of use asset
Restructuring costs
Share-based payment expense
Acquisition costs
Net finance expense
255
1,508
1,130
45
16
574
-
-
30
232
-
816
Adjusted EBIT (loss) / profit
(1,162)
2,149
Depreciation and amortisation
7,918
8,027
Adjusted EBITDA from continuing operations(i)
6,756
10,176
Discontinued operations
(Loss) / gain on disposal of subsidiary
-
(179)
Net (loss) / profit from discontinued operations, net of tax
-
(179)
Key Balance Sheet Metrics
Net Assets
23,035
28,821
Working Capital(ii)
14,478
17,738
(i)
Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation, restructuring, share-based payments, acquisition costs and
impairment and is an unaudited non-IFRS measure.
(ii)
Working capital is defined as current assets less current liabilities.
Despite the continued revenue growth in Veris’ internally developed solutions utilising the Company’s
expertise in digital and spatial skillsets, Veris’ overall performance during the financial year was impacted by
multiple one-off external factors, including:
Victorian Government budgetary pressures, leading to embedded economic uncertainty, the cancellation of
the 2026 Commonwealth Games and a significant reduction in public and private spending on infrastructure
and other initiatives.
Well-publicised industrial relations and union presence factors impacting work practices in Victoria and
emerging in other states. This resulted in surveyors being forced to stop work or denied entry to major
construction projects for extended periods throughout the year, disrupting Veris’ ability to perform services
on these projects.
Delays, reassessment and in some cases cessation of multiple major projects previously planned by
Australia’s Federal, State and Territory Governments as they reassessed their infrastructure spending
programs, which have in turn adversely impacted economic confidence and increased competition.
Resourcing constraints and operational disruption in Veris’ Queensland operating division, with initial impacts
to the Company’s core service offering to the Property market sector; and
An inflationary economic environment that has eroded margin performance on some longstanding legacy
project work.
32
Directors’ Report
For the year ended 30 June 2024
Operating and Financial Review (continued)
Veris’ FY24 financial performance was impacted by the above-mentioned mix of adverse market conditions
and one-off external challenges. This has resulted in FY24 revenues of $92.6m, down 8.2% from the previous
corresponding period (pcp) and a statutory loss after tax of $4.7m.
In assessing the above influences throughout the year, Veris responded quickly and decisively to these
challenging market conditions, implementing a number of restructuring and operational initiatives as well as a
strategic repositioning of the Group’s go-to-market strategies in affected sectors. These actions included:
Implementing wide-scale operational and functional support restructures via:
_ An initial reduction in head count and restructuring of teams in the first half of the financial year, followed
by additional redundancies in the second half, to right-size the Company’s operations and support
functions in key geographic markets, followed by
_ A Company-wide organisational restructure in Q4, that encompassed an additional reduction in
headcount and the introduction of a fully national operating model that targets best practice in project
delivery / service innovation and cost efficiency.
These major restructuring initiatives resulted in restructuring costs of $1.1m in FY24.
A strategic shift away from the delivery of legacy smaller projects, as well as an elevated focus on bid
strategies and opportunity assessment to decline to bid for lower margin work and further pivot towards our
key client strategy. This underpinned the decline in top line revenue from $100.8m to $92.6m;
A commitment to relocate to fit-for-purpose office spaces, including a planned and impending move from
the existing Melbourne office location that will deliver significant savings and operational efficiencies. This
resulted in a one-off, non-cash impairment to the right of use lease asset carrying value associated with the
Melbourne office lease of $1.5 million.
Further optimisation of vehicle fleet management resulting in approximately $0.2m of one-off costs in
anticipation of vehicle leases concluding and are not to be renewed or replaced.
Despite these challenges, Veris has continued to make significant progress in executing multiple strategic
initiatives that are already delivering operational improvements that stand the Company in good stead over the
medium term. The Group remains committed to building on the strong foundation established over the past
three years, where it has delivered a significant turnaround that has reshaped Veris into a sustainable business.
During the year the Company also continued its move away from legacy, long-tail lower margin projects towards
higher margin work with key clients. These changes represent a significant operational shift within the business
that, in combination with the digital strategy, is intended to address market challenges and improve performance.
The Veris leadership team responded quickly and decisively to the host of external factors resulting in economic
uncertainty and challenging conditions across some of the Group’s key geographic markets, including Victoria,
NSW and Queensland, which have, as a group, impacted our performance over the past 12 months
These initiatives have right-sized a number of business units, addressed remaining legacy costs and
established an operating and support structure that more fully leverages the Veris national operating platform.
In total, the Company incurred in excess of $3.1m of costs that were either one-off, non-cash or a combination
of both over the course of the financial year. These included:
The Southbank office-related lease right of use asset impairment ($1.5m).
A derecognition of $1.55m of deferred tax assets in connection with the utilisation of carry forward tax
losses forming part of the $0.3m net decrease in deferred tax assets (as further detailed in Note 16 to the
Consolidated Financial Statements);
The restructuring costs and one-off vehicle related charges ($1.3m).
33
Veris Limited | Annual Report 2024
Directors’ Report
For the year ended 30 June 2024
Operating and Financial Review (continued)
As a result of the rightsizing and restructuring initiatives undertaken by the Company, total headcount across
the Group reduced by approximately 100 people on a year-on-year, FY24-on-FY23 basis. This headcount
reduction has resulted from a combination of:
some project-specific staff departures following the conclusion of project commitments;
desired attrition / managed departures of permanent staff; and
restructuring-related redundancies.
Cash and Order Book
The Company’s balance sheet remains robust despite the slippage in reported profitability over the past year,
with cash at hand as at 30 June 2024 totalling $16.1m.
Veris’ secured forward workload at 30 June was in excess of $55m (to be executed over the next 12 month
period). The Company also had in place a stable, unsecured project pipeline with a weighted value of
approximately $190m over the next 24 months.
Whilst the pipeline metric has remained stable at approximately $190m over the last few reporting periods,
the underlying quality of projects and opportunities in the composition of this pipeline has improved during this
time and reflects the Company’s strategy of targeting national and regional key clients for delivery of multi-
disciplinary projects bringing together Veris’ spatial and advisory skillsets. This is expected to generate higher
quality margins and earnings in future periods.
Balance Sheet and Capital Management
As noted above, the Company’s balance sheet remains strong with net assets of $23m at 30 June 2024
underpinned by a strong cash balance of $16.1m and a net cash position of $11.1m after taking into account the
Group’s corporate borrowings which have been solely utilised to fund high value equipment purchases over
the last 2 years.
A continued focus on working capital management has underpinned an 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. To date, Veris has not been significantly impacted in this area.
Growth Trajectory and Outlook
Taken together, the changes implemented over FY24:
Highlight Veris’ commitment to delivery of operational efficiencies across its business.
Dovetail into the Company’s continued focus on its higher margin digital strategy, which continues to make
strong progress.
Support the Company’s deliberate pivot into higher margin consultancy and strategic advisory services that
meet the digital transformation needs of industry.
In FY24, the Digital & Spatial service line increased as a share of Veris revenue to 17% and achieved gross
margin per hour growth of 20% across FY24, reflecting the strong progress in the digital strategy.
One of the key initiatives delivered by Veris as part of its digital strategy during FY24 was the successful launch
of its digital solutions service offering, which included the development and commercialisation of a number of
spatial data and analytics platforms, as well as spatial consultancy services. Increasing industry recognition of
Veris’ market-leading digital and consulting expertise has been evidenced via Veris’ successful appointment for
the implementation of digital twins across a number of high-value, large-scale projects during the year.
34
Growth Trajectory and Outlook (continued)
Moving forward, Veris is now appropriately rightsized and aligned to the emerging and growing data and
digital transformation needs of industry across multiple sectors. This has the Company well-placed to provide
digital solutions, including the development of bespoke spatial data platforms that support data hosting,
analytics, AI and insights. These services are currently in high demand and are expected to remain so in the
future. Additionally, as experts in all aspects of spatial data, the Company’s multidisciplinary team and skillsets
are uniquely positioned to deliver high-value spatial consulting and advisory services for their clients’ most
complex problems. This also incorporates Veris’ market leading offering for digital twins, digital transformation
strategies and digital urbanism.
With the Company’s ongoing investment in additional specialist skill sets, including the expansion of its
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 its
regions to target specific growth opportunities and greater cross-selling of services, Veris has expanded its
capabilities in developing and commercialising data-driven analytics solutions for its large-scale clients. These
solutions are developed to target and solve client-identified problems. As the Company expands its data
capture capabilities, the continued development of additional solutions will remain a key strategic focus.
As Veris continues its pivot away from low margin projects towards this type of specialist high value work with
key clients, the Company expects that it may result in a future reduction in overall revenue but complemented
by a net growth in margin and improved operating performance.
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 2024, 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. Veris is focused on ensuring execution of
work to a high standard and improving our operations to increase our value proposition to clients.
Directors’ Report
For the year ended 30 June 2024
35
Veris Limited | Annual Report 2024
Risks continued
Working with Potential Safety Hazards Risk
In undertaking work and delivering projects for its clients, 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. The occurrence of workplace health and safety incidents involving
Veris staff, its subcontractors or clients, may result in financial costs or penalties being imposed on the Group
under applicable legislative regimes.
Legal and Contractual Risk
Errors, omissions or incorrect rates and quantities mean the Group may not achieve full benefits of project
deliverables and this 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 clients. 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 Funding 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.
Directors’ Report
For the year ended 30 June 2024
36
Risks continued
Competition Risk
There is potential for changes in the market, whereby a competitor’s product or technology may lead to loss of
competitive advantage of the Group, or a competitor may become more aggressive in response to our strategy
which may compromise our ability to achieve growth targets. The business has a process in place to monitor
competitor behaviour, both in response to Group’ strategy, as well as changing market conditions, business
environment and innovations.
