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VERIS LIMITED AGM Information 2025

Oct 20, 2025

66021_rns_2025-10-20_5d632483-90ff-4d8a-a42e-8559f5110873.pdf

AGM Information

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FY25 Annual General Meeting

Veris Limited - ASX:VRS October 2025

A fully integrated digital and spatial data advisory and consulting firm

Acknowledgement of Country

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As we are located across 14 offices and perform our services at many locations, we acknowledge Aboriginal and Torres Strait Islander peoples as the traditional owners and custodians of this land and the places on which we live and work.

We respect and honour Aboriginal and Torres Strait Islander Elders past, present and future. We acknowledge the stories, traditions and living cultures of Aboriginal and Torres Strait Islander peoples on this land and commit to building a brighter . future together

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Chairman’s address

Karl Paganin, Chairman

Board of Directors

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Karl Paganin David Murray Non-Executive Non-Executive Chairman - WA Director - NSW

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Brian Elton Non-Executive Director - NSW

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Jason Waller Non-Executive Director - WA

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Michael Shirley Managing Director & CEO - VIC

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Veris Update Michael Shirley, MD/CEO Steve Harding, CFO

Veris (ASX:VRS): A fully integrated digital and spatial data advisory and consulting firm

Company Profile

Our Services

Our Values

14 450+ Offices People across Australia

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Industry Sectors

Transport Utilities Government Property & Energy & Defence Buildings Resources

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SPATIAL INSIGHTS &
SOLUTIONS
ENGINEERING
SURVEY
PROPERTY
SURVEY
CONSULTING &
ADVISORY
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49% interest in Indigenousowned Wumara Group

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FY25 Results Summary

by a strong cash position and order book.

Revenue

m $97.2

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up from $92.6m in FY24.

FY25 Dividend

0.2 cps

FY25 fully franked dividend representing ~55% payout ratio.

Profit before tax

m $2.0

up from loss of $4.4m in FY24. Shareholder returns + m $3.2

In capital management initiatives FY23 – FY25 equaling 10% of market cap.

Gross Profit Margin 36.5%

up from 32.6% in FY24. Cash Balance m $16.6

vs $16.1m FY24.

Digital & Spatial share of revenue 25%

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up from 17% in FY24.

Order Book

  • m $65

Strong foundation of committed work to be delivered.

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FY25 Highlights – Building Momentum into FY26

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Now (FY25 Achievements)

Sustainable profitability: Returned to profitability after FY24 loss.

Revenue & margin growth: Delivered solid top-line improvement with stronger margins.

Digital momentum: Digital & spatial services now a considerable share of revenue.

Strategic progress: M&A, transformation initiatives are delivering.

Strong foundation: Robust cash position supports disciplined investment.

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Next (FY26 & Beyond )

Digital-led growth: Scaling digital, AI products and solutions to meet client demand.

C&A expansion: integrated Consulting and Advisory services as a core differentiator.

Focus on Margin: Margin expansion through selective client / project mix and national delivery model.

Pipeline Conversion: Converting targeted and strategic opportunities into revenue.

Capital discipline: Continue buyback and explore shareholder return options.

8

Accelerating Advisory & Digital Growth – Mesh & Parsel

Veris has executed a Share Sale Agreement to acquire 100% of Mesh Livable Communities Pty Ltd (“Mesh”), and a 50% equity stake in Mesh’s digital solution business, Parsel.

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  • Mesh is a Melbourne-based specialist planning, urban design and landscape architecture consultancy.

  • Mesh has a team of 28 experienced professionals and generated over $5.5 million in revenue in FY25.

  • Mesh operates primarily in Victoria but also serves markets in Tasmania, South Australia, and Queensland.

  • Client base includes government agencies, private developers, and legal and commercial advisors.

  • Parsel is Mesh’s proprietary, subscription-based digital platform.

  • Parsel revolutionises the way developers, planners, councils, and consultants plan for and manage shared infrastructure plans.

  • It is an award-winning solution for simplifying and streamlining land use and infrastructure planning.

  • It saves time, cuts costs and eliminates errors.

  • Parsel generates a direct subscription revenue, while .

