Imdex Limited Annual Report 2023

Plain-text annual report

Annual Report 2023 Our purpose as a leading global mining-tech company is to efficiently and sustainably unlock the earth’s value... We are uniquely positioned to enable clients to find, define and mine orebodies with precision, confidence and at speed. IMDEX is a leading mining-tech company We believe mining is essential to all aspects of modern life. Our opportunity, indeed our responsibility, is to change the global minerals industry forever. Why We Deliver A strong core business with a clear objective to outperform industry growth Opportunities to strengthen core business via next generation and new technologies and solution selling New business growth via IMDEX Mining Technologies business and software offering A strong financial platform with quality revenue and a history of increasing EBITDA margins Disciplined cost control Established global presence and customer network Market leading technologies with unique defendable IP A commitment to targeted R&D to maintain technical leadership End-to-end solutions that are applicable across the mining value chain The ability to make acquisitions or collaborate with industry partners to complement existing product offering An experienced leadership team and world-class geoscience capabilities A low carbon footprint and opportunities to enhance the sustainability of operations for customers About This Report This Annual Report provides a summary of Imdex Limited’s operations, financial performance and sustainability initiatives for the 2023 financial year (FY23) from 1 July 2022 to 30 June 2023. Download a our FY23 Annual Report and past Reports at www.imdexlimted.com/investors Our Corporate Governance Statement discloses the extent to which we have complied with the Australian Securities Exchange Corporate Governance Council’s ‘Corporate Governance Principles & Recommendations – 4th edition’. Our Corporate Governance Statement can be found at: www.imdexlimited.com/about-us/corporate-governance Unless otherwise stated: references to ‘IMDEX’, the ‘Group’, the ‘Company’, ‘we’, ‘us’ and ‘our’ refer to Imdex Limited and its controlled entities; references to a year are to the financial year ended 30 June; and references to dollar figures are in AUD currency. Sustainability The Sustainability section within this Report outlines the Company’s key ESG focus areas, material topics and contributions to sustainable development. It covers all IMDEX subsidiaries excluding Devico. Sustainability content has been prepared with reference to the Global Reporting Initiative Standards Core option. For more information about the Standards, please see www.globalreporting.org. The Report also considers relevant Sustainability Accounting Standards Board (SASB) standards and United Nations Sustainability Goals. Forward Looking Statements This report may contain forward looking statements. Further information can be found on page 202 of this report. Further Information Questions or feedback regarding our Company are always welcome. Please contact Kym Clements - IMDEX Investor Relations at kym.clements@imdexlimited.com 7 IMDEX Annual Report 2023Contents Business Overview About IMDEX Financial Highlights Strategic Highlights ESG Highlights Chairman’s Address Board of Directors CEO Review of Operations Executive Leadership Committee Financial Performance and Strategy Financial Summary Operating Environment and Outlook Core Business Outlook FY23 Operating Environment Growth Strategy and FY24 Focus Areas FY24 Focus Areas A Growth Company Sustainability Leadership Support ESG Approach Focus Areas and UN Sustainability Development Goals Material Topics FY23 Highlights and FY24 Targets How We Govern ESG Risks and Opportunities IMDEX Values People Health, Safety & Wellbeing People & Culture Diversity & Inclusion People – Key Data 11 11 18 20 21 22 24 27 33 36 36 41 41 41 42 42 43 45 45 49 50 53 54 57 60 62 62 74 77 80 Innovation Technology Solutions Thought Leadership & External Memberships Innovation - Key Data Environment Climate Resilience Governance Risk Management Strategy Operational Emissions Water and Effluents Land Disturbance and Rehabilitation Materials & Packaging Environmental - Key Data Society Sustainable Earnings Growth Local Support & Engagement Society - Key Data Governance Corporate Governance Risk Human Rights & Modern Slavery Privacy & Data Security Governance Key Statistics GRI Index Sustainability Accounting Standards Board Index Directors' Report Remuneration Financial Statements 83 83 86 89 91 91 92 92 93 94 97 98 99 101 103 103 104 107 109 109 112 113 114 116 121 122 126 143 Shareholder Information 196 196 Corporate Information Share Price Performance Top 20 Largest Shareholders Key Announcements Annual General Meeting Corporate Calendar Share Registry Enquiries Company History Forward Looking Statements 197 197 199 200 200 200 201 202 I W E V R E V O S S E N S U B I 10 IMDEX Annual Report 2023 BUSINESS OVERVIEW About IMDEX IMDEX is a