Annual Report 2024 Transforming lives through international education Acknowledgement of Country IDP acknowledges the traditional owners of Country throughout Australia and recognises their continuing connections to lands, waters and communities. We pay our respect to Aboriginal and Torres Strait Islander communities and to Elders past and present. About this report The Annual Report forms part of our corporate reporting suite. This suite contains detailed information on IDP’s strategic priorities, sustainability performance, risk management, corporate governance frameworks, and financial and non-financial performance. We are committed to providing transparent reporting for our shareholders and other key stakeholders. To view our full reporting suite online, visit investors.idp.com/investor-centre Sustainability Report 2024 Modern Slavery Statement 2024 Corporate Governance Statement 2024 2024 ABN 59 117 676 463 Cover Image Selase Adzima, UK and Ireland Counsellor, IDP Ghana IDP Annual Report 2024 A message from our Chair and CEO and Managing Director 04 22 Board of Directors FY24 at a glance 02 21 Our impact About IDP 09 24 Financial report 19 Our global team 120 Corporate directory Delivering on our strategy 12 118 Shareholder information Contents IDP Annual Report 2024 01 FY24 at a glance Our student placement volumes grew by 17 per cent, significantly outperforming the global market. Student placement volumes 98,900 IDP administered 1.58 million IELTS (International English Language Testing System) tests worldwide, down 18 per cent on FY23. Total IDP IELTS volumes 1.58 million Student Net Promoter Score (NPS) was seven points higher than the FY23 result and 20 points higher since our first year in FY20, as students and parents increasingly turned to IDP for quality services and support. Student NPS +7 points The IELTS by IDP app surpassed more than two million downloads since its launch in May 2022. The free app enables test takers to prepare for test day and receive their results in one central portal. Downloads of IELTS by IDP 2 million+ Over 32,000 students received formal offers after receiving a FastLane offer, our service which matches students with suitable courses using live admission criteria. FastLane offers 32,000 Our revenue grew by six per cent and our adjusted earnings before interest and tax increased by four per cent on FY23. Revenue growth 6% ABC We delivered our highest number of English language taught courses across our campuses. Record English language taught courses Driven by the acquisition of Intake Education, our footprint in high-growth market Sub-Saharan Africa grew from one office in Nigeria to 11 new student placement offices including seven new computer-delivered IELTS centres across Nigeria, Ghana and Kenya. New offices in Africa 106,600 11 IDP Annual Report 2024 02 As the first choice for people with international education ambitions, we engage with more people in more places, as their most trusted partner, to deliver exceptional outcomes. IDP Annual Report 2024 03 Peter Polson Chair Tennealle O’Shannessy Chief Executive Officer and Managing Director Dear shareholders, Every day, thousands of people around the world connect with IDP for one reason: to transform their lives through international education. They come to IDP because they are looking for a partner to guide them through the life- changing decision to study overseas. When government policy in study destinations changes, the impact on our customers’ goals is profound. Yet, many do not abandon their lifelong dream, instead, our role as their trusted partner becomes more important. We know this as, for more than 50 years, IDP has been a constant supporter of international students, English language test takers and institutions. We have guided our customers through many short-dated shifts in market dynamics – from the Asian economic crisis in the ‘90s, the Global Financial Crisis in the ‘00s, and most recently, the COVID-19 pandemic. Throughout these periods, IDP remained committed to our purpose and our customers. Like our customers, we also stayed true to our long-term goals. This through-the-cycle focus enabled IDP to weather these short-term disruptions and emerge stronger as conditions improved. In this update, we will share an overview of our long-term strategy, our performance this financial year amid shifts in the regulatory environment, and, most importantly, our determination to continue to improve the services we deliver for our customers. A growth industry with long-term drivers in place While much has been documented about the tightened visa regulations introduced by Australia, Canada and the UK this year, these changes should be considered as part of a longer-term view of our sector. International education has experienced steady growth for several decades. Up until 2020 the annual number of globally mobile students had increased by just over seven per cent per annum for more than 20 years1. Looking forward, we are confident that long-term drivers for our industry’s growth will remain in place. International students primarily come from countries with large, growing youth populations and education systems that do not fully serve community needs. A message from our Chair and Chief Executive Officer and Managing Director IDP Annual Report 2024 04 In contrast, IDP’s most popular study destinations all have ageing populations and rely on international students and skilled migrants to support the higher education ecosystem and to grow a skilled workforce. With these market dynamics, we remain confident in our industry’s long-term trajectory and have built a strategy to take advantage of these growth opportunities. With our purpose – transforming lives through international education – at its core, our strategy focuses on three pillars: reach, trust and innovation. In essence, we will engage with more people in more places, as their trusted partner, to deliver exceptional outcomes. Our key enablers support our strategy – our diverse and talented people, leading innovation data and technology, outstanding customer experiences, and respected global brands. We align our investment with these enablers and track performance against key short-term and long-term metrics that measure our success. Our focus on quality connects all aspects of our strategy. We believe international education thrives when the right students are placed in the right courses, with the right language ability and the right support system. As institutions and governments increasingly focus on quality, IDP’s long-term and proven strategy positions us well to lead the sector forward through this period. A strong performance amid challenges Our strategy provided a compass to guide us through FY24, a year that will be remembered as another mini-cycle that caused short-term disruption to our industry. For the year’s first half, IDP delivered record revenue of $579 million, up 15 per cent from H1 FY23. During this period, we supported a record number of international students and test takers worldwide. Throughout the second half, regulatory changes in Australia, Canada, and the UK came into effect. Consequently, the size of the global market of prospective international students and test takers declined. Responding to these market conditions, IDP’s experienced leadership team charted a clear path towards increasing our share of a subdued global market. Key to this was restructuring our global team, resizing our cost base and reallocating resources to invest in our strategy. Despite the significant headwinds and challenges, we are proud of the results our team delivered. By year-end, we supported students in entering 98,900 courses and delivered 1.58 million IELTS language tests worldwide. 1. Compound Annual Growth Rate. Source: UNESCO Institute for Statistics. IDP Annual Report 2024 05 From a profitability perspective, we delivered $239 million Adjusted Earnings Before Tax (EBIT), up four per cent on FY23, resulting in an Adjusted Net Profit After Tax of $154 million. Importantly, we continued to invest in and deliver key strategic priorities that differentiate IDP from our competitors. FastLane, our service that streamlines the application process for students and institutions, helped more than 32,000 students receive a formal enrolment offer. This is an increase of 83 per cent compared to FY23. In language testing, we continued to diversify our product offering. In October, we launched Envoy, IDP’s first AI-powered English language proficiency test. While it is in its early stages, Envoy demonstrates IDP’s focus on combining AI and our human expertise to help our customers achieve their goals. Finally, we prioritised expanding our global footprint in high-growth regions. Following our acquisition in FY23, we have now integrated Intake Education’s 27 offices across seven countries, including 11 new offices in Sub-Saharan Africa, into our company. In addition, we opened 15 new student placement centres this year. A commitment to transforming more lives through international education As we enter FY25, we do so with a clear strategy, an experienced global team, and an unwavering commitment to enhancing our customers’ experiences. To our global team, based in 60 countries worldwide, thank you. While we have faced challenges together this year, our team consistently acted with integrity, care, and expertise. It is indeed a privilege to lead IDP and our teams. We also take this opportunity to thank you, our shareholders, for your support and your ongoing commitment to what we do. As we navigate these conditions, we remain focused on our strategy and long-term opportunities, ensuring we are well positioned for the market’s rebound. As we always do, we will continue to keep you updated on our progress. Above all, we want to acknowledge our customers. The services provided by IDP are life-changing, not only for our students and test takers but also for their families and communities. This is a source of immense pride for all of us. Thank you. Peter Polson Tennealle O’Shannessy Chair Chief Executive Officer and Managing Director A message from our Chair and Chief Executive Officer and Managing Director continued IDP Annual Report 2024 06 IDP Annual Report 2024 07 From the IDP Digital Campus to Canada Vandhana is an expert on student needs and motivation. Five years after joining IDP as a Senior Customer Experience Researcher, she put her own needs first and pursued her study abroad ambitions. In a full circle moment in 2023, Vandhana received an offer through FastLane, the very service she worked on at IDP. Now a Research Analyst student at Humber College, Vandhana tells us her story. “After being inspired by our customers at IDP, I decided to realise my own global study dreams. The decision was far from easy, considering my successful career and my family’s financial stability. Despite all this, something felt missing. I began the daunting study abroad application process with the guidance of my counsellor Praveen Kumar N and support from my manager. After completing the paperwork and assessments, I faced a frustrating delay to my visa due to diplomatic complexities between the two countries. Receiving a formal offer from Humber College was a proud moment for me. My lifelong dreams were coming true, and it was ironic that I had previously worked on the development of FastLane! Like any other student I grappled with feelings of fear, anxiety and nervousness, as I made a life-altering decision not just for myself but for my husband and our four-year-old daughter. The hardest part was leaving my extended family behind, but I knew this was the only path for me if I wanted more purpose in life. My aspiration is to set an example for my daughter, and this wouldn’t have been possible without my husband’s unwavering support and everyone at IDP who have championed my continuous learning journey. I will always be proud to be part of IDP. It is a company that has changed my life.” The hardest part was leaving my extended family behind, but I knew this was the only path for me if I wanted more purpose in life. Vandhana Boolchandani | Student IDP Annual Report 2024 08 About IDP As a global leader in international education services, IDP transforms lives through international education. As an Australian-listed company, we operate in more than 60 countries around the world, empowering people to achieve their global study, work and migration goals. We specialise in combining human expertise with our leading technology to help individuals gain admission to their ideal course, take an English language test or learn English in our schools. Our teams stand by our customers every day, guiding them through each step of their journey, from researching courses and preparing for IELTS tests to embarking on their dream study, career or life abroad. Organisations worldwide rely on our data and insights to ensure decisions are informed by the diverse goals, desires, challenges and needs of our customers. Above all, we are proud of our people. It is through their expertise and our trusted processes that we help our customers transform their ambitions into a reality. Student placement Our student placement service operates on a simple premise: international education thrives when students are matched with the right country, the right course and the right support system. We are proudly student-first. Students place their trust in us to help them make one of the most important decisions in their lives. Using IDP’s data and insights, our counsellors provide impartial advice to ensure students are matched with the best course and institution for them. Our digital platform allows us to be where students want us to be and is reinforced by our extensive network of partnerships with more than 800 institutions across Australia, Canada, Ireland, New Zealand, the UK and the US. This collaboration provides students with unparalleled access to a wide range of high-quality educational options. With the support of 2,200 trusted education counsellors worldwide and our unmatched physical and digital services, we enable students to connect with life- changing study opportunities. Language Testing IELTS IDP is a proud co-owner of IELTS, the world’s most trusted English language test for study, work and migration. For more than 35 years, IELTS has been a pioneering force in the English language testing industry, and we continue to lead the sector today. We empower our test takers to achieve their best score. We do this by offering a choice of paper, computer or online testing. We also offer our test takers the opportunity to retake just one part of their test if they did not perform at their best in that skill, setting us apart from the rest. With an IELTS score, test takers can showcase their language proficiency and abilities and access more than 12,500 organisations worldwide, from education institutions and employers to government and professional bodies. IDP ensures widespread accessibility by providing IELTS in more than 2,000 test locations across more than 60 countries, including over 500 IELTS on Computer test centres. Envoy Envoy, the smarter English test, was born from IDP’s decades of experience in English language testing and teaching. It is an adaptive, online test that incorporates linguistic expertise and the latest AI technology to deliver accurate results. Designed with teachers in mind, Envoy is an English language test for use within educational settings. It has been endorsed by the National English Language Teaching Accreditation Scheme (NEAS) as a Quality Product/Service in the ELT industry. Envoy is a flexible four-skills test and uses open-ended questions to provide a true indication of a student’s English proficiency in real-life settings. Envoy’s testing standards are aligned to the Common European Framework of Reference for Languages (CEFR). Results are available to test takers within two hours of submitting the test. Envoy features an easy-to-use administrative dashboard, providing detailed insights that enable teachers to see their students’ key strengths and areas of opportunity for improvement. English language teaching In addition to English language testing, IDP offers a range of services to support English language learners through the Australian Centre for Education (ACE), in Cambodia. Trusted as a key voice for the industry, we’re creating meaningful changes, shaping the future of higher education and empowering the next generation. IDP Annual Report 2024 09 About IDP continued ACE is a recognised and awarded world-leading provider of English language teaching services, offering programs for students from primary years to working professionals. ACE provides three study options through its six campuses: face-to-face, virtual and blended to over 100,000 enrolments a year of more than 30 nationalities. With a strong corporate social responsibility program, ACE is committed to supporting local schools and fostering stronger communities for international students and its alumni. The strategic partner of choice With our global expertise, trusted human relationships and data-driven insights, we specialise in matching universities, colleges and schools with the right students worldwide by providing innovative strategic solutions. We understand that our client and sector partners face unique challenges. Working side-by-side with their teams, we offer customised data, consultancy, marketing and in-country activities designed to address their specific needs. Using our extensive dataset of student behaviour, market knowledge and global reach, we deliver the necessary tools and insights for strategic planning and success. We collaborate with governments and educational bodies by providing real-time student demand data and leveraging our expertise in international education to drive impactful policies. Trusted as a key voice for the industry, we’re creating meaningful changes, shaping the future of higher education and empowering the next generation. We are proudly student-first. Students place their trust in us to help them make one of the most important decisions in their lives. IDP Annual Report 2024 10 The clear first choice for people with international education ambitions Engaging with more people in more places To deliver exceptional outcomes As their most trusted partner Diverse and talented people Respected global brands Outstanding customer experiences Leading innovation, data and technology To transform lives through international education We will achieve this by Enabled by our We aspire to be Our purpose is IDP’s Global Strategy IDP Annual Report 2024 11 Delivering on our strategy At IDP, we are proud that our work transforms lives through international education. With this at our core, we have built a strategy that focuses on reach, trust and innovation: we will engage with more people in more places, as their trusted partner, to deliver exceptional outcomes. The clear first choice for people with global ambitions FY24 was a year in which regulatory conditions in key destinations tightened and the international education sector shifted towards a focus on quality – IDP’s strength. As the leading trusted player in the market, IDP was well-placed to help students, English language test takers and institutions navigate the increasingly complex visa and regulatory environment. Over the coming year, in a more restrictive policy environment, our customers will need our support more than ever. It is time for us to lead our sector forward. This will be enabled by our leading innovation, talented people, outstanding service and global brands. Helping students and test takers achieve success Our student placement strategy is powered by human connection and enhanced by technology, ensuring we are solving our students’ biggest challenges, so they can focus on achieving their goals. This year we acquired 50 new student placement clients, including 23 in the US. Our IELTS test sets the gold standard. IELTS is fair, accurate and reliable, making it the world’s most trusted English language test. More than 12,500 organisations around the world trust IELTS as it can’t be gamed, making it the most widely recognised English language test. Engaging with more people in more places We increased our global reach in FY24, with 15 student placement offices. Following the acquisition of Intake Education in FY23, we integrated the Intake Education offices, adding 27 offices in seven countries and more than 300 employees, including 11 new offices across Sub-Saharan Africa, a strategic, high-growth market. Our digital presence continued to grow, as more students turned to IDP platforms seeking quality services, rapid results and trusted support. One such example is our IDP Live app, which amassed more than 700,000 downloads last year alone. In FY24, 3.98 million IELTS tests were administered around the world, with IDP delivering 1.58 million of those tests. Globally, IDP now has more than 2,000 test locations. The IELTS by IDP app has reached 2 million downloads since its launch and has quickly become IDP’s go-to platform for IELTS test preparation and results. The app features content from IELTS advocates based around the world. This year, IDP also launched a new vodcast, IELTS Prepare by IDP. The ten-part series gave test takers trusted advice and tips from IELTS experts in an easy-to-digest format. Additionally, our IELTS marketing campaigns reached over 100 million video views, and more than 100,000 users tested their English skills with our IELTS preparation quizzes. 15 700,000 50 New student placement offices in key growth markets Downloads of the IDP Live app New clients signed in FY24 including 23 new clients in the US IDP Annual Report 2024 12 A trusted partner for our industry Our global digital platforms give us unrivalled data that we use to equip the international education sector, institutions and policy makers with informed insights so they can make decisions that centre on improving outcomes for our customers. Our unique data and insights were welcomed by the UK government’s Migration Advisory Committee (MAC), and contributed to the recommendations the UK Graduate Route remain in place. The findings of the MAC review were unequivocal and referenced our Emerging Futures data on graduate opportunities, post-study work visas and quality of education. Leading policy decision-makers used IDP data last year to inform their work including the UK Government International Education Champion, Sir Steve Smith, and the Western Australia Minister for International Education, the Hon David Templeman. We held monthly briefings for the UK’s Department for Business and Trade, and in February hosted a think tank event in the US headlined by Fanta Aw, CEO of NAFSA Association of International Educators (NAFSA), which attracted senior leaders from four government agencies. Also in the US, we spearheaded leading new research with 11 sector bodies to inform a US international education strategy. As our global industry shifts to focus on quality, IDP has strengthened our leadership position. This is because we are trusted by our customers and their families and we continue to advocate for their needs. We continue to invest in our peer community strategy following the successful acquisition of The Ambassador Platform in FY23. Students are now able to connect with other students and alumni for firsthand insights into campus life and academic programs through the IDP Live app. After listening to our customers, the IELTS Partnership introduced IELTS One Skill Retake in FY23 and last year expanded it to 110 countries. IELTS One Skill Retake allows test takers to retake one of the four skills (Listening, Reading, Writing or Speaking) if they did not initially achieve their desired score. IELTS One Skill Retake is now endorsed by the Australian and New Zealand governments for visa and migration purposes, and the UK government accepts it for entry into the UK. IELTS One Skill Retake is accepted by more than 1,800 recognising organisations worldwide. Sir Steve Smith | UK Government International Education Champion IDP student insights are used by the UK government and advisors to inform policy. They are valued because they are independent, have a global view and importantly, they are forward-looking. They have had good predictability for key policy and promotion changes, including the International Education Strategy with the introduction of the Graduate Route, and the COVID-19 travel, visa and in-person teaching policies. IDP Annual Report 2024 13 Delivering on our strategy continued Delivering exceptional outcomes After 50 years of supporting customers and leading our sector, we can do what others can’t. We combine trusted human connections and digital innovation, enabling us to offer leading services that provide students with the support they need; however they want to access it. With a focus on consistent quality global service and excellence, we build innovative new solutions alongside our customers through design collaboration. We help them to solve challenges so they can get on with reaching their full potential. Our overall global student Net Promoter Score (NPS) increased 7 points from FY23 our largest annual improvement ever Our mobile app, IDP Live, with 1 million downloads features sophisticated data-driven matching. Students who installed the app have a better experience than those who haven’t by two NPS points Student NPS has increased 20 points over 5 years demonstrating our drive to improve our customers’ experiences across multiple touchpoints Students who use FastLane have a better experience by 10 NPS points Available through the IDP Live app, FastLane matches students with suitable courses and streamlines the university application process, enabling students to receive an offer in record time. This year, the number of available programs through FastLane is at its highest ever at 14,700, and 132 university clients are signed up and live on the platform. This has contributed to more than 32,000 students receiving formal offers in FY24 after receiving offer, an increase of 83 per cent year-on-year. Onshore students in Australia are relishing the opportunity to connect, with many taking up the events and career support offered as part of our Arrive and Thrive program. Engagement with Arrive and Thrive grew by 27 per cent, and Student Essential Services (a suite of services across finance, accommodation, health cover and more) grew as increasing numbers of students turned to IDP for in-country support. Using AI to extend our products and infrastructure As we continue our data journey, we are growing our unique data assets and seeing opportunities to utilise them further with new technology, while ensuring our services remain human-centred. In October, we launched a new adaptive English language test, Envoy, which leverages AI-powered technology to support and enhance human-centred services. With clients already in Australia, Canada and the Philippines. Envoy is designed to empower teachers and help every student realise their full potential. In FY24, we continued to build AI into our core processes, including how we understand leads, and how we suggest the next best action for students and counsellors. This year we focused on the use of generative AI to improve the student experience or drive back-office efficiencies. IDP Annual Report 2024 14 Positioning the University of Sheffield in emerging markets The University of Sheffield wanted to enhance its brand awareness in key Southeast Asian countries. They approached long-term partner IDP to help reach international students, parents and families in Thailand, Indonesia, the Philippines and Vietnam. Together with IDP, they devised an innovative approach to position the University of Sheffield as a top choice study destination and attract high-intent, quality leads. “In September 2023, IDP began work on a full-funnel marketing solution for us across Southeast Asia. This involved the collaboration of Sheffield’s international marketing and recruitment teams and IDP’s data, digital marketing and in-country teams. We were impressed with IDP’s strategic approach from the offset, and they’ve become an integral extension of our teams. Informed by their student insights, they developed bespoke campaigns, which included performance marketing across paid and organic platforms and in-market activities. As a result, we have been able to reach students whom we could not have otherwise, and are continuing to attract quality applicants from Thailand, Indonesia, the Philippines and Vietnam. When we are seeking support in market, IDP has become our go-to trusted strategic partner.” “We were impressed with IDP’s strategic approach from the offset, and they’ve become an integral extension of our teams.” Louise McCarthy | Deputy Director – Global Engagement, University of Sheffield Results Increased market share in Thailand, Indonesia, the Philippines and Vietnam +54% Growth in IDP applications for 24/25 intake* * Data up until May 2024. New applications received for courses that had not been submitted through IDP before IDP Annual Report 2024 15 Transforming lives through international education IDP Annual Report 2024 16 IDP Annual Report 2024 17 IELTS One Skill Retake helped Meyliani realise her dreams Meyliani from Indonesia is an inspiring global citizen. After moving to Australia as a finance executive, she took a leap of faith and decided to follow her dream of studying abroad. After an initial disappointment with her IELTS Speaking test, Meyliani was able to improve her overall score with IELTS One Skill Retake and gain acceptance to study Data Analytics at Langara College in Vancouver. “When I found out about IELTS One Skill Retake, I was so relieved to know that I didn’t have to redo all four components of IELTS. I retook my Speaking test as I felt I didn’t give my best the first time. Thanks to IELTS One Skill Retake, I was able to boost my Speaking score from 5.5 to 6.5. IELTS One Skill Retake saved me time and money. I set my mind to the challenge and was able to focus on the one skill I needed to improve, which allowed me to meet the lodgement deadlines for my university. I’m glad that IELTS is recognised by many organisations globally. It allowed me to confidently apply to many universities with my IELTS One Skill Retake results and feel proud of my English. This is just the start for me. I can’t wait to see where my English language abilities will take me next.” Meyliani Sanjaya | Student Thanks to IELTS One Skill Retake, I was able to boost my Speaking band score from 5.5 to 6.5. IDP Annual Report 2024 18 Our global team Our people reflect the diversity of the communities we serve We employ more than 6,500 people globally and operate in over 60 countries, each with distinct languages, beliefs, social systems and business practices. We believe having a diverse workforce is one of our greatest competitive strengths. We work together to deliver exceptional experiences for our