Cyber Security and Data Protection Risk
Information technology and data are critical to Veris’ value creating activities and lost access to its IT systems
and data would have a major impact on the business. The growing volume and complexity of cyber-attacks
is increasing the risk to Veris’ networks and operating protocols. Veris continues to invest in systems and
infrastructure to protect our assets. This includes information security management systems, anti-malware
and response detection software, multi-factor authentication, security education and awareness materials and
ensuring business resilience plannings for cyber related scenarios. Veris continues to evolve the design and
implementation of its cyber and data risk management framework to ensure appropriate cyber security and
risk mitigation protocols are in place, facilitate organisational efficiency, improve disaster recovery protocols and
ensure secure business continuity protocols are in place.
Business Integrity and Reputation Risk
As a listed entity 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 operational 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’ clients 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 and a tight labour market, together with 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.
Directors’ Report
For the year ended 30 June 2024
37
Veris Limited | Annual Report 2024
Significant Events After Period End
On 2 August 2024 the Company announced and effected the cancellation of 177,747 ordinary shares that were
acquired under the Company’s on-market buy back that was active during the year.
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 2024 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:
a) Remuneration policy;
b) Remuneration advice;
c) Performance linked compensation;
d) Details of share-based compensation and bonuses;
e) Voting and comments made at the Company’s 2023 Annual General Meeting;
f) Contractual arrangements;
g) Details of remuneration;
h) Analysis of bonuses included in remuneration; and
i) Equity instrument disclosure relating to directors and key management personnel.
Directors’ Report
For the year ended 30 June 2024
38
Remuneration Report – Audited (continued)
Directors and Executive disclosures
The details of directors and key management personnel disclosed in this report are outlined below.
Name
Role
Appointment
Non-Executive Directors
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
Non-Executive Director, Independent
Appointed 1 April 2022, resigned 31 May
2024
Jason Waller
Non-Executive Director
Appointed 21 August 2024
Executive Director
Michael Shirley
Managing Director & Chief Executive
Officer (CEO)
Appointed 1 June 2022
Executive KMP
Michael Shirley
Chief Executive Officer (CEO)
Appointed 29 October 2019
Steven Harding
Chief Financial Officer (CFO)
Company Secretary
Appointed 2 April 2020
Appointed 27 November 2020
Steve Pearson
Chief Commercial Officer (CCO)
Appointed 30 March 2020
KMP effective 1 March 2022, ceased as
KMP effective 31 January 2024
Julie Stanley
Chief Operating Officer (COO)
Appointed 1 November 2022, resigned 22
December 2023
Angus Leitch
Chief Operating Officer (COO)
Appointed 2 April 2024
a) 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.
Directors’ Report
For the year ended 30 June 2024
39
Veris Limited | Annual Report 2024
Remuneration Report – Audited (continued)
a) Remuneration policy (continued)
Non-executive director remuneration policy
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of Non-Executive
Directors shall be determined from time-to-time by a general meeting. The Constitution was amended by
special resolution of the members on 23 November 2016 with the aggregate remuneration increasing from
$250,000 to $500,000 per annum, which is to be apportioned amongst Non-Executive Directors.
The Company has entered into service agreements with its current Non-Executive Directors; refer to the
details of the contractual arrangements on page 42 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.
b) Remuneration advice
Remuneration is regularly compared with the external market by participation in industry salary surveys
and during recruitment activities generally. The Remuneration Committee seeks advice from and appoints
remuneration consultants and external advisors from time to time on various remuneration related matters.
This is with a view to ensuring independence and making recommendations for determination by the Board.
c) Performance linked compensation
The following table shows key performance indicators for the Group over the last five years.
Financial Year Ended 30 June
2024
2023
2022
2021
Restated
2020
LTI
Closing Share Price ($)
0.048
0.081
0.063
0.074
0.036
EPS (cents)
(0.91)
0.17
4.04
(0.33)
(6.14)
STI
Profit / (Loss) from Continuing Operations
($’000)
(4,690)
1,071
105
(2,392)
(23,210)
Adjusted EBITDA
6,756
10,176
10,007
8,328
1,860
Dividends paid ($’000)
770
-
-
-
-
Directors’ Report
For the year ended 30 June 2024
40
Remuneration Report – Audited (continued)
d) 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 (‘Basic EPS’)), the Performance Rights issued and affecting the financial year ending 30 June 2024,
were as follows:
Number of
Performance
Rights
Granted
Vesting
Date
(A)
Lapsed
(B)
Vested
(B)
Vesting Hurdles
50% Absolute TSR (‘ATSR’)
50% Basic EPS
<12.5% p.a.
compounded
Nil
< $0.0039
> $0.0039
Nil
100%
12.5% p.a.
compounded
50%
5,685,716
30 June
2024
5,685,716
-
>12.5% p.a.
compounded,
<20% p.a.
compounded
Pro-rata
vesting
between
50% and
100%
5,685,716
5,685,716
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:
i.
failure to satisfy the applicable vesting conditions;
ii.
the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
iii.
the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right;
iv.
in the opinion of the Board, the holder commits any fraudulent or dishonest act or is in breach of his or her obligations to the Company or subsidiary;
v.
the expiry date.
(B)
At 30 June 2024 on failing to achieve the vesting hurdles.
Directors’ Report
For the year ended 30 June 2024
41
Veris Limited | Annual Report 2024
Remuneration Report – Audited (continued)
FY2024 Short term incentive plan (“FY24 STI Plan”)
On 5 October 2023 the Group granted 2,750,000 Performance Rights to the CFO, Steve Harding and COO,
Julie Stanley, with a vesting date of 30 June 2024, subject to achieving the targeted net profit before tax and
continued employment with the Group.
Number of Performance
Rights Granted
Vesting Date (A)
Lapsed
Vested
Vesting Hurdle (B)
2,750,000
30 June 2024
2,750,000
-
Continued employment to
30 June 2024 and achieving
financial performance targets
(A)
On vesting, Performance Rights will automatically convert to ordinary shares on a one for one basis. Performance Rights that do not vest will lapse.
An unvested Performance Right will lapse upon the earlier to occur of:
i.
failure to satisfy the applicable vesting conditions;
ii.
the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
iii.
the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right;
iv.
in the opinion of the Board, the holder commits any fraudulent or dishonest act or is in breach of his or her obligations to the Company or subsidiary;
v.
the expiry date.
(B)
Based on continued employment to 30 June 2024 and achieving financial performance targets.
FY2024 Short term incentive plan CEO (“FY24 STI Plan CEO”)
On 18 October 2023 the Group granted 1,500,000 Performance Rights to the CEO, Michael Shirley, with
a vesting date of 30 June 2024, subject to achieving the targeted net profit before tax and continued
employment with the Group.
Number of Performance
Rights Granted
Vesting Date (A)
Lapsed
Vested
Vesting Hurdle (B)
1,500,000
30 June 2024
1,500,000
-
Continued employment to
30 June 2024 and achieving
financial performance targets
(A)
On vesting, Performance Rights will automatically convert to ordinary shares on a one for one basis. Performance Rights that do not vest will lapse.
An unvested Performance Right will lapse upon the earlier to occur of:
i.
failure to satisfy the applicable vesting conditions;
ii.
the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
iii.
the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right;
iv.
in the opinion of the Board, the holder commits any fraudulent or dishonest act or is in breach of his or her obligations to the Company or subsidiary;
v.
the expiry date.
(B)
Based on continued employment to 30 June 2024 and achieving financial performance targets.
Performance Rights COO
On 2 April 2024 the Group granted 1,250,000 Performance Rights to the new COO, Angus Leitch, on
commencement of his employment and will vest subject to his continued employment over a one-year period.
Number of Performance
Rights Granted
Vesting Date (A)
Lapsed
Vested
Vesting Hurdle (B)
1,250,000
1 April 2025
-
-
1 year retention
(A)
On vesting, Performance Rights will automatically convert to ordinary shares on a one for one basis. Performance Rights that do not vest will lapse.
An unvested Performance Right will lapse upon the earlier to occur of:
i.
failure to satisfy the applicable vesting conditions;
ii.
the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
iii.
the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right;
iv.
in the opinion of the Board, the holder commits any fraudulent or dishonest act or is in breach of his or her obligations to the Company or subsidiary;
v.
the expiry date.
(B)
Based on continued employment to 1 April 2025.
Directors’ Report
For the year ended 30 June 2024
42
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
year in
which
grant
vests
Face
value
of
vested
rights
Michael
Shirley
FY23 LTI
Performance
rights 2024
2,685,714
19
October
2022
-
-
100%
2,685,714
2024
-
FY24 STI
Performance
rights 2024
1,500,000
18
October
2023
-
-
100%
1,500,000
2024
-
Steve Harding
FY23 LTI
Performance
rights 2024
1,564,286
3 March
2023
-
-
100%
1,564,286
2024
-
FY24 STI
Performance
rights 2024
1,500,000
5 October
2023
-
-
100%
1,500,000
2024
-
Steve Pearson
FY23 LTI
Performance
rights 2024
1,435,716
3 March
2023
-
-
100%
1,435,716
2024
-
Julie Stanley
FY24 STI
Performance
rights 2024
1,250,000
5 October
2023
-
-
100%
1,250,000
2024
-
Angus Leitch
Performance
rights COO
1,250,000
2 April
2024
-
-
-
-
2025
-
11,185,716
9,935,716
(iv) Vesting and exercise of performance rights granted as remuneration
No Performance Rights vested during the reporting period.
e) Voting and comments made at the Company’s 2023 Annual General Meeting
The adoption of the Remuneration Report for the financial year ended 30 June 2023 was put to the
shareholders of the Company at the Annual General Meeting held 18 October 2023. The Company received
98.3% of votes, of those shareholders who exercised their right to vote, in favour of the remuneration report
for the 2023 financial year. The resolution was passed without amendment on a poll.
f) 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 overleaf.
Directors’ Report
For the year ended 30 June 2024
43
Veris Limited | Annual Report 2024
Remuneration Report – Audited (continued)
f) Contractual arrangements (continued)
Name
Term of agreement
Base Salary +
superannuation
Termination
Karl Paganin
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.
$115,000
In accordance with the company’s
constitution and the Corporations Act
2001 (Cth).
Brian Elton
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.
$70,000
In accordance with the company’s
constitution and the Corporations Act
2001 (Cth).