leading global mining-tech company that enables drilling contractors and resource companies to find, mine and define orebodies with precision, confidence and at speed. Our product offering includes a broad range of drilling optimisation products, rock knowledge sensors and real-time data and analytics. This offering is commodity agnostic and can be applied across the mining value chain. In February 2023 we extended our product offering with the acquisition of Devico and in May 2023 a 40% investment in Krux Analytics. We partner with drilling contractors and resource companies to provide integrated solutions that unlock real value and provide timely critical insights. Our Customer Value Proposition The key to delivering value to our customers is to provide high quality data in real-time, facilitating improved decision-making opportunities and safer operating environments. Timely Information for Critical Decision Making Quality Data Representivity Time Saving Industry leading sensors QA/QC at point of data collection Digital workﬂows to reduce risk of human error AI and machine learning to remove human subjectivity Cost effective methods allowing data to be collected for every metre drilled Repeatable sensor-based data (Internet of Geoscience) Actionable information in real-time Driller operable instrumentation Autonomous operations More efﬁcient digital workﬂows 11 IMDEX Annual Report 2023Our Integrated Solutions Our solutions fit within the following three broad The Devico and Krux products complement each of categories - Drilling Optimisation Products, Rock our three categories. The combined offering provides Knowledge Sensors and Real-time Data & Analytics. customers greater choice and the ability to match the Increasingly our focus is on providing solutions that right sensors to the right geological program. integrate the categories to provide greater value to customers. Drilling Optimisation Products Rock Knowledge Sensors Real-Time Data & Analytics A suite of product that enhance drilling productivity while improving safety and the impact on the environment: • Drilling fluids • • Solids removal units Rig alignment technologies • Directional drilling technologies Best-in-class sensors that originate critical data on the four elements of rock knowledge - location, grade, mineralogy and texture: • Down hole survey sensors, including Devico Reference Gyro • Core orientation sensors • Gamma logging sensors • Structural orientation sensors A secure cloud platform and market leading geoscience analytical software to enrich data and enable real-time decisions to be made further upstream: • Devico survey data management system (DeviCloud) • Krux drilling analytics software • Cloud-based data collection and validation platform • Advanced reporting software • Geoscience analytics software • Interpretive mineralogy software • 3D visualisation software 12 IMDEX Annual Report 2023Rock Knowledge & Quality Data Rock knowledge is an understanding of location, texture, grade and mineralogy. It answers questions relating to where to drill next and how processing can be optimised. We enable the timely delivery of quality data, giving clarity on the nature of the rock to allow real-time decisions to be made, rather than having to wait weeks or months. The Four Components of Rock Knowledge LOCATION IMDEX HUB-IQTM connected survey tools mean geologists can see where their holes are anywhere and anytime, rather than relying on paper based flows. TEXTURE IMDEX’s Structural-IQTM solution combines multiple sensors to allow geologists to see the position of their structures in 3D as they log in the core farm. This replaces workflow where data gathering and interpretation were separated by weeks or months. MINERALS IMDEX’s aiSIRIS™ software provides a real-time mineralogy solution to IMDEX’s rock knowledge offering. It replaces a workflow reliant on laboratory and expert interpretation that is asynchronous to data collection. GRADE IMDEX’s In-field GeoAnalysisTM solution enables geoscientists to obtain quality assay data at the rig or core farm rather than waiting for laboratory results. 13 IMDEX Annual Report 202314 IMDEX Annual Report 2023Supply Chain At IMDEX we manage a complex global supply chain for our product range. We purchase raw materials and components and deliver finished products and business support through supply chains in Asia-Pacific, North America, South America, Europe and Africa. Our supply chain covers the following critical areas to ensure continued success: • Suppliers of raw materials and technical componentry for drilling optimisation products and rock knowledge sensors • Manufacturing of drilling optimisation products and rock knowledge sensors • Fast turnaround prototyping for engineering and R&D • Distribution and logistics ensuring rapid response to the changing needs of our clients • Global service centres to support clients. Including purchases for manufactured products that may be used in country or shipped overseas. Approximately 