VERIS LIMITED — Annual Report 2009

Aug 27, 2009

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ASX ANNOUNCEMENT

28 August 2009

APPENDIX 4E - RESULTS

Emerson Stewart Group Limited (ASX: ESW) is pleased to announce an unaudited EBIT of $2.09 million for the year ended 30 June, 2009, which is on par with previous years operating performance.

This resulted in a unaudited net profit after tax of $1.45 million. This result does not include any future provisioning that may become necessary on the Windimurra Vanadium Limited receivable that was disclosed and addressed in the half year results announcement.

Revenue for the period was $12.90 million, an increase of 23.3% for the corresponding period.

The Company is also pleased to declare a fully franked dividend of 0.4 of a cent per share, which is in line with the dividend plan outlined in the prospectus with a record date of 11 September, 2009 and payment date of 5 October, 2009.

Managing Director | CEO Dario Amara, said “the EBIT represented a fair result, given the challenging conditions experienced in the second half of the year.”

“The Company is well positioned for the coming year with a strong order book to 2018 which has increased 25% on the company’s previous announcement in May 2009. This growing order book, combined with the recent announcement of the execution of a Heads of Agreement outlining the merger of Emerson Stewart and Greencap Limited represents a positive outlook for the future.”

“The merger demonstrates the Company’s commitment to the strategy outlined in the prospectus and will result in a diverse service offering delivered nationally, and comprising Environmental, Consulting (Risk) and Diagnostics.”

• ENDS -

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About Emerson Stewart (ASX: ESW)

Established in 2005 and based in Perth, Western Australia, Emerson Stewart is a project implementation and advisory group providing services across:

• Resources + Energy: minerals; oil + gas; power generation + distribution; chemicals

• Infrastructure: urban development; building + property; aviation; water +environment;

• defence

Emerson Stewart has a strong network of corporate customers. The Company’s current and past clients include BHP Billiton, Inpex, Midwest Corporation, Straits Resources, Fortescue Metals, Crescent Gold, Territory Resources, Australasian Resources, Gindalbie Metals, OMG Group, Envirogold, PEET Limited and Stockland, Department of Housing and Perseus Mining Limited.

www.emersonstewart.com

For more information:

Dario Amara

Steven Cole

Emerson Stewart Group Limited

Emerson Stewart Group Limited

Managing Director | CEO

Chairman

(08) 9424 9555

(08) 9424 9555

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PRELIMINARY FINANCIAL REPORT YEAR ENDED 30 JUNE 2009

EMERSON STEWART GROUP LIMITED Old Swan Brewery 171-173 Mounts Bay Road Perth WA 6000 ACN 122 958 178 T: +61 8 9424 9555 F: +61 8 9485 1339 www.emersonstewart.com

Contents
Results Announcement	3
Income Statement	4
Balance Sheet	5
Statement of Changes in Equity	6
Cash Flow Statement	7
Notes to the Financial Statement	8

COPYRIGHT EMERSON STEWART

PAGE 2

RELEASE 1.0

Emerson Stewart Group Limited for the year ended 30 June 2009 Results Announcement to the Market 30 June 2009

					$0’000
Revenue from ordinary activities	up		23.3%	to	12,900
(Appendix 4E item 2.1)
Profit/ (loss) from ordinary activities after tax	up		85.1%	to	1,450
attributable to members
(Appendix 4E item 2.2)
Net Profit/ (loss) for the period attributable to	up		85.1%	to	1,450
members
(Appendix 4E item 2.3)
Dividends (distributions)	Amount per security			Franked amount per
					security
The Company is paying a dividend of $394,538	0.4 of a cent				Fully franked
Record date for determining entitlements to the	11	September 2009
dividend
Date for payment of dividend	5 October		2009
NTA Backing	Current	Period		Previous Corresponding
					Period 30 June 2008
Net tangible asset backing per		$0.099			$0.088
ordinary security