customers and clients. In doing so, we bring together the best talent and ideas which further helps to grow our global business. We aspire to a workplace that is fair and inclusive, and where differences are valued. Our business is strengthened by the wealth of experiences that reflect the diversity of the communities and customers we serve. Our commitment to gender equality The IDP Board and our Global Leadership Team remain committed to improving gender equality across our organisation, so that all our people have the opportunity to grow in their role and maximise their earning potential, regardless of gender. Gender equality has long been part of our inclusion, diversity and equity efforts, recognising that women represent the majority of our global workforce. In Australia, IDP has been recognised as an Employer of Choice for Gender Equality by the Workplace Gender Equality Agency (WGEA) since 2022. We became a proud signatory to the HESTA 40:40:20 Vision in 2021, a firm step forward in our commitment to delivering a gender-diverse leadership team. Culture and engagement We are proud of our diverse and connected culture, underpinned by our IDP values and strengthened through engaging all our people. We continuously reinforce our culture, consider the personal and professional growth and aspirations of our people and reward and recognise their achievements in delivering on our strategic priorities. Our Inclusion, Diversity and Equity (IDE) program of work is about taking genuine and sustainable actions to make a difference for our people wherever they are across our global network. We have been intentional in developing employee- led communities across IDP, and in FY24, we now have Employee Resource Groups in six countries covering the topics of Wellbeing, Carers & Family, Giving Back, Sustainability and Pride, each sponsored by our Global Leadership Team. We held a global learning event to build engagement and connection between groups, and to share best practice by an external expert. IDP’s global reach and strategic ambitions present exciting opportunities and an ideal environment for meaningful career journeys. This year we introduced ‘Career Pathways at IDP’ to provide a framework for our people to understand what a career at IDP could look like. Career Pathways describe potential roles, what is required for success in the role, and what steps an individual can take to progress towards their ambitions. Career Pathways launched this year focused on our student placement business. For more information on our global teams, see our Sustainability Report at investors.idp.com. IDP Annual Report 2024 19 Knowledge sharing has shaped my career – Rohan’s story In May 2011, Rohan entered our Dubai office as an Education Counsellor, marking the beginning of his IDP journey. In 2017, Rohan was one of ten recipients of IDP’s prestigious Maher El Bakry Emerging Leaders program. Today, he is Associate Director, Destination Management, leading teams across the Middle East and Africa. “As a counsellor, I discovered how courageous students are in the pursuit of their global dreams. I felt proud to work for IDP and be able to help students shape their lives. When I was offered opportunities to travel with IDP, I learnt first-hand about leading universities and how they help improve the world. In return, I informed these institutions how they could better connect with students and understand their real challenges. It is this constant knowledge sharing that ensures I never stop learning, an approach I adopted from the Maher El Bakry program. Now in my current position, I encourage my teams to remain curious and keep our customers central to everything. Knowing how much of a difference we make to our students’ lives has been my guiding star. I can’t wait to see what lies ahead for our team as we journey forward together.” Rohan Rego | Associate Director Destination Management, MEA Knowing how much of a difference we make to our students’ lives has been my guiding star. IDP Annual Report 2024 20 Our impact Opportunity for all We will help more people and communities access life-changing opportunities. Our customers and clients Delivering exceptional services that support success in a way that is accessible, fair and equitable. Our global team Being known for our inclusive, fair and equitable culture that champions diversity and opportunity. Social impact Using our global influence and the power of education to help address social challenges. We will be the trusted partner, operating with integrity everywhere in the world. Responsible business Acting ethically and with integrity to ensure we meet all stakeholder expectations. Our partners and suppliers Championing respect as the foundation of all our relationships and managing our key supply chain risks. Trusted partner We will address our environmental impacts and contribute to collective action in our sector. Emissions reduction Mitigating our climate impacts and collaborating with others in our sector to do the same. Resource management Promoting environmentally responsible operations across our global footprint. Environmental action IDP’s sustainability strategy focuses on areas that have the most impact and align most with our global strategy and key stakeholders. Our strategy drives our approach to sustainability priorities and emphasises the positive opportunities aligned to our purpose. We are proud that our purpose and our business strategy make a positive contribution to sustainable development through education, global mobility and diversity. However, we recognise that we can do more to contribute to a more sustainable future for our customers, clients and teams. Our sustainability strategy reflects this belief and focuses on where we can have the greatest impact. We address the material sustainability risks and opportunities within our Sustainability Report, focusing on those that could impact IDP’s ability to sustain future performance and deliver on our long-term strategy. Our climate change reporting within the report follows the requirements of (draft) AASB SR1 Australian Sustainability Reporting Standards (ASRS) – Disclosure of Climate-related Financial Information, as far as possible, recognising that IDP is not required to report against this standard until FY26. To view our Sustainability Strategy in full view our Sustainability Report at investors.idp.com. IDP Annual Report 2024 21 Peter Polson Non-Executive Director and Chair Peter was appointed as a Non-Executive Director and Chair of IDP Education in March 2007 and became Chair of IDP Education Limited when the company was listed on the Australian Stock Exchange in November 2015. Peter has broad experience in the global financial services industry. Most recently as Managing Director of Colonial First State Group, the international funds management business within the Colonial Group, and before that as an executive with the Commonwealth Banking Group with responsibility for all investment and insurance services. These included the group’s funds management, master funds, superannuation and insurance businesses and third-party support services for brokers, agents and financial advisers. He is currently Chairman of Avant Group Insurance Limited and Very Special Kids. Until October 2022, Peter was Chairman of Challenger Limited and Challenger Life Company Limited. Peter is also a Director of Avant Mutual Group Limited and Avant Group Holdings Limited. Tennealle O’Shannessy Chief Executive Officer and Managing Director Tennealle was appointed as Chief Executive Officer and Managing Director of IDP Education in February 2023. Tennealle has over 25 years of professional experience, including scaling online education and employment platforms and e-commerce businesses. Prior to joining IDP, Tennealle was CEO of Adore Beauty, Australia’s number one online beauty retailer, where she led the successful listing of the company on the ASX in 2020. Prior to this role, Tennealle spent almost ten years with SEEK, a global market leader in online employment marketplaces and education services, where she held the role of Managing Director – Americas. Whilst at SEEK, she also held a number of global strategy-focused positions, including the start-up and scaling of Online Education Services, a public-private partnership between SEEK and Swinburne University. Earlier in her career, Tennealle was a consultant with global tier-one management consulting firm Kearney, focusing on strategic and operational CEO-agenda issues. Ariane Barker Non-Executive Director Ariane was appointed as a Non-Executive Director of IDP Education at the completion of its IPO in November 2015 and is Chair of the Audit and Risk Committee. Ariane is a Board Member of Commonwealth Superannuation Corporation since September 2013, where she Chairs the Governance Committee, the ARIA Investment Trust and is a member of the HR and Remuneration Committee. In June 2024 Ariane was appointed a Board Director and member of the Finance and Investment Committee at St Vincent’s Health Australia. She was a former Board Director of Atlas Arteria (ASX: ALX, listed company director from March 2021 to December 2022). Ariane has extensive experience in international finance, risk management, debt and equity capital markets and venture capital, with over 20 years in senior executive roles at JBWere (part of National Australia Bank), Merrill Lynch, Goldman Sachs and HSBC in the United States, Europe, Japan, Hong Kong and Australia. She was previously the CEO of Scale Investors from 2017 to February 2021. Ariane is a Fellow and graduate of the Australian Institute of Company Directors (AICD). Chris Leptos AO Non-Executive Director Chris was appointed as a Non-Executive Director of IDP Education at the completion of its IPO in November 2015. Chris is also the Chairman of Summer Foundation, Chairman of Liverty Housing, and the Independent Reviewer of the Food and Grocery Code under the Competition and Consumer Act. Previously, Chris was a Senior Partner with KPMG and Managing Partner Government at Ernst & Young where he had national responsibility for leading the public sector and higher education practice. In 2000 he was designated a Member of the Order of Australia for services to business and the community, and in 2022 he was designated an Officer of the Order of Australia for services to the public sector and education. He is a Fellow of the Institute of Chartered Accountants and a Fellow of the AICD. Board of Directors IDP Annual Report 2024 22 Professor Colin Stirling Non-Executive Director Colin was appointed as a Non-Executive Director of IDP Education in February 2018. He is the President and Vice-Chancellor of Flinders University and brings more than thirty years of experience in international education in Australia, the UK and the USA. Colin is currently a Director of both Education Australia Limited and the General Sir John Monash Foundation and has held various other board positions across health, academic and community organisations. Educated at the University of Edinburgh and with a PhD from the University of Glasgow, Colin began his award-winning scientific career at the University of California, Berkeley. Greg West Non-Executive Director Greg was appointed as a Non-Executive Director of IDP Education in December 2006. Greg is on the Council of the University of Wollongong and is Chair of the Audit Committee. Greg is a director of UOWGE Limited, a business arm of the University of Wollongong with universities in Dubai, Hong Kong and Malaysia. Greg is also a Director and Chair of Education Australia Limited and Education Centre of Australia Limited and Director of St James Foundation Limited Previously, Greg was Chief Executive Officer of a dual- listed ASX biotech company. He was a Director of Fertoz Limited (ASX: FTZ, listed company director from February 2022 to June 2024) and was also formerly a Director of Tiny Beans (ASX: TNY, listed company director from March 2022 to October 2022). He has worked at Price Waterhouse and has held senior finance executive roles in investment banking with Bankers Trust, Deutsche Bank, NZI and other financial institutions. Greg is a Chartered Accountant with experience in the education sector, investment banking and financial services. Michelle Tredenick Non-Executive Director Michelle was appointed as a Non-Executive Director of IDP Education in September 2022. Michelle is a company director with extensive experience in businesses operating in a broad range of industries, including banking, insurance, wealth management, education services, health insurance, superannuation, and technology. She also runs her own corporate advisory business advising boards and CEOs on strategy and technology. She currently serves on several listed and private company boards. She is on the board of Insurance Australia Group Ltd (ASX: IAG, listed company director since March 2018), Urbis Pty Ltd, and a Non- Executive Director and Lead Independent Director at First Sentier Investors Holdings Pty Ltd and Hub24 Ltd. (ASX: HUB, listed company director since June 2024). Michelle served as a Non-Executive Director of the Bank of Queensland from 2011 to 2020 and Cricket Australia from 2015 to 2022. Michelle was also formerly a Director of the Ethics Centre and Zafin Labs Americas Inc., and a Senate Member of the University of Queensland. Tracey Horton AO Non-Executive Director Tracey was appointed as a Non-Executive Director of IDP Education in September 2022 and is Chair of the Remuneration Committee. Tracey is an experienced company director with extensive international experience in leadership and senior management in the education industry and management consulting. Tracey is currently a Director and Chair of the Human Resources and Remuneration Committee of the GPT Group (ASX: GPT listed company director since May 2019), a Non-Executive Director of Campus Living Villages Pty Ltd and of IMDEX (ASX: IMD, listed company director since November 2023). Previously, Tracey served on the Boards of leading listed companies, including as Chair of Navitas and Non-Executive Director at Automotive Holdings Group, Skilled Group and Nearmap. She has held several leadership roles in the not-for-profit sector, including President of the Chamber of Commerce and Industry of WA and Deputy Chair of the Australian Institute of Company Directors. Andrew Barkla Non-Executive Director Andrew was appointed as a Non-Executive Director of IDP Education on 12 September 2023. He has extensive experience in the technology, services, and software industry, with more than 20 years of senior management experience in roles across Australia, New Zealand, Asia and North America. Andrew was CEO and Managing Director of IDP Education from August 2015 until September 2022. Prior to joining IDP Education, Andrew worked for SAP as President of Australia and New Zealand. Before this, he held leadership roles at Unisys, including Vice President of Unisys’ Asia Pacific Japan operations covering 13 countries, Member of Unisys’ Global Executive Committee, and Chairman of Unisys West: a technology services joint venture between BankWest and Unisys. Earlier in his career, Andrew was Vice President and General Manager of PeopleSoft’s Asia Pacific region prior to the company’s acquisition by Oracle. Andrew is currently Chair of Capsifi and an Advisory Board Member at Guroo Learning. IDP Annual Report 2024 23 Financial Report for the year ended 30 June 2024 25 Directors’ Report 41 Letter from Remuneration Committee Chair 43 Remuneration Report 64 Auditor’s Independence Declaration 65 Financial Statements 71 Notes to the Consolidated Financial Statements 112 Directors’ Declaration 113 Independent Auditor’s Report IDP Annual Report 2024 24 Directors’ Report The Directors of IDP Education Limited, present the financial report of IDP Education Limited (the Company) and its controlled entities (the Group, IDP Education or IDP) for the financial year ended 30 June 2024. Operating and financial review Introduction A summary of IDP Education’s consolidated financial results for the year ending 30 June 2024 (“FY24”) is set out in the table below. For FY24 the Group recorded total revenue of $1,037m, Earnings Before Interest and Tax (“EBIT”) (adjusted) of $239m and Net Profit After Tax (“NPAT”) (adjusted) of $154m. Summary Financials (A$m) Growth Unit FY24 FY23 $m % Total Revenue A$m 1,037.2 981.9 55.3 5.6% Gross Profit A$m 662.8 613.9 49.0 8.0% EBIT A$m 210.3 220.7 -10.4 -4.7% EBIT (Adjusted) A$m 239.4 230.3 9.1 4.0% NPAT A$m 133.5 149.1 -15.6 -10.5% NPAT (Adjusted) A$m 154.3 155.9 -1.6 -0.9% Basic EPS cents 47.7 53.4 -5.7 -10.7% Basic EPS (Adjusted) cents 55.2 55.8 -0.7 -1.3% Net Debt * A$m 156.6 42.4 114.2 269.3% * Net debt is calculated as total interest bearing liabilities less cash on hand including short term investments (6-month term deposit) as at 30 June 2024. A reconciliation between reported and adjusted EBIT/NPAT is provided in the table below. FY24 FY23 EBIT $m NPAT $m EBIT $m NPAT $m EBIT/NPAT 210.3 133.5 220.7 149.1 Adjusted by the following significant items: Credit loss provision for customers in countries subject to foreign exchange control 7.7 5.4 0.2 0.1 Costs associated with business restructuring 5.5 4.0 – – Unrealised foreign exchange losses 10.3 7.2 2.3 1.6 Merger, acquisition and integration expenses 1.4 0.9 5.5 3.8 Intangible asset amortisation generated from business combinations 4.3 3.2 1.6 1.2 EBIT/NPAT (Adjusted) 239.4 154.3 230.3 155.9 The Directors believe these adjustments and other non-IFRS measures included in this report are relevant and useful in measuring the financial performance of the Group. Whilst the significant items above have been added back to present EBIT/NPAT (Adjusted) at a Group level, they have not been adjusted at a segment level, hence they remain included in the segment results discussed below. Later in the report on page 32 – Underlying Growth section, the Directors also present “underlying” financial measures which normalise for the effect of foreign exchange movements year on year (financial measures presented assuming constant foreign exchange rates). The Directors believe that these “underlying” metrics provide useful information to assess the performance of the Group. IDP Annual Report 2024 25 Directors’ Report continued Review of operations IDP has a large global footprint and a diversified business model across its key business lines. As a result, the aggregate performance of the Group for any given year is driven by a large number of variables across many countries. This report provides a high-level summary of the highlights and key drivers during the year. The operating and financial performance of IDP in FY24 was impacted by a slow-down in the international education industry with each of IDP’s main destination markets introducing a range of more restrictive policy settings during the year that reduced the size of the international student market for the UK, Canada and Australia. The implementation of these tighter regulatory conditions occurred primarily in the second half of the financial year. Prior to these regulatory changes the Group was performing strongly, with revenue and EBIT for the first half of FY24 up 14% and 21% respectively (versus H1 FY23). This momentum primarily reflected a 33% increase in student placement volumes in H1 FY24 as IDP continued its strong rebound post the pandemic via a combination of rising market share and growing industry volumes. From late calendar year 2023, governments in the UK, Canada and Australia began to change policy settings with the aim to reduce the total volume of international students in their countries. These changes reflected an underlying desire to reduce population growth given ongoing inflation-induced cost of living pressures along with housing and other infrastructure shortages. The policy changes were numerous and included: • Australia – increased visa rejection rates, reduced post-study work rights for some students and increased visa processing charges, proposed cap on the volume of new international students from calendar year 2025; • Canada – introduced cap on the volume of new international students, additional documentation requirements for visas and removed post-study work rights for some students, and • UK – removed the ability for most student visas to bring dependents, introduced restrictions on the ability to switch courses and visa category and increased visa processing charges. The impact of these policy changes were observed in IDP’s Student Placement business, whilst IDP continued to take market share by strongly outperforming the broader market, the synchronised change in regulatory settings impacted student sentiment and conversion in the second half of the financial year. The impact of the changing policy environment led to softer trading conditions in all markets during the second half of the year, the biggest impact was felt in South Asian countries where student sentiment is most sensitive to visa approval rates and immigration policies. The impact of these policy changes were also reflected in IDP’s English Language Testing business, with IELTS volumes declining sharply in the second half particularly in markets like India, Pakistan and Bangladesh. In the period prospective test takers faced international student caps in Canada, removal of ability to bring dependents and uncertainty regarding post-study work rights in the UK and higher visa rejection rates for Australia, and in this environment we observed they increasingly deferred their international ambitions until a more certain regulatory environment returns. In addition to the headwinds caused by policy changes, IELTS volumes were also impacted by a more competitive environment for Canadian bound test takers. From August 2023 the Canadian government accepted three additional tests for a key student visa category and in January 2024 accepted an additional test for all economic visas and permanent residency applications. Offsetting the softer volume environment has been a continuation of solid growth in average fees and disciplined cost controls. In response to the changing industry environment, IDP sought to reduce its operating expenses during the second half of the financial year via disciplined cost control resulting in a reduction in discretionary spending, and a restructure that resulted in a reduction in overall staff numbers of approximately 6%. The charges associated with the restructure ($5.5m) were recognised in full in the current financial year, the benefit of which will be realised next year with a cost base that is more aligned with the challenging operating environment. Despite the broader industry headwinds, IDP continued to enhance its position as the leading global provider of international student recruitment services and IELTS remains the most widely used English Language test. During the period the company continued to invest in its strategic growth drivers which it believes will underpin long term shareholder value creation. This ongoing investment in FY24 included a capital investment program that covered physical network expansion to drive increased reach along with software development to drive the ongoing creation of new products and services that differentiate IDP from its competitors. For more information please refer to IDP’s corporate strategy which is summarised on page 33. IDP Annual Report 2024 26 Segment performance IDP Education views and manages its business on a geographic basis. Country and regional management are responsible for all activities in their geographic region across each of the Group’s key products (Student Placement, English Language Testing and English Language Teaching). As a result, the Group’s key reporting segments comprise geographic regions. The sections below discuss the Group’s results across its three geographic regions. A reconciliation of segment performance to Group’s performance for the year is presented in Note 2 of the financial report. Asia The table below shows the Group’s results across its Asian region which includes the following countries: Bangladesh, Cambodia, China, Hong Kong, India, Indonesia, Japan, Laos, Macau, Malaysia, Mauritius, Myanmar, Nepal, Philippines, Singapore, South Korea, Sri Lanka, Taiwan, Thailand and Vietnam. Asia Segment – Financial Summary Growth Unit FY24 FY23 $m % Total Revenue A$m 742.1 726.3 15.8 2.2% EBIT A$m 287.1 290.6 -3.5 -1.2% EBIT Margin % 39% 40% % of Total Group Revenue % 72% 74% % of Total Group EBIT (Excl Corporate Overheads) % 86% 85% Asia is IDP’s largest segment with approximately 72% of Group revenue being generated from countries within the region. Total revenue in the Asian segment rose 2.2% for the year versus FY23. The largest contributor to the region is India where IDP has a large operating footprint and leading market position. Indian student placement volumes rose 13% in FY24 with growth to Canada (+26%), Australia (+7%), and the USA (+20%) offsetting lower volumes to the UK (-7%). This performance exceeded overall market growth rates for each destination reflecting a strong increase in IDP’s market share. The solid performance in Student Placement offset a weaker year for IELTS in India with volumes down 42%. As mentioned earlier this was due to the impact of restrictive policy changes in key destination markets compounded by a more competitive environment for Canadian bound test takers. IDP’s operations in China performed well during FY24 with student placement volumes increasing by 30% versus FY23 levels driven mainly by a strong rebound in Australian course enrolments. Outside of India and China, IDP’s performance in the rest of Asia was generally strong with student placement and IELTS volume growth across many countries, most notably Vietnam, Bangladesh, and Indonesia. The English language teaching business which includes schools in Cambodia, Vietnam and Taiwan delivered revenue growth of 19% with the majority of the growth coming from Cambodia. Australasia The table below shows the Group’s results across its Australasian region which includes the following countries: Australia, Fiji, New Caledonia and New Zealand. Australasia Segment – Financial Summary Growth Unit FY24 FY23 $m % Total Revenue A$m 54.8 44.3 10.5 23.7% EBIT A$m 9.0 4.4 4.6 103.8% EBIT Margin % 16% 10% % of Total Group Revenue % 5% 5% % of Total Group EBIT (Excl Corporate Overheads) % 3% 1% IDP Annual Report 2024 27 The Australasian segment performed strongly for the year with strong revenue growth and disciplined cost control driving a doubling of EBIT versus FY23. The key drivers of the revenue performance were strong volume and price increases for onshore IELTS and Student Placement in Australia. This reflected an increase in the number of onshore students graduating from prior courses and seeking to move into subsequent studies or other visa categories. Whilst a smaller contributor, IDP’s New Zealand operations also benefitted from a larger pool of students in the country seeking further study or migration opportunities. Rest of World The table below shows the Group’s results across the Rest of World region which includes: Argentina, Azerbaijan, Bahrain, Brazil, Canada, Chile, Colombia, Cyprus, Ecuador, Egypt, France, Germany, Ghana, Greece, Iran, Ireland, Italy, Jordan, Kazakhstan, Kenya, Kuwait, Lebanon, Mexico, Morocco, Nigeria, Oman, Pakistan, Peru, Poland, Qatar, Romania, Russia, Saudi Arabia, Spain, Switzerland, Türkiye, Uruguay, Ukraine, Uzbekistan, the United Arab Emirates (“UAE”), the United Kingdom, and the United States of America. Rest of World Segment – Financial Summary Growth Unit FY24 FY23 $m % Total Revenue A$m 240.4 211.3 29.0 13.7% EBIT A$m 38.7 45.2 -6.6 -14.5% EBIT Margin % 16% 21% % of Total Group Revenue % 23% 22% % of Total Group EBIT (Excl Corporate Overheads) % 12% 13% The Rest of World recorded a 14% increase in revenue which comprised a 24% growth in Student Placements revenue and 9% growth in English Language Testing revenue. The Rest of World generates approximately sixty percent of its revenue from English Language Testing which comes from a diverse testing footprint across many countries. During FY24 the performance of IELTS across the segment was mixed with solid growth in markets like Pakistan, Türkiye and Uzbekistan offset by declines in other key markets like UAE, Iran, Kuwait and Qatar. The segment also saw strong growth in onshore testing volumes in Canada where a large pool of existing international students sought re-testing for further studies and other visa categories. Student Placement volumes in this segment rose 15% which was largely due to strong growth in volumes to the UK and Canada predominantly from key markets like UAE, Pakistan and Nigeria. FY24 was the first full year of operation of the Sub-Saharan African business acquired from Intake Education. The addition of volumes from Nigeria, Ghana and Kenya supported the overall performance particularly for the UK market which is the most popular destination for students from these countries. The decline in EBIT in the segment primarily reflects the inclusion of provisions for a credit loss ($7.7m) associated with third party test centres in countries subject to foreign exchange controls, which have impacted the Group’s ability to receive amounts due. The Group is continuing its effort to establish a payment pathway that complies with the applicable foreign exchange controls. The segment result was also impacted by foreign exchange movements year on year, in particular the devaluation of currencies such as the Nigerian Naira and the Egyptian Pound. Directors’ Report continued IDP Annual Report 2024 28 Results by service To aid the reader’s understanding of the Group’s results, IDP Education has also prepared financial results by secondary segments which show revenue and gross profit by service. The analysis below discusses the operational and financial highlights for each of the Group’s services. Student placement IDP’s Student Placement operations cover a number of activities. For reporting purposes the activities have been grouped as follows: • Placements – this represents revenue generated from the placement of an international student with an educational institution. The majority of revenue is received from the institutions directly via the payment of a commission to IDP. The activity also includes any fees paid by the student to IDP along with any referral fee received via the referral of students to third parties that provide ancillary services such as health insurance, accommodation and fund transfers • Other Services – this category represents revenue generated by activities that are closely aligned to the overall Student Placement business model but do not directly flow from the placement of a student. Revenue included here includes monies received from institutions for digital marketing services, events, consultancy and data services, and peer-to-peer marketing via The Ambassador Platform The table below presents a summary of