70% of our purchases were with local suppliers (suppliers that operate within the same country IMDEX operates within). Our Supplier Code of Conduct sets out our minimum expectations of suppliers, their subsidiaries and subcontractors. SMETA1 audits are conducted on new suppliers for higher risk industries and locations. During FY23 supply chain pressures continued to ease. We have a resilient supply chain with multiple supply contingencies. Increased inventory volumes during FY22 were largely released by the close of FY23. We continue to be watchful on supply chains and remain well-positioned to serve our customers. Our Supplier Code of Conduct available on our website at: www.imdexlimited.com/media/home/IMDEX-Supplier-Code-of-Conduct_November2021.pdf 1 SMETA is the world-leading audit. It helps companies understand standards of labour, health and safety, environmental performance, and ethics within your own operations or at a supplier site. 15 IMDEX Annual Report 2023Our Established Global Business Our global presence is unrivalled. This presence provides a compelling opportunity to embed real value for customers and maximise revenue and earnings for IMDEX. During FY23 we supported customers in more than 100 countries. We have 22 IMDEX facilities, together with warehouses and calibration centres in key mining regions of the world. Our Head Office is located in Balcatta, Western Australia. The integration of Devico provides an additional 4 facilities, including a world-class R&D and manufacturing facility in Trondheim, Norway. This facility and its team of engineers, complement our existing capabilities in California and Australia. Devico significantly strengthens our core business and global presence, particularly in Europe. Kittilä, Finland Trandheim - Norway Åre, Sweden East Sussex - UK Rastede - Germany Vancouver - Canada Elko - USA Timmins - Canada Salt Lake City - USA San Luis Obispo - USA Phoenix - USA Amsterdam - Netherlands Soﬁa, Bulgaria Torreón - Mexico Coahuila - Mexico Columbia Accra - Ghana Manilla - Phillipines Hong Kong Quito - Ecuador Lima - Peru Mendoza - Argentina Santiago - Chile Parauapebas - Brazil Jakarta - Indonesia Belo Horizonte - Brazil Itajai - Brazil Johannesburg South Africa Kalgoorlie - WA PERTH - WA Townsville - QLD Brisbane - QLD Auckland - New Zealand 16 IMDEX Annual Report 2023Our Customers and Industry Partners Our long-standing customer base includes large drilling contractors and tier-1 resource companies within the global minerals industry. We are creating a collaborative ecosystem, where we partner with all customers to optimise orebodies and support resource stewardship. Operating in all key mining regions of the world Sales in 100+ COUNTRIES Our truly global footprint limits geographic risk and provides greater diversity and industry insights Shaun Southwell, Chief Operating Officer 17 IMDEX Annual Report 2023Financial Highlights (Compared to FY22 at 30 June) Up 20% GROUP REVENUE Revenue on a constant currency basis up 16% Softer exploration activity in 2H23 (FY23 $411.4m v FY22 $341.8m) Up 17% EBITDA NORMALISED1 Up 9% on a constant currency3 basis Impacted by softer exploration activity in 2H23 and IMDEX product mix (FY23 $122.6m v FY22 $104.9m) 30% EBITDA MARGIN NORMALISED1 Normalised annualised EBITDA margin maintained at 30% (FY23 29.8% v FY22 30.7%) Up 13% NPAT NORMALISED1 Effective Tax Rate of 31% (FY23 $52.9m v FY22 $47.0m) $65M NET DEBT2 Including Devico, Krux and Datarock investments Strong working capital discipline (FY23 $64.9m debt v FY22 $24.2m cash) 3.6 CPS FULL YEAR DIVIDEND Final 2.1 cps and interim 1.5 cps 30% NPAT payout ratio (FY23 3.6 cps v FY22 3.4 cps) 1 Normalised to exclude exceptional legal fees ($11.1m), Devico acquisition and integration costs ($10.6m) and residual cost associated with the settlement with the prior owners of the Flexidrill Technologies ($0.4m and FY22 adjusted for a $2.9m impairment loss net of related fair value adjustment). 2 Cash less external borrowings (FY23: $123,0m, FY22$12.2m) (excluding lease liabilities) 3 Constant currency is calculated by converting prior year numbers to reflect the current years exchange rate 18 IMDEX Annual Report 2023 Key Metrics $m (unless indicated otherwise) FY23 Group FY22 Group VAR % Group Revenue EBITDA EBITDA Normalised1 EBITDA Margin % Normalised1 NPBT NPAT EPS Normalised1 (cents) Pre-Tax Operating Cash Flow Pre-Tax Operating Cash Flow Per Share (cents) Net Assets (30 June) Net Cash (Debt) (30 June)2 Full Year Fully Franked Dividend (cents) Full Time Employees (30 June) 411.4 341.8 100.5 102.0 122.6 104.9 29.8% 30.7% 54.6 35.0 12.0 105.0 23.9 62.6 44.7 11.8 69.8 17.6 556.2 297.2 20.3 (1.4) 16.9 (2.9) (12.7) (21.7) 1.7 50.4 35.8 87.1 (64.9) 24.2 (368.2) 3.6 8513 3.4 622 5.9 36.8 1 Normalised to exclude exceptional legal fees ($11.1m), Devico acquisition and integration costs ($10.6m) and residual cost associated with the settlement with the prior owners of the Flexidrill Technologies ($0.4m and FY22 adjusted for a $2.9m impairment loss net of related fair value adjustment).. 