  • also driving follow-on consulting opportunities

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Strategic rationale – Mesh & Parsel

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A Compelling Strategic fit

Financial and Operational Benefits

Market Expansion, Innovation and Reach

  • Higher-margin Advisory: Accelerates Veris shift toward higher-margin advisory services.

  • Digital strategy and revenue streams: Parsel adds a scalable, subscription-based revenue stream to Veris’ digital portfolio.

  • Multidisciplinary value: Unlocks further potential for integrated consulting and advisory engagements.

Earnings accretive: expected to be earnings accretive in year one and generate over $6m of revenue on an annualised basis.

Immediate synergies : Identified office and ICT cost savings, improved utilisation, and expanded client-services revenue.

Scalable integration: Enhanced market presence without a material increase in Veris functional overheads.

East Coast growth: Expands Veris’ position in the growing property and planning market on the east coast.

Scalable digital platform: Parsel creates national expansion opportunities by enabling a technology-driven planning solution.

Diversified client base: Combines relationships across government agencies, private developers and legal/commercial advisors.

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Transform: Executing our Strategy

We’re transforming into a uniquely-positioned professional services firm that is:

Digitally differentiated

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Leveraging cutting-edge digital tools and platforms to deliver smarter, faster, and more scalable solutions.

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Anchored in spatial data

Building on our deep domain expertise and spatial data assets to deliver unique insights and value.

Value-driven

Shifting from commoditised pricing and volume to value-based pricing models that reflect the strategic impact of our work.

Diversifying revenue

Expanding beyond traditional survey services into consulting, advisory, and digital solutions that open new revenue streams.

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Scaling for Higher-Margin growth

Expanding Digital & Spatial + Consulting & Advisory (C&A)

Survey remains a core offering, but as a standalone service it’s lower-margin; we create value when we convert spatial data into digital solutions and insights, and provide our clients with integrated consulting and advisory across the asset lifecycle.

Transformation / Growth Levers

Payoff

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Scale

Digital & Spatial

  • Drive proprietary platform uptake.

  • Embed a digital-first model on every project.

  • Monetise data, not just time.

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Deepen C&A Expertise

  • Capability build (targeted senior hires).

  • Secure early-stage project roles (move upstream).

  • Deliver digitally by default.

Targeted M&A optionality

  • Pursue accretive acquisitions.

  • Objective: Accelerate strategy.

  • Integration approach through proven track record.

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Moving Up the Value Chain

  • Different revenue streams & higher margin.

  • Revenue quality upgrade.

  • From price-taker to problem-solver.

  • Stickier client relationships.

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Digital and Advisory: A Cross-Sell Driver for Growth

  • Advisory

Digital Solutions

  • Digital Advisory

  • Planning & Urban Design

  • Property Consulting

  • Environmental Services

  • Revenue from project-based advisory, government contracts

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  • Digital platforms (e.g. RoadSiDE, BridgeSiDe, Parsel)

  • Digital twins, GIS, analytics

  • Application Development

  • Revenue from analytics, licensing, subscriptions, managed services

Scalable Growth & Cross-Sell Potential

Advisory insights fuel digital product development, while digital engagements open doors for strategic consulting - creating a fl wheel of scalable rowth and cross-sell o ortunities. y g pp

Recurring Revenue & Margin Expansion

Our integrated model generates recurring revenue streams from digital platforms while enabling higher-margin advisory en a ements - drivin sustainable rofitabilit . g g g p y

.

Client-Centric Innovation

Veris doesn’t just sell tools or advice - we build adaptive solutions that evolve with client needs, deepening relationships and increasin client stickiness. g

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Emerging & Future Business Model for Growth

Legacy Business Model

Emerging & Future Business Model

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Consulting Time & Hours

Our primary revenue comes from consulting services, billed by the hour.

While this model has served Veris well, it is inherently limited by the number of hours we can bill.

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Consulting Time & Hours

Digital Solutions & Revenue streams

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This continues to be a core focus on the back of industry leading skillsets and state of the art technology.

Our digital solutions, developed from our consulting work, provide a foundation for new revenue streams.

They offer exponential revenue scalability and generate higher margins.