the key operational and financial statistics for Student Placement. The majority of revenue from this service line arises from Placements which represents almost 90% of revenue. During FY24 Placements revenue rose 28% which was driven by a 17% increase in volumes and 10% increase in average fee. Despite tighter visa settings and a decline in overall industry volumes, IDP delivered an increase in volumes to each of its destinations versus FY23. This included a 31% increase in volumes to Canada, a 26% increase to the USA, a 15% increase to Australia and a 60% increase to New Zealand. This strong volume performance was accompanied by an average fee increase of almost 10% which resulted from higher tuition fees, increases in underlying commission rates, a favourable shift in course mix towards higher tuition programs and a small foreign exchange translation benefit. Revenue from Other Services increased 21% in FY24 which primarily reflected an 8% increase in digital marketing sales, a 34% increase in revenue from events and the inclusion of peer-to-peer revenue following the acquisition of The Ambassador Platform in May 2023. At an aggregate level gross profit margins across this service line were largely unchanged versus FY23. Margins for Other Services declined due to a higher portion of revenue being generated from events which generate a lower profit margin than the other activities in this grouping. IDP Annual Report 2024 29 Student Placements – Operational and Financial Summary Growth Unit FY24 FY23 Unit % Placement Volumes – Australia 000’s 40.7 35.4 5.2 14.7% – Other Destinations 000’s 58.3 49.2 9.1 18.5% Total Volumes 000’s 98.9 84.6 14.3 16.9% Revenue Placements – Australia A$m 193.3 152.0 41.3 27.2% – Other Destinations A$m 257.1 199.2 57.9 29.1% Total Placements Revenue A$m 450.4 351.2 99.2 28.3% Other Services A$m 58.0 47.8 10.2 21.3% Total Student Placement Revenue A$m 508.3 399.0 109.4 27.4% Gross Profit Placements A$m 384.1 300.3 83.8 27.9% Other Services A$m 28.2 25.5 2.7 10.7% Total Gross Profit A$m 412.3 325.8 86.5 26.5% Gross Profit Margin Placements % 85% 86% Other Services % 49% 53% Total Gross Profit % 81% 82% Average Placement Fee (A$)* – Australia A$ 4,755 4,290 465.0 10.8% – Other Destinations A$ 4,412 4,050 362.0 8.9% – Total A$ 4,553 4,151 402.0 9.7% Notes: * The Average Fee for Student Placement shown in this table is calculated as total Placements revenue divided by the number of courses IDP Education enrolled students into at its client education institutions during the period. Total Placements revenue includes all revenue associated with all placements including any revenue received from the student. It does not however include revenue from Other Services. Volume data to calculate the Average Fee only includes IDP Education client education institution course enrolments and excludes course enrolment volumes at education institutions that are not clients of IDP Education. Directors’ Report continued IDP Annual Report 2024 30 English Language Testing The impact of tighter policy settings across the UK, Canada and Australia was most keenly felt in IDP’s English Language Testing service line. The total number of IELTS tests delivered by IDP declined by 18% relative to FY23. Despite a strong 9% increase in average testing fees, total revenue for English Language Testing declined 11% for the year. The biggest impact was in India where volumes declined 42% v FY23. Volumes outside of India were more resilient with aggregate IELTS volume growth of 12% for markets other than India. The 9% increase in average fees recorded across the Group reflected strong underlying prices increases along with the beneficial impact of a greater percentage of tests being administered in higher price markets. The decline in gross profit margins in part reflected an increase in the fees charged by Cambridge for their service in the IELTS test. English Language Testing – Operational and Financial Summary Growth Unit FY24 FY23 Unit % Volumes 000’s 1,584.1 1,932.5 -348.4 -18.0% Revenue A$m 485.1 545.5 -60.3 -11.1% Gross Profit A$m 220.9 263.1 -42.2 -16.0% Gross Profit Margin % 46% 48% Average Fee A$ 306.3 282.3 24.0 8.5% The Average Fee for English Language Testing is the average of all English Language Testing revenue divided by the total number of IELTS tests conducted during the period. English Language Teaching IDP Education’s English Language teaching business comprises 13 schools across Cambodia, Vietnam and Taiwan. The business line delivered a strong performance in aggregate for the year with total course volumes up 13% and average fees up 5%. This resulted in revenue growth of 19% and a slight increase in gross profit margin. The majority of the growth in English Language Teaching was delivered in Cambodia where strong demand for English language learning along with a leading industry position allowed IDP’s schools, branded as the Australian Centre for Education (“ACE”), to deliver 22% revenue growth for the year. The Vietnamese schools reported an 8% decline in revenue with increasing competition and a move to shorter, lower price point courses undermining revenue and profitability. Whilst a relatively small operation, the schools in Taiwan which specialise in IELTS preparation courses delivered a strong performance for the year. English Language Teaching – Operational and Financial Summary Growth Unit FY24 FY23 Unit % Courses 000’s 106.6 94.3 12.3 13.0% Revenue A$m 39.8 33.4 6.4 19.1% Gross Profit A$m 26.5 21.8 4.6 21.3% Gross Profit Margin % 67% 65% Average Course Fee A$ 373.3 354.3 19.0 5.4% IDP Annual Report 2024 31 Financial position The financial position of IDP Education remains strong. As at 30 June 2024 the Group had total assets of $1,256m (2023: $1,233.4m) of which 44% related to intangible assets and the remaining being comprised primarily of cash, trade receivables, contract assets and right-of-use assets. Total assets exceeded total liabilities by $523m (2023: $517m). In December 2023, the Group completed the refinance of its borrowing facilities, which resulted in an increase in limit and an extension of their maturity to December 2026 and December 2028. As at 30 June 2024, IDP has the following debt facilities: Australian Dollar $360,000,000 Facility A: Acquisition funding unsecured Cash Advance loan facility for acquisitions and general purpose Australian Dollar $85,200,000 Facility B: Unsecured Cash advance facility to support both general corporate purposes and working capital requirements of the Group During the current financial year, $70m (net) was drawn down to fund the deferred consideration for the acquisition of Intake Group and working capital requirements. The total drawn debt was $279.2m at 30 June 2024 with transaction costs of $1.5m incorporated into the carrying value presented in Note 18. From a cash perspective the Group had $107.6m of cash on the balance sheet as at 30 June 2024 along with $13.5m of short term investments in the form of a term deposit. Foreign exchange IDP Education currently earns revenues and incurs expenses in approximately 50 currencies and as a result is exposed to movements in foreign exchange rates. It is therefore important to consider IDP Education’s financial performance on an underlying basis by excluding the impact of foreign exchange movements during the year. To illustrate the impact of foreign currency exchange rate movements on the FY24 result, IDP Education has restated its FY23 results below using the foreign exchange rates that were recorded in FY24. By comparing FY24 actuals to the restated FY23 results, IDP Education is able to highlight the underlying performance of the business during the period. The table below summarises this analysis, highlighting that foreign exchange movements had a small positive impact on revenue and a negative overall impact on profit. On average across the year, the Australian dollar traded below the average exchange rates in FY23 for the US Dollar (“USD”), UK Pound (“GBP”), Canadian Dollar (“CAD”) and the Indian Rupee (“INR”) whilst the average rate was marginally higher against the Chinese Yuan (“CNY”). Along with movements in a range of other currencies, the net impact of this was a $8m favourable movement in revenue (relative to the headline growth reported on page 25), and a $0.8m and $1.2m negative impact on EBIT and NPAT respectively. Underlying Growth Growth Unit FY24 FY23* $m % Total Revenue A$m 1,037.2 990.1 47.1 4.8% Gross Profit A$m 662.8 615.6 47.3 7.7% EBIT A$m 210.3 219.9 -9.5 -4.3% EBIT (Adjusted) ** A$m 239.4 228.7 10.7 4.7% NPAT A$m 133.5 147.8 -14.3 -9.7% NPAT (Adjusted) ** A$m 154.3 154.1 0.2 0.1% * Calculated by restating the FY23 results using the foreign exchange rates that were recorded in FY24. ** Adjusted EBIT and NPAT exclude acquired intangible amortisation, merger and acquisition expenses and integration expenses, unrealised FX losses, specific provision for customers in countries subject to foreign exchange controls and costs associated with corporate restructuring. Refer to page 25. IDP Education utilises a variety of methods to manage its foreign currency exchange rate risk. The key method is the use of forward exchange contracts and currency option contracts. IDP Education’s hedging policy requires it to put in place hedges to cover the expected net cash operating flows of certain key currencies including the GBP, INR, CNY, USD, and CAD. Directors’ Report continued IDP Annual Report 2024 32 IDP’s Global Strategy IDP’s purpose is to transform lives through international education. We believe in the power of international education at an individual and societal level. Our purpose is embedded in our culture and values. Our strategy aims to establish IDP as the first choice for people with international education ambitions. The strategy is built on three key pillars – reach, trust and innovation. We will engage with more people in more places, as their trusted partner, to deliver exceptional outcomes. Supporting our strategy are our key enablers – our diverse and talented people, leading innovation data and technology, outstanding customer experiences and our respected global brands. We align our investment to these enablers and track performance against key short term and long-term metrics that measure our success. The clear first choice for people with international education ambitions Engaging with more people in more places To deliver exceptional outcomes As their most trusted partner Diverse and talented people Respected global brands Outstanding customer experiences Leading innovation, data and technology To transform lives through international education We will achieve this by Enabled by our We aspire to be Our purpose is Engaging with more people in more places IDP has spent 50 years building its reputation as the leading global brand for student placement and language testing – we aspire to support even more students and test takers across more parts of the globe to help them realise their international education ambitions. We have unmatched digital and physical scale, with experts on the ground in more than 60 countries providing critical support to students and test takers. We have built our business across markets in Asia and the Middle East, and these countries will remain core growth drivers for the business. To supplement this footprint we will continue to expand in emerging growth markets. In the coming years, we will expand our presence to support more people than ever before, and with policy settings in key destination markets increasingly focused on quality, we see a unique opportunity for IDP as the leading quality player, to continue to increase its market share. Whilst trusted human connections are at the heart of our business model, our customers demand a contemporary service that includes leading technology and digital offerings. Our digital assets are amongst the most widely used in the industry and we will continue to invest in these to ensure we reach more people in more ways. IDP Annual Report 2024 33 As their most trusted partner Our customers place their trust in us to help them make one of the most important decisions of their lives. Our premise is simple: international education thrives when students are matched with the right country, with the right course, with the right support system. We continue to invest in our processes, systems and solutions to ensure students have the academic background, English language proficiency and financial capacity in place that positions them for success abroad. We leverage our unique data and insights to proudly champion the voices of our students and customers, so their needs and motivations are understood by policy makers. We collaborate with governments and educational bodies by providing real-time student demand data and leveraging our expertise in international education to inform influential policies. Trusted as a key voice for the industry, we’re creating meaningful change, shaping the future of higher education and empowering the next generation. IELTS is the leading high-stakes language test. It is trusted by more organisations globally than any other test. This position is built on the test’s quality, which is underpinned by its accuracy, reliability and security. We will invest in the development of IELTS to continually enhance these features while improving the appeal of the test to test takers. To deliver exceptional outcomes We aspire to be our customers’ first choice by delivering where others can’t, with our unique combination of trusted human connection enhanced by digital innovation. It is our combination of expert people, combined with unmatched data and leading technology that allows us to develop unique new solutions that solve our customers biggest challenges. We build new products that solve real problems for our customers so they can achieve their big life goals. Our unbiased guidance helps students build personalised pathways to success. We look to use new technologies to enhance human connections rather than replace them. Key risks An investor in IDP Education needs to consider the risks that have the potential to impact the financial performance of the Group going forward. IDP actively monitors and manages its risks to minimise the impact on the Group’s future financial performance. IDP has a risk management framework and policy overseen by the Board and supported by the Audit and Risk Management Committee (see also the Corporate Governance Statement). A summary of the key risks and the actions IDP is taking to manage these risks, are outlined below. Risk Area Key Challenges Mitigations Regulatory and Policy Risk IDP’s operations are impacted significantly by the policy and regulatory settings of its key destination markets, Australia, the USA, the UK, Canada, New Zealand and Ireland. Changes in these geographies with respect to immigration, regulatory (education, immigration, financial etc.) and /or visa requirements can have a direct impact on IDP’s operating and financial performance. • Maintain a diversified portfolio of operations across multiple geographies and business lines • Engage with Governments to ensure the needs of the industry and the business are understood • Focus the business on high quality institutions to minimise the volatility in volumes that can occur in some parts of the industry Geopolitical Political and social instability, natural disasters, pandemics, geopolitical conflicts and other similar issues have the potential to impact direct operations in geographies that IDP operates, as well as impact the flow of people between countries. • Maintain a diversified portfolio of operations across multiple geographies and business lines • Robust business continuity and disaster recovery planning • Manage the balance sheet to ensure strong liquidity and access to multiple funding sources Directors’ Report continued IDP Annual Report 2024 34 Risk Area Key Challenges Mitigations Competition IDP operates in highly competitive markets in most geographies in both high stakes English language testing and student placements product offerings. Competitive threats to IDP’s market position include price competition, increased acceptance of other language tests by institutions and governments, expansion of new and existing competitors in existing markets, customer experience and product innovation by competitors. IDP’s ability to respond to competitive threats in the English Language Testing market can be further constrained by the need to coordinate and agree changes to IELTS testing with the other co-owners of IELTS (Cambridge Assessment and the British Council). • Vigilance in monitoring local and global competitive trends and operating metrics. • Invest in ongoing product innovation and development including effective and fast-paced digital product delivery. • Maintain high quality standards to ensure a reputation as a quality/trust-based operator. • Invest in brand and marketing activities. • Work closely with the co-owners of IELTS to develop and implement a product roadmap for IELTS. Privacy and Cybersecurity Maintaining privacy and security of all data, including the personal data of our customers, clients, students, employees and company data is critical. The nature of cyber attacks is constantly evolving and can include sophisticated phishing scams and attacks on critical infrastructure. Additionally, the privacy and security of the data we hold may be compromised by breaches of our information technology security and unauthorised or inadvertent release of information through human error, malware or other means. In addition to the threat of data breaches, the impact of cyberattacks also has the potential to cause material business disruption to IDP’s operations which may impact IDP’s ability to meet its financial objectives. • Invest in a dedicated privacy and cyber security team that has a multi-year strategy to uplift IDP’s technical and operational capability. • Alignment of IDP’s privacy policies and processes to Australian Privacy principles, GDPR and other local requirements. • Use external benchmarking and support for maturity assessment and controls testing. • Initiatives to raise employee cyber awareness and vigilance have been implemented and continue to be reinforced. Talent and Culture IDP’s people are critical to the successful execution of its strategy and the delivery of quality outcomes for our customers. IDP faces challenges in attracting and retaining a talented, skilled, and diverse leadership team and workforce, along with ensuring that it continues to build and maintain its positive workplace culture. This is due to a highly competitive environment for specialist and mission-critical skills, the challenging sector wide operating environment, and pressures on IDP to manage competing priorities including growth, cost and efficiency objectives. • Clearly defined people centric values embedded in decision making and at all levels of IDP. • Competitive compensation and benefits packages. • Strong employer branding and employee value proposition. • Focused talent acquisition, leadership development and succession planning strategies. • Comprehensive diversity and inclusion, culture and engagement initiatives including certified participation in WGEA Employer of Choice, and Great Place to Work programs. IDP Annual Report 2024 35 Risk Area Key Challenges Mitigations Tax Risk Tax legislation and regulation vary across each country in which IDP operates, including in the approach taken by each regulator. This can create risks relating to tax liabilities, as well as the timeframes for tax matters to be finalised. The global nature of IDP’s operations results in significant complexity in managing the Group’s tax affairs. Further detail is set out in Note 30 (Contingent Liabilities) to the Financial Statements. • Diversified geographies and business model. • The employment of qualified tax resources globally and within each of IDP’s Regions. • IDP has a tax risk management framework in place to establish a consistent approach to the management of tax risks. • The use of qualified auditors and subject matter experts globally and within each of IDP’s Regions. Foreign Exchange Risk IDP’s global operations expose it to fluctuations in foreign exchange rates which can lead to both realised and unrealised foreign exchange gains and losses. There may also be foreign exchange controls which restrict, prohibit or delay the repatriation of cash in some instances and may also result in foreign exchange gains and losses that impact IDP’s financial results. • Diversified geographies and business model. • The employment of a centralised and professional treasury function. • The use of hedging (natural and contract) to manage exposures. • The use of external subject matter experts on complex matters. • Proactive monitoring of sanctions compliance and its impact on cash repatriation, and subsequent FX exposures, across IDP’s global operations. • Manage the balance sheet and cash flow to ensure strong liquidity and access to multiple funding sources. Environmental, Social, Governance (ESG) IDP is committed to ensuring it meets internal and external stakeholder expectations with respect to ESG activities. Failing to ensure IDP’s ESG activities are integrated in strategy and business planning, aligned to evolving expectations and requirements (e.g. mandatory climate disclosures) and supported by appropriate resourcing and governance arrangements could result in a loss of stakeholder confidence and a failure to take advantage of relevant opportunities. • Integrate IDP’s ESG activities into strategy and business planning and aligned to evolving expectations and requirements (e.g. mandatory climate disclosures) and supported by appropriate resourcing. • Established governance policies and processes. • Internal and external engagement on ESG materiality and evolving requirements. Directors’ Report continued IDP Annual Report 2024 36 Directors The following persons were Directors of IDP Education Limited during the financial year and up to the date of this report unless otherwise stated: Name Particulars Peter Polson Non-Executive Director and Chairman Tennealle O’Shannessy Managing Director and Chief Executive Officer Ariane Barker Non-Executive Director Andrew Barkla Non-Executive Director (appointed on 12 September 2023) Tracey Horton AO Non-Executive Director Chris Leptos AO Non-Executive Director Professor Colin Stirling Non-Executive Director Michelle Tredenick Non-Executive Director Greg West Non-Executive Director Details of each Director’s qualifications, experience and special responsibilities are set out on pages 22 to 23. IDP Annual Report 2024 37 Company Secretary The Company Secretary is Ashley Warmbrand. Mr Warmbrand is a highly experienced company secretary and general counsel, with over 20 years’ experience working in both global and large ASX listed organisations. Meetings of Directors The following table sets out the number of meetings (including meetings of committees of directors) held for the year and the number of meetings attended by each Director. Board Audit and Risk Committee Remuneration Committee Nomination Committee Held Attended Held Attended Held Attended Held Attended Peter Polson 7 7 7 7 3 3 4 4 Tennealle O’Shannessy 7 7 – – – – – – Ariane Barker 7 7 7 7 3 3 4 4 Andrew Barkla1 6 6 – – – – – Tracey Horton AO 7 7 – – 3 3 4 4 Chris Leptos AO 7 7 – – 3 3 4 4 Professor Colin Stirling 7 7 – – – – 4 4 Michelle Tredenick 7 7 7 7 – – 4 4 Greg West 7 6 7 6 – – 4 3 1. Andrew Barkla was appointed as a director on 12 September 2023. He was appointed to the Nomination Committee on 18 June 2024. Principal activities The Group’s principal activities during the year were: • placement of international students into education institutions in Australia, UK, USA, Canada, New Zealand and Ireland. Placement services include counselling, application processing and pre-departure guidance as well as services that support the recruitment of students such as digital marketing, events, consultancy and data services and peer to peer software; • distribution and administration of International English Language Testing System (“IELTS”) tests, a globally recognised high-stakes English language test for study, work and migration purposes. IDP is a co-owner of IELTS with the British Council and Cambridge Assessment; and • operation of English language schools in Vietnam and Cambodia. There was no significant change in the nature of these activities during the year. Significant changes in state of affairs Chief Financial Officer On 31 March 2024, Murray Walton stepped down from his role as IDP’s Chief Financial Officer after more than 14 years in the position. Kate Koch was appointed to the role of Chief Financial Officer on 26 March 2024. Kate is an accomplished senior finance executive with broad international experience, including in the education and technology sectors. Kate will join IDP from SEEK Limited where she has held the role of CFO since June 2021. Kate will commence with IDP in October 2024. In the interim period between 1 April 2024 and Kate commencing with IDP, the CFO responsibilities have been shared by the Finance Leadership Team, other members of the Global Leadership team and CEO. Future developments Information regarding likely developments in the operations of the Group in future financial years is set out in the Operating and Financial Review and elsewhere in the Financial Report. Directors’ Report continued IDP Annual Report 2024 38 Dividends In respect of the financial year ended 30 June 2024, an interim dividend of 25.0 cents per share franked at 77% was paid on 27 March 2024. A final dividend of 9.0 cents per share franked at 61% was declared on 28 August 2024, payable on 26 September 2024 to shareholders registered on 12 September 2024. In respect of the financial year ended 30 June 2023, an interim dividend of 21.0 cents per share franked at 25% was paid on 31 March 2023. A final dividend of 20 cents per share franked at 17% was declared on 22 August 2023, paid on 28 September 2023 to shareholders registered on 5 September 2023. Events subsequent to balance date There have been no matters or circumstances occurring subsequent to the end of the financial year that have significantly affected, or may significantly affect, the operation of the Group, the results of those operations, or the state of affairs of the Group in future financial years. Directors’ interests in securities The following table sets out each director’s relevant interest in the Company’s ordinary shares, performance rights and service rights as at the date of this report: Number of Ordinary Shares Number of Performance Rights Number of Service Rights Peter Polson 50,000 – – Tennealle O’Shannessy 9,802 75,007 4,361 Ariane Barker 30,000 – – Andrew Barkla 75,000 36,667 – Tracey Horton AO 6,250 – – Chris Leptos AO 28,684 – – Professor Colin Stirling 5,757 – – Michelle Tredenick 10,500 – – Greg West 27,817 – – Environmental regulation and performance The Group’s operations are not subject to any significant environmental regulations under government legislation of the countries it operates in. The Group maintains adequate systems for the monitoring of any environmental regulations. Indemnification and insurance of officers During the year, the Company paid a premium in respect of a contract insuring the Directors of IDP Education Limited (as named above), the Company Secretary and all executive officers of IDP against a liability incurred as such a Director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company’s Constitution provides that the Company will, to the extent permitted by law, indemnify any current or former director or officer in respect of any liability incurred in that capacity and related legal costs. The Company has entered a Deed of Indemnity with each director of the Company. Under the Deed, the Company indemnifies the relevant officer against certain liabilities and legal costs to the extent permitted by law. IDP Annual Report 2024 39 Non-audit services From time to time, the Group may engage the services of its auditor to assist with assignments additional to their statutory audit duties, where the auditor’s expertise and experience with the Group are essential and the services will not compromise their independence. The directors are aware of the requirements pertaining to auditor independence and have in place policies and procedures to address actual, potential and perceived conflicts in relation to the provision of non-audit related services by the Company’s auditor. Details of amounts paid or payable to the auditor Deloitte Touche Tohmatsu for audit and non-audit services provided during the year are outlined in Note 25 to the financial statements. The directors are satisfied that the provision of non-audit services during the year by the auditor is compatible with, and do not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and • none of the services undermine the general principles relating to auditor independence as set out in the Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Australian Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 64. Rounding of amounts to the nearest thousand dollars The Financial Report and Directors Report are presented in Australian dollars and amounts have been rounded to the nearest thousand dollars, unless otherwise stated, in accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. Corporate governance policies IDP is committed to strong and effective governance frameworks and, wherever possible, complies with the Australian Securities Exchange Corporate Governance Principles and Recommendations (ASX Principles). IDP’s Corporate Governance Statement, in addition to corporate governance policies are available in the Investor Centre – Corporate Governance section of the company Website, at IDP Education Ltd – Investor Relations Site. Directors’ Report continued IDP Annual Report 2024 40 Letter from the Remuneration Committee Chair Dear shareholders, On behalf of the Board, I am pleased to present IDP’s 2024 Remuneration Report. For more than fifty years, IDP has helped transform lives through international education. The long-term growth drivers for international education have demonstrated remarkable resilience throughout this period, although we have seen many short-dated shifts in market dynamics. Current market conditions are unusual by historical standards in that they reflect concurrent regulatory changes across most of our study destinations. As such, we expect the global market to slow markedly in the year ahead. The IDP leadership team is very experienced in navigating changing market conditions and have conviction that IDP’s focus on quality outcomes for our international students and customers, combined with our investment in and execution of our global strategy, will position us to rebound strongly as conditions improve. Attracting and retaining the outstanding leadership team members to guide our global teams over the years