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.
$70,000
In accordance with the company’s
constitution and the Corporations Act
2001 (Cth).
Tracey Gosling
Ms Gosling resigned 31 May 2024.
$70,000
In accordance with the company’s
constitution and the Corporations Act
2001 (Cth).
Michael Shirley
(A) (B) (C) & (D)
Until validly terminated in accordance
with the terms of the Agreement.
$500,000
Termination by Company with reason –
1 months’ notice
Termination by Company without reason
– 3 months’ notice.
Steven Harding
(A) (B) (C) & (E)
Until validly terminated in accordance
with the terms of the Agreement.
$377,398
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.
$347,398
Termination by either party – 1 months’
notice
Julie Stanley
(A) (B) (C) & (G)
Resigned 22 December 2023.
$382,398
Termination by Company with reason –
1 months’ notice
Termination by Company without reason
– 3 months’ notice.
Angus Leitch
(A) (B) & (C)
Until validly terminated in accordance
with the terms of the Agreement.
Appointed 2 April 2024 as Chief
Operating Officer.
$390,000
Termination by Company with reason –
6 months’ notice
Termination by Company without reason
– 6 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 of $470,000 until 31 December 2023. Base Salary plus Super was increased to $500,000 effective from 1 January 2024.
(E)
Base Salary plus Super of $365,000 until 7 July 2023. Base Salary plus Super was increased to $377,398 effective from 8 July 2023.
(F)
Base Salary plus Super of $335,000 until 7 July 2023. Base Salary plus Super was increased to $347,398 effective from 8 July 2023.
(G)
Base Salary plus Super of $375,700 until 7 July 2023. Base Salary plus Super was increased to $382,398 effective from 8 July 2023.
Directors’ Report
For the year ended 30 June 2024
44
Directors’ Report
For the year ended 30 June 2024
Remuneration Report – Audited (continued)
g) Remuneration of directors and key management personnel of the group for the current and previous financial year
Table 1: Remuneration for the year ended 30 June 2024
Short-term employment
benefits
Post-employment
benefits
Termination Benefits
Share-based
Payments
Total
Proportion of
remuneration
performance
related
Salary
& fees(A)
Incentive
Cash
bonus(B)
Non-
monetary
Superannuation
$
Cash
Performance
Rights
Performance
Rights(C)
$
$
$
$
$
$
$
%
Non-Executive Directors
Karl Paganin
115,000
-
-
-
-
-
-
115,000
-
David Murray
70,000
-
-
-
-
-
-
70,000
-
Brian Elton
63,063
-
-
6,936
-
-
-
69,999
-
Tracey Gosling (D)
58,212
-
-
6,403
-
-
64,615
-
Sub total
306,275
-
-
13,339
-
-
-
319,614
-
Executive Directors
Michael Shirley (E)
459,463
-
-
27,398
-
-
(1,462)
485,399
-
Sub total
459,463
-
-
27,398
-
-
(1,462)
485,399
-
Other Executives
Steven Harding (F)
344,519
-
-
27,398
-
-
14,643
386,560
4%
Steve Pearson (G)
157,413
-
-
15,228
-
-
13,440
186,081
7%
Julie Stanley (H)
188,297
-
-
13,699
13,653
-
-
215,649
-
Angus Leitch (I)
80,511
-
-
6,849
-
-
18,337
105,697
17%
Sub total
770,740
-
-
63,174
13,653
-
46,420
893,987
5%
Total Remuneration
1,536,478
-
-
103,911
13,653
-
44,958
1,699,000
3%
(A) Salary and fees include annual leave and long service leave for Executive Directors and Other Executives.
(B) Short-term incentive bonus is for the achievement of KPIs within their individual roles for the financial year ended 30 June 2024.
(C) The value of the Performance Rights granted in the year is the fair value of the rights calculated at grant date. This amount is allocated to remuneration over the vesting period. The fair value of the STI and COO Performance Rights
has been measured using a 5-day volume weighted average price (VWAP). The fair value of the LTI Performance Rights has been measured using both a hybrid multiple barrier option pricing model which incorporates a Monte
Carlo simulation (for market based vesting conditions) and a Black Scholes option pricing model (Non-market based vesting conditions).
(D) Resigned effective 31 May 2024.
(E) Base Salary plus Super of $470,000 until 31 December 2023. Base Salary plus Super was increased to $500,000 effective from 1 January 2024.
(F) Base Salary plus Super of $365,000 until 7 July 2023. Base Salary plus Super was increased to $377,398 effective from 8 July 2023.
(G) Base Salary plus Super of $335,000 until 7 July 2023. Base Salary plus Super was increased to $347,398 effective from 8 July 2023. Ceased as Key Management Personnel on 31 January 2024, on transitioning to retirement.
(H) Base Salary plus Super of $375,700 until 7 July 2023. Base Salary plus Super was increased to $382,398 effective from 8 July 2023. Resigned 22 December 2023.
(I) Angus Leitch became Key Management Personnel on 2 April 2024, on his appointment as Chief Operating Officer.
45
Veris Limited | Annual Report 2024
Directors’ Report
For the year ended 30 June 2024
Remuneration Report – Audited (continued)
g) Remuneration of directors and key management personnel of the group for the current and previous financial year (continued)
Table 2: Remuneration for the year ended 30 June 2023
Short-term employment
benefits
Post-employment
benefits
Termination Benefits
Share-based
Payments
Total
Proportion of
remuneration
performance
related
Salary
& fees(A)
Incentive
Cash
bonus(B)
Non-
monetary
Superannuation
$
Cash
Performance
Rights
Performance
Rights(C)
$
$
$
$
$
$
$
%
Non-Executive Directors
Karl Paganin
111,250
-
-
-
-
-
-
111,250
-
David Murray
73,750
-
-
-
-
-
-
73,750
-
Brian Elton
63,636
-
-
6,681
-
-
-
70,317
-
Tracey Gosling
63,636
-
-
6,681
-
-
-
70,317
-
Sub total
312,272
-
-
13,362
-
-
-
325,634
-
Executive Directors
Michael Shirley (D)
496,438
-
-
25,292
-
-
61,891
577,022
11%
Sub total
496,438
-
-
25,292
-
-
61,891
577,022
11%
Other Executives
Steven Harding (E)
381,466
-
-
25,292
-
-
22,117
430,607
5%
Steve Pearson (F)
342,507
-
-
25,292
-
-
20,299
391,025
5%
Julie Stanley (G)
191,376
-
-
18,165
-
-
213,481
-
Sub total
915,349
-
-
68,749
-
-
42,416
1,035,113
4%
Total Remuneration
1,724,059
-
-
107,403
-
-
104,307
1,937,769
5%
(A) Salary and fees include annual leave and long service leave for Executive Directors and Other Executives.
(B) Short-term incentive bonus is for the achievement of KPIs within their individual roles for the financial year ended 30 June 2023.
(C) The value of the Performance Rights granted in the year is the fair value of the rights calculated at grant date. This amount is allocated to remuneration over the vesting periods (1 July 2022 to 30 June 2024). The fair value of the
Performance Rights has been measured using both a hybrid multiple barrier option pricing model which incorporates a Monte Carlo simulation (for market based vesting conditions) and a Black Scholes option pricing model (non-market
based vesting conditions).
(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.
(G) Julie Stanley became Key Management Personnel on 1 November 2022, on her appointment as Chief Operating Officer
46
Directors’ Report
For the year ended 30 June 2024
Remuneration Report – Audited (continued)
h) Analysis of bonuses included in remuneration
During the period, there was no entitlement to bonuses.
i) 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 2023
Granted in
year
Grant
Value
Grant
Face
Value
Number
Vested
in year
Number
forfeited /
lapsed in year
Number
held at 30
June 2024
Michael Shirley (i)(ii)
2,685,714
1,500,000
$105,000
$105,000
-
(4,185,714)
-
Steve Harding
1,564,286
1,500,000
$105,000
$105,000
-
(3,064,286)
-
Steve Pearson
1,435,716
-
-
-
-
(1,435,716)
-
Julie Stanley
-
1,250,000
$87,500
$87,500
-
(1,250,000)
-
Angus Leitch
-
1,250,000
$75,000
$75,000
-
-
1,250,000
(i)
Issue of Performance Rights under the FY23 LTI Plan, under listing rule 10.14.1, which required and received approval by shareholders at the AGM
held on 19 October 2022.
(ii)
Issue of Performance Rights under the FY24 STI Plan, under listing rule 10.14.1, which required and received approval by shareholders at the AGM
held on 18 October 2023.
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 (KMP’s) 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
30/06/2023
Movement
Balance at
30/06/2024
Balance at Date of
this Report
Directors
Karl Paganin
19,189,350
332,144
19,521,494
19,521,494
David Murray
3,200,000
800,000
4,000,000
4,000,000
Brian Elton
38,786,018
961,132
39,747,150
39,747,150
Tracey Gosling (i)
-
-
-
-
Michael Shirley
4,573,353
-
4,573,353
4,573,353
Jason Waller (ii)
-
-
-
-
KMP’s
Steven Harding
1,340,943
-
1,340,943
1,340,943
Steve Pearson (iii)
1,587,575
(1,587,575)
-
-
Julie Stanley (iv)
-
-
-
-
Angus Leitch (v)
-
-
-
-
Total
68,677,239
505,701
69,182,940
69,182,940
(i)
Tracey Gosling movement includes 128,205 shares acquired during the period up to the date of her resignation on 31 May 2024.
(ii)
Jason Waller does not hold a relevant interest in Veris shares but he was nominated as a director by Veris’s largest shareholder Sherkane Pty Ltd who
has a relevant interest in 21.38% of Veris as at the date of this report.
(iii)
Steve Pearson ceased to be key management personnel on 31 January 2024 on transitioning to retirement.
(iv)
Julie Stanley resigned on 22 December 2023.
(v)
Angus Leitch became key management personnel on his appointment as Chief Operating Officer on 2 April 2024.