Our Digital Solutions and revenue streams feed our Consulting & Advisory services and also originate from it.

Managed Software Analytics Services Sales

Apps Subscriptions Existing datasets

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Veris Digital Solutions - Investment Rationale

Capture the physical world. Create a trusted digital replica. Apply AI to scale insight.

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The Problem

Our Solution

Strategic Value

  • Siloed, low-trust data across planning, delivery & operations increases risk and slows decisions.

  • Rising compliance & stakeholder scrutiny demands transparent, auditable analytics.

  • High inspection cost & safety exposure from labour-intensive site work.

Reality capture baseline: leading edge tech (eg drones, laser scanning, 360° imagery) rapidly capture asset condition.

  • Digital replica (digital twin): of asset is built to enable virtual inspections.

  • AI-driven analytics & reporting: automate defect detection, condition assessments & interactive reports.

  • Secure, cloud platforms: host data, share and collaborate.

  • Margin mix shift to higher-value, scalable, data-led services (beyond commoditised survey).

  • Recurring & sticky revenue from platforms, hosting & managed analytics (customer lock-in).

Defensible data moat from capture-first advantage & lifecycle engagement.

  • Secular tailwinds: growing adoption of digital twins, spatial analytics & AI across infrastructure.

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Digital Strategy Momentum

Veris’ suite of proprietary cloud-based, AI enabled digital platforms allow clients to easily visualise and interrogate spatial data for their most important assets.

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Ro Ro adS adS iDe iDe

Greenfields Live Virtual Asset Updates and Condition Document Assessment for Repository Roads

Ro adS iDe Rapid 3D A Connected Optioneering for Digital Replica of a Master Planning Physical Asset Visualisation

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Virtual Asset Interactive, Inspections for Automated AI Bridges and Driven Dilapidation Infrastructure Reports

Developed, tested, in-market and gaining traction

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Digital Solutions: Featured Products

RoadSiDe

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The Ultimate Solution for Road Asset Management

The Smarter Way to Virtually Inspect Bridges, Dams and Infrastructure

Watch Video: https://vimeo.com/1128074623?share=copy&fl=sv&fe=ci

Watch Video:

https://vimeo.com/user142352222/bridgeside?share=copy

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FY25 Financial Update

Execution of Strategic Transformation Driving Profitability

Veris P&L $M FY21 FY22 FY23 FY24 FY25 Revenue 77.4 92.4 100.9 92.6 97.2 Gross Profit Margin % 28.9% 30.4% 31.4% 32.6% 36.5% EBITDA 6.5 10.0 10.2 6.7 10.0 EBITDA Margin % 8.4% 10.8% 10.1% 7.2% 10.3% PBT (2.5) 0.1 1.0 (4.4) 2.0 PBT Margin % (3.2%) 0.1% 1.1% (4.8%) 2.0%

Highlights

5% revenue growth yoy.

  • Gross profit margin expansion continuing

‒ Larger clients, higher value projects

  • Higher margin services and solutions

  • ‒ Less commoditised

‒ Digital platforms disrupting traditional methodologies.

  • Restructured operating model delivered overhead efficiencies driving stronger EBITDA and PBT margins.

  • Strong turnaround in profitability.

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High Value Projects. Stronger Margins. Strategic Investment

Revenue & Gross Profit Margin %

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110 38.0%
36.5%
100
36.0%
90
34.0%
80
32.0%
32.6%
70
31.4%
30.4% 30.0%
60
28.0%
50
40 26.0%
FY22 FY23 FY24 FY25
Revenue Gross Profit Margin %
Revenue ($m)
Gross Profit Margin %
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Increasing Digital & Spatial Revenue %

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30.0%
25.0%
25.0%
20.0%
17.0%
15.0%
11.0% 10.6%
10.0%
5.0%
0.0%
FY22 FY23 FY24 FY25
% of revenue
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Highlights

  • Larger clients, larger projects, less volume of projects delivering gross profit margin % expansion

‒ Higher value work

‒ Less commoditised.

Increased proportion of revenue from Digital & Spatial projects

  • Invested in leading edge skillsets and data capture technology

  • Analytics and platforms

  • Hosting & modelling.