ahead is critical to deliver ongoing value to shareholders. FY24 performance Our global team continues to deliver market-leading performance despite these external headwinds. For the first half of the year, IDP delivered record revenue of $579 million, up 15 per cent from H1 FY23. During this period, we supported a record number of international students and test takers worldwide. In the second half of the year, regulatory changes in Australia, Canada, and the United Kingdom came into effect, and the size of the global market of international students and test takers reduced. Despite these external headwinds, by year-end we had supported students in entering 98,900 courses and delivered 1,584,100 IELTS language tests. From a profitability perspective, we delivered Earnings Before Interest and Tax (EBIT) of $220.4m1, only marginally down on FY23 resulting in a Net Profit After Tax of $133.5m. Underpinning these financial results is the implementation of next generation digital assets supporting our students and partners in an expanding geographic footprint and resulting in a record high Net Promoter Score (NPS). We are exceptionally proud of our team and the outcomes they have delivered which highlight IDP’s through-the-cycle focus and unwavering commitment to achieve our long-term vision of becoming the clear first choice for people with international education ambitions. The team also successfully achieved many of the Key Performance Indicator (KPI) targets set for the 2024 STI results of which are outlined in this report. FY24 remuneration decisions Full details of the remuneration decisions and outcomes for FY24 are set out in the Remuneration Report. The key remuneration decisions for FY24 and FY25 are outlined below: Board of Directors At the August 2023 Board meeting a 5% increase, effective 1 July 2023, to the Chair and Non-executive Director Base fees was approved for FY24. This is the first increase in Base fees since March 2018. Committee fees remain the same. Executive Key Management Personnel • Ms O’Shannessy, Chief Executive Officer and Managing Director (CEO), and Mr Harmeet Pental Chief Operating Officer (COO) each received a 4% increase to Fixed Annual Remuneration (FAR) reflecting general market adjustment; • Mr Murray Walton Chief Financial Officer (CFO) and Mr Warwick Freeland Chief Strategy Officer and Managing Director (CSO) each received an 8% increase to FAR to better align fixed pay to market relativities; • The FY24 STI award for executive KMP will be between 52.5% and 56.1% of target. A detailed explanation of the related outcomes is set out on page 53; 1. Representing reported EBIT of $210.3m retranslated using foreign exchange rates applied in the setting of the FY24 budget. IDP Annual Report 2024 41 Letter from the Remuneration Committee Chair continued • Under the FY21 LTI Award the EPS CAGR and the Relative TSR performance conditions for the Performance Rights granted were tested following the end of the performance period on 30 June 2023. FY21 LTI EPS CAGR was 30.4% and FY21 LTI TSR relative ranking was at the 64th percentile. Based on this, the FY21 EPS CAGR measure vested at 100% and FY21 Relative TSR partially vested at 78.92% • Under the FY22 LTI Award the EPS CAGR and the Relative TSR performance conditions for the Performance Rights granted were tested following the end of the performance period on 30 June 2024. FY22 LTI EPS CAGR was 47.2% and FY22 LTI TSR relative ranking was at the 28th percentile. Based on this, neither tranche of the FY22 Awards vested and all Performance Rights under the award lapsed. • IDP has undertaken an assessment of our executive Key Management Personnel and Global Leadership Team roles resulting in the following changes: • Mr Warwick Freeland, Chief Strategy Officer and Managing Director (CSO) of the English language testing business ceased to be an executive KMP on 30 June 2024. • Mr Freeland will continue to operate at a senior executive level, with specific focus on development and facilitation of the Company’s overall strategy. His previous wider ranging global responsibilities for IELTS marketing and technology have been assumed by other Global Leadership Team members. Full details of the remuneration decisions and outcomes for FY24 are set out in the Remuneration Report. In addition, the Board will continue to review the market competitiveness of executive KMP and Global Leadership Team remuneration through independent market benchmark assessments. Leadership changes FY24 saw the ongoing orderly renewal of the leadership team. On 12 September 2023, Mr Andrew Barkla was appointed to the Board. On 12 December 2023, Mr Murray Walton, long-standing Chief Financial Officer (CFO), announced that he would be stepping down from the CFO role from 31 March 2024. Ms O’Shannessy paid tribute to Mr Walton on behalf of the Board stating “Murray is highly regarded and balances financial and strategic leadership with being a champion of our people. He has played an integral role in the growth and success of our business.” Mr Walton remains employed by IDP on a part-time basis, developing commercial leaders in the business. In March 2024, IDP announced that Ms Kate Koch had been appointed as the new CFO. Ms Koch joins IDP as an accomplished senior finance executive with extensive international experience across technology and education industries. The Chair and members of the Remuneration Committee will continue to work closely with their fellow Directors, external advisors and management to ensure that our remuneration framework continues to attract and retain a strong, motivated and effective leadership team focused on achieving our strategic objectives and delivering positive outcomes for customers and shareholders. The Committee is aware of the complexity the increased regulatory restrictions have brought to the international education sector. It is in this context that IDP must continue to attract and retain high calibre executives in this challenging market. FY25 priorities For FY25 we have considered alignment between our refreshed strategy and our remuneration framework. As a result: • The number and mix of STI KPIs for executive KMP were reconsidered with the weighting for financial (50%) and non-financial (50%) measures remaining unchanged. The non-financial measures comprise a series of strategic KPIs aligned to the renewed global strategy and business plan. • The Committee has also reviewed the FY25 LTI performance measures and hurdles with changes to include the broadening of the LTI metrics to better align to the delivery of our refreshed strategy. Further details on the FY25 LTI performance measures and equity grant arrangements will be provided ahead of our upcoming Annual General Meeting. We now seek your support of the Remuneration Report at our Annual General Meeting in October 2024. Tracey Horton AO Chair of the Remuneration Committee 28 August 2024 IDP Annual Report 2024 42 Remuneration Report Contents 1. Key Management Personnel 2. Summary of Remuneration Decisions in FY24 3. Remuneration Strategy 4. FY24 Remuneration Structure 5. Company Performance and Remuneration Outcomes 6. Executive Employment Agreements 7. Non-Executive Director Remuneration 8. Remuneration Governance 9. Statutory Remuneration Tables 1. Key Management Personnel The following people were Key Management Personnel (KMP) of IDP in the financial year ended 30 June 2024 and to the date of this report. Executive KMP1 Position Term Tennealle O’Shannessy Managing Director and Chief Executive Officer (CEO) Full Year Murray Walton Chief Financial Officer (CFO) Part Year2 Warwick Freeland Chief Strategy Officer and Managing Director IELTS (CSO) Full Year3 Harmeet Pental Chief Operating Officer (COO) Full Year Non-Executive Directors Peter Polson Chairman Full Year Ariane Barker Non-executive Director Full Year Chris Leptos AO Non-executive Director Full Year Greg West Non-executive Director Full Year Professor Colin Stirling Non-executive Director Full Year Tracey Horton AO Non-executive Director Full Year Michelle Tredenick Non-executive Director Full Year Andrew Barkla Non-executive Director Part Year4 1. Key management personnel (KMP) is defined by AASB 124 Related Party disclosures. Only Directors, the Chief Executive Officer and executives that have the authority and responsibility for planning, directing and controlling the activities off IDP, directly or indirectly and are responsible for the Company’s governance are classified as KMP. 2. Stepped down from CFO role 31 March 2024. 3. Cease to be a KMP on 30 June 2024 as a result of a realignment of responsibilities to other functional leaders. Mr Freeland does not meet the definition of KMP based on the narrower remit on an ongoing basis. 4. Commenced 12 September 2023. IDP Annual Report 2024 43 Remuneration Report continued Leadership Changes In December 2023 we announced that Mr Murray Walton would step down as Chief Financial Officer effective March 2024 and that he would continue with IDP in a part time capacity developing commercial leaders in the business. In March 2024 the Board announced that Ms Kate Koch had been appointed as the new Chief Financial Officer and will be commencing with IDP in October 2024. In the interim period between 1 April 2024 and Ms Koch commencing with IDP, the CFO responsibilities have been shared by the Finance Leadership Team, other members of the Global Leadership Team and the CEO. The Board also welcomed Mr Andrew Barkla to the Board as a Non-executive Director (NED) from 12 September 2023. This appointment was confirmed at the 2023 Annual General Meeting. 2. Summary of remuneration decisions in FY24 The table below provides a summary of remuneration decisions taken by the Board in FY24. Executive KMP • Fixed Annual Remuneration (FAR) increase of 4.0% for Tennealle O’Shannessy (CEO) and Harmeet Pental (COO) reflecting local market movements • FAR increase of 8.0% for Warwick Freeland (CSO) and Murray Walton (CFO) reflecting adjustment to better align fixed pay to market relativities • FY24 STI award of between 52.5% and 56.1% of STI potential at target • FY21 LTI Plan which measured performance from 1 June 2020 to 30 June 2023 • Tranche 1 – Earnings per Share (EPS) compound annual growth (CAGR) vested at 100% of target • Tranche 2 – Total Shareholder Return (TSR) relative vested at 78.92% of target NEDs With effect from 1 July 2023 • Annual fee for Board Chair increased from $350,000 pa to $367,500 pa (5%) • Annual fee for NEDs increased from $150,000 pa to $157,500 pa (5%). • This is the first increase in annual fees since March 2018. Committee fees remain unchanged. 3. Executive Remuneration and Performance Framework The following table outlines the Executive Remuneration and Performance Framework which includes the Purpose and Principles designed to assist with decisions on executive remuneration. Executive Remuneration and Performance Framework Purpose: To reward our executives to deliver our strategy and create sustainable value for shareholders Principles Attract and Retain Competitive remuneration, flexible to our markets and context, to get and keep the best talent for our business Fair Fair in the eyes of executives and shareholders with affordable remuneration where the connection between performance and pay is clear Strategy Recognise the achievement of strategic priorities Culture Reinforce the desired culture Shareholder Values Share in shareholder value created Remuneration Delivered as Fixed Pay Short Term Incentive (STI) Long Term Incentive (LTI) Competitive remuneration, flexible to our markets and context, to get and keep the best talent for our business Recognise and hold accountable for annual achievements and progress in delivering our strategy Keep the right people Align with shareholders, with executives sharing in value created IDP Annual Report 2024 44 Executive Remuneration Framework Executive KMP total remuneration packages comprise the following elements: FAR Fixed Annual Remuneration STI Short Term Incentive (deferred equity for CEO, CSO and COO) STI Short Term Incentive (cash) LTI Long Term Incentive At-Risk Remuneration Remuneration delivery timeline Reward supports a focus on short and long term delivery that underpins sustainable long-term performance. • FAR is delivered regularly over the year • The STI is measured over the financial year performance period, the cash component is paid in September after confirmation of the annual results. Select executive KMP have a proportion of the STI award deferred and delivered as service rights in IDP which vest over a further 12 months • LTI awards only vest if pre-determined Company performance hurdles are achieved over a three year period This remuneration approach aligns executive remuneration with shareholder interests, with a meaningful proportion of reward at risk and subject to achievement of measures aligned to longer term shareholder value accretion. The timing of executive KMP remuneration outcomes for performance achieved in a given year is illustrated in the following diagram: LTI 3 year Performance Period STI 1 Year Performance Period Deferred STI (selected executives) FAR Cash STI Year 1 Year 2 Year 3 IDP Annual Report 2024 45 Remuneration mix The intent of the remuneration structure is to provide the right balance of fixed and variable reward that aligns Executive KMP rewards with shareholder interests and alignment to our pay for performance philosophy, focusing efforts on driving growth and sustained long term performance. A significant proportion of the target reward mix is variable, and therefore at risk, and will only be realised if executives meet critical performance hurdles. The illustrations below provide an overview of the Total Target Remuneration (TTR) mix for the CEO and other Executive KMP. Tennealle O’Shannessy, CEO Murray Walton, CFO 33% 17% 17% 33% 50% 25% 25% Warwick Freeland, CSO Harmeet Pental, COO 40% 28% 20% 12% 33% 24% 10% 33% ■ FAR ■ STI (cash) ■ STI (deferred equity) ■ LTI STI Deferral CEO: first $100,000 provided as cash. 50% of the remainder is paid as cash and the rest is deferred for twelve months in service rights. CSO and COO: 30% of any award payable is deferred for twelve months in service rights and balance is paid as cash. Remuneration Report continued IDP Annual Report 2024 46 4. FY24 Remuneration Structure This section provides details of each of the remuneration elements and relevant performance conditions in FY24. FY24 Total Target Remuneration The table below shows the TTR for FY24 for each of the Executive KMP. Fixed Annual Remuneration ($) STI at Target ($) STI Maximum ($) LTI1 ($) Total Target Remuneration ($) Tennealle O’Shannessy 2024 1,144,000 1,144,000 2,247,143 1,144,000 3,432,000 2023 415,890 415,890 813,957 1,121,1682 1,952,9483 Warwick Freeland 2024 587,852 587,852 1,154,709 293,926 1,469,630 2023 544,307 544,307 1,065,287 272,153 1,360,767 Harmeet Pental4 2024 679,485 679,485 1,334,703 679,485 2,038,455 2023 601,046 601,046 1,176,332 601,046 1,803,138 Former Executive KMP Murray Walton5 2024 675,807 337,904 663,739 337,904 1,351,614 2023 625,747 312,874 612,338 312,874 1,251,495 1. The value used to calculate the number of performance rights awarded under the LTI Plan. 2. Part year FY23 LTI allocation plus $250k sign-on award approved by shareholders at 2022 AGM and awarded as service rights. 3. Ms O’Shannessy commenced as CEO on 13 February 2023, TTR reflects part year service and includes $250,000 sign-on award approved by shareholders at 2022 AGM. 4. For FY24 this represents conversion from Arab Emirates Dirham (AED) to AUD based on 3 month average FX rate (Apr-Jun 2024). For FY23 this represents conversion from AED to AUD based on 3 month average FX rate (Apr-Jun 2023). 5. Represents full year equivalent TTR. 4.1. Fixed Annual Remuneration What were the changes to fixed annual remuneration in FY24? The Board reviews executive KMP remuneration each year to ensure remuneration remains fair and reasonable and market competitive, whilst also continuing to drive outstanding annual business performance. The review in FY24 included an independent benchmark report against bespoke comparator groups comprising ASX listed companies of similar size, type and market capitalisation. Considering the review outcome the Board determined to: • Increase the FAR of the CEO and COO by 4.0% effective from 1 July 2023 to reflect local market movement; and • Increase the FAR of the CFO and CSO by 8.0% to better align fixed pay to market relativities. IDP Annual Report 2024 47 4.2. FY24 Short Term Incentive Performance period 1 July 2023 to 30 June 2024 How much can Executive KMP earn? • The CEO, COO and CSO had a target STI opportunity of 100% of FAR and a maximum STI opportunity of 196.4% • The CFO had a target STI opportunity of 50% of FAR and a maximum STI opportunity of 98.2% of FAR How is performance assessed and what are the performance measures? STI awards are assessed over a 12-month period aligned with the Company’s financial year During FY24, the key performance measures for the Executive KMP were: Financial – 50% weighting Earnings Before Interest and Taxation (retranslated using foreign exchange rates applied in the preparation of the FY24 budget to moderate the effect of foreign currency movements when evaluating underlying performance for the year); Non financial – 50% weighting • Growth & Efficiency – 20% (15% for the CSO) • Customers & Innovation – 25% (30% for the CSO) • People – 5% Specific achievement against the KPI’s set for FY24 is detailed in Section 5 – Company performance and remuneration outcomes Rewarding performance The STI performance weightings are set under a predetermined matrix with the Board determination final Executive KMP STI performance criteria each have a minimum threshold achievement level, a target level and a stretch component that is designed to encourage above target performance • Failure to achieve the minimum threshold level of performance will result in no payment for that KPI; • Achievement of target performance will deliver 100% payment from that KPI; and • Exceptional performance against target will deliver payment up to 200% for that KPI. 1. Outcomes for financial measures or measures with an objective numeric target are calculated based on the table immediately below: STI Performance Ratings Performance Outcome (% achievement against Target) Reward Outcome (% of STI to be awarded)* Threshold 85 – 90% 25 – 50% Target 100% 100% Stretch 115 – 125% 120 – 150% Exceptional > 125% Up to 200% * Proportional straight line calculation between data points will apply 2. Outcomes of non-financial KPIs are assessed using the following scale: Performance Rating Performance Outcome Below Satisfactory 0 Satisfactory 15 Good 50 Very Good 100 Outstanding 125 Exceptional 150 Executive KMP are subject to malus and clawback provisions that enable the Board to adjust any unvested STI awards as appropriate Remuneration Report continued IDP Annual Report 2024 48 How is it paid? The CEO’s STI, set at 100% of FAR at target is satisfied as follows: • STI amounts up to $100,000 and 50% of any amount above $100,000 are awarded in cash; and • 50% of any amount above $100,000 is satisfied through a grant of service rights issued under the IDP Education Employee Incentive Plan (IDIP) subject to a vesting condition that the CEO remains employed for a further 12 months from the end of the financial year. The COO and the CSO STIs, set at 100% of FAR at target are satisfied as follows: • 70% is awarded in cash; and • 30% is satisfied through a grant of service rights issued under the IDIP subject to a vesting condition that the COO/ CSO remain employed for a further 12 months from the end of the financial year. The CFO’s STI, set at 50% of FAR at target is awarded in cash 4.3. FY24 Long Term Incentive Performance period 3 years – 1 July 2023 to 30 June 2026 How is performance assessed and what are the performance measures? We assess the FY24 LTI against two equally weighted, independent performance targets Tranche 1 – EPS CAGR Hurdle (50% weighting) Tranche 1 will vest if IDP achieves a CAGR in EPS of at least 14% per annum above the Base Year EPS of 53.57 cents per share for FY23 over the Performance Period as per the following table: CAGR in EPS % of Rights vesting in this tranche* < 14% per annum 0% ≥ 14% per annum 50% > 18% per annum 100% * Proportional straight line vesting between 14% and 18% per annum will apply The Board has the discretion to adjust for material one off impacts to EPS to ensure the intent and integrity of the EPS hurdle is preserved (for example, if there is a change in the accounting standards that materially impact the EPS calculation whether positively or negatively). The Board has never exercised this discretion Tranche 2 – Relative TSR Performance Hurdle (50% weighting) The TSR measure represents changes in the value of our share price over a period including reinvested dividends. These are expressed as a percentage of the opening value of the shares. Relative TSR is selected as a performance hurdle because we believe this provides the most direct measure of shareholder return and reflects an investor’s choice to invest in IDP or our direct competitors. Tranche 2 will vest if IDP achieves a TSR ranking against the component companies in the S&P ASX 100 Accumulation Index (excluding Banks, Financials. Resource and Real Estate companies) over the performance period as per the following table: Relative TSR Ranking % of Rights vesting in this tranche < 50th percentile 0% At 50th percentile 50% > 50th percentile to 75th percentile Pro-rated vesting between 50% and 100% If any of the selected companies, listed below, are delisted for any reason during the Performance Period their TSR result at the time of delisting will be deemed to be the TSR result for the Performance Period. If necessary to avoid an anomalous result, the Board may make adjustments in measuring TSR performance to ensure the intent of the incentive plan is maintained. The Board retains full discretion to determine and calculate the vesting outcomes. Executive KMP are subject to malus and clawback provisions that enable the Board to adjust any unvested LTI awards as appropriate. IDP Annual Report 2024 49 How is it paid? Performance rights Each performance right that vests at the end of the performance period entitles the executive to one fully paid ordinary IDP share at no cost. Fair value The fair value of the Executive KMP Performance Rights granted on 3 November 2023 was: • EPS CAGR – $21.40 • TSR – $14.19 How many Performance Rights are awarded? We determine the number of rights to be awarded by dividing a percentage of an executive’s FAR as at 1 July by the VWAP of shares over the 5 trading days immediately following the day on which we released our financial results. For the FY24 grant, this was $25.64. FAR Number of Performance Rights LTI % $25.64 Share price Tennealle O’Shannessy – 100% of FAR Murray Walton – 50% of FAR Warwick Freeland – 50% of FAR Harmeet Pental – 100% of FAR What is the LTI Comparator Group? IDP’s performance will be ranked by percentile according to its TSR relative to the TSR of the companies comprising the S&P ASX 100 Accumulation Index (excluding Banks, Financials, Resource and Real Estate companies) over the period from 1 July 2023 to 30 June 2026. The group includes: AGL Energy Ltd ALS Ltd Altium Ltd Amcor plc Ansell Ltd APA Group Aristocrat Leisure Ltd Atlas Arteria Ltd Aurizon Holdings Ltd Brambles Ltd carsales.com Ltd Cleanaway Waste Management Ltd Cochlear Ltd Coles Group Ltd Computershare Ltd CSL Ltd Dominos Pizza Enterprises Ltd Downer EDI Ltd Endeavour Group Ltd Fisher & Paykel Healthcare Corp. Ltd Harvey Norman Holdings Ltd Incitec Pivot Ltd Insurance Australia Group Ltd James Hardie Industries plc JB Hi-Fi Ltd Medibank Private Ltd Metcash Ltd NextDC Ltd NIB Holdings Ltd Nine Entertainment Co Holdings Ltd Orica Ltd Origin Energy Ltd Orora Ltd Qantas Airways Ltd QBE Insurance Group Ltd Qube Holdings Ltd Ramsay Health Care Ltd REA Group Ltd Reece Ltd Reliance Worldwide Corporation Ltd ResMed Inc SEEK Ltd Seven Group Holdings Ltd Sonic Healthcare Ltd Steadfast Group Ltd Suncorp Group Ltd Technology One Ltd Telstra Corporation Ltd The a2 Milk Company Ltd The Lottery Corporation Ltd Transurban Group Treasury Wine Estates Ltd Wesfarmers Ltd WiseTech Global Ltd Woolworths Group Ltd Worley Ltd Xero Ltd Remuneration Report continued IDP Annual Report 2024 50 5. Company Performance and Remuneration Outcomes 5.1. FY24 Long Term Incentive IDP’s historical financial performance over the last five years will assist shareholders to understand the context of the remuneration framework, management’s performance and how the Company’s performance impacts the remuneration outcomes for the Executive KMP. Measure FY24 FY23 FY22 FY21 FY20 Revenue ($m) 1,037.2 981.9 793.3 528.7 587.1 EBIT ($m) 210.3 220.9 158.9 64.1 108.1 NPAT ($m) 133.5 149.1 102.8 39.5 68.0 Basic EPS (cents per share) 47.69 53.36 36.86 14.26 26.23 Dividend (cents per share) 45.00 34.50 13.50 8.00 24.00 Share Price as at 30 June ($) 15.15 22.10 23.82 24.54 15.49 Average STI payout (%of target) 55.2 88.7 117.0 100.0 65.1 LTI Outcome (% vested) 89.45 44.45 50 100 100 IDP has continued to grow in complexity since it listed on the ASX in 2015. Over this period financial performance has improved as have the returns delivered to shareholders. Set out below is IDP’s TSR performance relative to the ASX100, ASX200 and the ASX300 since IDP listed in November 2015. These comparisons have been chosen because they represent the broad market indices within which IDP shares have traded since listing. TSR is the measure of the returns that a company has provided for its shareholder, reflecting share price movements and assuming reinvestment of dividends. Even with the impact of recent declines due to Covid 19 and recent regulatory headwinds IDP has still significantly outperformed the selected representative indexes over an extended period 0 200 400 600 800 1000 1200 2016 2017 2018 2019 2020 2021 2022 2023 2024 IDP Education Ltd S&P ASX 100 S&P ASX 200 S&P ASX 300 Note: The ASX100, ASX200 and ASX300 performance are indistinguishable due to the horizontal axis scale. IDP Annual Report 2024 51 5.2. FY24 STI performance outcome A more restrictive policy environment in IDP’s key destination countries is reducing the size of the international student market. This negatively impacted IELTS testing and student placement volumes during the second half of FY24. Given the current policy settings and market trends, IDP expects that the size of the international education market will decline by 20-25% over the next twelve months. As the leading quality player in the market, IDP is well placed to help students and institutions navigate these changing market conditions and expects to grow its market share in student placement. In response to this more challenging operating environment IDP is focused on the following: 1. Market share – the sector’s increased focus on quality and the unique services that IDP provides is expected to drive meaningful market share increases in student placement. IDP’s growing market share is evidenced by recent industry statistics which continue to show IDP’s superior visa approval rates and relative volume performance. IDP’s brand, service offering and client portfolio will benefit from a flight to quality particularly as increasing regulation on the use of poor quality agents raise the barriers to entry. 2. Product innovation – IDP has a strong focused roadmap of product development across its core student placement and IELTS business lines that it believes will underpin long-term shareholder returns. Investment in strategic growth areas will continue to ensure growth can accelerate when market conditions improve. 3. Cost reduction – IDP is implementing a cost reduction program for FY25 that is designed to align expenses to the near-term revenue outlook. This program will enable IDP to continue to invest in growth drivers, strategic programs and to appropriately reward and retain its experienced global staff whilst aligning total expenses to the near-term revenue outlook. IDP’s cost reduction program is not expected to impact the company’s operating footprint. Global scale and direct connectivity to customers in their local markets is a key strategic pillar. The STI performance measures set in FY24 within the STI framework reflect the focus areas above. Four key business measures drive quality outcomes for shareholders, our students, our clients and our people: Performance Measure Focus Area Performance Criteria Financial EBIT Achieve EBIT target EBIT is a key indicator of financial performance. It ensures appropriate focus on profit and cost and is a strong indicator of underlying company profitability. Growth and Efficiency Student Placement Growth 1. Growth on Student Placement FY23 total applied volume actual Applied volume is a powerful indicator of future business growth and financial performance. 2. Deliver identified Student Placement expansion initiatives to impact student pipeline growth Designed to build incremental volume in the student placement pipeline and increase supply of clients and courses to enable student flow through the pipeline. English language test candidates Exceed the total candidate volume target While measuring volume of English language testing overall, this also incorporates growth in new product innovations brought to market Customers and Innovation Customer Advocacy Continue to drive student advocacy while delivering high growth and expansion as measured by NPS By focusing on and responding to student feedback, IDP remains connected to what is important to students as investment in new initiatives is prioritised. Innovation Deliver innovation initiatives that build robust and best in class customer and client experiences which impact volume and share across student placement and IELTS Specific Innovation performance criteria address both immediate and long term initiatives that impact overall business outcomes. People Talent Define, communicate and implement a career pathway program for Counsellors Retention of talent, in particular the Counsellor cohort is critical. The program provides a framework for our people to understand what a career at IDP could look like and helps outline opportunities for promotions and career progression Remuneration Report continued IDP Annual Report 2024 52 The Board has reviewed the annual performance and has approved outcomes consistent with the standard remuneration framework which has resulted in an overall award of 56.1% of target (25.6% of maximum potential) for the CEO, CFO and COO. The overall award for the CSO was 52.5% of target (26.7% of maximum potential). A breakdown of the outcomes and reasoning for each KPI outcome against target is provided in the tables below. Performance Measure Focus Area Performance Criteria and Outcome Result % Financial EBIT 50% Achieve EBIT target Result was $220.4m (representing reported EBIT of $210.3m, retranslated using foreign exchange rates applied in the setting of the FY24 budget) which met threshold. 