2 Cash less external borrowings (FY23: $123,0m, FY22$12.2m) (excluding lease liabilities) 3 Includes 187 Devico employees 19 IMDEX Annual Report 2023Strategic Highlights Core Growth Technology Leadership • Commercial launch of aiSwyft™ New Growth Extension into Mining Production (digital) • 11 installed BHS™ sites and 5 new • Commercial launch of OMNIx™ 38 & trial sites 42 GYRO™ (navigational) • 2 paid commercial prototype BLASTDOG™ units in operation, with a further unit deployed in August • 4 installed BOLT™ sites and 2 trials underway • Commercial launch of LOGRx™ (structural) • Addition of DeviGyro and DeviDrill Selling Solutions • Growth in solution selling projects in North America, Africa and Asia Pacific • Top 250 customers with >3 products 46%,up from 44% • IMDEX HUB-IQ™ customer adoption growth +10% Complementary Acquisitions • Devico acquisition 40% investment in Krux Analytics Increased investment in Datarock to 49.1% • • 20 IMDEX Annual Report 2023ESG Highlights People Society • HSE engagement metric up 42% • Procurement Policy to enhance support for local suppliers • Partnered with Canadian Diamond Drillers Association on mental health programs • • LTIFR of 0.42 improved 45% TRIFR of 0.83 improved 65% • Closed gender pay gap on a like-for-like basis • Establish global Diversity, Equity & Inclusion Council • Completed Better Together inclusion training globally Innovation Governance • Embedded sustainability considerations in • Audit, Risk and Compliance Committee product stage gate development process • Published 9 thought leadership articles Environment • Established Environmental Policy • Measured baseline Scope 1 & 2 GHG emissions excluding Devico • Commenced EMS Certification • ESG Committee established under ARCC • Modern slavery awareness training • New Sustainability Committee reporting directly to Board in FY24 • Welcomed Microsoft executive Uwa Airhiavbereas, Non-Executive Director 21 IMDEX Annual Report 2023 Chairman’s Address Dear fellow shareholders, The acquisition was very well received by capital On behalf of the IMDEX Board of markets and IMDEX has established strong relationship with its two global banks, which provide further Directors, I am pleased to present the optionality for the future. Company’s Annual Report for the 2023 financial year (FY23). There were three significant themes throughout fiscal 2023. Firstly, the uncertainty and general flattening within exploration markets, particularly during the second half. Secondly, IMDEX’s ability to remain focused on its core business while successfully completing the Devico acquisition. During FY23 the Board was pleased to pay an interim fully franked dividend of 1.5 cents and declare a fully franked final dividend of 2.1 cents per share. This brings the full year dividend total to 3.6 cents per share. Importantly, dividends paid and declared are in line with the Company’s historical 30% normalised NPAT payout ratio. Finally, the Company’s excellent safety performance. IMDEX delivered a record revenue result of $411.4m, Strategy which included four months of Devico performance, During FY23 a key area of focus for the Board was and represented a 20% increase on FY22. Normalised execution of IMDEX’s strategy and achievement EBITDA was $122.6m, a 17% uplift on the previous of performance metrics. Pleasingly, the Company year. Safety & Wellbeing delivered strong underlying performance, notwithstanding the softer market in 2H23, while executing its growth strategy. IMDEX continued to deliver with the release of next As a Board, we were delighted with the Company’s generation core technologies, additional commercial continual improvement in safety ownership and engagement. It was evident in the performance metrics that IMDEX is maturing its safety culture, which is supported throughout the organisation, not just by a select number of champions. prototype contracts with its IMT portfolio and strategic investments, including Devico and Krux. While Devico was in many respects a bolt on acquisition, it was a significant undertaking expanding IMDEX’s geographic footprint and technology offering. The Company’s Lost Time Injury Frequency rate It required considerable commitment from the Board improved from 0.77 to 0.42 and its Total Recordable and a considerable number of the IMDEX team within a Injury Frequency rate improved from 2.32 to 0.83. compressed timeframe. Disciplined Capital Management The Devico transaction provided an opportunity for the Company to utilise its balance sheet strength by adopting a level of gearing. This gearing is well within its ability to serve at a ratio of less than 1 times EBITDA. Further, IMDEX is amortising this debt in a relatively accelerated manner. In addition to building out IMDEX’s business model, European presence, and R&D capabilities, Devico brings a talented team that shares a strong vision for the industry and a culture aligned to our own. Devico complements IMDEX’s rock knowledge sensor offering, extends its geographic footprint in Europe and consolidates the Company’s market leadership position. Its directional core drilling business, combined with IMDEX’s global network, also offers excellent growth opportunities. 