THIS CONCLUDES THE AUDITED REMUNERATION REPORT
47
Veris Limited | Annual Report 2024
Directors’ Report
For the year ended 30 June 2024
Shares Under Option
As at 30 June 2024 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:
Consolidated
30 Jun 2024
30 Jun 2023
$000
$000
Audit Services
Audit and review of the financial reports
231
221
Other assurance services
-
23
231
244
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.
48
Directors’ Report
For the year ended 30 June 2024
Lead auditor’s independence declaration
The lead auditor’s independence declaration is set out on page 92 and forms part of the directors’ report for
the year ended 30 June 2024.
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 – 2024 Corporate Governance Statement.
Signed in accordance with a resolution of the directors:
Karl Paganin
Chairman
Dated at Perth 26 August 2024
49
Veris Limited | Annual Report 2024
Consolidated Statement of Profit or Loss
and Comprehensive Income
For the year ended 30 June 2024
Note
2024
2023
$000
$000
Continuing operations
Revenue
92,592
100,861
Expenses
4
(96,507)
(99,053)
Results from operating activities
(3,915)
1,808
Finance income
676
431
Finance costs
(1,250)
(1,247)
Net finance costs
(574)
(816)
Share of profit of an associate
3
54
79
Profit / (Loss) before income tax
(4,435)
1,071
Income tax (expense) / benefit
15
(255)
-
Profit / (Loss) from continuing operations
(4,690)
1,071
Discontinued operation
Profit / (Loss) from discontinued operations, net of tax
2
-
(179)
Profit / (Loss) for the period
(4,690)
892
Total comprehensive profit / (loss) for the year
(4,690)
892
Earnings / (loss) per share
Basic profit / (loss) cents per share
5
(0.91)
0.17
Diluted profit / (loss) cents per share
5
(0.91)
0.17
Earnings / (loss) per share – Continuing operations
Basic profit / (loss) cents per share
5
(0.91)
0.21
Diluted profit / (loss) cents per share
5
(0.91)
0.21
The accompanying notes form an integral part of these consolidated financial statements.
50
Consolidated Statement of Financial Position
As at 30 June 2024
Note
30 Jun 2024
30 Jun 2023
Assets
$000
$000
Current assets
Cash and cash equivalents
17
16,141
17,336
Trade and other receivables
10
14,606
14,083
Contract assets
8
4,008
5,642
Other current assets
2,010
2,049
Total current assets
36,765
39,110
Non-current assets
Property, plant and equipment
13
8,840
9,773
Right of use assets
13
12,838
16,392
Intangible assets
14
202
271
Investments in an associate
3
314
279
Deferred tax asset
16
3,459
3,714
Total non-current assets
25,653
30,429
Total assets
62,418
69,539
Liabilities
Current Liabilities
Trade and other payables
11
9,548
7,227
Bank borrowings
19
1,320
1,200
Lease liabilities
19
4,948
5,532
Employee benefits
12
6,471
7,413
Total current liabilities
22,287
21,372
Non-current liabilities
Bank borrowings
19
3,650
3,844
Lease liabilities
19
10,955
13,425
Employee benefits
12
1,322
1,296
Provisions
1,169
781
Total non-current liabilities
17,096
19,346
Total liabilities
39,383
40,718
Net assets
23,035
28,821
Equity
Share capital
21
50,411
50,780
Share based payment reserve
21
2,921
2,878
(Accumulated losses)
21
(30,297)
(24,837)
Total equity
23,035
28,821
The accompanying notes form an integral part of these consolidated financial statements.
51
Veris Limited | Annual Report 2024
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Note
Share
Capital
Share
Based
Payment
Reserve
Accumulat-
ed Profit
Total
Equity
$000
$000
$000
$000
Balance at 1 July 2023
50,780
2,878
(24,837)
28,821
Total comprehensive income for the year
(Loss) for the year
-
-
(4,690)
(4,690)
Total comprehensive loss for the year
-
-
(4,690)
(4,690)
Transactions with owners of the Company,
recognised directly in equity
Dividends paid
21
-
-
(770)
(770)
Issue of ordinary shares related to dividend
reinvestment plan (net of costs)
21
114
-
-
114
On-market share buyback
21
(483)
-
-
(483)
Share-based payment transactions
-
43
-
43
Total transactions with owners of the Company
(369)
43
(770)
(1,096)
Balance at 30 June 2024
50,411
2,921
(30,297)
23,035
Note
Share
Capital
Share
Based
Payment
Reserve
Accumulat-
ed losses
Total
Equity
$000
$000
$000
$000
Balance at 1 July 2022
51,670
2,646
(25,729)
28,587
Total comprehensive income for the year
Profit for the year
-
-
892
892
Total comprehensive profit for the year
-
-
892
892
Transactions with owners of the Company, rec-
ognised directly in equity
On-market share buyback
21
(890)
-
-
(890)
Share-based payment transactions
-
232
-
232
Total transactions with owners of the Company
(890)
232
-
(658)
Balance at 30 June 2023
50,780
2,878
(24,837)
28,821
The accompanying notes form an integral part of these consolidated financial statements.
52
Note
2024
2023
$000
$000
Cash flows from operating activities
Receipts from customers
102,962
113,225
Payments to suppliers and employees
(94,714)
(104,332)
Cash generated from operations
8,248
8,894
Interest paid
(1,245)
(1,247)
Interest received
701
381
Net cash from operating activities
18
7,704
8,027
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
128
252
Purchase of property, plant and equipment
(1,972)
(3,399)
Development expenditure
(32)
(307)
Dividend received from associate
19
-
Disposal of subsidiaries net of costs*
2
-
(407)
Net cash (used in) investing activities
(1,857)
(3,861)
Cash flows from financing activities
Repayment of loan and borrowings
(1,109)
(1,887)
Repayment of lease liabilities
(5,831)
(8,039)
Proceeds from loans
1,035
5,782
Dividends paid
(655)
-
Share buyback
(482)
(890)
Net cash used in financing activities
(7,042)
(5,034)
Net increase / (decrease) in cash and cash equivalents
(1,195)
(868)
Cash and cash equivalents at 1 July
17,336
18,204
Cash and cash equivalents at 30 June
17
16,141
17,336
* Prior year information relates to working capital adjustment of $407,000 for sale of Aqura Technologies Pty Ltd which
occurred in FY22.
The accompanying notes form an integral part of these consolidated financial statements.
Consolidated Statement of Cash Flows
For the year ended 30 June 2024
53
Veris Limited | Annual Report 2024
BASIS OF PREPARATION
Reporting entity
Veris Limited (ASX: VRS; “Veris” or the “Company”) 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 2024 comprises the Company and its subsidiaries
(together referred to as the “Group”).
The company is a fully integrated digital and spatial data advisory and consulting firm. It provides end-to-
end spatial data and digital solutions to tier-1 clients in key industry sectors including Transport, Buildings &
Property, Energy & Resources, Defence, Utilities and Government. It has a national footprint, with a diverse
geographic spread of offices, servicing major metropolitan and regional centres across Australia.
The Veris end-to-end service offering unlocks the digital transformation needs of industry, spanning
spatial data collection, hosting, sharing, analytics, insights and modelling for clients with large-scale data
requirements, through to survey, planning, consulting and advisory services.
Statement of Compliance
The consolidated financial statements are general purpose financial statements prepared in accordance with
Australian Accounting Standards 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 26 August 2024.
Notes to the Consolidated Financial Statements
54
Notes to the Consolidated Financial Statements
Group Performance
1.
OPERATING SEGMENTS
The Group has only one operating segment during the year, being a fully integrated digital and spatial data
advisory and consulting firm with a national footprint servicing major metropolitan and regional centres across
Australia.
During the year there were no major customers of the Group, individually representing more than 10% of total
Group revenue (2023: 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. The loss after tax shown below reflects a post
transaction working capital adjustment related to the sale of Aqura Technologies Pty Ltd, that was agreed and
settled in FY2023 in accordance with the transaction documentation.
2024
2023
$000
$000
Results of Discontinued Operations
Profit (loss) on sale of discontinued operation
-
(179)
Profit (loss) from discontinued operations for the period, net of tax
-
(179)
Effect of disposal on the financial position of the Group
2024
$000
2023
$000
Trade & other payables
-
357
Net assets and liabilities
Cash consideration
-
-
357
(407)
Less related costs of sale
(129)
Loss/(Profit) on sale of subsidiary, net of tax*
-
179
* Prior year information relates to accounting adjustment of $179,000 for sale of Aqura Technologies which occurred in FY22.
3.
INVESTMENT IN ASSOCIATE
The Company holds an interest of 49% (2023: 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:
2024
2023
$000
$000
Opening balance of investment in associates 1 July
279
200
Share of net profit from equity accounted investments*
54
79
Distributions received from associates
(19)
-
Closing balance of investment in associates
314
279
* The Group has recognised it’s expected share of profit from EMFOX Pty Ltd.
55
Veris Limited | Annual Report 2024
Notes to the Consolidated Financial Statements
4.
EXPENSES
2024
2023
$000
$000
Employment expenses
66,650
72,847
Subcontractor costs and materials
8,602
8,587
IT expenses
3,075
2,854
Insurance expenses
1,447
1,435
Restructuring expenses
1,130
30
Other expenses
6,178
5,273
Total employment and other expenses
87,082
91,026
Depreciation - Property, plant and equipment
2,608
2,665
Depreciation - Right of use asset
5,211
5,354
Amortisation - Intangible asset
98
8
Impairment - Right of use asset
1,508
-
Total depreciation, amortisation and impairment
9,425
8,027
Total expenses
96,507
99,053
5.
EARNINGS / LOSS PER SHARE
2024
2023
$000
$000
Earnings / (losses) used to calculate basic EPS ($000)
(4,690)
892
Weighted average number of ordinary shares outstanding during the year
used in calculating basic EPS (number of shares)
512,698,908
521,777,202
Basic earnings / (losses) per share (cents per share)
(0.91)
0.17
Continuing operations
Earnings / (losses) used to calculate basic EPS ($000)
(4,690)
1,071
Weighted average number of ordinary shares outstanding during the year
used in calculating basic EPS (number of shares)
512,698,908
521,777,202
Basic earnings / (losses) per share (cents per share)
(0.91)
0.21
Diluted Earnings per share
Dilutive potential shares relate to Performance Rights granted to eligible employees under the Group’s
Employee Securities Incentive Plan (refer Note 23). There is no material impact on basic EPS arising from
dilutive potential shares.