  • Continued internal investment in expanded capabilities to support strategic execution

– Solution innovation

  • Analytics

  • BD capabilities

  • Modelling

  • Consulting & Advisory skillsets.

  • Platform design

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Higher quality revenues delivering stronger cash conversion

Cash Flow Conversion

  • Improving cash flow from operations reflecting:

Improving Operating Cash Flow Conversion

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110 10.0%
100
9.0%
90
80 8.0%
70
7.0%
60
50
6.0%
40
30 5.0%
20
4.0%
10
0 3.0%
FY22 FY23 FY24 FY25
Revenue Operating Cash flow ratio
Revenue ($m)
Operating Cash Flow ratio %
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– Higher project margin delivery

  • Strong focus on working capital management

  • Cost control.

  • Crystallisation of operating cash flows enabling continued investment in:

  • Market-leading skillsets in spatial data analytics

  • Internal development of proprietary platforms and solutions to disrupt traditional markets.

  • $3.2m+ returned to shareholders in capital management initiatives during FY23–25.

  • Strong cash balance provides optionality for further M&A opportunities.

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Strong Capital Base and Balance Sheet

Balance Sheet Jun25 Jun24
Cash 16.6 16.1
Debtors & WIP 20.3 18.6
P,P&E 8.0 8.9
ROU Lease Assets
DTA, Intangibles, Other
14.8
9.0
12.8
6.0
Total Assets 68.7 62.4
Trade Creditors 10.4 9.6
Employee Benefits (C + NC) 10.6 7.8
HP Lease Liabilities (C + NC) 0.2 0.7
Borrowings 3.7 5.0
ROU Leases (Current) 4.3 4.4
ROU Leases (Non-Current) 11.9 10.7
Other Liabilities 1.1 1.2
Total Liabilities 42.6 39.4
Net Assets 26.1 23.0

Overview

  • Stable balance sheet and capital position – $16.6m cash balance.

  • Strong operational cashflow conversion resulted in increased cash balance after factoring in outlays in FY25 associated with:

  • Acquisition of Spatial Vision ($1.5m)

  • Reduction in HP & Borrowings ($1.8m)

  • Ongoing on-market buyback ($0.2m).

  • Right of Use (“ROU”) Leases represent capitalisation of office lease commitments

  • New Melbourne Burnley Office lease asset recognised in FY25 ($4.0m).

  • Debtors & WIP management remains a strong focus.

  • Borrowings have been utilised to replace legacy, highcost HP Lease Liabilities used to finance Equipment purchases.

  • Strong cash position provides significant capacity to pursue M&A opportunities.

  • $5.2m franking credit balance at 30 June 2025.

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Business Update – FY25

Health & Safety

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Zero Harm Culture

Our commitment to safety is embedded in our values, culture, and every project we deliver.

Safety Culture Evolution Shifted focus from compliance to personal ownership and emotional responsibility in safety.

Recordable Injury Reduction Our TRIFR dropped from 12.18 to 3.84 — a significant improvement in safety performance.

Proactive Risk Management Leading indicators improved, with a 5% rise in frontline visits and 23% more vehicle prestart checks.

Established Incident Review Board (IRB): Established under a no-blame framework to drive root cause analysis and strengthen safety systems.

Working Safely Award Recognition of outstanding safety behaviours, reinforcing our collective commitment to safety.

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Indigenous Participation

Proud, ongoing alliance with majority Indigenous-owned surveying & spatial firm

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  • Focused on supporting Wumara’s growth and expansion - in the past 12 months:

  • Expanded into South East Queensland

  • Welcomed 6 new team members

  • Delivered major infrastructure & property projects along the east coast

  • Strengthened Wumara’s capacity to deliver large-scale projects

  • Shared vision: economic empowerment, capability building, and closing the gap

  • Veris Limited has a 49% interest in Wumara Group

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People, diversity & inclusion

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Investing in talent to build tomorrow’s leaders Relaunched Young Professionals Program as a 24-month journey

  • Greater support, diverse project experience, stronger career foundations.

  • Welcomed 9 new participants - 55% women.

  • Addressing gender imbalance & industry skills shortage.