COPYRIGHT EMERSON STEWART

PAGE 3 RELEASE 1.0

Emerson Stewart Group Limited Income Statement

for the Year Ended 30 June 2009

Note Consulting revenue Cost of sales Gross profit Financial income Marketing expenses Occupancy expenses Administration expenses Finance costs Depreciation and amortisation expenses Cost on acquisition Profit/(Loss) before income tax Income tax benefit/ (payable) Net Profit After Tax 2 Profit attributable to members of the parent entity/ (Loss for the year) Profit (Loss) per share attributable to ordinary equity holders if the company: Basic earnings (loss) per share (cents per share) 3 Diluted earnings (loss) per share (cents per share)	Consolidated Group 2009 2008 $000’s $000’s 12,900 10,461 (6,790) (6,744) 6,110 3,717 582 142 (122) (30) (142) (114) (4,176) (1,400) (5) (2) (146) (23) (744)
	2,102 1,547 (652) (763)
	1,450 784
	1,450 784 1.173 1.107 1.173 1.107

The accompanying notes form part of these financial statements

COPYRIGHT EMERSON STEWART

PAGE 4 RELEASE 1.0

Emerson Stewart Group Limited Balance Sheet as at 30 June 2009

Note Assets Current Assets Cash and cash equivalents Trade and other receivables 2 Work in progress Other current assets Total Current Assets Non Current Assets Plant and equipment Deferred tax assets Intangible assets Total Non Current Assets Total Assets Current Liabilities Trade and other payables Current tax liabilities Provision for employee benefits Total Current Liabilities Non – Current Liabilities Provision for employee benefits Deferred tax liability Total Non Current Liabilities Total Liabilities Net Assets Equity Issued capital Retained earnings/ (Accumulated loss) Total Equity The accompanying notes form part of these financial statements	Consolidated Group 2009 2008 $000’s $000’s 9,284 10,729 2,618 2,073 1,505 124 215 52
	13,622 12,978
	152 76 - 174 414 44
	566 294
	14,188 13,272
	1,019 1,805 76 348 111 83
	1,206 2,236
	21 9 344 -
	365 9
	1,571 2,245
	12,617 11,027
	11,005 10,865 1,612 162
	12,617 11,027

COPYRIGHT EMERSON STEWART

PAGE 5

RELEASE 1.0

Emerson Stewart Group Limited Statement of Changes

in Equity for the Year Ended 30 June 2009

Consolidated Group Note Balance at 1 July 2007 Profit attributable to members of parent entity Dividends Paid Costs of Capital Raising Success Fee on Acquisition of Emerson Stewart as shares Share based payment Proceeds from capital raising Cost of reverse business combination Sub - total Balance at 1 July 2008 Profit attributable to members of parent entity Costs of Capital Raising Share based payment Balance at 30 June 2009	Ordinary Retained Earnings (accumulated losses) Total $000’s $000’s $000’s 20 178 198 - 784 784 - (800) (800) (537) - (537) 400 - 400 8 - 8 8,000 - 8,000 2,974 - 2,974
	10,865 162 11,027
	- 1,450 1,450 (8) (8) 148 - 148
	11,005 1,612 12,617

The accompanying notes form part of these financial statements

COPYRIGHT EMERSON STEWART

PAGE 6 RELEASE 1.0

Emerson Stewart Group Limited Cash Flow Statement

for the Year Ended 30 June 2009

Note Cash Flow from Operating Activities Receipts from customers Payments to suppliers and employees Income Tax Paid Interest received Net cash provided by (used in) operating activities 4 Cash Flow from Investing Activities Proceeds from sale of property, plant and equipment Purchase of Intangibles Purchase of property, plant and equipment Cash Balance acquired from reverse acquisition Net cash provided by (used in) investing activities Cash Flow from Financing Activities Loans to related parties Proceeds from issue of shares Payments from issue of shares Dividends paid Interest Paid Net cash provided by (used in) financing activities Net increase in cash held Cash at beginning of year Cash at end of year	Consolidated Group 2009 2008 $000’s $000’s 12,218 10,169 (13,279) (8,858) (219) (525) 374 142
	(906) 928
	1 - (407) - (125) (103) - 2,654
	(531) 2,551
	- (19) - 8,000 (8) (169) - (800) - (2)
	(8) 7,010
	(1,445) 10,489 10,729 240
	9,284 10,729