56
Notes to the Consolidated Financial Statements
6.
SUBSEQUENT EVENTS
On 2 August 2024 the Company announced and effected the cancellation of 177,747 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.
Risk Management
7.
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 2024, the Group has reassessed all material judgements assumptions and 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.
Judgements in applying accounting policies that have a material impact 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 margin growth in project activity above activity levels recorded in the twelve months to 30
June 2024. Management has also assumed recovered revenue rates incrementally higher within the majority
of existing and new contracts. Assumptions regarding the efficiency and cost impact of the restructuring
initiatives undertaken throughout FY24 also underpin management’s forecast assumptions on which the
going concern basis has been applied. Furthermore, the Group is supported by a strong net cash balance of
$11.1 million at 30 June 2024, coupled with access to longstanding banking and lending relationships, which
together provide available capital to support the ongoing operations of the Group.
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.
57
Veris Limited | Annual Report 2024
Notes to the Consolidated Financial Statements
Risk Management (continued)
7.
ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)
Revenue recognition and contract assets(continued)
Revenue arises from providing professional services to our clients 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 16. 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.
8.
FINANCIAL INSTRUMENTS
The fair values and carrying amounts of various financial instruments recognised at reporting date are noted
below:
2024
2023
Carrying
Amount
Financial
Liabilities not
Measured at Fair
Value
Carrying
Amount
Financial
Liabilities not
Measured at Fair
Value
$000
$000
$000
$000
Lease liabilities
(15,903)
(15,903)
(18,957)
(18,957)
Loan
(4,970)
(4,970)
(5,044)
(5,044)
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 overleaf.
58
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:
2024
$000
2023
$000
Cash and cash equivalents
16,141
17,336
Trade and other receivables
Contract assets
14,606
4,008
14,083
5,642
34,755
37,061
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:
2024
$000
2023
$000
Current (not past due)
9,130
9,692
Past due 1 – 30 days
4,065
3,441
Past due 31 – 60 days
418
272
Past due 61 – 90 days
342
329
Past due 90 days
1,078
813
Provision for impairment
(427)
(464)
Total
14,606
14,083
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 $34,755,000 (2023: $37,061,000) for Australia. The allowance for impairment for trade
and other receivables for 2024 amounted to $427,000 (2023: $464,000). 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.
Notes to the Consolidated Financial Statements
59
Veris Limited | Annual Report 2024
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:
2024
$000
2023
$000
Balance 1 July under AASB 9
464
508
Impairment loss reversed
(37)
(44)
Impairment loss provided
-
-
Total
427
464
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:
2024
Non-derivative
financial
liabilities
Carrying
Amount
$000
Contractual
Cash Flows
$000
6 Months
or less
$000
6 – 12
Months
$000
1 – 2
Years
$000
2 – 5
Years
$000
>5
Years
$000
Lease liabilities
15,903
17,566
2,820
2,820
5,641
5,077
1,208
Trade and other
payables
9,548
9,548
9,548
-
-
-
-
Loan
4,970
4,970
846
846
1,692
1,586
-
30,421
32,084
13,214
3,666
7,333
6,663
1,208
2023
Non-derivative
financial
liabilities
Carrying
Amount
$000
Contractual
Cash Flows
$000
6 Months
or less
$000
6 – 12
Months
$000
1 – 2
Years
$000
2 – 5
Years
$000
>5
Years
$000
Lease liabilities
18,957
21,054
3,640
3,640
7,279
6,277
218
Trade and other
payables
7,227
7,227
7,227
-
-
-
-
Loan
5,044
5,044
660
660
1,320
2,404
-
31,228
33,325
11,527
4,300
8,599
8,681
218
Notes to the Consolidated Financial Statements
60
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 7.05% for loans and
borrowings (2023: 5.68%) detailed in note 20.
Interest sensitivity is calculated for a 1% change below:
2024
2023
+1%
-1%
+1%
-1%
Consolidated Group
$000
$000
$000
$000
Cash and cash equivalents
(161)
161
(173)
173
Bank borrowings
50
(50)
50
(50)
111
(111)
123
(123)
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 2024 no individually significant matters
exist where the Group estimates a more than remote likelihood of economic outflow.
As at 30 June 2024, the Group is a defendant in a WHS prosecution involving a workplace incident in July
2022 involving a staff member. The Group is defending all claims and charges associated with the incident,
however, notes that the process may result in fines or penalties being imposed of up to $1.5m.
Notes to the Consolidated Financial Statements
61
Veris Limited | Annual Report 2024
Working Capital
10. TRADE AND OTHER RECEIVABLES
2024
2023
$000
$000
Trade receivables
14,606
14,083
14,606
14,083
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
2024
2023
$000
$000
Trade and other payables
9,548
7,227
9,548
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
2024
2023
Current
$000
$000
Annual leave
3,504
4,019
Long service leave
2,408
2,486
Superannuation
409
671
Other employee provisions
150
237
6,471
7,413
Non-current
Long service leave
1,322
1,296
7,793
1,296
Notes to the Consolidated Financial Statements
62
13. PROPERTY, PLANT AND EQUIPMENT
2024
2023
$000
$000
Leasehold Improvements at cost
1,281
1,249
Less: accumulated depreciation
(1,181)
(1,104)
Carrying value of leasehold improvements
100
145
Plant and equipment at cost
39,478
37,808
Less: accumulated depreciation
(30,326)
(27,305)
Carrying value of plant and equipment (i)
9,152
10,503
Motor vehicles at cost
14,446
12,148
Less: accumulated depreciation
(10,002)
(7,899)
Carrying value of motor vehicles (ii)
4,444
4,249
Property at cost
24,744
23,885
Less: accumulated depreciation
(15,254)
(12,617)
Less: Impairment right of use asset(iii)
(1,508)
-
Carrying value of property
7,982
11,268
Total written down value
21,678
26,165
(i)
Carrying value of plant and equipment comprises of $8,703,000 (2023: $9,515,000) owned plant and equipment and $449,000 (2023: $987,000)
right of use assets.
(ii)
Carrying value of motor vehicles comprises of $37,000 (2023: $113,000) owned motor vehicles and $4,407,000 (2023: $4,137,000) right of use
assets.
(iii)
Impairment of $1,508,498 (2023: $Nil) on right of use asset relates to impairment on Melbourne office lease carrying value as at 30 June 2024.
Notes to the Consolidated Financial Statements
63
Veris Limited | Annual Report 2024
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.
2024
Leasehold
Improvements
$000
Plant &
Equipment
$000
Motor
Vehicles
$000
Total
$000
Carrying amount at 1 July 2023
145
9,515
113
9,773
Additions at cost
32
1,744
-
1,776
Transfer asset class/adjustments
-
(17)
-
(17)
Disposals at carrying value
-
(52)
(32)
(84)
Depreciation
(77)
(2,487)
(44)
(2,608)
Carrying amount at 30 June 2024
100
8,703
37
8,840
Right-of-use assets
Property
$000
Plant &
Equipment
$000
Motor
Vehicles
$000
Total
$000
Carrying amount at 1 July 2023
11,268
987
4,137
16,392
Additions at cost
898
19
2,068
2,985
Transfer asset class/adjustments
(39)
(42)
261
180
Disposals at carrying value
-
-
-
-
Depreciation
(2,637)
(515)
(2,059)
(5,211)
Impairment
(1,508)
-
-
(1,508)
Carrying amount at 30 June 2024
7,982
449
4,407
12,838
2023
Leasehold
Improvements
$000
Plant &
Equipment
$000
Motor
Vehicles
$000
Total
$000
Carrying amount at 1 July 2022
174
6,811
184
7,169
Additions at cost
59
3,035
-
3,094
Transfer asset class
-
2,190
-
2,190
Disposals at carrying value
-
-
(15)
(15)
Depreciation
(88)
(2,521)
(56)
(2,665)
Carrying amount at 30 June 2023
145
9,515
113
9,773
Right-of-use assets
Property
$000
Plant &
Equipment
$000
Motor
Vehicles
$000
Total
$000
Carrying amount at 1 July 2022
13,634
3,903
2,317
19,854
Additions at cost
475
110
3,515
4,100
Transfer asset class
(1)
(2,190)
1
(2,190)
Disposals at carrying value
-
-
(18)
(18)
Depreciation
(2,840)
(836)
(1,678)
(5,354)
Carrying amount at 30 June 2023
11,268
987
4,137
16,392
Impairment Loss
The Group assesses whether there are indicators that property, plant and equipment may be impaired at each
reporting date. There was impairment of $1,508,498 on right of use assets in 2024. (2023: $Nil)
Notes to the Consolidated Financial Statements
64
14. INTANGIBLE ASSETS
Development
Costs
Total
$000
$000
Carrying value 1 July 2023
271
271
Additions
29
29
Amortisation
(98)
(98)
Carrying amount at 30 June 2024
202
202
Development
Costs
Total
$000
$000
Carrying value 1 July 2022
-
-
Additions
279
279
Amortisation
(8)
(8)
Carrying amount at 30 June 2023
271
271
Taxation
15. INCOME TAX
2024
$000
2023
$000
Total
Total
Current tax – Australia
-
-
Deferred tax
(1,300)
500
Adjustment for prior periods
-
(898)
Non-recognition of current year deferred taxes
924
399
Derecognition of prior year deferred taxes
631
-
Income tax expense / (benefit) reported in income statement
255
-
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
2024
$000
2023
$000
Profit / (Loss) before income tax – continuing operations
(4,435)
892
Income tax at 30% (2023: 30%)
(1,330)
268
Add (less) tax effect of:
Other non-allowable / assessable items
30
232
Adjustment for prior periods
-
(898)
Non-recognition of current year deferred taxes
924
399
Derecognition of prior year deferred taxes
631
-
Income tax expense / (benefit) – continuing operations
255
-
Notes to the Consolidated Financial Statements
65
Veris Limited | Annual Report 2024
16. DEFERRED TAX ASSETS / LIABILITIES
Deferred tax
Assets
Liabilities
Net
2024
$000
2023
$000
2024
$000
2023
$000
2024
$000
2023
$000
Contract assets
-
-
(1,613)
(2,118)
(1,613)
(2,118)
Plant & Equipment
-
-
(1,065)
(938)
(1,065)
(938)
Right of use asset
-
-
(3,851)
(4,918)
(3,851)
(4,918)
Right of use liability
-
-
4,898
5,489
4,898
5,489
Employee Benefits
2,346
2,606
-
-
2,346
2,606
Provisions
128
139
449
489
577
629
Carried forward tax losses*
1,500
2,131
-
-
1,500
2,131
Other
791
926
(124)
(93)
667
833
Tax assets/ (liabilities)
4,765
5,802
(1,306)
(2,089)
3,459
3,714
Movement in deferred tax balances
2024
$000
2023
$000
Opening balance
3,714
3,714
Prior year adjustments(1)
-
898
Charge to profit or loss – continuing operations
1,300
(500)
Recognised / (Derecognised)*
(1,555)
(399)
Closing deferred tax asset
3,459
3,714
* Veris Limited tax consolidated group has carried forward tax losses available as at 30 June 2024. 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. Management have based their forecasts on the Board approved budget, which incorporates flow through benefits anticipated
from recent restructuring initiatives and which are expected to lead to improved operating performance and profitability. This does not impact the future
availability of such derecognised tax losses which at the 30 June 2024 year end were $12,837,000 (2023: $11,282,000). Management will continue to
reassess the recoverability of deferred tax assets at future reporting dates.