Launched two new leadership development programs

  • Emerging Leaders Program.

  • Veris Leadership Program.

  • Building leadership capability & a values-led, future-ready culture.

Promoting an Inclusive Culture

  • Implemented various Diversity & Inclusion initiatives.

Employee Engagement

  • 80%+ participation rate.

  • Engagement score up 3% to 71%.

  • Improvements in communication, role clarity & wellbeing.

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Pipeline & Outlook

Outlook

Veris has a leading client base aligned to diverse industry sectors with a strong growth outlook.

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----- Start of picture text -----

Transport Property & Government Utilities Defence Energy &
Buildings Resources
SAM $220M $150M $280M $110M $100M $210M
CAGR^ 9.5 - 11% 8 – 9.5% 7.5 – 8.5% 10 – 12% 14 – 16% 12 – 14%
Key
Clients
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*Serviceable Addressable Market 2025 | ^Compound Annual Growth Rates (CAGR) for Spatial Consulting Services in Australia (2024–2034)

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Pipeline

A growing pipeline and secured forward workload exceeding $65M.

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The secured forward workload has increased to over $65 million, providing a strong . foundation of committed work to be delivered over the medium to long term

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Secured workload has been strengthened by significant project wins including Suburban Rail Loop in Victoria as well as a series of digital and spatial projects that leverage Veris’ unique capabilities in data capture and digital solutions.

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Healthy, unsecured project pipeline has a weighted value in excess of $190m across Veris diverse set of industries..

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Growth supported by the integration of Spatial Vision, which has contributed to an . expanded workload and pipeline of opportunities across key industry sectors

Veris maintains a disciplined focus on margin-enhancing projects over revenue growth for its own sake, driving sustainable, profitable growth and continued margin improvement.

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Q1 Update

Q1 FY26 Trading Update

Strong organic financial performance allowing transformation via Digital strategy

(Results Summary -
Q1 Unaudited)
FY22
FY23
FY24
FY25
Q1 FY24
Q1 FY25
Q1 FY26
Revenue ($m)
92.4
100.9
92.6
97.2
EBIT Margin %
1.4%
1.8%
(2.6%)
2.5%
Profit Before Tax ($m)
0.1
1.0
(1.8)
2.0
PBT Margin %
0.1%
1.0%
(1.9%)
2.1%
24.9
24.3
2.5%
2.9%
0.5
0.6
2.0%
2.3%
26.2
3.6%
0.8
3.0%

▪ Unaudited PBT of $0.8m in Q1 FY26 – 3.0% PBT margin reflects continued improvement from 2.3% PBT margin in pcp ▪ Sustained focus on margin continues to drive improvements

▪ 7.8% increase in revenue to pcp reflects strength in underlying markets and addition of Spatial Vision team capabilities ▪ Veris’ continued transformation remains underpinned by a robust balance sheet ▪ Continued improvement in bottom line includes significant one-off legal costs incurred in defending WHS legal process ▪ 31 Dec 2025 reported cash balance expected to be impacted by cash outflows in H1 related: • FY25 full year dividend payments (Oct 2025) • FY25 staff incentive payments (Oct 2025); and • Acquisition and settlement of Mesh Livable Communities and 50% investment in Parsel.

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In summary

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Strong Turnaround

Returned to profitability with $2.0M profit before tax, reversing FY24’s $4.4M statutory loss, whilst still investing in strategy.

Continued Investment

Strategic investment in M&A, digital platforms, and high-demand skill sets is deepening Veris’ integrated service offering and accelerating growth.

Shareholder Returns

Full year dividend of 0.2 cents per share and ongoing share buyback program.

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Cash Strength

Robust cash balance of $16.6M. Positioned to support future initiatives and capital management flexibility.

Digital Strategy Success

Digital and spatial advisory now contribute over 25% of total revenue, reflecting strong traction and market adoption.

Margin Growth & Strategic Focus

Gross margin expanded significantly, driven by a disciplined pivot away from low-margin legacy contracts toward high-value digital, consulting and advisory projects.

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Thank you

A fully integrated digital and spatial data advisory and consulting firm.

AGM October 2025

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