22 IMDEX Annual Report 2023Finally, from an R&D perspective, there is tremendous synergies apparent through the firms coming together. In addition to the growth opportunities, it was really pleasing to witness the level of professional respect IMDEX and Devico have for one another. There is a A Talented and Collaborative Team As Chair of IMDEX, I am delighted with the continued achievement and maturity of the Company. real willingness to learn and grow together and we fully On behalf of the Board of Directors, I thank Paul expect the cultural fit will provide further integration House, our Executive Leadership Committee, and our benefits. ESG The Board’s commitment to elevating ESG is highlighted by the decision to formalise a standalone Sustainability Committee with its own charter and responsibilities. To date the ESG team has done a great job internally. The new Committee will now take global teams. Each of you has demonstrated your high-level of expertise and professionalism through a challenging and transformative year. Similarly, I would like to extend my thanks to each member of the Board and welcome Uwa, who joined in January 2023. Uwa is making a significant contribution and complements the Board’s strong skillset. His knowledge and insights of the digital landscape and organisational readiness is ongoing ownership of our reporting and sustainability outstanding. initiatives. IMDEX has a responsibility to continuously improve internally. As a mining-tech company, with a significant global footprint and customer network, it has an excellent opportunity to contribute to a more sustainable mining industry. The Board fully supports these objectives. Finally, I acknowledge and thank our shareholders for your ongoing support. IMDEX is a growth company with a clear strategy to strengthen its core and pursue new business growth via its IMT portfolio and software offering. The Board is confident the Company is in a strong position to continue to deliver long-term returns for shareholders. Anthony Wooles Anthony Wooles IMDEX Chairman I am delighted with the continued achievement and maturity of the Company. 23 IMDEX Annual Report 2023 Board of Directors Our Board has extensive professional expertise, business experience and knowledge of the mineral exploration, mining, and technology industries. It also has considerable experience within capital and financial markets and digital transformation. Members of the Board are well respected in these arenas and play an active role in our Company’s strategic planning. During FY23 Kevin Dundo retired from the Board Key priorities for the Board during FY23 included: following our Annual General Meeting in October 2022. Kevin was appointed to IMDEX’s Board as a Non-Executive Director on 14 January 2004. Over his 18 years of service, he has provided valuable guidance and advice to the Company. In December 2022 Uwa Airhiavbere was appointed Non-Executive Director. Based in Seattle, Uwa is a senior Microsoft executive with extensive business, • Enhancing safety performance • Underlying business performance and growth • Disciplined cost management • Ongoing strategy development • Execution of our strategy and achieving performance milestones digital and resource sector experience. • Governance and enhancing ESG disclosure Uwa has demonstrated global leadership in digital transformation, Industry 4.0, energy transition and finance, together with broad international experience gained from living and working in Africa, Italy and the United States. Uwa has deep insights and perspective on the energy, resources and technology sectors globally and can provide contemporary advice to help guide our continued growth as we support the energy transition. During FY24 the Board will focus on: • IMDEX's safety culture and building on the quality engagement in FY23 • Disciplined integration of Devico to realise sustainable growth from FY25 • Maintaining an efficient business model for IMDEX's next level of growth • Capital management • Monitoring global market conditions 24 IMDEX Annual Report 2023I would like to extend my thanks to each member of the Board and welcome Uwa, who joined in December 2022. Anthony Wooles, Chairman Mr Anthony Wooles Ms Trace Arlaud Mr Ivan Gustavino Mr Uwa Airhiavbere Ms Sally-Anne Layman Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive Chairman Appointed July 2016 Director Appointed Februrary 2021 Expertise: Expertise: Director Appointed July 2015 Expertise: Director Director Appointed Appointed December 2022 February 2017 Expertise: Expertise: Financial and capital Mining engineering, Strategic growth and Digital Exploration, mining markets and strategic geology and transactions within transformation, and finance marketing