(1) During the prior 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
2024
$000
2023
$000
Cash at bank and in hand
16,141
17,336
Cash and cash equivalents in the statement of cash flows
16,141
17,336
The Group’s exposure to interest rate risk and a sensitivity analysis for the financial assets and liabilities
disclosed in note 8.
Notes to the Consolidated Financial Statements
66
18. RECONCILIATION OF CASH FLOW FROM OPERATIONS WITH PROFIT AFTER INCOME TAX
Cash flows from operating activities
2024
$000
2023
$000
Profit / (loss) after income tax
(4,690)
1,071
Non-cash flows in profit
Depreciation
7,820
8,019
Amortisation of intangible assets
98
8
Impairment of right of use asset
1,508
-
Share of profit of equity-accounted investees, net of tax
(54)
(79)
Other
-
(697)
Share based payments expense
45
232
Income tax expense / (benefit) from all operations
255
-
4,982
8,554
Change in trade and other receivables
(523)
1,654
Change in other assets
39
(236)
Change in contract assets
1,634
624
Change in trade payables
2,321
(1,354)
Change in provisions and employee benefits
(916)
(1,092)
Change in provisions – ROU make good
167
(123)
Net cash from operating activities
7,704
8,027
Movements in borrowings
$000
Opening balance 1 July 2023
24,001
Movements:
Proceeds from borrowings
1,035
Repayment of borrowings
(1,109)
Repayments of lease liabilities
(696)
(Repayment)/additional AASB 16 borrowings
(2,358)
Closing balance 30 June 2024
20,873
Notes to the Consolidated Financial Statements
67
Veris Limited | Annual Report 2024
19. LOANS AND BORROWINGS
Current liabilities
2024
$000
2023
$000
Lease liabilities
4,948
5,532
Loan
1,320
1,200
6,268
6,732
Non-current liabilities
Lease liabilities
10,955
13,425
Loan
3,650
3,844
14,605
17,269
Total loans and borrowings
20,873
24,001
For the currenting reporting period, interest expenses on lease liabilities were $838,124 (2023: $845,513);
information about the Group’s exposure to interest rate, and liquidity risks in included in Note 8.
20. TERMS AND DEBT REPAYMENT SCHEDULE
Terms and conditions of outstanding loans were as follows:
2024
$000
2023
$000
Nominal
interest rate%
Year of
maturity
Carrying
Amount
Carrying
Amount
Lease liabilities
2.84 – 8.85
2024 – 2031
15,903
18,957
Loan
6.88 – 7.13
2024 - 2027
4,970
5,044
20,873
24,001
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
Used
Unused
Facility
Available
Used
Unused
2024
2024
2024
2023
2023
2023
$000
$000
$000
$000
$000
$000
Loan(a)
5,000
(4,970)
30
5,262
(5,044)
218
Other(b)
2,450
(1,330)
1,120
2,450
(1,334)
1,116
Total financing facilities
7,450
(6,300)
1,150
7,712
(6,378)
1,334
(a)
The carrying amount of loans was $5.0 million as at 30 June 2024 (2023: $5.0 million).
(b)
Other facilities include a $2.0 million (2023: $2.0 million) contingent instrument facility and $450,000 (2023: $450,000) credit card facility.
Notes to the Consolidated Financial Statements
68
20. TERMS AND DEBT REPAYMENT SCHEDULE (CONTINUED)
Lease liabilities of the Group are payable as follows:
Future
minimum
lease
payments
Interest
Present
value of
minimum
lease
payments
Future
minimum
lease
payments
Interest
Present
value of
minimum
lease
payments
2024
2024
2024
2023
2023
2023
$000
$000
$000
$000
$000
$000
Less than 1 year
5,642
(693)
4,948
6,313
(781)
5,532
Between 1 & 5 years
11,707
(968)
10,739
14,524
(1,305)
13,219
After 5 years
218
(3)
215
218
(12)
206
17,567
(1,664)
15,903
21,055
(2,098)
18,957
Financing is arranged for major leasehold improvements, plant & equipment, and motor vehicle additions.
21. CAPITAL AND RESERVES
Share capital
2024
2023
2024
2023
$000
$000
No. of
Shares
No. of
Shares
Balance at the beginning of the year
50,780
51,670
514,410,131
523,749,464
Issue of ordinary shares related to dividend
reinvestment plan (net of costs)
114
-
1,666,861
-
Conversion of Performance Rights
-
-
1,767,706
-
Issued as consideration for business
combinations
-
-
-
-
Share buy-back
(483)
(890)
(8,387,026)
(9,339,333)
Balance at the end of the year
50,411
50,780
509,457,672
514,410,131
Movements of ordinary shares issued/(buy-back) during the year
On 7 November 2023, 1,666,861 ordinary fully paid shares were issued to shareholders under the Dividend
Reinvestment Plan at 7 cents per share.
Total of 8,387,026 ordinary fully paid shares cancelled pursuant to the on-market buy back.
Notes to the Consolidated Financial Statements
69
Veris Limited | Annual Report 2024
21. CAPITAL AND RESERVES (CONTINUED)
The Group does not have authorised capital or par value in respect of its issued shares.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled
to one vote per share at meetings of the Group. All shares rank equally with regard to the Group’s residual
assets.
Reserves
2024
2023
2024
2023
$000
Share Based
Payments
$000
Share Based
Payments
$000
Retained
Earnings/
(Accumulated
Losses)
$000
Retained
Earnings
(Accumulated
Losses)
Balance at the beginning of the year
2,878
2,646
(24,837)
(25,729)
Profit/ (loss) for the year
-
-
(4,690)
892
Dividends paid
-
-
(770)
-
Share based payment transactions
43
232
-
-
Balance at the end of the year
2,921
2,878
(30,297)
(24,837)
The retained earnings reserve represents profits of entities within the Group. Such profits are available to
enable payment of franked dividends in future years.
Notes to the Consolidated Financial Statements
70
22. DIVIDENDS
On 28 August 2023 the Company declared a fully franked dividend for 2023 of 0.15 cents per share, totalling
$770,083; (2023: Nil) with a record date of 19 September 2023 and payment date of 7 November 2023. The
cash component was $653,408 and $114,311 net of costs was transacted under the Dividend Reinvestment
Plan (DRP) component which applied to this dividend. On 7 November 2023, 1,666,861 shares were issued to
shareholders under the Dividend Reinvestment Plan at a price of 7.00 cents per share. The price per share was
based on a 2.5% discount to the 10-day volume weighted average price as determined in accordance with
clause 6 of the Dividend Reinvestment Plan rules.
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:
2024
$
2023
$
Franking account balance as at the end of financial year at 30% (2023: 30%)
5,183,999
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.
23. SHARE-BASED PAYMENTS
(a) Share – Based Payment expense
The share-based payment expense included within the statement of profit or loss can be broken down as
follows:
2024
$
2023
$
Performance Rights expense
43
232
Notes to the Consolidated Financial Statements
71
Veris Limited | Annual Report 2024
23. SHARE-BASED PAYMENTS (CONTINUED)
(b) Share – Based Payment Arrangements
As at 30 June 2024, the Group had the following equity settled share-based payment arrangements:
(i)
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 year ended 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 issued and affecting the financial year ending 30 June 2024, were as follows:
Long Term Incentive Plans
Grant date
Number of
Performance
Rights Granted
Vesting Date
Vesting
Conditions
Lapsed
Vested
FY2023 Long term incentive plan
- CEO (“FY23 LTI Plan”) (A)
19 October
2022
1,342,857
30 June
2024
Market (B)
1,342,857
-
FY2023 Long term incentive plan
- CEO (“FY23 LTI Plan”) (A) (B) (C)
19 October
2022
1,342,857
30 June
2024
Non-Market
(C)
1,342,857
-
FY2023 Long term incentive plan
- CFO (“FY23 LTI Plan”) (A) (B) (C)
3 March
2023
782,143
30 June
2024
Market (B)
782,143
-
FY2023 Long term incentive plan
- CFO (“FY23 LTI Plan”) (A) (B) (C)
3 March
2023
782,143
30 June
2024
Non-Market
(C)
782,143
-
FY2023 Long term incentive plan
– Senior Employees (“FY23 LTI
Plan”) (A) (B) (C)
3 March
2023
717,858
30 June
2024
Market (B)
717,858
-
FY2023 Long term incentive plan
– Senior Employees (“FY23 LTI
Plan”) (A) (B) (C)
3 March
2023
717,858
30 June
2024
Non-Market
(C)
717,858
-
5,685,716
5,685,716
(A)
On vesting, Performance Rights will automatically convert to ordinary shares on a one for one basis. Performance Rights that do not vest will lapse.