15.4% Growth and Efficiency Student Placement Growth 15% (excludes CSO) 5% (CSO) 1. Growth on Student Placement FY23 total applied volume actual Result impacted by restrictive policy environment in second half of year. 0.0 (includes CSO) 2. Deliver identified Student Placement expansion initiatives to impact student pipeline growth Results for student placement growth were impacted by restrictive policy environment in second half of year. However exceptional performance in client expansion initiatives was achieve. 8.6% (excludes CSO) English language test candidates 5% (excludes CSO) 10% (CSO) Exceed the total candidate volume target Results for English language test volumes were impacted by restrictive policy environment in second half of year 0.0 Customers and Innovation Customer Advocacy 5% Continue to drive student advocacy while delivering high growth and expansion as measured by NPS A record NPS result was achieved confirming students and parents increasingly trust IDP for quality services and support 6.3% Innovation 20% (excludes CSO) 25% (CSO) Deliver innovation initiatives that build robust and best in class customer and client experiences which impact volume and share across student placement and IELTS. Specific Innovation performance criteria address both immediate and long term initiatives that impact overall business outcomes. 20.8% (excludes CSO) 25.8% (CSO) People Talent 5% Define, communicate and implement a career pathway program for Counsellors Retention of talent, in particular the Counsellor cohort is critical. The program provides a framework for our people to understand what a career at IDP could look like and helps outline opportunities for promotions and career progression. 5.0% Total Result 56.1% (excludes CSO) 52.5% (CSO) IDP Annual Report 2024 53 Threshold Target Stretch Exceptional EBIT Student Placement Volume Growth Student Placement Expansion English Language Test Volume Customer Advocacy Innovation Talent The table below provides a summary of Executive KMP STI amounts earned for the FY24 performance year: FY24 STI at Target $ STI at Maximum $ STI Awarded % STI Awarded $ STI Foregone $ Tennealle O’Shannessy 1,144,000 2,247,143 56.1% 641,784 1,605,359 Warwick Freeland 587,852 1,154,709 52.5% 308,622 846,087 Harmeet Pental1 679,485 1,334,703 56.1% 381,191 953,512 Former executive KMP Murray Walton 337,904 663,739 56.1% 189,564 474,175 1. Converted to AUD from AED based on 3 month average FX rate (Apr – Jun 2024) 5.3. FY21 LTI performance outcome LTI Awards have been granted annually to all Executive KMP and are granted as performance rights measured over a set performance period. Under the FY21 LTI Award, the performance condition for Tranche 1 (50%) was EPS CAGR and Relative TSR for Tranche 2 (50%). The performance conditions for the Performance Rights awarded under the FY21 LTI were tested following the end of the Performance period on 30 June 2023. The results and vesting outcomes are detailed below and Performance Rights vested or lapsed on 31 August 2023, at no cost to the Executive KMP, as shown in the table below. FY21 LTI Target Result % of Performance Rights Vested EPS CAGR • Threshold – 25% • Maximum – 30% 30.4% 100% Relative TSR • Threshold – 50th percentile • Maximum – 75th percentile 64.46th percentile 78.92% EPS CAGR of the FY21 LTI fully vested and Relative TSR partially vested in August 2023. There are currently three LTI grants on foot and the current expectation of each grant for performance vesting is as follows: Award EPS CAGR Vesting Date Vesting Probability Relative TSR Vesting Date Vesting Probability FY22 LTI 31 August 2024 Nil 31 August 2024 Nil FY23 LTI 31 August 2025 Unlikely 31 August 2025 Unlikely FY24 LTI 31 August 2026 Unlikely 31 August 2026 Unlikely Remuneration Report continued IDP Annual Report 2024 54 5.4. Total Realised Remuneration (non-statutory) – FY24 This is an additional voluntary disclosure which the Board believes provides a transparent view of what the Executive KMP actual take-home pay was in FY24. These outcomes are aligned with IDP’s performance during FY24, as well as being aligned to IDP’s longer term performance. The table below is not required under the Australian Accounting Standards or the Corporations Act 2001 and is provided to assist in understanding actual realised remuneration outcomes. These figures include FAR, FY24 STI cash amounts not deferred and to be paid in September 2024. It also includes the value of previous STI deferred shares and LTI awards that vested during FY24 and became exercisable. The values differ from the values shown in the statutory remuneration tables in section 9 that shows the accounting expense for both vested and unvested awards. Year FAR $ Other Cash Payments1 $ STI Cash Payments2 $ Vesting of Prior Year Deferred STI Awards3 $ Vesting of Prior Year LTI Awards4 $ Total Realised Remuneration $ Tennealle O’Shannessy 2024 1,144,000 – 370,892 – 83,749 1,598,641 2023 421,667 – 239,542 – – 661,209 Warwick Freeland 2024 587,852 – 216,036 – 667,458 1,471,346 2023 543,824 – 309,194 – 156,387 1,009,405 Harmeet Pental5 2024 679,147 24,740 266,834 159,828 823,391 1,953,940 2023 634,186 13,124 383,497 147,074 243,897 1,421,778 Former KMP Murray Walton6 2024 506,855 189,564 740,773 1,437,192 2023 753,055 – 285,184 – 156,578 1,194,817 Total 2024 2,917,854 24,740 1,043,325 159,828 2,315,371 6,461,118 2023 2,352,732 13,124 1,217,417 147,074 556,862 4,287,209 1. Other cash payments include service related benefits and local benefits for offshore roles 2. Represents the cash component relating to the FY24 STI plan earned in the relevant financial year 3. Represents the value of on exercise of vested Deferred STI award granted in prior years 4. Represents the value of on exercise of Performance Rights granted in prior years. In the case of Ms O’Shannessy this represents the value on exercise of vested CEO Sign On Award (Tranche 1) approved by shareholders at 2022 AGM. 5. Mr Pental received a 4% increase to FY24 FAR however FX movements have impacted the year on year comparison. 6. Mr Walton ceased as CFO on 31 March 2024 6. Executive KMP Employment Agreements Remuneration and other terms of employment are covered in a formal employment contract. The employment contracts include provisions requiring a minimum notice period by both the Executive KMP and the Company. If either party provides notice, the Company may make a payment in lieu of notice. For all Executive KMP, in the event of serious misconduct or other circumstances warranting summary dismissal, notice is not required. The minimum notice period for each Executive KMP as per the contractual terms are set out in the table below. Contract Type Notice period by Executive Notice period by IDP Non-compete clause Tennealle O’Shannessy Ongoing 26 weeks 26 weeks 12 months Murray Walton Ongoing1 3 months 3 months 12 months Warwick Freeland Ongoing 13 weeks 26 weeks 12 months Harmeet Pental Ongoing 6 months 6 months 12 months 1. Ceased to be an executive KMP 31 March 2024 IDP Annual Report 2024 55 7. Non-executive Director Remuneration Non-executive Director fees are determined by reference to external survey data, taking into account the Company’s relative size and business complexity. Under the Company’s Constitution, the Directors determine the total amount paid to all Directors as remuneration for their services as a Non-executive Director. However, under the ASX Listing Rules, the total amount paid to all Non-executive Directors for their services must not exceed in aggregate in any financial year the amount fixed by the Company in a general meeting. This amount, being the fee pool limit, has been fixed at $2,000,000 per financial year. Each Non-executive Director’s total remuneration package may be comprised of the following elements: • Base fee • Committee fee Non-executive Directors have no entitlement to STI or LTI. Mr Andrew Barkla commenced as a Non-executive Director in September 2023 after previously serving as IDP’s CEO until September 2022. Mr Barkla continues to hold performance rights under the FY22 LTI award granted during his tenure as CEO which remain subject to the performance conditions of the award. The details of Mr Barkla’s performance rights are included in the statutory table on page 62. No retirement benefits are payable to Non-executive Directors other than statutory superannuation entitlements. The below table provides further details relating to the components of the Non-executive Direction remuneration. Component Delivered Description Base Fee Cash The base fee represents remuneration for service on the IDP Education Ltd Board. The base fee for the Board Chair represents the entire remuneration for that role Committee Chair Fee Cash Committee Chair fees represent remuneration for chairing Board committees Committee Member Fee Cash Committee member fees represent remuneration for service on an IDP Education Ltd Board Committee Non-executive Directors’ fees were reviewed in 2024 by independent remuneration advice against comparable ASX listed companies. The FY24 Non-executive Director remuneration fee structure is within the approved fee pool and is shown in the following table. $ per annum to 30 June 2023 $ per annum from 1 July 2023 Base Fee Chair 350,000 367,5001 Non-Executive Director 150,000 157,5001 Committee Chair Fees Audit and Risk Committee 40,000 Nomination Committee 10,000 Remuneration Committee 20,000 Committee Member Fees Audit and Risk Committee 10,000 Nomination Committee 10,000 Remuneration Committee 10,000 1. This is the first increase in Base fees since March 2018. Remuneration Report continued IDP Annual Report 2024 56 8. Remuneration Governance This section of the Remuneration Report describes the role of the Board and the Remuneration Committee, and the use of remuneration consultants when making remunerations decisions. The Board is responsible for IDP’s remuneration strategy and policy. Consistent with this responsibility, the Board has an established Remuneration Committee (the Committee). In summary, the role of the Committee includes assisting and advising the Board on remuneration policies and practices for the Board, the CEO, executive KMP, senior executives and other persons whose activities, individually or collectively, affect the financial soundness of the Company. The Committee advises the Board on remuneration practices and policies which are fair and responsible to drive a high performance culture and align with shareholder outcomes. The Committee’s role and interaction with the Board, internal and external advisors, are further illustrated below. The Board Reviews, applies judgement and, as appropriate, approves Remuneration Committee’s recommendations Remuneration Committee The Remuneration Committee operates under the delegated authority of the Board The Remuneration Committee is empowered to obtain independent professional and other advice in the fulfilment of its duties at the cost of the Company (subject to prior consultation with the Chairman of the Board); and Obtain such resources and information from the Company, in the fulfilment of its duties, as it may reasonably require to assist the Board in relation to the following: Remuneration framework for Chair, Non-executive Directors, and remuneration packages for CEO and senior executives External Consultants Internal Resources Design features of incentive schemes and equity based remuneration Legislative, regulatory or market developments in relation to remuneration and superannuation Trends in base pay for senior executives relative to all Company employees Further information on the Committee’s role, responsibilities and members is contained in the Corporate Governance Statement. The Remuneration Committee Charter can also be viewed in the Corporate Governance section of the Investor Centre of the IDP website. IDP Annual Report 2024 57 As at June 2024, the Committee comprised the following Non-executive Directors: • Ms Tracey Horton AO (Committee Chair) • Mr Peter Polson (Board Chair) • Ms Ariane Barker • Mr Chris Leptos AO The Directors’ Report provides information regarding: • Skills, experience and expertise of the Committee members; and • Number of meetings and attendance of members at the Committee meetings. Board Discretion Before determining remuneration outcomes and vesting, we assess alignment with overall Company performance – both financial and non-financial. In addition, the Board has full discretion over the outcome of any variable reward payment and vesting. The Board has the discretion to adjust, modify or cancel the STI and LTI outcomes – recognising overall outcomes relative to shareholder benefits. Malus and Clawback Executive KMP are subject to malus and clawback provisions that enable the Board to adjust any unvested STI or LTI awards as appropriate. This applies to circumstances including material misstatement or omission in the financial statements, fraud, dishonesty, conduct exposing IDP to potential reputational damage or other serious misconduct. The Malus and Clawback policy can be found in the Corporate Governance section of the Investor Centre of the IDP website. Minimum Shareholding Requirement The minimum shareholding policy requires Non-executive Directors to hold shares to the equivalent value of the annual base fee within 3 years from the date of appointment as a Non-executive Director or in the case of a Non-executive Director who was previously a representative of Education Australia (a major shareholder in IDP) they are required to comply with the policy within 3 years from 30 August 2021 (the date Education Australia ceased being IDP’s major shareholder). As at 30 June 2024, all Directors with this obligation hold more shares than their threshold requirement. There is also a voluntary minimum shareholding for executive KMP and other members of the Global Leadership Team under which they are expected to retain IDP shares to the value of 20% of FAR. This minimum shareholding is expected to be achieved within a five-year period from the commencement date of employment (or appointment if an internal promotion) of any new Global Leadership Team member. Minimum shareholding requirements are detailed below: Key Management Personnel Percentage Required Non-executive Director 100% of Base Fee CEO 20% of FAR (voluntary) Executive KMP 20% of FAR (voluntary) Use of Remuneration Consultants The Board directly engages external advisors to provide input to the process of reviewing executive KMP and Non-executive Director remuneration. A Use of Remuneration Consultants Policy was reviewed and approved by the Board on 22 August 2023. During FY24, the Board did not engage a remuneration consultant to provide any remuneration recommendations. Remuneration Report continued IDP Annual Report 2024 58 9. Executive KMP – Statutory Remuneration The following table has been prepared in accordance with Section 300A of the Corporations Act 2001 and details the statutory accounting expense of all remuneration related items for the executive KMP. Note that the table below accrues amounts for equity awards being expensed throughout FY24 that are yet to, and may never, be released to the executive KMP. The statutory remuneration table below differs from the FY24 KMP Realised Remuneration outlined on page 55. Differences arise mainly due to the accounting treatment of share-based payments (Performance Rights and Service Rights). Short Term Benefits Post Employment Benefits Long Term Benefits Equity Based Benefits Financial Year Salary $ STI1 $ Other2 $ Non- monetary Benefits3 $ Super- annuation $ Leave4 $ Perfor- mance Rights/ Service Rights5 $ Total Remun- eration $ Tennealle O’Shannessy 2024 1,116,500 641,784 – – 27,500 8,014 462,465 2,256,263 2023 411,125 379,084 – – 10,542 891 137,400 939,042 Warwick Freeland 2024 560,352 308,622 – – 27,500 32,979 289,520 1,218,973 2023 516,324 441,705 – – 27,500 22,305 471,791 1,479,625 Harmeet Pental6 2024 679,147 381,191 24,740 144,426 – 57,537 412,125 1,699,166 2023 634,186 547,853 13,124 154,760 – 51,685 730,960 2,132,568 Former Executive KMP Murray Walton7 2024 486,230 189,564 – – 20,625 31,651 182,893 910,963 2023 725,555 285,184 – – 27,500 28,673 532,085 1,598,997 Total 2024 2,842,229 1,521,161 24,740 144,426 75,625 130,181 1,347,003 6,085,365 2023 2,287,190 1,653,826 13,124 154,760 65,542 103,554 1,872,236 6,150,232 1. STI includes both cash and Service Rights expected to be paid/ vest in future periods as a result of FY24 STI outcomes 2. In Mr Pental’s case this includes medical insurance 3. Non-monetary benefits for Mr Pental represent housing benefit for this offshore position 4. Long term benefits represent long service leave accrued but untaken during the year 5. Equity based benefits represent benefits issued under the LTI, Deferred STI and the Recognition Award. It represents statutory accounting expenses measured under AASB-2, which are based on the grant date fair value, amortised on a straight line basis over the vesting period. Refer to share based payments accounting policy (note 23) for further details 6. Mr Pental is paid in foreign currency and the figures are impacted by variations in the FX rate 7. Mr Walton ceased as CFO on 31 March 2024 IDP Annual Report 2024 59 Executive KMP LTI and Deferred STI Outcomes Executive KMP Award Performance Rights/ Service Rights Grant Date Opening Balance Tennealle O’Shannessy The FY23 Award Performance Rights 21-Feb-23 30,394 Sign-On Award Service Rights 21-Feb-23 8,722 The FY24 Award Performance Rights 03-Nov-23 – FY23 Deferred STI Service Rights 03-Nov-23 – Warwick Freeland The FY21 Award Performance Rights 07-Sep-20 10,750 The FY22 Award Performance Rights 09-Nov-21 8,919 Recognition Award Service Rights 19-Oct-21 17,061 The FY23 Award Performance Rights 04-Oct-22 9,495 The FY24 Award Performance Rights 03-Nov-23 – FY23 Deferred STI Service Rights 03-Nov-23 – Harmeet Pental The FY21 Award Performance Rights 07-Sep-20 17,553 The FY22 Award Performance Rights 09-Nov-21 10,331 Recognition Award Service Rights 19-Oct-21 16,469 The FY23 Award Performance Rights 04-Oct-22 20,576 FY22 Deferred STI Service Rights 12-Sep-22 6,698 The FY24 Award Performance Rights 03-Nov-23 – FY23 Deferred STI Service Rights 03-Nov-23 – Former Executive KMP Murray Walton2 The FY21 Award Performance Rights 07-Sep-20 10,578 The FY22 Award Performance Rights 09-Nov-21 10,253 Recognition Award Service Rights 19-Oct-21 19,614 The FY23 Award Performance Rights 04-Oct-22 10,916 The FY24 Award Performance Rights 03-Nov-23 – 1. This represents 10.55% of the FY21 LTI plan that lapsed during FY24 in accordance with the performance conditions of the plan 2. The table represents the outcome for Mr Walton up until the date he ceased to be Executive KMP on 31 March 2024 Executive KMP Shareholdings As at 30 June 2024, all executive KMP exceed voluntary minimum shareholding. Details of ordinary shares held by the executive KMP and their related parties are provided in the table below. Opening Balance Performance Rights/ Service Rights Exercised Net Change Other1 Closing Balance Tennealle O’Shannessy – 4,361 – 4,361 Warwick Freeland 7,714 26,677 (29,237) 5,154 Harmeet Pental 43,327 38,869 (37,264) 44,932 Former Executive KMP Murray Walton2 40,115 29,077 (35,327) 33,865 1. These amounts represent ordinary shares purchased or sold directly or indirectly by the executive KMP during the financial year. These transactions have no connection with the roles and responsibilities as employees of the Company. 2. The table represents the closing balance for Mr Walton as at the date he ceased to be executive KMP on 31 March 2024. Remuneration Report continued IDP Annual Report 2024 60 Granted during year Exercised during year Forfeited during year1 Closing Balance – vested and exercisable Closing Balance – vested but not exercisable Closing Balance – unvested – – – – – 30,394 – 4,361 – – – 4,361 44,613 – – – – 44,613 5,441 – – – – 5,441 – 9,616 1,134 – – – – – – – – 8,919 – 17,061 – – – – – – – – – 9,495 11,462 – – – – 11,462 5,167 – – – – 5,167 – 15,702 1,851 – – – – – – – – 10,331 – 16,469 – – – – – – – – – 20,576 – 6,698 – – – – 26,072 – – – – 26,072 6,855 – – – – 6,855 – 9,463 1,115 – – – – – – – – 10,253 – 19,614 – – – – – – – – – 10,916 13,177 – – – – 13,177 IDP Annual Report 2024 61 Non-executive Director Statutory Remuneration Table Short Term Benefits Post Employment Benefits Long Term Benefits Equity Based Benefits Financial Year Directors Fees $ STI $ Other $ Non- monetary Benefits $ Super- annuation $ Leave $ Perfor- mance Rights1 $ Total Remun- eration $ Non-executive Directors Peter Polson 2024 340,000 – – – 27,500 – – 367,500 2023 322,500 – – – 27,500 – – 350,000 Ariane Barker 2024 195,946 – – – 21,554 – – 217,500 2023 208,337 – – – 1,663 – – 210,000 Greg West 2024 159,910 – – – 17,590 – – 177,500 2023 153,846 – – – 16,154 – – 170,000 Chris Leptos AO 2024 159,910 – – – 17,590 – – 177,500 2023 153,846 – – – 16,154 – – 170,000 Professor Colin Stirling 2024 150,901 – – – 16,599 – – 167,500 2023 144,796 – – – 15,204 – – 160,000 Tracey Horton AO 2024 187,500 – – – – – – 187,500 2023 125,117 – – – 8,412 – – 133,529 Michelle Tredenick 2024 159,910 – – – 17,590 – – 177,500 2023 117,070 – – – 12,292 – – 129,362 Andrew Barkla1 2024 114,302 – – – 12,573 – 161,134 288,009 Total 2024 1,468,379 – – – 130,996 – 161,134 1,760,509 2023 1,225,512 – – – 97,379 – – 1,322,891 1. Equity based benefits represent benefits issued under the LTI It represents statutory accounting expenses measured under AASB-2, which are based on the grant date fair value, amortised on a straight line basis over the vesting period. Refer to share based payments accounting policy (note 23) for further details. Mr Barkla commenced as Non-executive Director on 12 September 2023. The Performance Rights reported above were granted when he was CEO of IDP. Remuneration Report continued IDP Annual Report 2024 62 Non-executive Director Shareholdings Details of ordinary shares held by the Non-executive Directors and their related parties are provided in the table below: Opening Balance Performance Rights Exercised Options Exercised Net Change Other1 Closing Balance Non-executive Directors Peter Polson 50,000 – – – 50,000 Ariane Barker 21,684 – – 8,316 30,000 Greg West2 27,817 – – – 27,817 Chris Leptos AO 28,684 – – – 28,684 Professor Colin Stirling2 667 – – 5,090 5,757 Tracey Horton AO 1,200 – – 5,050 6,250 Michelle Tredenick 2,500 – – 8,000 10,500 Andrew Barkla 75,000 – – – 75,000 1. These amounts represent ordinary shares purchased or sold directly or indirectly by the Non-executive Directors during the financial year. These transactions have no connection with the roles and responsibilities as Non-executive Directors of the Company. 2. Indicates previous representatives of Education Australia This report is made in accordance with a resolution of the Directors. Peter Polson Chair Tennealle O’Shannessy Managing Director Melbourne 28 August 2024 IDP Annual Report 2024 63 Auditor’s Independence Declaration Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. 45 Deloitte Touche Tohmatsu ABN 74 490 121 060 477 Collins Street Melbourne VIC 3000 Australia Phone: +61 3 9671 7000 www.deloitte.com.au 28 August 2024 The Board of Directors IDP Education Limited Level 10, Melbourne Quarter 2 697 Collins Street Docklands VIC 3008 Dear Board Members, Auditor’s Independence Declaration - IDP Education Limited In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of IDP Education Limited. As lead audit partner for the audit of the financial report of IDP Education Limited for the year ended 30 June 2024, I declare that to the best of my knowledge and belief, there have been no contraventions of: The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and Any applicable code of professional conduct in relation to the audit. Yours faithfully, DELOITTE TOUCHE TOHMATSU Travis Simkin Partner Chartered Accountants IDP Annual Report 2024 64 Consolidated Statement of Profit or Loss for the year ended 30 June 2024 Notes 30 June 2024 $’000 30 June 2023 $’000 Revenue 2, 3 1,037,246 981,916 Expenses 4.1 (771,367) (710,649) Depreciation and amortisation 4.2 (55,444) (50,473) Finance income 3,394 2,861 Finance costs 4.3 (24,922) (16,238) Share of loss of associates (109) (110) Profit before income tax expense 188,798 207,307 Income tax expense 5 (55,266) (58,209) Profit for the year 133,532 149,098 Profit for the year attributable to: Owners of IDP Education Limited 132,749 148,521 Non-controlling interests 783 577 133,532 149,098 Earnings per share (EPS) Attributable to the owners of IDP Education Limited Notes 30 June 2024 30 June 2023 Basic EPS (cents per share) 7 47.69 53.36 Diluted EPS (cents per share) 7 47.58 53.28 The above statement should be read in conjunction with the accompanying notes. IDP Annual Report 2024 65 Consolidated Statement of Comprehensive Income for the year ended 30 June 2024 Notes 30 June 2024 $’000 30 June 2023 $’000 Profit for the year 133,532 149,098 Other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translating foreign operations (8,113) 9,849 Cash flow hedges: Fair value gains/(losses) on hedging instruments 653 (3,261) Cumulative gains/(losses) on hedging instruments reclassified to profit or loss 3,261 4,360 Income tax related to gains/(losses) 5 (260) (668) Other comprehensive income for the year, net of income tax (4,459) 10,280 Total comprehensive income for the year 129,073 159,378 Total comprehensive income attributable to: Owners of IDP Education Limited 128,312 158,795 Non-controlling interests 761 583 129,073 159,378 The above statement should be read in conjunction with the accompanying notes. IDP Annual Report 2024 66 Consolidated Statement of Financial Position as at 30 June 2024 Notes 30 June 2024 $’000 30 June 2023 $’000 CURRENT ASSETS Cash and cash equivalents 20 107,622 166,626 Short term investment in term deposits 13,482 – Trade and other receivables 8 171,518 160,936 Contract assets 9 143,334 102,838 Derivative financial instruments 22 1,512 4,642 Current tax assets 2,628 3,570 Other current assets 14 33,461 35,317 Total current assets 473,557 473,929 NON-CURRENT ASSETS Contract assets 9 5,762 5,840 Investment in associates 7,800 8,719 Plant and equipment 11 32,687 33,465 Rights-of-use assets 12 103,339 109,448 Intangible assets 13 552,484 538,164 Capitalised development costs 10 22,727 12,155 Derivative financial instruments 22 336 – Deferred tax assets 5 29,566 26,265 Other non-current assets 14 28,068 25,482 Total non-current assets 782,769 759,538 TOTAL ASSETS 1,256,326 1,233,467 CURRENT LIABILITIES Trade and other payables 15 175,768 191,705 Lease liabilities 19 23,797 24,530 Contract liabilities 16 60,987 57,949 Provisions 17 23,214 20,850 Current tax liabilities 10,208 24,390 Contingent consideration 22 3,853 25,560 Derivative financial instruments 22 860 6,302 Total current liabilities 298,687 351,286 NON-CURRENT LIABILITIES Borrowings 18 277,652 209,004 Lease liabilities 19 94,211 96,030 Deferred tax liabilities 5 50,881 50,603 Provisions 17 11,522 9,102 Total non-current liabilities 434,266 364,739 TOTAL LIABILITIES 732,953 716,025 NET ASSETS 523,373 517,442 EQUITY Issued capital 21 280,666 271,467 Reserves (6,393) 4,907 Retained earnings 248,292 240,794 Equity attributable to owners of IDP Education Limited 522,565 517,168 Non-controlling interests 808 274 TOTAL EQUITY 523,373 517,442 The above statement should be read in conjunction with the accompanying notes. IDP Annual Report 2024 67 Consolidated Statement of Changes in Equity for the year ended 30 June 2024 Note Issued capital $’000 Cash flow hedge reserve $’000 Foreign currency trans- lation reserve $’000 Share based payments reserve $’000 Retained earnings $’000 Equity attribu- table to owners of IDP Education Limited $’000 Non- control- ling interests $’000 Total $’000 As at 30 June 2022 276,888 (3,052) (776) (5,682) 188,299 455,677 (309) 455,368 Exchange differences arising on translating the foreign operations – – 9,505 – – 9,505 6 9,511 Change in the fair value of cash flow hedges, net of income tax – 769 – – – 769 – 769 Profit for the year – – – – 148,521 148,521 577 149,098 Total comprehensive income for the year – 769 9,505 – 148,521 158,795 583 159,378 Acquisition of treasury shares 21.2 (8,868) – – – (8,868) – (8,868) Share-based payments, net of income tax – – – 7,590 – 7,590 – 7,590 Issue of treasury shares to employees 21.2 3,447 – – (3,447) – – – – Dividends paid to owners of IDP Education Limited 6 – – – – (96,026) (96,026) – (96,026) As at 30 June 2023 271,467 (2,283) 8,729 (1,539) 240,794 517,168 274 517,442 The above statement should be read in conjunction with the accompany notes. IDP Annual Report 2024 68 Note Issued capital $’000 Cash flow hedge reserve $’000 Foreign currency trans- lation reserve $’000 Share based payments reserve $’000 Retained earnings $’000 Equity attribu- table to owners of IDP Education Limited $’000 Non- control- ling interests $’000 Total $’000 As at 30 June 2023 271,467 (2,283) 8,729 (1,539) 240,794 517,168 274 517,442 Exchange differences arising on translating the foreign operations – – (7,177) – – (7,177) – (7,177) Change in the fair value of cash flow hedges, net of income tax – 2,740 – – – 2,740 (22) 2,718 Profit for the year – – – – 132,749 132,749 783 133,532 Total comprehensive income for the year – 2,740 (7,177) – 132,749 128,312 761 129,073 Acquisition of treasury shares 21.2 (879) – – – – (879) – (879) Share-based payments, net of income tax – – – 3,215 – 3,215 – 3,215 Issue of treasury shares to employees 21.2 10,078 – – (10,078) – – – – Dividend paid to owners of IDP Education Limited 6 – – – – (125,251) (125,251) – (125,251) Dividend paid to non-controlling interests – – – – – – (227) (227) As at 30 June 2024 280,666 457 1,552 (8,402) 248,292 522,565 808 523,373 The above statement should be read in conjunction with the accompanying notes. IDP Annual Report 2024 69 Consolidated Statement of Cash Flow for the year ended 30 June 2024 Notes 30 June 2024 $’000 30 June 2023 $’000 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers 992,852 897,462 Payments to suppliers and employees (781,802) (666,066) Interest received 3,394 2,861 Interest paid on borrowings (16,677) (7,599) Interest on lease liabilities (6,574) (5,863) Income tax paid (75,234) (50,515) Net cash inflow from operating activities 20 115,959 170,280 CASH FLOWS FROM INVESTING ACTIVITIES Payment of deferred/contingent consideration for acquisition of a subsidiary (21,555) – Payments for plant and equipment (14,229) (17,132) Payments for intangible assets and capitalised development costs (39,937) (21,814) Payments for investments in term deposits (13,482) – Dividends received from an associate 712 – Payments for acquisition of a subsidiary, net of cash acquired – (80,914) Payments for investment in associates – (4,254) Net cash outflow from investing activities (88,491) (124,114) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings 20 214,719 82,411 Repayments of borrowings 20 (144,719) (30,000) Payments for treasury shares 21.2 (879) (8,868) Repayment of lease liabilities 20 (25,403) (22,726) Dividends paid to owners of IDP Education Limited 6 (125,251) (96,026) Dividends paid to non-controlling interests (227) – Net cash outflow from financing activities (81,760) (75,209) Net decrease in cash and cash equivalents (54,292) (29,043) Cash and cash equivalents at the beginning of the year 166,626 196,608 Effect of exchange rates on cash holdings in foreign currencies (4,712) (939) Cash and cash equivalents at the end of the year 107,622 166,626 The above statement should be read in conjunction with the accompanying notes. IDP Annual Report 2024 70 Notes to the Consolidated Financial Statements for the year ended 30 June 2024 1. Basis of preparation This general purpose financial report for the year ended 30 June 2024 has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The financial statements are for the consolidated entity, consisting of IDP Education Limited (the Company) and its controlled subsidiaries (the Group). IDP Education Limited is a for profit company limited by shares whose shares are publicly traded on the Australian Securities Exchange (ASX). The consolidated financial statements have been prepared on a going concern basis. The consolidated financial statements for the year ended 30 June 2024 were authorised for issue in accordance with a resolution of the Directors on 28 August 2024. 