geophysics the technology Digital 4.0 and the sector resources sector 25 IMDEX Annual Report 202326 IMDEX Annual Report 2023CEO Review of Operations Dear Shareholders, The 2023 year marks my sixth at IMDEX, and my third with the privilege of being its CEO. Each year has proven to be of our core business, and continue to invest in our growth business units, demonstrates the underlying quality of the IMDEX business. During the year we generated revenue of $411.4m, which included four months of Devico sales. Our larger than the one that went before it, in normalised EBITDA of $122.6m, was up 17%. On a so many ways, and this year has been no exception. Once again, we have made great strides in both the quality of our core business, and the advancement of our growth strategy, with the acquisition of Devico and the investment in Krux Analytics in April of 2023. I continue to be humbled by the talent and energy of our global team. More than ever, I am excited by the outlook for both our company and the industry we serve. FY23 Financial Highlights We achieved record full year results in terms of revenue and operating EBITDA. The strength of our core business during the first half was outstanding. Most pleasing was the performance of the business in the second half as it responded to significant market challenges. Exploration activity in the latter half of the year was impacted by a rising cost environment, as resource companies sought to curtail inflationary cost pressures, demand greater productivity, and shift their exploration spend to alternative jurisdictions. This was most evident in Canada and Australia. It is a feature of our business model and our global presence that we were able to respond to these pressures and shifting spending patterns, while maintaining a relentless focus on our core business. Our ability to largely maintain the operating margin constant currency basis, revenue and earnings grew 16% and 9% respectively. One of our performance objectives is to outperform industry growth rates in all market conditions. Pleasingly, our 5-year revenue CAGR of 13% continues to demonstrate this ability. Our benchmark is the S&P exploration expenditure for nonferrous metals, which had a comparable CAGR of 9% over the period and is forecast to contract by 20% for calendar 2023. We maintained our disciplined capital management policy. The Devico transaction provided an opportunity to further strengthen our core business, while putting our balance sheet to work through a debt facility. Our leverage ratio remains well within the limit that we have the capacity to serve and positions us to deliver long-term value to shareholders. Fiscal 2023 proved once again to be a year of progress and we continued to make significant strides as a mining-tech company with a clear growth strategy. 27 IMDEX Annual Report 2023Strategic Highlights Our growth strategy, as defined three years ago, set clear objectives regarding the role of technology leadership (through both R&D and In addition, the Devico business has a worldclass R&D and manufacturing facility in Norway, together with a team of engineers that complements our existing capabilities in California and Australia. Together, our pipeline of technologies has never been acquisition), solution selling to deliver more value to existing customers, and our extension into mining stronger. production. Clear objectives were established to invest in horizon 1 products, being the next Solution Selling generation of current core IMDEX technologies, Optimising the technology solutions to unlock value which serves to protect and strengthen our core at any customersite remains at the early stages of business in the short term. Concurrently, we invest its full potential. During FY23, 46% of our top 250 in horizon 2 and 3 projects, which aim to deliver customers used more than three IMDEX products, up returns to shareholders over the longer term. FY23 from 44% in the prior year. We have a clear pathway saw great progress across all of these fronts. to grow this to five or more products overtime, Technology Leadership Notable achievements within our technology pillar included the commercial launch of: • aiSwyft™ (digital solutions) • OMNIx™ 38 & 42 GYRO™ (navigational solutions); and • LOGRx ™ (structural solutions). The acquisition of the Devico group bought with it a clear portfolio of leading products, and a great team with capabilities to complement IMDEX. First and foremost, Devico’s DeviDrill provides clear technology and market leadership in the directional core drilling business globally. This technology complements our drilling optimisation portfolio and supports a fast-growing market. Today we estimate that less than 4% of all drilling using premium directional drilling solutions, and we anticipate this metric to grow significantly over time. The Devico acquisition also enhanced our Rock Knowledge sensor portfolio, with the DeviGyro complementing our survey tool technology stack. Our combined technology offering provides customers greater choice and the ability to match the right sensors to the right geological program. 