The accompanying notes form part of these financial statements

COPYRIGHT EMERSON STEWART

PAGE 7 RELEASE 1.0

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

Note 1: Statement of Significant Accounting Policies

This preliminary financial report has been prepared in accordance with Australian Securities Exchange Listing rules as they relate to Appendix 4E and in accordance with the measurement requirements of Australian Accounting Standards and Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

As such, this preliminary financial report does not include all the notes of the type included in an annual financial report and accordingly, should be read in conjunction with the annual report for the year ended 30 June 2008, and with any public announcements made by Emerson Stewart Group Limited during the reporting period in accordance with the disclosure requirements of the Corporations Act 2001.

The following is a summary of the material accounting policies adopted by the consolidated group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

The Company is of a kind referred to in Class Order 98/0100 issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Director’s Report and financial statements. Amounts have been rounded off to the nearest thousand dollars in accordance with that Class Order.

The accounting policies have been consistently applied to all years presented.

This Preliminary final report is based on accounts that are yet to be audited.

Note 2: Windimurra Vanadium Receivable

The company is owed an undisputed amount of $1.2 million from Windimurra Vanadium Limited (“WVL”). WVL owns a vanadium resource and related processing plant which was under construction when voluntary administrators and receivers were appointed in February 2009. The processing plant is estimated to be 90% complete. A sale process has been commenced and is currently underway. Until the process is completed the Company will not have any certainty on whether all or some of the undisputed receivable amount will be collected.

The directors have concluded due to insufficient information available at this time a provision against this amount cannot be reliably measured. The situation will remain under ongoing review so that as new information becomes available, the need for a provision will be reassessed.

COPYRIGHT EMERSON STEWART

PAGE 8 RELEASE 1.0

Note 3: Earnings per Share
	2009	2008
	$000’s	$000’s
Earnings used to calculate basic EPS	1,450	784
Weighted average number of ordinary shares outstanding during the period used in calculating basic EPS	123,634,375	62,500,000
Basic Earnings per share (cents per share)	1.173	1.107
Note 4: Cash Flow Information	Consolidated Group
Note	2009	2008
	$000’s	$000’s
Reconciliation of Cash Flow from Operations with Profit after
Income Tax
Profit/ (Loss) after income tax	1,450	784
Non-cash flows in profit	-	-
Depreciation	146	23
Interest not paid in cash	-	-
Share based success fee for acquisition	-	400
Impairment of goodwill	-	344
Share based expenses	148	7
Loss on disposal of P&E	-	-
Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries
(Increase)/ decrease in trade and term debtors	(544)	(1,629)
(Increase)/decrease in other assets	(325)	(49)
(Increase)/decrease in work in progress	(1,381)	232
Increase/(decrease) in trade creditors	(687)	508
Increase/(decrease) in sundry payables & accruals	0	-
Increase/(decrease) in provisions	41	75
Increase /(decrease) in tax movement	246	230
Net cash provided by (used in) operating activities	(906)	928

COPYRIGHT EMERSON STEWART

PAGE 9 RELEASE 1.0

Note 5: Events after the balance

The group completed a share buy-back of 31.25 million shares on 22 July 2009. Of these shares, 6.25 million shares have been appropriated to establish an Employee Share Plan.

The company declared a fully franked dividend of 0.4 of a cent per share, with record date of 11 September, 2009 and payment date of 5 October, 2009.

On 26 August, 2009 the Company executed a Heads of Agreement with Greencap Limited to give effect to a merger of the two group by a scheme of arrangement under the Corporations Act. The Heads of Agreement is conditional upon finalisation of due diligence and execution of a formal implementation agreement (anticipated by mid September 2009) and will thereafter require shareholder and court approvals in accordance with the Corporations Act.

COPYRIGHT EMERSON STEWART

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