An unvested Performance Right will lapse upon the earlier to occur of:
i.
failure to satisfy the applicable vesting conditions;
ii. the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
iii. the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right;
iv. in the opinion of the Board, the holder commits any fraudulent or dishonest act or is in breach of his or her obligations to the Company or
subsidiary;
v. the expiry date.
(B)
Performance rights will vest upon continued employment to 30 June 2024 and achieving earnings per share (EPS) target of $0.0039.
(C)
Performance rights will best upon continued employment to 30 June 2024 and on a percentage basis as determined by total shareholder returns as
follows
i.
<12.5% p.a. compounded
Nil performance rights vest
ii. 12.5% p.a. compounded
50% of performance rights vest
iii. >12.5% p.a compounded, <20% p.a. compounded
Pro-rate vesting between 50% and 100%
iv. At or above 20% p.a. compounded
100% of performance rights vest
Notes to the Consolidated Financial Statements
72
23. SHARE-BASED PAYMENTS (CONTINUED)
(ii) Short term incentive plans and performance rights
Short Term Incentive Plans and
Performance Rights
Grant date
Number of
Performance
Rights Granted
Vesting Date
Lapsed
Vested
FY2024 Short term incentive plan
(“FY24 STI Plan”) (A) (B) (C)
5 October
2023
4,630,000
30 June 2024
4,630,000
-
FY2024 Short term incentive plan
CEO (“FY24 STI Plan CEO”) (A) (B)
18 October
2023
1,500,000
30 June 2024
1,500,000
-
Performance Rights COO (A) (D)
2 April 2024
1,250,000
1 April 2025
-
-
7,380,000
6,130,000
(A)
On vesting, Performance Rights will automatically convert to ordinary shares on a one for one basis. Performance Rights that do not vest will lapse.
An unvested Performance Right will lapse upon the earlier to occur of:
i.
failure to satisfy the applicable vesting conditions;
ii. the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
iii. the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right;
iv. in the opinion of the Board, the holder commits any fraudulent or dishonest act or is in breach of his or her obligations to the Company or
subsidiary;
v. the expiry date.
(B)
Based on continued employment to 30 June 2024 and achieving targeted net profit before tax.
(C)
Granted to the CFO, COO (Julie Stanley) and senior employees.
(D)
Granted to the new COO (Angus Leitch), on commencement of his employment. Based on continued employment to 1 April 2025.
Notes to the Consolidated Financial Statements
73
Veris Limited | Annual Report 2024
23. 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 Incentive Plans 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
Tranche
B(A)
Tranche
D(A)
Performance
Shares(B)
Performance
Rights(C)
Performance
Rights(D)
Performance
Rights(E)
Absolute
TSR
EPS
Target
EPS
Target
EPS
Target
EPS
Target
Continued
employment
Weighting of
Performance Measure
25%
25%
100%
100%
100%
100%
Exercise price
N/A
N/A
N/A
N/A
N/A
N/A
Volatility(F)
60%
60%
N/A
N/A
N/A
N/A
Performance Period
1 Year:
1 Jul 2023
– 30 Jun
2024
2 Years:
1 Jul
2022 – 30
Jun 2024
1 Year:
1 Jul 2023 –
30 Jun 2024
1 Year:
1 Jul 2023 –
30 Jun 2024
1 Year:
2 Apr 2024 –
1 Apr 2025
Risk-free Rate
3.37%
3.37%
3.14%
N/A
N/A
N/A
Remaining Life (years)
-
-
-
-
-
0.75
Share price at grant
date
$0.091
$0.091
$0.072
$0.07
$0.07
$0.062
Fair value at grant date
$0.045
$0.09
$0.072
$0.07
$0.07
$0.06
(A)
Granted to Managing Director and CEO, CFO and CCO (FY23 LTI plan)
(B)
Granted to senior employees
(C)
Granted to CFO, COO (Julie Stanley) and senior employees (FY24 STI plan)
(D)
Granted to Managing Director and CEO (FY24 STI plan CEO)
(E)
Granted to COO (Angus Leitch) (Performance Rights COO)
(F)
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.
(c) Unvested Unlisted Performance Rights
There were 11,815,716 unvested unlisted Performance Rights that remained on issue at 30 June 2024 (2023:
11,371,432).
Notes to the Consolidated Financial Statements
74
OTHER INFORMATION
24. RELATED PARTIES
Key management personnel compensation
The key management personnel (including Executive Director) compensation included in ‘employee benefits’ is
as follows:
2024
2023
$
$
Short-term employee benefits
1,536,478
1,724,059
Post-employment benefits
103,911
107,403
Share-based payment
44,958
104,307
Termination benefit - Cash
13,653
-
1,699,000
1,935,769
During the year, the Company did not have or repay any loans from related parties (2023: $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.
24. AUDITOR’S REMUNERATION
Audit and review services
2024
2023
KPMG
$
$
Audit and review of financial reports
Other assurance services
231,000
-
221,000
22,985
231,000
243,985
GROUP STRUCTURE
25. SUBSIDIARIES AND ASSOCIATES
The following entities are consolidated:
Name of Entity
Relationship
Country of
Ownership Interest
Incorporation
2024
2023
%
%
Veris Limited
Parent Entity
Australia
Veris Australia Pty Ltd
Controlled
Entity
Australia
100
100
The following entity is not consolidated:
EMFOX Pty Ltd t/a Wumara Group
Associated
Entity
Australia
49
49
Notes to the Consolidated Financial Statements
75
Veris Limited | Annual Report 2024
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 2024, after
eliminating all transactions between parties to the Deed of Cross Guarantee, as of and for the year ended 30
June 2024 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 2024.
27. PARENT ENTITY DISCLOSURES
As at, and throughout, the financial year ended 30 June 2024 the parent company of the Group was Veris
Limited.
Results for the Year
2024
2023
$000
$000
(Loss) / Profit for the year
(4,690)
234
Other comprehensive income
-
-
Total comprehensive (loss) / profit for the year
(4,690)
234
Financial position of parent entity at year end
2024
2023
$000
$000
Assets
Current assets
112
144
Non-current assets
22,923
28,685
Total assets
23,035
28,829
Liabilities
Current liabilities
-
8
Non-current liabilities
-
-
Total liabilities
-
8
Net assets
23,035
28,821
Equity
Share capital
50,411
50,780
Reserves and Accumulated loss
(27,376)
(21,959)
Total equity
23,035
28,821
Notes to the Consolidated Financial Statements
76
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.
Notes to the Consolidated Financial Statements
77
Veris Limited | Annual Report 2024
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(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.
(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.
Notes to the Consolidated Financial Statements
78
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(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.
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.
Notes to the Consolidated Financial Statements
79
Veris Limited | Annual Report 2024
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(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
14-33%
Motor vehicles
14-20%
Leasehold Improvements
20%
Property
8-20%
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
(d) Intangible assets
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.
Notes to the Consolidated Financial Statements
80
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(e) Impairment
(i)
Non-financial assets
The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists, then
the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the
smallest group of assets that generates cash inflows from continuing use that are largely independent of
the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in
a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are
expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its
recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect
of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units
and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
Any impairment loss on a disposal group first is allocated to goodwill, and then to remaining assets and liabilities
on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets and
employee benefit assets, which continue to be measured in accordance with the Group’s accounting policies.
Impairment losses on initial classification as held for sale and subsequent gains of losses on re-measurement
are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.
Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortised
or depreciated.
(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.
Notes to the Consolidated Financial Statements
81
Veris Limited | Annual Report 2024
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(g) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle
the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability.
(h) Revenue
Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.
Construction contract revenue is recognised in profit or loss in proportion to the stage of completion of
the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work
performed.
Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims
and incentive payments, to the extent that it is probable that they will result in revenue and can be measured
reliably. As soon as the outcome of a contract can be estimated reliably, contract revenue is recognised in
profit or loss in proportion to the stage of completion of the contract. Contract expenses are recognised as
incurred unless they create an asset related to future contract activity.
(i) Contract assets
Contract assets represents the gross unbilled amount expected from customers for contract work performed
to date. It is measured at cost plus profit recognised to date less progress billings and recognised losses. Cost
includes all expenditure related directly to specific projects and an allocation of fixed and variable overheads
incurred in the Group’s contract activities based on normal operating capacity.
Contract liabilities (income received in advance) represents billings in advance of work completed.
(j) Finance income and expense
Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in
profit or loss, using the effective interest method. Finance expenses comprise interest expense on borrowings.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying
asset are recognised in profit and loss using the effective interest method.
(k) Taxation
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.
Notes to the Consolidated Financial Statements
82
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Taxation (continued)
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. The recoverability of this deferred tax asset is dependent on the generation of sufficient taxable
income to utilise those tax losses. Management judgements and estimates are required in the assessment
of this recoverability, including forecasting sufficient future taxable income. Deferred tax is not recognised for
the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a
business combination and that affects neither accounting nor taxable profit or loss, and differences relating
to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not
reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences
arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to
be applied to the temporary differences when they reverse, based on the laws that have been enacted or
substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on
different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets
and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(i)
Tax consolidation
The Group and its wholly-owned entities are part of a tax-consolidated group. As a consequence, all members
of the tax-consolidated group are taxed as a single entity from that date. The head entity within the tax-
consolidated group is Veris Limited.
The Group recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the
extent that it is probable that future taxable profits of the tax-consolidated group will be available against which
the asset can be utilised. Any subsequent period adjustments to deferred tax assets arising from unused tax
losses as a result of revised assessments of the probability of recoverability is recognised by the head entity
only.
(ii)
Nature of tax funding arrangements and tax sharing arrangements
The head entity, in conjunction with other members of the tax-consolidated group, has entered into a tax
funding arrangement which sets out the funding obligations of members of the tax-consolidated group in
respect of tax amounts. The head entity in conjunction with other members of the tax-consolidated group
has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of
the allocation of income tax liabilities between the entities should the head entity default on its tax payment
obligations. No amounts have been recognised in the financial statements in respect of this agreement as
payment of any amounts under the tax sharing agreement is considered remote.