28 optimised for each site. Acquisitions – Devico The investment in the Devico group, its people, its products, and network around the world, substantially enhance our core product offering and market footprint. While I have already made reference to the many benefits of the acquisition, I would like to make special mention of our respective leadership teams who have worked tirelessly to bring this combination together. Finally, our thanks go to our Board, who’s members were equally tireless and committed to supporting the IMDEX XCo in undertaking this opportunity. Significant recognition must go to Devico founder Viktor Tokle, Managing Director Erlend Olsø, and their Devico Group leadership around the world. This transaction could only have been possible with a shared strategic view about the possibilities in our industry, and the team culture required for former competitors to come together as one. Thank you! The investment in the Devico group, its people, its products, and network around the world, substantially enhance our core product offering and market footprint. IMDEX Annual Report 2023Acquisitions – Krux Analytics Expansion into Mining Production In addition to Devico, our 40% interest in Krux Our investment in IMDEX Mining Technologies represents a significant investment in our core leverages our core capabilities across all three IMDEX digital business. Krux is a fast-growing best-in-class drilling analytics business. Its next generation software solution perfectly bridges the expectations of resource companies and drilling companies both. In time, the Krux software will displace our IMDEX Mobile product and provide a clear pathway for our current customers to a best-in-class solution in the future. Krux’s strong market position in North America, combined with our strength in Asia Pacific and Africa, presents a great platform for this to be a truly global solution. product categories, being drilling optimisation, rock knowledge sensors, and data & analytics. In FY23 we made progress in each. We continue to conduct demonstrations and trials with a growing list of interested customers with whom we are working towards full commercialisation. While still at the early stages of this initiative, we remain both committed and excited by the prospects. To conclude this Strategic Highlights section, I would like to reiterate these achievements would not be possible if we didn’t have a multi-disciplined and highly collaborative team with broad geographic reach, together with broad domain and geoscience expertise. I am most proud of our team and the discipline that it takes to approach these growth opportunities on one hand and maintain a best-in- class core business on the other. 29 IMDEX Annual Report 2023ESG Highlights Industry Outlook The importance we place on ESG is recognised by the establishment of our Sustainability Committee. This Committee will report directly to the Board as part of our growing commitment to this area. It is pleasing to note that we achieved the majority of FY23 represented a significant year for the recognition of the mining industry’s role in the broader societal goals of decarbonisation and the drive towards net zero. The realisation of mining’s importance will be followed with an expectation that the mining industry will step up to our ESG targets set for FY23 within our five focus areas meet this need. – People, Innovation, the Environment, Society, and Governance. Further details can be found in the Sustainability section of this Report on pages 45 – 61. I would, however, like to highlight our excellent safety performance. For the second time in two years our safety engagement was up (42% on FY22) and our TRIFR of 0.83 was down (64% improvement on FY22). Again, my thanks to every member of our global team for looking out for and valuing each other. 30 The demand for critical metals, in particular, to bridge a very clear gap between demand and supply will become acute. The pathway to achieving this requires both an increase in drilling and the adoption of new technologies to improve productivity. Increasingly, orebody knowledge is being recognised as vital for faster and more efficient mining outcomes. Orebody knowledge is at the heart of what we deliver. Our drilling optimisation products ensure greater productivity while improving safety and the impact on the environment. Our rock knowledge sensors originate critical data on the four elements of rock knowledge – location, grade, mineralogy, and texture. And finally, our data and analytics software enrich this data and enable fast, real-time decisions to be made further upstream in the mining value chain. In the short term, the rising cost environment within the industry is creating downward pressure on immediate demand for drilling activity. It is expected in turn, to accelerate the demand for new technologies. Looking further ahead, the medium