1.1. Compliance with IFRS This general purpose financial report complies with Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial report, comprising the consolidated financial statements and the notes thereto, complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). 1.2. Historical cost convention The consolidated financial statements have been prepared on the basis of historical cost, except for certain financial assets and financial liabilities (including derivative instruments) that have been recognised at fair value through profit and loss. 1.3. Material accounting policy information The Group has adopted AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates for the first time in the current year. The amendments change the requirements with regard to the disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’ with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments also clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. The application of the amendments did not have a material impact on the Group’s consolidated financial statements but has changed the disclosure of accounting policy information in the financial statements. The material accounting policy information relevant to the consolidated financial statements is set out in the relevant notes. The accounting policies adopted are consistent with those of the previous financial year. IDP Annual Report 2024 71 Notes to the Consolidated Financial Statements continued 1. Basis of preparation (continued) 1.4. Critical accounting estimates and judgements The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in the following notes: • Revenue recognition: Note 3 – Revenue, Note 8 – Trade and other receivables and Note 9 – Contract assets. • Assessment of uncertain tax positions: Note 14 – Other assets and Note 30 – Contingent liabilities. • Impairment testing of goodwill and intangible assets with indefinite useful lives: Note 13 – Intangible assets. 1.5. Rounding of amounts The Company is of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, and in accordance with that Corporations Instrument, amounts in the consolidated financial statements and the Directors’ report have been rounded to the nearest thousand dollars unless otherwise stated. 1.6. Accounting standards issued The Group has adopted all the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board that are relevant to their operations and effective for the current year. Other than as disclosed in Note 1.3 Material accounting policy information and below, the adoption of these new and revised Standards and Interpretations did not have a material impact on the disclosures or on the amounts reported in these consolidated financial statements. Amendments to IAS 12 Income Taxes —Deferred Tax related to Assets and Liabilities arising from a Single Transaction The group has adopted the amendments to IAS 12 for the first time in the current year. Under the amendments, the Group does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences on initial recognition that is not a business combination and affects neither accounting profit nor taxable profit. The Group is required to recognise the related deferred tax asset and liability. The Group Is not currently in the ”scope” of the Pillar Two top up tax being implemented in Australia (as it will apply to entities with revenue exceeding €750 million). Certain new accounting Standards and Interpretations have been issued but not mandatory for 30 June 2024 reporting period and have not been early adopted by the Group. The Group does not anticipate that the new Standards and amendments issued but not mandatory for 30 June 2024 reporting period will have a material impact in future periods on the financial statements of the Group other than that included below: AASB 18 Presentation and Disclosure in Financial Statements The standard does not change the recognition and measurement of items in the financial statements, but will affect the presentation and disclosure in the financial statements, including introducing new categories and subtotals in the statement of profit or loss, requiring disclosure of management defined performance measures, and changing the grouping of information in the financial statements. For annual reporting period beginning on or after 1 January 2027. IDP Annual Report 2024 72 Financial Performance 2. Segment information Basis of segmentation The Group has identified its operating segments based on the internal reports that are reviewed and used by the Chief Operating Decision Maker in assessing performance and determining the allocation of resources. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Group Chief Executive Officer. The Group’s operating segments comprise the geographic regions of: • Asia – which includes Bangladesh, Cambodia, China, Hong Kong, India, Indonesia, Japan, Laos, Malaysia, Mauritius, Myanmar, Nepal, Philippines, Singapore, South Korea, Sri Lanka, Taiwan, Thailand and Vietnam; • Australasia – which includes Australia, Fiji, New Caledonia and New Zealand; and • Rest of World – which includes Argentina, Azerbaijan, Bahrain, Brazil, Canada, Chile, Colombia, Cyprus, Ecuador, Egypt, Germany, Ghana, Greece, Iran, Ireland, Italy, Jordan, Kazakhstan, Kenya, Kuwait, Lebanon, Mexico, Morocco, Nigeria, Oman, Pakistan, Peru, Poland, Qatar, Romania, Russia, Saudi Arabia, Spain, Switzerland, Türkiye, Ukraine, Uruguay, Uzbekistan, the United Arab Emirates, the United Kingdom and the United States of America. The principal activities of each segment include the provision of: • Student placement services • English language testing • English language teaching (Asia segment only) Geographic segment revenue and results Segment revenue Segment EBIT 30 June 2024 $’000 30 June 2023 $’000 30 June 2024 $’000 30 June 2023 $’000 Asia 742,100 726,290 287,057 290,577 Australasia 54,785 44,283 9,022 4,427 Rest of World 240,361 211,343 38,672 45,222 Total 1,037,246 981,916 334,751 340,226 Corporate costs (124,424) (119,542) Earnings Before Interest and Tax (EBIT) 210,327 220,684 Net finance costs (21,529) (13,377) Income tax expense (55,266) (58,209) Profit for the year 133,532 149,098 The Group Chief Executive Officer assesses the performance of the Group’s operating segments based on Segment EBIT, which excludes interest income, finance costs, income tax and corporate costs. Service segment The Group also uses a secondary segment which shows revenue and gross profit by service. Revenue Gross profit 30 June 2024 $’000 30 June 2023 $’000 30 June 2024 $’000 30 June 2023 $’000 Student placement services 508,333 398,958 412,281 325,805 English language testing 485,145 545,456 220,924 263,105 English language teaching 39,791 33,414 26,484 21,841 Other 3,977 4,088 3,150 3,117 Total 1,037,246 981,916 662,839 613,868 IDP Annual Report 2024 73 3. Revenue The Group’s revenue mainly comprises: • Student placement services • English language testing • English language teaching Revenue is measured at the fair value of the consideration the Group expects to be entitled to in a contract with a customer. Under AASB 15 Revenue from Contracts with Customers, revenue recognition for each of the major revenue streams is as follows: Revenue stream Performance obligation Timing of recognition Student placement services Student placement: Successful enrolment of a student with an educational institution. Other student placement services: provision of digital marketing, event, consultancy and data services and peer to peer services to educational institutions. Student Placement: Point in time recognition. The performance obligation is satisfied, and revenue is recognised, when a student’s enrolment is confirmed according to the regulatory framework of each destination country. Critical estimate and judgement The Group measures the fair value of consideration receivable after allowing for an estimated withdrawal rate (i.e., when students withdraw from a course after the enrolment is confirmed) and an allowance for other changes to the fair value of consideration that can arise (i.e. course fee changes or commission rate changes). The expected consideration is continually evaluated and is based on historical data, experience and other factors, including reasonable expectations of future events. Other student placement services The performance obligation for these services is satisfied when the service is performed, which can be a mixture of over time and point in time depending on the nature of service. English language testing Provision of English language testing service Over time recognition The performance obligation is satisfied as English language testing services are provided, from the date testing commences to the date results are provided, which typically occurs within a 13-day timeframe. Revenue is recognised over time as related costs are incurred for exam hosting, marking and results release (input method). English language teaching Provision of English language teaching courses Over time recognition The performance obligation is satisfied as English teaching courses are provided, starting from the first day of the courses, until the completion of the courses. Revenue is recognised over time as lessons are provided (output method). 30 June 2024 $’000 30 June 2023 $’000 Student placement services 508,333 398,958 English language testing 485,145 545,456 English language teaching 39,791 33,414 Other 3,977 4,088 Total revenue 1,037,246 981,916 Point in time recognition 466,814 363,916 Over time recognition 570,432 618,000 Total revenue 1,037,246 981,916 Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 74 4. Expenses and finance costs 4.1 Expenses 30 June 2024 $’000 30 June 2023 $’000 Service provider fees 288,770 294,194 Employee benefits expenses 290,095 253,475 Occupancy expenses 15,371 12,366 Marketing expenses 50,728 44,628 Administrative expenses* 26,818 21,090 IT and communication expenses 41,929 33,252 Consultancy and professional expenses 26,471 26,167 Travel expenses 9,420 9,955 Foreign exchange loss 15,326 9,423 Other expenses 6,439 6,099 771,367 710,649 * FY24 administrative expenses included $7.7m of credit loss provision for customers in countries subject to foreign exchange control (FY23: $0.2m). 4.2 Depreciation and amortisation expenses Note 30 June 2024 $’000 30 June 2023 $’000 Depreciation – Plant and equipment 11 13,521 11,151 Depreciation – Right-of-use assets 12 27,286 25,917 Amortisation – Intangible assets 13 10,377 11,760 Amortisation – Intangible assets generated from business combinations 13 4,260 1,645 55,444 50,473 4.3 Finance costs Note 30 June 2024 $’000 30 June 2023 $’000 Interest on borrowings 15,709 8,583 Interest on lease liabilities 12 6,574 5,863 Other finance costs 2,639 1,792 24,922 16,238 4.4 Included in the employee benefit expenses Note 30 June 2024 $’000 30 June 2023 $’000 Defined contribution plans 17,240 14,854 Share-based payments 23.4 3,172 7,573 Restructure Costs 5,459 – IDP Annual Report 2024 75 5. Income taxes Critical estimate and judgement The Group is subject to income taxes in Australia and foreign jurisdictions and as a result the calculation of the Group’s tax charge involves a degree of estimation and judgment in respect of certain items. The Group recognises liabilities for potential tax exposures based on management’s assessment of whether additional taxes may be payable. Where the final tax outcome of these matters is different from the amounts that were recorded, these differences impact the current and deferred tax provisions in the period in which such determination is made. Tax consolidation – Australia IDP Education Limited is the head entity in a tax-consolidated group under Australian taxation law. The tax consolidated group comprises the Company and the Australian entities controlled by the Company. The current tax amounts are allocated to members of the consolidated tax group using the ‘separate taxpayer within the group’ approach. Entities within the tax-consolidated group have entered into a tax funding arrangement for their allocation of the current tax amount. 5.1 Income tax recognised in profit or loss 30 June 2024 $’000 30 June 2023 $’000 Current tax Current tax expense 60,812 67,845 Withholding taxes 900 609 Adjustments recognised in relation to the current tax of prior years (2,662) (327) 59,050 68,127 Deferred tax Deferred tax expense (5,153) (9,485) Adjustments recognised in relation to the deferred tax of prior years 1,369 (433) Income tax expense 55,266 58,209 The income tax expense for the year can be reconciled to the accounting profit as follows: 30 June 2024 $’000 30 June 2023 $’000 Profit before tax 188,798 207,307 Income tax expense calculated at 30% (2023: 30%) 56,639 62,192 Tax effect of: Attributed income from foreign jurisdictions 1,687 3,131 Non-deductible expenses 3,043 1,643 Withholding taxes 900 609 Unused tax losses, offsets and timing differences not recognised as deferred tax assets 263 18 Utilisation and recognition of losses not previously recognised as deferred tax assets (1,101) (3,657) Effect of tax rates in foreign jurisdictions (5,415) (4,010) Adjustments recognised in relation to the current tax of prior years (2,662) (327) Adjustments recognised in relation to deferred tax of prior years 1,369 (433) Non-assessable income (80) (658) Other deductible items (485) (288) Effect on deferred tax balances due to changes in income tax rates 1,108 (11) Income tax expense 55,266 58,209 Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 76 5.2 Deferred tax balances The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position: 30 June 2024 $’000 30 June 2023 $’000 Deferred tax assets 29,566 26,265 Deferred tax liabilities (50,881) (50,603) (21,315) (24,338) 2024 Temporary differences and tax losses $’000 Opening balance Acquired through business combinations Recognised in profit or loss Recognised in other comprehensive income Recognised in reserves Closing balance Accrued expenses 4,845 – (229) – – 4,616 Deferred capital expenditure 1,170 – (876) – – 294 Employee benefits 5,287 – 277 – 1,794 7,358 Right-of-use assets (23,233) – 4,023 – – (19,210) Lease liabilities 26,165 (3,617) – – 22,548 Trade receivables 743 – 2,435 – – 3,178 Derivative financial instruments 568 – 310 (1,174) – (296) Unrealised foreign exchange losses 632 – 1,313 – – 1,945 Plant, property and equipment 4,488 – 759 – – 5,247 Deferred revenue 2,408 – (4,596) – – (2,188) Intangible assets (50,545) (2,295) 1,076 914 – (50,850) Prepayments (60) – 90 – – 30 Tax losses 2,732 – 2,287 – – 5,019 Other 462 – 532 – – 994 Net deferred tax (24,338) (2,295) 3,784 (260) 1,794 (21,315) IDP Annual Report 2024 77 5. Income taxes (continued) 5.2 Deferred tax balances (continued) 2023 Temporary differences and tax losses $’000 Opening balance Acquired through business combinations Recognised in profit or loss Recognised in other comprehensive income Recognised in reserves Closing balance Accrued expenses 3,785 – 1,060 – – 4,845 Deferred capital expenditure 1,342 – (172) – – 1,170 Employee benefits 4,435 – 2,028 – (1,176) 5,287 Leases 2,658 – 274 – – 2,932 Trade receivables 653 – 90 – – 743 Derivative financial instruments 1,520 – (623) (329) – 568 Unrealised foreign exchange losses (214) – 846 – – 632 Plant, property and equipment 840 – 3,648 – – 4,488 Deferred revenue 1,788 – 620 – – 2,408 Intangible assets (48,188) (2,423) 405 (339) – (50,545) Prepayments (88) – 28 – – (60) Tax losses 755 – 1,977 – – 2,732 Other 725 – (263) – – 462 Net deferred tax (29,989) (2,423) 9,918 (668) (1,176) (24,338) 5.3 Unrecognised deferred tax assets 30 June 2024 $’000 30 June 2023 $’000 Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised are attributable to the following: – Temporary differences 8 8 – Tax losses 1,116 2,548 1,124 2,556 The unrecognised tax losses will expire between 5 years and indefinite. Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 78 6. Dividends 6.1 Dividends paid 30 June 2024 30 June 2023 cents per share Total $’000 cents per share Total $’000 Final dividend paid in respect of prior financial year – 17% franked (2023: 14%) 20.00 55,667 13.50 37,575 Interim dividend paid in respect of current financial year – 77% franked (2023: 25%) 25.00 69,584 21.00 58,451 Total 125,251 96,026 The final dividend of 20.00 cent per share for the financial year ended 30 June 2023 was paid on 28 September 2023. An interim dividend of 25.00 cents per share franked at 77% was declared on 13 February 2024 to shareholders registered on 8 March 2024. The payment was made on 27 March 2024. 6.2 Dividends proposed and not recognised at the end of the reporting period The final dividend of 9.0 cents per share franked at 61% for the financial year ended 30 June 2024 was declared on 28 August 2024 to shareholders registered on 12 September 2024. This dividend has not been included as a liability in the financial statements. The total estimated dividend to be paid is $25.1m. 6.3 Franking credits The balance of the franking account at 30 June 2024 was $13.8m (2023: $8.8m) based on the Australian corporate tax rate of 30% (2023: 30%). 7. Earnings per share Basic earnings per share Basic earnings per share (EPS) is calculated by dividing the profit attributable to the owners of IDP Education Limited, by the weighted average number of ordinary shares outstanding during the reporting period. Diluted earnings per share Diluted EPS adjusts the figures used in the determination of basic EPS to take into account the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. 30 June 2024 Cents 30 June 2023 Cents Basic Diluted Basic Diluted Earnings per share 47.69 47.58 53.36 53.28 Earnings used in calculating earnings per share 30 June 2024 $000 30 June 2023 $000 Earnings attributable to owners of IDP Education Limited 132,749 148,521 Weighted average number of shares used as the denominator 30 June 2024 30 June 2023 Weighted average number of shares used as the denominator for basic EPS 278,336,211 278,336,211 Weighted average number of potential dilutive ordinary shares: – performance rights and service rights 691,295 405,728 Weighted average number of shares used as denominator for diluted EPS 279,027,506 278,741,939 IDP Annual Report 2024 79 Assets and liabilities 8. Trade and other receivables Revenue is recognised in accordance with the Group’s accounting policy set out in Note 3. Where revenue recognition precedes invoicing it results in a contract asset as disclosed in Note 9 below, and where cash amounts are received in advance of revenue recognition it results in a contract liability as disclosed in Note 16. Receivables arise from revenue that has been billed, but not yet settled by the customer. IDP’s credit terms are generally 30 to 60 days from the date of invoice. As such, the carrying amount of receivables approximates their fair value. 30 June 2024 $’000 30 June 2023 $’000 Trade receivables 173,807 156,005 Credit loss allowance (11,063) (2,721) 162,744 153,284 Other receivables 8,774 7,652 171,518 160,936 Critical estimate and judgement Credit Loss Allowance – Trade receivables and contract assets The Group applies the simplified approach under AASB 9 Financial Instruments to measure expected credit losses using the lifetime expected loss approach for all trade receivables and contract assets. Expected credit losses are measured by grouping trade receivables and contract assets based on shared credit risk characteristics. Contract assets have substantially the same risk characteristics as trade receivables for the same types of contracts. An allowance for expected credit loss is determined based on historic credit loss rates for each group of customers, adjusted for any material expected changes to the customers’ future credit risk. In the current period, the increase in the expected credit loss allowance primarily relates to third party IELTS test centres in countries subject to foreign exchange controls, which have impacted the Group’s ability to receive amounts due. The Group is continuing its effort to establish payment pathways that comply with the applicable foreign exchange controls. Despite the challenges posed by foreign exchange controls, the Group expects to receive the outstanding amount within 12 months. Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 80 9. Contract assets 30 June 2024 $’000 30 June 2023 $’000 Student placement services 149,096 108,678 Current 143,334 102,838 Non-current 5,762 5,840 149,096 108,678 As discussed in Note 8, contract assets arise where revenue recognised precedes invoicing for the Group’s student placement services. Amounts previously recognised as contract assets are reclassified to trade receivables when the customer is invoiced. 10. Capitalised development costs Capitalised development costs represent internally developed products or systems not yet put into use. These assets will be transferred to intangible assets or property, plant and equipment as appropriate on the date of completion and amortised over their estimated useful economic lives. Costs capitalised include external direct costs of materials and services and direct payroll and payroll related costs of employees’ time spent on the project. Development costs include only those costs directly attributable to the development phase and are recognised only following completion of technical feasibility and where the Group has an intention and ability to use the asset. Note 30 June 2024 $’000 30 June 2023 $’000 Balance at beginning of the year 12,155 23,666 Additions 43,182 23,150 Transfers to plant and equipment 11 (37) – Transfers to intangible assets 13 (32,577) (34,681) Effect of foreign currency exchange differences 4 20 Balance at end of the year 22,727 12,155 IDP Annual Report 2024 81 11. Plant and equipment The carrying value of plant and equipment is presented below: Cost Leasehold improvements $’000 Plant and equipment $’000 Total $’000 Balance at 30 June 2022 32,877 34,974 67,851 Additions 8,145 8,986 17,131 Acquired through business combinations 1,240 699 1,939 Disposals (1,751) (2,404) (4,155) Effect of foreign currency exchange differences (645) (37) (682) Balance at 30 June 2023 39,866 42,218 82,084 Additions 8,719 5,460 14,178 Acquired through business combination – 13 13 Transfer from capitalised development costs – 37 37 Disposals (2,425) (4,104) (6,529) Effect of foreign currency exchange differences (1,623) (1,485) (3,107) Balance at 30 June 2024 44,537 42,139 86,676 Accumulated depreciation Balance at 30 June 2022 (17,444) (23,990) (41,434) Depreciation for the year (5,259) (5,892) (11,151) Acquired through business combinations (148) (136) (284) Disposals 1,752 2,352 4,104 Effect of foreign currency exchange differences 219 (73) 146 Balance at 30 June 2023 (20,880) (27,739) (48,619) Depreciation for the year (5,642) (7,879) (13,521) Disposals 2,108 4,008 6,116 Effect of foreign currency exchange differences 694 1,341 2,035 Balance at 30 June 2024 (23,720) (30,269) (53,989) Net Book Value At 30 June 2023 18,986 14,479 33,465 At 30 June 2024 20,817 11,870 32,687 Plant and equipment are depreciated using the straight-line basis over their estimated useful economic lives. Class of plant and equipment Estimated useful economic life Leasehold Improvements Lesser of lease term or useful life Plant and equipment 3 to 5 years Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 82 12. Right-of-use assets The carrying value of right-of-use assets is presented below: Cost Office buildings $’000 Balance at 30 June 2022 148,373 Additions 44,063 Acquired through business combination 2,023 Lease terminations (6,412) Effect of foreign currency exchange differences 492 Balance at 30 June 2023 188,539 Additions 27,230 Lease terminations (15,570) Effect of foreign currency exchange differences (6,772) Balance at 30 June 2024 193,427 Accumulated depreciation Balance at 30 June 2022 (57,590) Depreciation for the year (25,917) Lease terminations 4,615 Effect of foreign currency exchange differences (199) Balance at 30 June 2023 (79,091) Depreciation for the year (27,286) Lease terminations 13,894 Effect of foreign currency exchange differences 2,395 Balance at 30 June 2024 (90,088) Net Book Value At 30 June 2023 109,448 At 30 June 2024 103,339 Short-term leases and leases of low-value assets The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of office and Information Technology (IT) equipment that have a lease term of 12 months or less or for leases of low-value assets such as printers and other IT equipment for use by staff in its offices. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. Amounts recognised in the Statement of Profit or Loss Note 30 June 2024 $’000 30 June 2023 $’000 Depreciation on right-of-use assets 4.2 27,286 25,917 Interest on lease liabilities 4.3 6,574 5,863 Occupancy expenses – Expenses relating to short term or low value leases 4.1 1,141 516 – Other occupancy expenses 14,230 11,850 IDP Annual Report 2024 83 13. Intangible assets The carrying value of intangible assets is presented below: Cost Note Software $’000 Brand and trade names $’000 Customer relation- ships $’000 Website techno- logy and database $’000 Goodwill $’000 Contracts for English language testing $’000 Total $’000 Balance at 30 June 2022 38,959 14,920 14,018 7,126 166,014 210,357 451,394 Additions 3 – – – – – 3 Acquired through business combinations 159 – 8,066 – 87,342 – 95,567 Transfer from capitalised development costs 10 34,681 – – – – – 34,681 Disposals (249) – – – – – (249) Effect of foreign currency exchange differences (31) 1,137 1,644 584 6,231 (534) 9,031 Balance at 30 June 2023 73,522 16,057 23,728 7,710 259,587 209,823 590,427 Additions 65 – – – – – 65 Finalisation of business combination accounting (transfers from goodwill) 27 – – 575 8,605 (5,670) – 3,510 Transfer from capitalised development costs 10 32,577 – – – – – 32,577 Disposals (46) – – – – – (46) Effect of foreign currency exchange differences (27) (88) (139) (110) (3,246) (3,523) (7,133) Balance at 30 June 2024 106,091 15,969 24,164 16,205 250,671 206,300 619,400 Accumulated amortisation Balance at 30 June 2022 (24,662) (502) (5,506) (7,126) – – (37,796) Amortisation for the year (11,760) – – – – – (11,760) Amortisation of intangible assets generated from business combinations – (71) (1,574) – – – (1,645) Disposals 89 – – – – – 89 Effect of foreign currency exchange differences (7) – (560) (584) – – (1,151) Balance at 30 June 2023 (36,340) (573) (7,640) (7,710) – – (52,263) Amortisation for the year (10,377) – – – – – (10,377) Amortisation of intangible assets generated from business combinations – (71) (2,320) (1,869) – – (4,260) Disposals 46 – – – – – 46 Effect of foreign currency exchange differences (196) – 70 64 – – (62) Balance at 30 June 2024 (46,867) (644) (9,890) (9,515) – – (66,916) Net Book Value At 30 June 2023 37,182 15,484 16,088 – 259,587 209,823 538,164 At 30 June 2024 59,224 15,325 14,274 6,690 250,671 206,300 552,484 Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 84 Intangible assets with indefinite useful lives are not amortised but are tested for impairment annually, or more frequently if events or changes in circumstances indicate that they might be impaired and carried at cost less accumulated impairment losses. Intangible assets with finite lives are amortised, on a straight-line basis, over their useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. Class of intangible assets Estimated useful economic life Software 3 to 10 years Brand names – Digital marketing Indefinite – Other brand names 15 years Customer relationships 3 to 19 years Website technology and database 3 to 5 years Contracts for English language testing Indefinite Goodwill Indefinite Contracts for English language testing represents IELTS testing Intellectual Property, which was recognised at fair value at date of acquisition. Contracts for English language testing have an indefinite useful life, as they have no termination date and are expected to continue to be used by the Group for the foreseeable future. Critical accounting estimates and judgements Impairment testing of goodwill and other intangible assets with indefinite useful lives The recoverable amount of the Cash Generation Unit (CGU) or group of CGUs to which goodwill and other intangible assets with indefinite useful lives have been allocated have been determined based on the value in use calculations. These calculations are performed based on cash flow projections and other supplementary information which, given their forward looking nature, require the adoption of assumptions and estimates. The key assumptions and estimates utilised in management’s assessments relate primarily to: • Three years cash flow forecasts sourced from internal budgets and management forecasts; • Terminal value growth rates applied to the period beyond the three year cash flow forecasts; and • Post-tax discount rates, used to discount the cash flows to present value. Each of these assumptions and estimates is based on a “best estimate” at the time of performing the valuation. IDP Annual Report 2024 85 13. Intangible assets (continued) A summary of the carrying amount of goodwill and other intangible assets with indefinite useful lives by CGU is detailed below: 30 June 2024 30 June 2023 CGU/Group of CGUs Goodwill $’000 Intangible assets with indefinite useful lives $’000 Goodwill $’000 Intangible assets with indefinite useful lives $’000 Asia – IELTS testing 129,007 185,725 131,570 189,248 Australasia – IELTS testing 3,451 11,275 3,451 11,275 Rest of World – IELTS testing 2,847 9,300 2,847 9,300 Asia – Student placement 42,435 – 8,879 – Rest of World – Student placement 72,931 14,910 69,317 – UK – Digital marketing – – 27,382 14,998 Unallocated* – – 16,141 – 250,671 221,214 259,587 224,821 * The Ambassador Platform was acquired on 23 May 2023 and the accounting for the acquisition was completed on a provisional basis as of 30 June 2023. During the current financial year, the acquisition accounting for The Ambassador Platform was finalised. The final goodwill balance of $10.5m represents the value attributable to synergies from integrating the operations of the acquiree with the Group’s Student Placement business. Goodwill has been allocated to the Asia – Student Placement and Rest of World – Student Placement CGUs for impairment testing purpose, being the businesses expected to benefit from the synergies of the acquisition. In conjunction with finalising the allocation of goodwill for the Ambassador Platform, management reflected on the increasing level of integration between the UK Digital marketing business and Student placement business and the Group’s future strategy for its Student placement business. As a result, management concluded that the goodwill for the UK Digital marketing business should be reallocated to the Group’s Student placement CGU’s. The reallocation was undertaken in accordance with accounting standards, using a relative value approach to allocate goodwill to respective Student placement CGU’s, with $24.3m allocated to Asia – Student placement and $2.9m allocated to Rest of World – Student placement. The change in allocation has been applied prospectively in the current year, hence there has been no change to the prior year allocation of goodwill in the table above. Key assumptions Terminal growth rate Post-tax discount rate CGU/Groups of CGUs Valuation method % 2024 2023 % 2024 2023 Asia – IELTS testing Value in use 3.0% 3.0% 8.7% 8.9% Australasia – IELTS testing Value in use 3.0% 0% 8.4% 8.4% Rest of World – IELTS testing Value in use 3.0% 3.0% 8.9% 9.1% Asia – Student placement Value in use 3.0% 3.0% 8.7% 8.9% Rest of World – Student placement Value in use 3.0% 3.0% 8.9% 9.1% Impairment testing results and sensitivity analysis: The Group’s impairment testing results evidenced sufficient head room for all CGUs/Groups of CGUs. The Group has conducted sensitivity analysis taking into consideration the current market conditions and regulatory developments, which indicated that no reasonably possible change in key assumptions would result in an impairment loss. Accordingly, the Group has concluded that no impairment is required based on current market and economic conditions and expected future performance. Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 86 14. Other assets Other current assets 30 June 2024 $’000 30 June 2023 $’000 Prepayments 10,080 11,098 Refundable deposits 15,748 14,471 Recoverable GST/VAT input credits 6,165 8,967 Other assets 1,468 781 33,461 35,317 Other non-current assets Note 30 June 2024 $’000 30 June 2023 $’000 Prepayments 777 985 Recoverable GST/VAT input credits 6,748 3,209 Tax deposits 30 20,543 21,288 28,068 25,482 Critical estimates and judgements The Group is subject to GST and other value added taxes in Australia and foreign jurisdictions. As a result, the Group’s indirect tax positions involve a degree of estimation and judgment in respect of the interpretations adopted by management in relation to the applicability of GST or Service taxes in certain jurisdictions. Tax deposits represent GST paid in advance in foreign jurisdictions and are recognised as an asset on the basis that the Group has a right to obtain future economic benefits, either by receiving a cash refund, or by applying the payment against a future tax liability should one crystallise. Tax deposits are classified as non-current as the timeline for filing and processing of GST refunds is expected to take longer than 12 months and the Group is currently subject to legal proceedings and reviews by the Indian tax authorities in relation to the interpretation of GST legislation for which the tax deposits relate. The Group currently expects all deposits to be refunded in full. Further details on the legal proceedings and reviews are disclosed in Note 30. 15. Trade and other payables Current 30 June 2024 $’000 30 June 2023 $’000 Trade payables 135,461 145,898 Employee benefits payable 39,587 44,235 Other payables 720 1,572 175,768 191,705 As of 30 June 2024 and 2023, the carrying value of trade and other payables approximated their fair value. IDP Annual Report 2024 87 16. Contract liabilities 30 June 2024 $’000 30 June 2023 $’000 Amounts received in advance – English language testing1 13,497 17,619 Amounts received in advance – Student placement related services2 38,794 31,632 Amounts received in advance – English language teaching3 8,696 8,698 60,987 57,949 1. The contract liabilities arise in respect to English language testing fees paid by candidates in advance of the test being completed. 2. The contract liabilities arise as a result of fees paid by customers in advance of the student placement related services. 3. The contract liabilities arise as a result of tuition fees paid by participants in advance of the tuition date. The current year balance ($61.0m) is expected to be recognised as revenue in the next 12 months. The prior year balance ($57.949m) has been fully recognised in the current reporting period as revenue. 17. Provisions 30 June 2024 $’000 30 June 2023 $’000 Employee benefits 32,262 27,643 Make good provision 2,474 2,309 34,736 29,952 Current 23,214 20,850 Non-current 11,522 9,102 34,736 29,952 Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 88 Capital structure and financing 18. Borrowings Non-current 30 June 2024 $’000 30 June 2023 $’000 Bank loans 277,652 209,004 Total 277,652 209,004 During the current financial year, $70m (net) was drawn down to fund the deferred consideration for the acquisition of Intake Group and working capital requirements. The Group also completed the refinance of its borrowing facilities in December 2023 which resulted in an increase in limit and an extension of their maturity to December 2026 and December 2028 as set out below: Currency 30 June 2024 $’000 30 June 2023 $’000 Cash Advance Facility A Facility utilised at end of period AUD 209,157 209,157 Facility not utilised at end of period AUD 150,844 – Maturity date 31 December 2026 ($180m) 31 December 2028 ($180m) 31 December 2024 Cash Advance Facility B Facility utilised at end of period AUD 70,000 – Facility not utilised at end of period AUD 15,200 75,000 Maturity date 31 December 2026 ($42.6m) 31 December 2028 ($42.6m) 31 December 2024 19. Lease liabilities Maturity analysis 30 June 2024 $’000 30 June 2023 $’000 Year 1 29,707 30,197 Year 2 to 5 79,904 77,176 Year 5 onwards 26,595 31,276 136,206 138,649 Less: impact of discounting (18,198) (18,089) 118,008 120,560 Presented as: Current lease liabilities 23,797 24,530 Non-current lease liabilities 94,211 96,030 118,008 120,560 IDP Annual Report 2024 89 20. Cash flow information Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with maturities of three months or less, net of bank overdrafts. The reconciliation of net profit for the year after tax to net cash flows from operating activities is as follows: 30 June 2024 $’000 30 June 2023 $’000 Net profit after tax 133,532 149,098 Adjustment for: Depreciation and amortisation 55,444 50,473 Credit losses 8,395 1,024 Share of loss of an associate 109 110 Unrealised foreign exchange losses 10,281 2,331 Share-based payments 3,172 7,573 Movement in working capital: Trade and other receivables (18,924) (67,367) Contract assets (40,418) (39,167) Other assets (730) (17,279) Trade and other payables, contract liabilities and provision (18,639) 74,300 Current and deferred tax (16,263) 9,184 Net cash inflow from operating activities 115,959 170,280 20.1 Reconciliation of liabilities arising from financing activities Non-cash changes Opening balance $’000 Financing net cash flows $’000 Loan Establishment fees $’000 New and modified leases $’000 Others $’000 Closing balance $’000 2024 Bank loans 209,004 70,000 (1,781) – 429 277,652 Lease liabilities 120,560 (25,403) – 27,068 (4,217) 118,008 2023 Bank loans 156,453 52,411 – – 140 209,004 Lease liabilities 99,961 (22,726) – 43,173 152 120,560 Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 90 21. Issued capital 21.1 Share capital Note 30 June 2024 $’000 30 June 2023 $’000 Ordinary shares fully paid 282,369 282,369 Treasury shares 21.2 (1,703) (10,902) 280,666 271,467 Ordinary shares (fully paid) Number of shares $’000 Balance at 30 June 2023 278,336,211 282,369 Balance at 30 June 2024 278,336,211 282,369 21.2 Treasury shares Movement in treasury shares Note Number of shares $ per share $’000 Balance at 30 June 2022 198,349 5,481 Acquisition of treasury shares 346,615 25.58 8,868 Transfer to employees 23.2 (124,422) 27.70 (3,447) Balance at 30 June 2023 420,542 10,902 Acquisition of treasury shares 51,873 16.95 879 Transfer to employees 23.2 (393,183) 25.63 (10,078) Balance at 30 June 2024 79,232 1,703 During FY24, 393,183 treasury shares were transferred to employees under the performance rights plans (Note 23.2). These shares therefore ceased to be held as treasury shares after these dates. During FY24, IDP Education Employee Share Scheme Trust acquired 51,873 shares (at an average price of $16.95 per share) to be held in the Trust for the benefit of IDP group employees who are participants in the IDP Education Employee Incentive Plan. As at 30 June 2024, there were 79,232 treasury shares ($1.7m) held in the Trust. These shares will be transferred to eligible employees under the Performance and Service Rights plans once the vesting conditions are met. IDP Annual Report 2024 91 22. Financial instruments 22.1 Financial assets and liabilities 30 June 2024 $’000 30 June 2023 $’000 Financial assets Cash and cash equivalents 107,622 166,626 Trade and other receivables 171,518 160,936 Derivative financial instruments Foreign exchange forward/option contracts 1,848 4,642 Short term investment in term deposits 13,482 – Other current assets – refundable deposits 15,748 14,471 Financial liabilities Trade and other payables 175,768 191,705 Borrowings 277,652 209,004 Lease liabilities 118,008 120,560 Contingent consideration 3,853 25,560 Derivative financial instruments Foreign exchange forward/option contracts 860 6,302 22.2 Financial risk management objectives and policies The Group’s Corporate Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk) and liquidity risk. The Group seeks to minimise the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which provide written principles on foreign exchange risk, the use of financial derivatives and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors and Group Head of Risk on a continuous basis. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The Group’s Corporate Treasury function reports at least quarterly to the Group’s Audit and Risk Committee. As part of its role, Group Audit and Risk Committee monitors risks and policies implemented to mitigate risk exposures. Market risk Foreign currency risk management The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group’s functional currency. Predominantly these foreign currencies include British Pounds (GBP), Indian Rupee (INR), Chinese Yuan (CNY), Canadian dollar (CAD) and United States dollar (USD). Foreign currency exchange rate risk arises from: • GBP payments to the University of Cambridge Local Examinations Syndicate test materials; • GBP, USD, CAD and NZD receivable from student placement revenue and IELTS examination fees; and • Other foreign currencies income or operational expenses (mainly INR). Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 92 Cash flow hedge The Group utilises a variety of methods to manage its foreign currency exchange rate risk. The key method is the use of forward exchange contracts and currency option contracts. The Group’s hedging policy permits the purchase of forward exchange contracts up to 100% and currency option contracts up to 50% of the currency exposure on the current and following year’s forecast cash operating expenses and revenues (net of any forecast cash receipts and payments in the same currency). The main currencies currently covered by the hedging strategy are GBP, INR, CNY, CAD and USD. The Group’s current policy is to enter into hedges during the current year covering up to 25% each quarter of the foreign currency exchange rate exposure of the following financial year’s forecast cash operating expenses (net of any forecast cash receipts). The balance of the hedge program is completed when the Board approves the Group’s budget and cash flow forecasts for the following financial year (which is prior to the commencement of that financial year). Foreign currency denominated monetary assets and monetary liabilities The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows: 30 June 2024 30 June 2023 AUD equivalent Assets $’000 Liabilities $’000 Assets $’000 Liabilities $’000 USD 42,912 (18,637) 36,057 (18,208) GBP 93,126 (72,104) 92,074 (81,373) INR 16,952 (66,799) 29,234 (91,182) VND 2,193 (12,284) 2,432 (14,690) CAD 41,623 (3,255) 36,674 (2,887) AED 27,873 (4,533) 22,119 (6,123) NPR 20,535 (2,730) 12,757 (1,935) BDT 11,368 (3,609) 8,641 (2,377) NGN 9,343 (181) 9,300 (374) Other 30,456 (30,754) 24,984 (32,545) Total 296,381 (214,886) 274,272 (251,694) IDP Annual Report 2024 93 22. Financial instruments (continued) 22.2 Financial risk management objectives and policies (continued) Foreign currency sensitivity analysis The following table details the Group’s sensitivity to a 10% movement in the Australian dollar against the significant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and foreign exchange contracts. A positive number below indicates an increase in profit or equity whereas a negative number below indicates a decrease in profit or equity. Effect on profit or loss $’000 Effect on equity $’000 USD 2024 -10% 1,888 372 2023 -10% 1,388 (732) GBP 2024 -10% 1,635 1,974 2023 -10% 832 4,392 INR 2024 -10% (3,877) (4,926) 2023 -10% (4,818) (10,813) VND 2024 -10% (785) (785) 2023 -10% (953) (953) CAD 2024 -10% 2,984 938 2023 -10% 2,628 (334) AED 2024 -10% 1,815 1,815 2023 -10% 1,244 1,244 NPR 2024 -10% 1,385 1,385 2023 -10% 842 842 BDT 2024 -10% 603 603 2023 -10% 487 487 NGN 2024 -10% 713 713 2023 -10% 694 694 Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 94 Interest rate risk management Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt obligations with floating interest rates, Bank Bill Swap Rate (BBSY). At 30 June 2024, the Group was exposed to the variable interest rate loans of $279.2m (2023: $209.2m). Liquidity risk management The Board of Directors is ultimately responsible for liquidity risk management. The Group has established an appropriate liquidity risk management framework for the management of the Group’s short, medium and long term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Group has a policy which describes the manner in which cash balances will be invested. The investment policy is to ensure sufficient flexibility to capture investment opportunities as they may occur, yet maintain reasonable parameters in the execution of the investment program. The following table summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments. The table has been drawn up based on the net cash inflows and outflows on derivative instruments that settle on a net basis and the undiscounted gross inflows and outflows on those derivatives that require gross settlement. Less than 1 year $’000 1-5 years $’000 More than 5 years $’000 Total $’000 Carrying amount $’000 30 June 2024 – Trade and other payables 175,768 – – 175,768 175,768 – Interest-bearing borrowings 16,143 319,656 – 335,799 277,652 – Lease liabilities 29,707 79,904 26,595 136,206 118,008 – Contingent consideration 3,853 – – 3,853 3,853 – Foreign exchange forward contracts 860 – – 860 860 226,331 399,560 26,595 652,486 576,141 30 June 2023 – Trade and other payables 191,705 – – 191,705 191,705 – Interest-bearing borrowings 6,877 212,595 – 219,472 209,004 – Lease liabilities 30,197 77,176 31,276 138,649 120,560 – Contingent consideration 25,560 – – 25,560 25,560 – Foreign exchange forward contracts 6,302 – – 6,302 6,302 260,641 289,771 31,276 581,688 553,131 IDP Annual Report 2024 95 22. Financial instruments (continued) 22.2 Financial risk management objectives and policies (continued) Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group only transacts with financial institutions for banking, financing and forward currency exchange that are rated the equivalent of investment grade and above. Credit rating information is supplied by independent rating agencies where available and, if not available, the Group uses other publicly available financial information and its own trading records to rate its major customers. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure for cash and cash equivalents is controlled by counterparty limits that are reviewed and approved by the Audit and Risk Committee annually. The Group’s customer base comprises Australia, UK, US, Canada, Ireland and New Zealand universities and institutions and IELTS customers and third party IELTS test centres. Credit risk assessments are conducted on new and renegotiated contracts to evaluate each customer’s creditworthiness. Management considers the Group’s credit risk is low due to the industry characteristic of major customers and the diverse customer base. Management also considers many factors that influence the credit risk of its customer base including the industry default risk and the sovereign and regulatory risk of the country in which customers operate in. Management closely monitors the economic and political environment in geographical areas to limit the exposure to particular volatility. The Group’s activities are increasingly geographically spread reducing the credit risk associated with one particular market or region. The carrying value of financial assets represents the Group’s maximum exposure to credit risk. 22.3 Fair value of financial instruments The Group measures fair value of financial instruments at each reporting date. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows: • Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities; • Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and • Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 96 Fair value of the Group’s financial assets and financial liabilities that are measured at fair value on a recurring basis Financial assets/ financial liabilities Fair value hierarchy Fair value as at 30 June 2024 $’000 Fair value as at 30 June 2023 $’000 Valuation techniques and key inputs Significant unobservable inputs Relationship of unobservable inputs to fair value Foreign currency forward and options contracts Level 2 Assets: 1,848 Liabilities: 860 Assets: 4,642 Liabilities: 6,302 Discounted cash flow. Future cash flows are estimated based on forward exchange rates (from observable forward exchange rates at the end of the reporting period) and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties. N/A N/A Financial liabilities at fair value through profit or loss – Contingent consideration Level 3 3,853 25,560 The fair value has been estimated by discounting the expected amount at which the contingent consideration is to be settled to its present value. Discount rate of 10.3% was used in the calculation. The higher the discount rate, the lower the fair value. Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis (but fair value disclosures are required) The Directors consider that the carrying amounts of financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair values as detailed in Note 22.1. 22.4 Capital management The Group’s objective is to maintain an optimal capital structure for the business which ensures sufficient liquidity, provide returns for shareholders, benefits for other stakeholders and to minimise the cost of capital. As at 30 June 2024, IDP has following facilities: Australian Dollar $360,000,000 Facility A: Acquisition funding unsecured Cash Advance loan facility for acquisitions and general purpose Australian Dollar $85,200,000 Facility B: Unsecured Cash advance facility to support both general corporate purposes and working capital requirements of the Group The Company has complied with all bank lending requirements during the year and at the date of this report. IDP’s capital management is characterised by: • Ongoing cash flow forecast analysis, detailed budgeting processes and consistent cash repatriation of surplus available cash from its overseas operations to ensure net cost of funds is minimised; • The Group may adjust the level of dividends paid to shareholders, return capital to shareholders or issue new shares in order to maintain or adjust the capital structure; • Maintain gearing to a level that does not limit IDP growth opportunities; and • Monitor the gearing ratio of the Group. IDP Annual Report 2024 97 Other notes 23. Share-based payments Share-based compensation benefits are provided to key management personnel (KMP) and certain employees via long-term incentive (LTI) performance rights and options plans. 23.1 Performance rights and option plans The LTI plan is designed to align executives’ interest with those of shareholders by incentivising participants to deliver long term shareholders returns. Under the plan, participants are granted performance rights or options that have vesting hurdles. The vesting hurdles must be satisfied at the end of the performance period for the rights to vest. Details of the current performance rights and options plans are summarised in the table below. Performance rights/ service rights awards No. of performance/ service right Grant date Grant date fair value Exercise price Vesting conditions Vesting date FY22 LTI award – tranche 1 56,585 4-Oct-21/ 27-Oct-21 36.38/37.04 N/A EPS target CAGR 31-Aug-24 FY22 LTI award – tranche 2 56,592 4-Oct-21/ 27-Oct-21 30.45 N/A Total shareholder return hurdle 31-Aug-24 FY22 IDP plan award – tranche 1 40,085 4-Oct-21 36.38 N/A EPS target CAGR 31-Aug-24 FY22 IDP plan award – tranche 2 40,117 4-Oct-21 30.45 N/A Total shareholder return hurdle 31-Aug-24 FY23 IDP Plan award – tranche 1 56,126 19-Sep-22/ 01-Nov-22 26.85 N/A EPS target CAGR 31-Aug-25 FY23 IDP Plan award – tranche 2 56,169 19-Sep-22/ 01-Nov-22 19.47 N/A Total shareholder return hurdle 31-Aug-25 FY23 LTI award – tranche 1 79,308 19-Sep-22/ 13-Feb-23 26.85/29.99 N/A EPS target CAGR 31-Aug-25 FY23 LTI award – tranche 2 79,310 19-Sep-22/ 13-Feb-23 19.47/22.50 N/A Total shareholder return hurdle 31-Aug-25 FY23 Intake award 9,729 01-Nov-22 27.57 N/A Service condition 31-Aug-24 FY23 Digital Campus award 8,761 05-Dec-22 27.64 N/A Service condition 31-Aug-24 FY23 CEO Sign On award 4,361 13-Feb-23 30.17 N/A Service condition 13-Feb-25 FY23 Deferred STI award 23,028 18-Oct-23 22.25 N/A Service condition 01-Jul-24 FY24 Digital Campus award 20,459 18-Oct-23 22.18/21.78 N/A Service condition 31-Aug-24/ 31-Aug-25 FY24 IDP Plan award – tranche 1 80,040 18-Oct-23 21.40 N/A EPS target CAGR 31-Aug-26 FY24 IDP Plan award – tranche 2 80,084 18-Oct-23 14.19 N/A Total shareholder return hurdle 31-Aug-26 FY24 LTI award – tranche 1 100,214 18-Oct-23 21.40 N/A EPS target CAGR 31-Aug-26 FY24 LTI award – tranche 2 100,218 18-Oct-23 14.19 N/A Total shareholder return hurdle 31-Aug-26 Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 98 23.2 Movements during the year The table below summarises the movement in the number of performance rights/options in these plans during the year: 2024 Number of performance and service rights Grant date Vesting period (years) Exercise price Opening balance Granted during the year Exercised during the year Forfeited during the year Closing balance Vested and exercis- able at balance date Performance right plans FY20 LTI 1-Oct-19 3.0 $0.00 3,409 – (3,409) – – – FY21 LTI 7-Sep-20 3.0 $0.00 116,577 – (104,283) (12,294) – – FY21 IDP plan award 7-Sep-20 3.0 $0.00 124,679 – (110,940) (13,739) – – FY22 LTI 4-Oct-21/ 27-Oct-21 3.0 $0.00 113,177 – – – 113,177 – FY22 IDP plan award 4-Oct-21 3.0 $0.00 90,278 – – (10,076) 80,202 – FY22 recognition award 4-Oct-21 2.0 $0.00 125,409 – (125,409) – – – FY22 digital campus award 4-Oct-21 1.0-2.0 $0.00 7,496 – (7,496) – – – FY22 deferred STI 5-Sep-22 0.8 $0.00 31,295 – (31,295) – – – FY23 LTI 19-Sep-22/ 13-Feb-23 2.6-3.0 $0.00 158,618 – – – 158,618 – FY23 IDP plan award 19-Sep-22/ 01-Nov-22 2.8-3.0 $0.00 122,342 – – (10,047) 112,295 – FY23 Intake Award 01-Nov-22 1.8 $0.00 9,729 – – – 9,729 – FY23 Digital Campus Award 05-Dec-22 1.0-2.0 $0.00 14,751 – (5,990) – 8,761 – FY23 CEO Sign On Award 13-Feb-23 1.0-2.0 $0.00 8,722 – (4,361) – 4,361 – FY23 deferred STI 18-Oct-23 0.7 $0.00 – 23,028 – – 23,028 – FY24 Digital Campus Award 18-Oct-23 0.9-1.9 $0.00 – 20,459 – – 20,459 – FY24 IDP plan award 18-Oct-23 2.9 $0.00 – 165,994 – (5,870) 160,124 – FY24 LTI 18-Oct-23 2.9 $0.00 – 200,432 – – 200,432 – Total Performance Rights 926,482 409,913 (393,183) (52,026) 891,186 Weighted average exercise price – – – – – – – IDP Annual Report 2024 99 23. Share-based payments (continued) 23.2 Movements during the year (continued) 2023 Number of performance and service rights Grant date Vesting period (years) Exercise price Opening balance Granted during the year Exercised during the year Forfeited during the year Closing balance Vested and exercis- able at balance date Performance right plans FY20 LTI 1-Oct-19 3.0 $0.00 135,086 – (56,629) (75,048) 3,409* – FY20 IDP plan award 1-Oct-19 3.0 $0.00 92,460 – (40,083) (52,377) – – FY21 LTI 7-Sep-20 3.0 $0.00 116,577 – – – 116,577 – FY21 IDP plan award 7-Sep-20 3.0 $0.00 130,154 – – (5,475) 124,679 – FY21 deferred STI 9-Sep-21 1.0 $0.00 24,981 – (24,981) – – – FY22 LTI 4-Oct-21/ 27-Oct-21 3.0 $0.00 113,177 – – – 113,177 – FY22 IDP plan award 4-Oct-21 3.0 $0.00 93,661 – – (3,383) 90,278 – FY22 recognition award 4-Oct-21 2.0 $0.00 125,409 – – – 125,409 – FY22 digital campus award 4-Oct-21 1.0-2.0 $0.00 10,225 – (2,729) – 7,496 – FY22 deferred STI 5-Sep-22 0.8 $0.00 – 31,295 – – 31,295 – FY23 LTI 19-Sep-22/ 13-Feb-23 2.6-3.0 $0.00 – 158,618 – – 158,618 – FY23 IDP plan award 19-Sep-22/ 01-Nov-22 2.8-3.0 $0.00 – 122,342 – – 122,342 – FY23 Intake Award 01-Nov-22 1.8 $0.00 – 9,729 – – 9,729 – FY23 Digital Campus Award 05-Dec-22 1.0-2.0 $0.00 – 14,852 – (101) 14,751 – FY23 CEO Sign On Award 13-Feb-23 1.0-2.0 $0.00 – 8,722 – – 8,722 – Total Performance Rights 841,730 345,558 (124,422) (136,384) 926,482 – Weighted average exercise price – – – – – – * Performance rights of 3,409 in FY20 LTI plan was vested but restricted as of 30 June 2023. Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 100 23.3 Fair value and pricing model The fair value of performance rights and options granted under the Plan is estimated at the date of grant using a Monte Carlo Simulation Model taking into account the terms and conditions upon which the performance rights/options were granted. The model simulates the total shareholders return of the Company to the vesting date using the Monte Carlo Simulation technique. The simulation repeated numerous times produce a distribution of payoff amounts. The performance rights fair value is taken as the average payoff amount calculated, discounted back to the valuation date. In valuing the performance rights, a number of assumptions were used as shown in the table below: FY24 Performance Rights Exercise price – Share price at grant date 22.53 Expected volatility 40% Expected dividend yield 1.80% Risk free interest rate 4.17% – 4.32% The expected volatility is a measure of the amount by which the price is expected to fluctuate during a period. 23.4 Total share-based payment expenses for the year The following expenses were recognised in employees benefit expenses during the year relating to share-based payments described above: Note 2024 $’000 2023 $’000 LTI performance and service rights plans 4.4 3,172 7,573 3,172 7,573 IDP Annual Report 2024 101 24. Related party transactions Transactions with key management personnel 30 June 2024 $ 30 June 2023 $ Short-term employee benefits 6,000,935 5,672,836 Post-employment benefits 206,621 180,923 Other long-term benefits 130,181 105,174 Share-based payments 1,508,137 2,024,105 Total compensation paid to key management personnel 7,845,874 7,983,038 Refer to the Remuneration Report, which forms part of the Directors’ Report for further details regarding KMP’s remuneration. 25. Remuneration of auditors The auditor of IDP Education Limited is Deloitte Touche Tohmatsu (Australia). During the year, the following fees were paid or payable for services provided by the auditors of the Group or its related practices. 30 June 2024 $ 30 June 2023 $ Deloitte and related network firms Audit and review of financial statements – Group 746,263 565,000 – Subsidiaries 488,038 332,966 Statutory and other assurance and agreed-upon procedures – 17,348 Tax compliance services 3,719 28,574 Other services 14,250 185,705 Other auditors and their related network firms Audit and review of financial statements 443,350 242,431 1,695,620 1,372,024 2024: Other service related to operating support with an internal control self-assessment tool. The service was discontinued during FY24. 2023: Other service primarily related to IT support services for certain Human Resource Applications, operating support with an internal control self-assessment tool, people experience strategy workshop and foreign exchange control in India. The IT support services company (Presence of IT) for Human Resource Applications was acquired by Deloitte during FY20. Presence of IT services were discontinued in FY23. Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 102 26. Subsidiaries and Associates 26.1 Subsidiaries Details of the Group’s subsidiaries at the end of the reporting period are as follows: Proportion of voting power controlled by the Group Name of subsidiary Principal activity Place of incorporation and operation 2024 2023 IELTS Australia Pty Limited Examinations Australia 100% 100% IDP World Pty Ltd Holding company Australia 100% 100% IDP Education Pty Ltd (South Korea) Student Placements & Examinations Korea 100% 100% IDP Education Services Co. Ltd1 Student Placements & Examinations Thailand 100% 100% IDP Education (Vietnam) Co. Ltd Student Placements & Examinations Vietnam 100% 100% Yayasan Pendidikan Australia2 Student Placements & Examinations Indonesia 100% 100% PT IDP Consulting Indonesia Student Placements & Examinations Indonesia 100% 100% IDP Consulting (Hong Kong) Co. Ltd Holding company Hong Kong 100% 100% IDP Education India Pvt Ltd Student Placements & Examinations India 100% 100% IDP Education (Cambodia) Ltd Student Placements, Examinations & English Language Teaching Cambodia 100% 100% IDP Education (Canada) Ltd Client Relations, Student Placements & Examinations Canada 100% 100% IDP Education Bangladesh Pvt Ltd Student Placements & Examinations Bangladesh 100% 100% IDP Education Egypt LLC Student Placements & Examinations Egypt 100% 100% IDP Education Consulting (Beijing) Co., Ltd Student Placements China 100% 100% IDP Business Consulting (Shanghai) Co., Ltd Student Placements China 100% 100% Beijing Promising Education Limited Student Placements China 100% 100% IDP Education Services New Zealand Limited Student Placements & Examinations New Zealand 100% 100% IDP Education Turkey LLC Student Placements & Examinations Türkiye 100% 100% IDP Education Lanka (Private) Limited Student Placements & Examinations Sri Lanka 100% 100% IDP Education Pakistan (Private) Limited Student Placements & Examinations Pakistan 100% 100% IDP Education Nepal Private Limited Examinations Nepal 100% 100% IDP Education Japan Limited Examinations Japan 100% 100% IDP Connect Limited Digital marketing and online students recruitment United Kingdom 100% 100% Complete University Guide Limited Digital marketing United Kingdom 100% 100% IDP Connect Inc. Client Relations United States of America 100% 100% Hotcourses Pty Limited Client Relations Australia 100% 100% Hotcourses India Private Limited Online services India 100% 100% IDP Education India Services LLP Shared services India 100% 100% IDP Education Student Services Nepal Private Limited Student Placements Nepal 51% 51% IDP Education Services Nigeria limited Student Placements & Examinations Nigeria 100% 100% IDP Annual Report 2024 103 Proportion of voting power controlled by the Group Name of subsidiary Principal activity Place of incorporation and operation 2024 2023 IDP Education Singapore Pte Ltd Student Placements & Examinations Singapore 100% 100% IDP Education Employee Share Scheme Trust Employee Share Scheme Trust Australia 100% 100% Intake TM Pte Ltd Holding company Singapore 100% 100% Intake Global Pte Ltd Holding company Singapore 100% 100% Intake Global Ltd Holding company Taiwan 100% 100% Intake Education Pte Ltd Holding company Singapore 100% 100% UKEAS Education Consulting Pvt Ltd Student Placements India 100% 100% IDP Education Kenya Ltd3 Student Placements Kenya 100% 100% Intake Education Nigeria Ltd Student Placements Nigeria 100% 100% Intake Education Philippines Inc Student Placements Philippines 100% 100% Intake Education Ltd Student Placements & English Language Teaching Taiwan 100% 100% Mentor ISC Co., Ltd4 Student Placements Thailand 100% 100% The Ambassador Platform Ltd Technology service United Kingdom 100% 100% The Ambassador Platform Pty Ltd Technology service Australia 100% 100% The Ambassador Platform Inc.5 Technology service United States of America – 100% IDP Education L.L.C Student Placements & Examinations UAE 100% 100% IDP Education Ghana Ltd.6 Student Placement Ghana 100% – ACET Language Teaching (Australia) Pty Ltd Dormant Australia 100% 100% 1. IDP Education Limited owns 100% ordinary Class A shares, which represents 49% of total shares of IDP Education Services Co. Ltd. According to the company constitution, ordinary Class A shares holds 100% voting and economic rights of the company. Based on these facts and circumstances, management determined that, in substance, the Group controls these entities with no non-controlling interest. 2. Foundation controlled through IDP Education Limited’s capacity to control management of the company. 3. Name changed from Intake Education (Kenya) Ltd to IDP Education Kenya Ltd effective on 9 January 2024. 4. IDP Education Limited owns 49% of total shares of Mentor ISC Co., Ltd but holds 100% voting and economic rights through control agreements. Based on these facts and circumstances, management determined that, in substance, the Group controls these entities with no non-controlling interest. 5. The Ambassador Platform Inc. was dissolved in FY24. 6. IDP Education Ghana Ltd. was incorporated on 18 June 2024. 26.2 Associates Details of the Group’s associates at the end of the reporting period are as follows: Name of associate Principal activity Place of incorporation and operation Proportion of voting power controlled by the Group 2024 2023 HCP Limited English language test preparation and online services China 19% 19% IELTS UK Services Ltd Provision of English language test development United Kingdom 33% 33% Speak E.H.A Ltd Examination services Israel 20% 20% The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting. Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 104 27. Business Combinations Acquisition of The Ambassador Platform On 23 May 2023, IDP completed the acquisition of 100% of The Ambassador Platform. The purchase consideration paid was $12.1m as a cash payment at the settlement date. An additional contingent consideration of $3.9m was paid in July 2024 after TAP achieved a number of performance conditions in the first-year post acquisition. As of 30 June 2023, the acquisition accounting for The Ambassador Platform was provisional. The Group were in the process of identifying and measuring the fair value of acquired net assets, including the fair value of the acquired technology platform. Provisional goodwill of $16.1m was recognised as of 30 June 2023. During the current financial year, the acquisition accounting for The Ambassador Platform has been finalised. As a result, technology platform assets of $8.6m, customer relationships of $0.6m and related deferred tax liabilities of $2.3m have been recognised with a net reduction in goodwill of $5.7m. Technology platform is amortised over five years and customer relationships are amortised over three years. The final goodwill balance of $10.5m represents the value attributable to synergies from combining operations of the acquiree and the acquirer with respect to the student placement business. Refer to note 13 for details on the allocation of goodwill to CGUs. Details of the consideration and fair value of assets and liabilities acquired are as follows: $’000 Cash consideration paid on the settlement date 12,115 Present value of contingent consideration payable at acquisition date 3,546 Total purchase consideration 15,661 Less: fair value of net identifiable assets acquired 5,190 Goodwill on acquisition 10,471 The assets and liabilities arising from the acquisition at acquisition date are as follows: $’000 Cash and cash equivalents 357 Receivables and contract assets 302 Property, plant and equipment 13 Technology platform 8,605 Customer relationships 575 Total assets 9,852 Payables and other current liabilities (2,367) Deferred tax liabilities (2,295) Total liabilities (4,662) Net identifiable assets acquired 5,190 IDP Annual Report 2024 105 28. Deed of cross guarantee The following wholly-owned entities have entered into a Deed of Cross Guarantee. Company Financial year entered into agreement IDP Education Limited 30 June 2017 IELTS Australia Pty Limited* 30 June 2017 IDP World Pty Ltd* 30 June 2017 * These entities are not required to prepare and lodge a financial report and directors’ report under ASIC Corporations (Wholly owned Companies) Instrument 2016/785 issued by the Australian Securities and Investments Commission. The companies that are members of this deed guarantee the debts of the others and represent the “Closed Group” from the date of entering into the agreement. These are the only members of the Deed of Cross Guarantee and therefore these companies also represent the ‘Extended Closed Group’. 28.1 Statement of profit or loss, other comprehensive income and a summary of movements in consolidated retained profits of the Closed Group for Deed of Cross Guarantee purposes Statement of comprehensive income 30 June 2024 $’000 30 June 2023 $’000 Revenue 674,513 609,101 Dividend income 36,576 8,251 Expenses (502,235) (421,041) Depreciation and amortisation (21,660) (22,875) Finance income 1,175 1,078 Finance costs (17,188) (10,140) Share of loss of associates (109) (110) Profit for the year before income tax expense 171,072 164,264 Income tax expense (45,470) (41,703) Profit for the year of the Closed Group 125,602 122,561 Other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translating foreign operations (209) 103 Cash flow hedges: Fair value gains/(losses) on hedging instruments 653 (3,271) Cumulative gains/(losses) on hedging instruments reclassified to profit or loss 3,261 4,369 Income tax related to gains/(losses) (1,174) (329) Other comprehensive income for the year, net of income tax 2,531 872 Total comprehensive income for the year of the Closed Group 128,133 123,433 Summary of movements in consolidated retained profits 30 June 2024 $’000 30 June 2023 $’000 Retained profits at 1 July 122,972 96,437 Profit for the year 125,602 122,561 Dividends paid (125,251) (96,026) Retained profits at 30 June of the Closed Group 123,323 122,972 Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 106 28.2 Consolidated statement of financial position of the Closed Group for Deed of Cross Guarantee purposes 30 June 2024 $’000 30 June 2023 $’000 CURRENT ASSETS Cash and cash equivalents 48,551 78,664 Trade and other receivables 140,331 130,854 Contract assets 145,480 96,131 Derivative financial instruments 1,512 4,642 Current tax assets – 347 Other current assets 9,837 9,993 Total current assets 345,711 320,631 NON-CURRENT ASSETS Contract assets 5,762 5,840 Investments in subsidiaries 173,435 173,435 Investments in associates 7,800 8,719 Property, plant and equipment 9,423 8,707 Right-of-use assets 23,629 27,314 Intangible assets 283,317 261,667 Capitalised development costs 22,766 11,784 Deferred tax assets 19,880 14,562 Other non-current assets 1,112 985 Total non-current assets 547,124 513,013 TOTAL ASSETS 892,835 833,644 CURRENT LIABILITIES Trade and other payables 168,123 150,074 Lease liabilities 6,580 7,549 Contract liabilities 7,017 6,420 Provisions 11,820 15,571 Current tax liabilities 4,422 8,473 Contingent consideration 3,853 21,155 Derivative financial instruments 860 6,302 Total current liabilities 202,675 215,544 NON-CURRENT LIABILITIES Borrowings 277,652 209,004 Lease liabilities 19,979 22,496 Provisions 2,347 1,636 Total non-current liabilities 299,978 233,136 TOTAL LIABILITIES 502,653 448,680 NET ASSETS 390,182 384,964 EQUITY Issued capital 280,666 271,467 Reserves (13,807) (9,475) Retained earnings 123,323 122,972 TOTAL EQUITY 390,182 384,964 IDP Annual Report 2024 107 29. Parent entity information IDP Education Limited is the parent entity of the Group. The financial information presented below represents that of the parent and is not comparable to the consolidated results. Financial position 30 June 2024 $’000 30 June 2023 $’000 Current assets 357,764 302,481 Total assets 682,823 602,004 Current liabilities 87,007 106,026 Total liabilities 386,985 339,162 Equity Issued capital 280,666 271,467 Retained earnings 28,982 2,250 Reserves (13,810) (10,875) Total equity 295,838 262,842 Financial performance 30 June 2024 $’000 30 June 2023 $’000 Profit for the year 151,983 75,955 Other comprehensive income 3,928 (884) Total comprehensive income 155,911 75,071 During the year, the parent entity received $145.3m in dividend income from its subsidiaries (2023: $78.3m). Notes to the Consolidated Financial Statements continued IDP Annual Report 2024 108 30. Contingent liabilities The Group operates in multiple countries with different tax laws and regulations, the most significant of which are Australia and India. The Group regularly undergoes formal and informal reviews by various tax authorities, the outcomes of which are uncertain. As of 30 June 2024, the Group’s Consolidated Statement of Financial Position reflects the Group’s best estimate of known tax liabilities from completed and ongoing reviews. The Group has historically been party to an Indian Service Tax matter and currently has open Indian GST matters which are subject to legal proceedings and reviews by Indian tax authorities. The Group is actively working to progress and conclude all open reviews. The Indian Service Tax matter related to the application of Indian Service Tax for the period 1 April 2014 to 30 June 2017 (the date Service Tax ceased in India). In October 2021, the Indian Federal Customs, Excise & Service Tax Appellate Tribunal adjudicated on this matter for the period 1 April 2014 to 30 September 2015 in IDP’s favour and the formal appeal deadline for the tax authority has passed. No review activities have been undertaken by the Indian tax authorities in relation to the remaining period 1 October 2015 to 30 June 2017 since receiving this favourable outcome. As a result, the Group has concluded that a cash outflow for the remaining period is remote and not considered as a contingent liability. The Indian GST matters relate to the application of GST from the date of its introduction in India on 1 July 2017 to the current balance date. The matters are similar in nature to the matter adjudicated for Indian Service Tax, as discussed above. The GST matters are at various stages of review by State-based tax authorities. During the current financial year, the Group also received notices in relation to this matter from Directorate General of GST Intelligence (DGGI), India’s central board for indirect taxes and customs, covering the period 1 July 2017 to 31 December 2022. The Group expects to achieve a favourable outcome in relation to the GST matters, with reference to advice from external tax advisors and legal counsel in India, guidance issued by the Indian Central Tax Authority and the favourable adjudication received for the Indian Service Tax matter. The GST matters are deemed contingent liabilities with no provision recognised as at 30 June 2024. The Group’s best estimate of potential exposure, in the event that IDP were to be unsuccessful in relation to the GST matters in all States, including potential interest and penalties, is estimated at $73.6m (June 2023: $41.0m). The increase of $32.6m since June 2023 is due to the continuation of ordinary business operations, including an additional 12 months of potential interest ($17.2m) and, as a result of the notice issued by the DGGI, the inclusion of amounts related to States who have previously accepted IDP’s position on the application of GST ($15.4m). As at 30 June 2024, the Group holds tax deposits of $20.5m (June 2023: $21.3m), which are recorded as a non-current asset. The Group expects these amounts to be refunded by relevant Indian State tax authorities or used to meet any possible future tax obligations. The Group expects to receive these amounts as a refund from relevant State tax authorities or, in the event IDP is unsuccessful, use these amounts to satisfy any possible future obligation applied by relevant tax authorities. 31. Events after the reporting period There has been no matter or circumstances occurring subsequent to the balance date that has significantly affected, or may significantly affect, the operation of the Group, the results of those operations, or the state of affairs of the Group in future financial years. IDP Annual Report 2024 109 Consolidated Entity Disclosure Statement As of 30 June 2024 Body corporates Tax residency Entity name Entity type Place formed or incorporated % of share capital held Australian or foreign Foreign jurisdiction IDP Education Limited (Parent entity) Body Corporate Australia N/A Australia N/A IELTS Australia Pty Limited Body Corporate Australia 100% Australia N/A IDP World Pty Ltd Body Corporate Australia 100% Australia N/A IDP Education Pty Ltd (South Korea) Body Corporate Korea 100% Foreign Korea IDP Education Services Co. Ltd Body Corporate Thailand 49% Foreign Thailand IDP Education (Vietnam) Co. Ltd Body Corporate Vietnam 100% Foreign Vietnam Yayasan Pendidikan Australia Body Corporate Indonesia N/A1 Foreign Indonesia PT IDP Consulting Indonesia Body Corporate Indonesia 100% Foreign Indonesia IDP Consulting (Hong Kong) Co. Ltd Body Corporate Hong Kong 100% Foreign Hong Kong IDP Education India Pvt Ltd Body Corporate India 100% Foreign India IDP Education (Cambodia) Ltd Body Corporate Cambodia 100% Foreign Cambodia IDP Education (Canada) Ltd Body Corporate Canada 100% Foreign Canada IDP Education Bangladesh Pvt Ltd Body Corporate Bangladesh 100% Foreign Bangladesh IDP Education Egypt LLC Body Corporate Egypt 100% Foreign Egypt IDP Education Consulting (Beijing) Co., Ltd Body Corporate China 100% Foreign China IDP Business Consulting (Shanghai) Co., Ltd Body Corporate China 100% Foreign China Beijing Promising Education Limited Body Corporate China 100% Foreign China IDP Education Services New Zealand Limited Body Corporate New Zealand 100% Foreign New Zealand IDP Education Turkey LLC Body Corporate Türkiye 100% Foreign Türkiye I D P Education Lanka (Private) Limited Body Corporate Sri Lanka 100% Foreign Sri Lanka IDP Education Pakistan (Private) Limited Body Corporate Pakistan 100% Foreign Pakistan IDP Education Nepal Private Limited Body Corporate Nepal 100% Foreign Nepal IDP Education Japan Limited Body Corporate Japan 100% Foreign Japan IDP Connect Limited Body Corporate United Kingdom 100% Foreign United Kingdom Complete University Guide Limited Body Corporate United Kingdom 100% Foreign United Kingdom IDP Connect Inc. Body Corporate United States of America 100% Foreign United States of America Hotcourses Pty Limited Body Corporate Australia 100% Australia N/A Hotcourses India Private Limited Body Corporate India 100% Foreign India IDP Education India Services LLP Body Corporate India 100% Foreign India IDP Education Student Services Nepal Private Limited Body Corporate Nepal 51% Foreign Nepal IDP Education Services Nigeria limited Body Corporate Nigeria 100% Foreign Nigeria IDP Education Singapore Pte Ltd Body Corporate Singapore 100% Foreign Singapore IDP Education Employee Share Scheme Trust Trust Australia 100% Australia N/A Intake TM Pte Ltd Body Corporate Singapore 100% Foreign Singapore Intake Global Pte Ltd Body Corporate Singapore 100% Foreign Singapore Intake Global Ltd Body Corporate Taiwan 100% Foreign Taiwan Intake Education Pte Ltd Body Corporate Singapore 100% Foreign Singapore UKEAS Education Consulting Pvt Ltd Body Corporate India 100% Foreign India IDP Education Kenya Ltd Body Corporate Kenya 100% Foreign Kenya IDP Annual Report 2024 110 Body corporates Tax residency Entity name Entity type Place formed or incorporated % of share capital held Australian or foreign Foreign jurisdiction Intake Education Nigeria Ltd Body Corporate Nigeria 100% Foreign Nigeria Intake Education Philippines Inc Body Corporate Philippines 100% Foreign Philippines Intake Education Ltd Body Corporate Taiwan 100% Foreign Taiwan Mentor ISC Co., Ltd Body Corporate Thailand 49% Foreign Thailand The Ambassador Platform Ltd Body Corporate United Kingdom 100% Foreign United Kingdom The Ambassador Platform Pty Ltd Body Corporate Australia 100% Australia N/A IDP Education Ghana Ltd. Body Corporate Ghana 100% Foreign Ghana IDP Education L.L.C Body Corporate UAE 100% Foreign UAE ACET Language Teaching (Australia) Pty Ltd Body Corporate Australia 100% Australia N/A 1. Yayasan Pendidikan Australia is a foundation formed under Indonesian law. It is a non-membership legal entity. Basis of preparation This consolidated entity disclosure statement has been prepared in accordance with Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statement. Determination of tax residency Section 295 (3A) (vi) of the Corporate Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted, and which could give rise to a different conclusion on residency. 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 Tax Commissioner’s public guidance in Tax Ruling TR2018/5. • Foreign tax residency: The consolidated entity has applied current legislation and judicial precedent in the determination of foreign tax residency. In addition, where necessary, the consolidated entity has used independent tax advisers to assist in its determination of tax residency. IDP Annual Report 2024 111 Directors’ Declaration In the Directors’ opinion: (a) the consolidated financial statements and notes of IDP Education Limited and its controlled entities (the Group) set out on pages 65 to 109 are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, the Corporations Regulations 2001, and other mandatory professional reporting requirements; and (ii) giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its performance, as represented by the results of its operations, changes in equity and its cash flows, for the year ended on that date. (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) at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group identified in note 28 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the Deed of Cross Guarantee described in note 28. (d) the consolidated entity disclosure statement set out on pages 110 to 111 is true and correct. Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations required by section 295A of the Corporations Act 2001. The declaration is made in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001. Peter Polson Chairman Tennealle O’Shannessy Managing Director Melbourne 28 August 2024 IDP Annual Report 2024 112 Independent Auditor’s Report Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 477 Collins Street Melbourne VIC 3000 Australia Phone: +61 3 9671 7000 www.deloitte.com.au Independent Auditor’s Report to the members of IDP Education Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of IDP Education Limited (the “Company”) and its subsidiaries (the “Group”) which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information, the directors’ declaration and the Consolidated Entity Disclosure Statement. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial performance for the year then ended; and • Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. 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 auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & 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 also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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 for the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. IDP Annual Report 2024 113 Independent Auditor’s Report continued Key Audit Matter How the scope of our audit responded to the Key Audit Matter Contingent liabilities - Indian Indirect Tax Refer to Note 14 Other Assets and Note 30 Contingent Liabilities The Group has historically been party to an Indian Service Tax matter and has open Indian Goods and Services Tax (GST) matters, which are subject to legal proceedings and reviews by Indian tax authorities. Details on the background to these matters and the potential exposures is set out in Note 30. The Group has concluded that it is not probable that a cash outflow will be required for these matters. As a result, no provision has been recognised at 30 June 2024 for either matter as disclosed in Note 30. As set out in Note 14, the Group holds tax deposits which are presented as a non-current asset in the Statement of Financial Position. The Group expects to receive these amounts as a refund from the relevant tax authorities or, in the event the Group is unsuccessful, use these amounts to satisfy any possible future obligation applied by the relevant tax authorities. The evaluation of these matters is subject to significant judgement by management given the complexity of the tax legislation involved and the potential for material cash outflows depending on the final outcome. We considered this a key audit matter due to the magnitude of the potential exposures and the judgement involved in assessing the likely outcomes. In conjunction with our tax specialists in India, our procedures included: • Understanding and evaluating management’s process to monitor developments in relation to these matters, including inspection of any correspondence with the Indian tax authorities and reports from management’s experts to identify any new information relevant to the matters. • Meeting with the Group’s Indian tax advisors to understand the effect of any regulatory developments, new information arising in the period, and to assess their competence and objectivity. • Assessing the measurement of the potential exposures, including potential interest and penalties, and the expected form and timing of recoverability from relevant tax authorities. We also assessed the adequacy of the disclosures in the Notes to the Group’s financial statements, specifically Note 14 Other Assets and Note 30 Contingent Liabilities. Revenue recognition – Student Placement Services and English Language Testing Refer to Note 3 Revenue, Note 9 Contract Assets and Note 16 Contract Liabilities The Group’s revenue is primarily generated from Student Placement Services and English Language Testing, as detailed in Note 3 to the financial statements. We considered revenue recognition to be a key audit matter due to: • Variability in the timing of enrolment confirmation, which is the point revenue is recognised for Student Placement Services, depending on the location of the education institution, • Judgement required in constraining Student Placement Services revenue for expected student withdrawals and other variations impacting consideration receivable, Our audit procedures included: • Obtaining an understanding of the revenue recognition processes and evaluating the design and implementation of key controls. • Assessing the Group’s revenue recognition accounting policies for compliance with AASB 15 Revenue from contracts with customers. For Student Placement Services: • Developing an independent expectation of revenue based on course details and contractual commission rates, performing sample-based testing on exceptions identified. • Evaluating management’s estimate for expected student withdrawals and course variations used to constrain the recognition of revenue. For English Language Testing: IDP Annual Report 2024 114 • Existence of significant contract assets and contract liabilities arising from timing differences between service delivery and the timing of invoicing / customer receipts for both revenue streams, • Judgement involved in assessing the cut-off of revenue for English Language Testing at year end. • Developing an independent expectation of revenue using student numbers, published test fees and examination dates. • Testing the cut-off of revenue recognised for in- progress testing at year end. For a sample of contract assets and contract liabilities, we assessed whether the amounts were recognised in accordance with the Group’s revenue recognition policies. We also assessed the adequacy of the disclosures in the Notes to the Group financial statements, specifically Note 3 Revenue, Note 9 Contract Assets and Note 16 Contract Liabilities. Other Information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2024, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, 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. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible: • For the preparation of 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 in accordance with Australian Accounting Standards; and • For such internal control as the directors determine is necessary to enable the preparation of 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 is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and 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 this financial report. IDP Annual Report 2024 115 Independent Auditor’s Report continued As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. IDP Annual Report 2024 116 Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 43 to 63 of the Directors’ Report for the year ended 30 June 2024. In our opinion, the Remuneration Report of IDP Education Limited, for the year ended 30 June 2024, complies with section 300A of the Corporations Act 2001. 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 responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. DELOITTE TOUCHE TOHMATSU Travis Simkin Partner Chartered Accountants Melbourne, 28 August 2024 IDP Annual Report 2024 117 Shareholder Information As at 1 September 2024 Top shareholders Rank Name Shares Held % 1 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 63,317,998 22.75 2 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 61,277,381 22.02 3 CITICORP NOMINEES PTY LIMITED 59,632,342 21.42 4 BNP PARIBAS NOMINEES PTY LTD 15,887,153 5.71 5 NATIONAL NOMINEES LIMITED 9,865,193 3.54 6 BNP PARIBAS NOMS PTY LTD 3,681,796 1.32 7 AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED 3,477,762 1.25 8 ARGO INVESTMENTS LIMITED 3,434,737 1.23 9 BNP PARIBAS NOMINEES PTY LTD 2,872,950 1.03 10 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2,171,988 0.78 11 INVIA CUSTODIAN PTY LIMITED 1,831,159 0.66 12 UNIVERSITY OF NEW SOUTH WALES 1,831,159 0.66 13 THE UNIVERSITY OF MELBOURNE 1,831,159 0.66 14 MACQUARIE UNIVERSITY 1,831,159 0.66 15 JAMES COOK UNIVERSITY 1,831,159 0.66 16 CHARLES DARWIN UNIVERSITY 1,831,159 0.66 17 CENTRAL QUEENSLAND UNIVERSITY 1,831,159 0.66 18 SWINBURNE UNIVERSITY OF TECHNOLOGY 1,612,725 0.58 19 THE SENIOR MASTER OF THE SUPREME COURT 1,603,000 0.58 20 UNIVERSITY OF SOUTHERN QUEENSLAND 1,373,369 0.49 TOTAL 243,026,507 87.31 BALANCE OF REGISTER 35,309,704 12.69 GRAND TOTAL 278,336,211 100.00 IDP Annual Report 2024 118 Substantial Shareholders Range Shares Held1 % of issued Capital Challenger Limited 29,619,572 10.6 Citigroup Global Markets Australia Pty Limited 21,838,724 7.8 State Street Corporation 20,860,376 7.5 Bennelog Funds Management Group Pty Ltd 19,938,146 7.2 Magellan Financial Group Ltd 17,066,980 6.1 JPMorgan Chase & Co 14,167,847 5.1 1. Number of shares held by substantial shareholders is based on the most recent notifications lodged by substantial shareholders with the ASX. Unquoted Equity Securities Range Number on issue Number of Holders Employee performance rights plan 108 627,375 Distribution of Shareholders Range Securities % of issued Capital No. of holders % 100,001 and Over 260,444,532 93.57 51 0.35 10,001 to 100,000 4,733,278 1.70 198 1.35 5,001 to 10,000 2,566,570 0.92 362 2.46 1,001 to 5,000 7,140,817 2.57 3,340 22.70 1 to 1,000 3,451,014 1.24 10,763 73.15 Total 278,336,211 100.00 14,714 100.00 There were 612 holders of less than a marketable parcel of ordinary shares. IDP Annual Report 2024 119 Corporate Directory Directors Peter Polson Chairman Tennealle O’Shannessy Managing Director and Chief Executive Officer Ariane Barker Andrew Barkla Tracey Horton AO Chris Leptos AO Professor Colin Stirling Michelle Tredenick Greg West Secretary Ashley Warmbrand Principal registered office in Australia Level 10 697 Collins Street DOCKLANDS VIC 3008 AUSTRALIA Ph: +61 3 9612 4400 Share Registry Link Market Service Limited Tower 4 727 Collins Street MELBOURNE VIC 3008 AUSTRALIA Auditor Deloitte Touche Tohmatsu 477 Collins Street MELBOURNE VIC 3000 AUSTRALIA Ph: +61 3 9671 7000 Stock exchange listing IDP Education Limited shares are listed on the Australian Securities Exchange (Listing code: IEL) Website www.idp.com ABN 59 117 676 463 IDP Annual Report 2024 120 MDM Design® IDP Education Limited ACN 117 676 463 www.idp.com