Notes to the Consolidated Financial Statements
83
Veris Limited | Annual Report 2024
29. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Taxation (continued)
(iii) Goods and services tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except
where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the
GST is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable
from, or payable to, the ATO is included as a current asset or liability in the balance sheet. Cash flows are
included in the statement of cash flows on a gross basis. The GST components of cash flows arising from
investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating
cash flows.
(l) Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted
average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting
the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares
outstanding for the effects of all dilutive potential ordinary shares, which comprise performance rights granted
to employees.
(m) Segment reporting
The Group determines and presents operating segments based on the information that internally is provided to
the 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.
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.
Notes to the Consolidated Financial Statements
84
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 2023, including:
-
Amendments to AASB 112 - International Tax Reform – Pillar Two Model Rules
-
Amendments to AASB 7, AASB 101, AASB 108 and AASB 134 – Disclosure of Accounting Policies and
Definition of Accounting Estimates
-
Amendments to AASB 1 and AASB 112 – Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
-
AASB 17 – Insurance Contracts.
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:
-
Amendments to AASB 107 and AASB 7 – Supplier Finance Arrangements
-
Amendments to AASB 101 – Classification of Liabilities as Current or Non-current
-
Amendments to AASB 101 – Non-current Liabilities with Covenants
-
Amendments to AASB 16 – Lease Liability in a Sale and Leaseback
-
Amendments to AASB 10 and AASB 128 – Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture
-
Amendments to AASB 121 – Lack of exchangeability
-
AASB 18 - Presentation and Disclosure in Financial Statements.
Notes to the Consolidated Financial Statements
85
Veris Limited | Annual Report 2024
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.
Notes to the Consolidated Financial Statements
86
The following table provides a list of all entities included in the Group’s consolidated financial statements,
prepared in accordance with the requirements of Section 295(3A) of the Corporations Act. The ownership
interest is only disclosed for those entities which are a body corporate, representing the direct and indirect
percentage share capital owned by the Company.
Name of
Entity
Relationship
Type of
Entity
Country of
Incorporation
Australia or
Foreign Tax
Resident
Jurisdiction
for
Foreign Tax
Resident
% of Share
Capital Held
Directly or Indirectly
by the Company in
the Body Corporate
Veris Limited (A)
Parent
Body
corporate
Australia
Australia
N/A
Veris Australia
Pty Ltd (B)
Controlled
Body
corporate
Australia
Australia
N/A
100
(A)
Veris Limited is the holding company listed on the ASX and incorporated in Australia.
(B)
Veris Australian Pty Ltd is the operating subsidiary of the Company, incorporated in and operates in Australia.
Key assumptions and judgements
Determination of Tax Residency
Section 295 (3A) of the Corporations Acts 2001 requires that the tax residency of each entity which is included
in the Consolidated Entity Disclosure Statement (CEDS) be disclosed. In the context of an entity which was an
Australian resident, “Australian resident” has the meaning provided in the Income Tax Assessment ACT 1997.
The determination of tax residency involves judgement, as the determination of tax residency is highly fact
dependent.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the
Commissioner of Taxation’s public guidance in Tax Ruling TR 2018/5.
Consolidated Entity Disclosure Statement
For the year ended 30 June 2024
87
Veris Limited | Annual Report 2024
1. In the opinion of the directors of Veris Limited (“the Company”):
(a) the consolidated financial statements and notes set out on pages 49 to 85 and the Remuneration
report on pages 37 to 46 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 2024 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.
(c) the Consolidated entity disclosure statement as at 30 June 2024 set out on pages 86 is true and
correct.
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 2024.
4. The directors draw attention to page 53 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 26 August 2024
Directors’ Declaration
88
Independent Auditor’s Report
To the shareholders 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 gives a true and fair
view, including of the Group’s financial
position as at 30 June 2024 and of its financial
performance for the year then ended, in
accordance with the Corporations Act 2001, in
compliance with Australian Accounting
Standards and the Corporations Regulations
2001.
The Financial Report comprises:
x
Consolidated Statement of Financial Position as at
30 June 2024;
x
Consolidated Statement of Profit or Loss and
Comprehensive Income, Consolidated Statement
of Changes in Equity, and Consolidated Statement
of Cash Flows for the year then ended;
x
Notes, including material accounting policies;
x
Consolidated Entity Disclosure Statement and
accompanying basis of preparation as at
30 June 2024; and
x
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.
89
Veris Limited | Annual Report 2024
Key Audit Matters
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.
This matter was 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 this matter.
Recognition of Revenue ($92.592m) and Contract Assets ($4.008m)
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:
y
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
y
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:
y
Obtaining an understanding of the Group’s key
processes for recognition of revenue from
contracts with its customers;
y
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);
y
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;
y
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; and
y
Assessing the appropriateness of disclosures in
the financial statements using our
understanding obtained from our testing and
against the requirements of AASB 15.
90
Other Information
Other Information is financial and non-financial information in in Veris Limited’s annual report 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:
x
Preparing the Financial Report in accordance with the Corporations Act 2001, including giving a true
and fair view of the financial position and performance of the Group, and in compliance with
Australian Accounting Standards and the Corporations Regulations 2001;
x
Implementing necessary internal control to enable the preparation of a Financial Report in
accordance with the Corporations Act 2001, including giving a true and fair view of the financial
position and performance of the Group, and that is free from material misstatement, whether due to
fraud or error; and
x
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:
x
To obtain reasonable assurance about whether the Financial Report as a whole is free from material
misstatement, whether due to fraud or error; and
x
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.
91
Veris Limited | Annual Report 2024
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report of
Veris Limited for the year ended 30 June 2024,
complies with Section 300A of the
Corporations Act 2001.
Directors’ responsibilities
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 37 to 46 of the Directors’ report for the year
ended 30 June 2024.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
KPMG
Glenn Diedrich
Partner
Perth
26 August 2024
92
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 2024 there have been:
i.
No contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
ii.
No contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
Glenn Diedrich
Partner
Perth
26 August 2024
93
Veris Limited | Annual Report 2024
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 26 July 2024
Top 20 Shareholders of Quoted Securities
Rank
Name
Shares
% of Issued
Capital
1
SHERKANE PTY LTD
103,247,357
20.27
2
CARRIER INTERNATIONAL PTY LIMITED
42,908,331
8.42
3
OCEAN TO OUTBACK ELECTRICAL PTY LTD
35,005,229
6.87
4
MR BRIAN ELTON
28,586,321
5.61
5
ICON HOLDINGS PTY LTD
19,521,494
3.83
6
CONCEPT WEST COMMUNICATIONS PTY LTD
11,508,540
2.26
7
ELTON PROPERTY PTY LTD
11,160,829
2.19
8
EVANS FAMILY NOMINEES PTY LTD
9,715,309
1.91
9
SHEFFIELD MANAGEMENT PTY LTD
5,173,732
1.02
10
RIKO PTY LTD
5,000,000
0.98
11
BNP PARIBAS NOMINEES PTY LTD
4,956,551
0.97
12
MS JENNY LEE RUDOLPH
4,829,104
0.95
13
ROUND ETERNAL INVESTMENTS PTY LTD
4,700,000
0.92
14
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
4,404,478
0.86
15
MRS JASMINE KRKLJES
4,400,000
0.86
16
SILCHESTER INVESTMENTS PTY LTD
4,378,482
0.86
17
MANDEL PTY LTD
4,350,000
0.85
18
ROCKDALE FARMING PTY LTD
4,214,285
0.83
19
MILES AND MILES PTY LTD
4,000,603
0.79
20
OCEAN TO OUTBACK ELECTRICAL PTY LTD
3,936,586
0.77
Total
315,997,231
62.03
Additional Information
94
Additional Information
Substantial Holders of 5% or more of fully paid ordinary shares
Shareholder
Shares
Voting Power
SHERKANE PTY LTD
103,247,357
20.27%
CARRIER INTERNATIONAL PTY LIMITED
42,908,331
8.42%
OCEAN TO OUTBACK ELECTRICAL PTY LTD
(and other related parties of Adam Lamond)
35,005,229
6.87%
MR BRIAN ELTON
28,586,321
5.61%
Distribution of Shareholders
Spread of Holdings
Ordinary
Shares
Performance
Rights
1 - 1,000
49
-
1,001 - 5,000
68
-
5,001 - 10,000
97
-
10,001 - 100,000
332
-
100,001+
316
8
Total on Register
862
8
Non-Marketable Parcels
Number of shareholders holding less than a marketable parcel is 185.
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 11,815,716 unissued shares of the group under performance rights as
follows:
FY2023 Long Term Incentive Plan (“FY23 LTI Plan”)
5,685,716
FY2024 Short Term Incentive Plan (“FY24 STI Plan”)
3,380,000
FY2024 Short Term Incentive Plan CEO (“FY24 STI Plan CEO”)
1,500,000
Performance Rights COO
1,250,000
TOTAL
11,815,716
Securities Exchange
The Group is listed on the Australian Securities Exchange. The Home exchange is Perth. The ticker code is
VRS.
95
Veris Limited | Annual Report 2024
Corporate Directory
Board of Directors
Karl Paganin (Non-Executive Chairman)
Michael Shirley (Managing Director & CEO)
Brian Elton (Non-Executive Director)
David Murray (Non-Executive Director)
Jason Waller (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 17, 221 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
Bankers
Commonwealth Bank of Australia
95 William Street
Perth WA 6000
T: +61 8 9282 7004
Westpac Banking Corporation
130 Rokeby Road
Subiaco WA 6008
T: +61 8 6389 6344
Stock exchange
Australian Securities Exchange Limited
Company code: VRS
96
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CORPORATE OFFICE
PERTH
41 Bishop Street
Jolimont WA 6014
PO Box 90
Wembley WA 6913
T: 08 6241 3333
E: veris@veris.com.au
VRS ASX
veris.com.au