to long term outlook fundamentals remains exceedingly positive. I am constantly humbled by the willingness of each one of you to assist the other when needed. It makes for me a wonderful place to work. IMDEX Annual Report 2023Key Focus Areas for FY24 In December 2022, we were pleased to welcome Uwa Airhiavbere to the Board. Uwa brings significant Our strategy remains unchanged. To that end our experience through his roles at Microsoft and prior, first priority remains our people and ensuring we together with fantastic insights into transforming have the right people in the right roles with the right traditional businesses for digital readiness. culture and capabilities to execute our strategy. For our XCo it has been a significant year of growth Secondly, maintaining a relentless focus on the and challenge. The journey of successes and efficiency of our core business, including the experiences I could not be prouder to share with the integration of the Devico into our global network. group. I am constantly humbled by the willingness of Finally, continuing our methodical execution of trials within our IMT portfolio of services as we use each one of you to assist the other when needed. It makes for me a wonderful place to work. our core capabilities to build a new business unit To all of our team globally, I thank you for your downstream into the mining production value chain. individual and collective contributions to our company. You are forever curious. You go above and beyond for customers. You thrive together and are indeed global game changers. My thanks I have recognised the Board for going above and beyond in supporting the Devico transaction. Throughout FY23, a year coloured by significant investment and marketplace uncertainty, each members’ energy in seeking to understand and support our strategy has been exemplary. Paul House IMDEX Chief Executive Officer Paul House 31 IMDEX Annual Report 2023 32 IMDEX Annual Report 2023Executive Leadership Committee Mr Paul House CHIEF EXECUTIVE OFFICER Mr Paul Evans CHIEF FINANCIAL OFFICER Time with IMDEX Time with IMDEX Joined as Chief Executive of Commenced as Chief Financial REFLEX in 2017. Transitioned Officer and Company Secretary in to Chief Operating Officer in 2006. Mr Shaun Southwell CHIEF OPERATING OFFICER Time with IMDEX Joined IMDEX in 2018 as Vice President Asia Pacific and Global Supply Chain Manager, transitioned to Chief Operating 2019 and commenced as Chief Executive Officer in 2020. Experience >35 years within the mining Officer in 2020. Experience services, media, manufacturing, Experience >30 years within the resources and telecommunications sectors. and technologies sectors. Lived and worked in a wide range of international markets including the USA, Australia, Africa, India, the Middle East, and Southeast Asia. 14 years with SGS, the world’s leading inspection and testing firm, with a dominant presence in the resources geochemistry assay and metallurgy sectors. Expertise Management, strategy, operations, corporate finance and governance. Professional Qualifications Bachelor of Commerce from the University of Western Australia. Memberships and Associations Fellow of the Australian Institute of Management and Graduate Member of Australian Institute of Company Directors. Expertise Finance, governance and management. >25 years with Gearhart United – a subsidiary of SGS and a leading designer and manufacturer of oilfield equipment in Australia. Professional Qualifications Expertise Chartered Accountant Australia General management and all and New Zealand. aspects of supply chain including Memberships and Associations Fellow of Chartered Accountants Australia and New Zealand and manufacturing, service, fleet management and logistics. The drilling industry and equipment. Graduate Member of Australian Professional Qualifications Institute of Company Directors. Leading Organisational Impact - Melbourne Business School Executive Program. 33 IMDEX Annual Report 2023Dr Michelle Carey Dr Dave Lawie CHIEF OF STRATEGY CHIEF GEOSCIENTIST Mr John Hickey CHIEF TECHNOLOGY OFFICER Time with IMDEX Time with IMDEX Time with IMDEX Joined following IMDEX’s Joined as Chief Geoscientist Joined in 2022 as Chief Technology acquisition of ioGlobal in 2012. following IMDEX’s acquisition Appointed to General Manager of of ioGlobal in 2012. Appointed IMDEX Product Development in Chief Geoscientist and Chief 2019. Transitioned to Chief Product Technologist - Mining Solutions in and Marketing Officer in 2020. 2015. Experience Experience Officer. Experience >30 years in oil and gas formation evaluation, drilling tool development and operations with companies including Teleco Oilfield >25 years in the mining industry. Global positions in exploration Services, Baker Hughes and APS >10 years as a geoscientist in geochemistry and R&D with technical and management roles Pasminco and Anglo American for tier one mining companies. before cofounding ioGlobal in >15 years focusing on mining 2004. Technology. Expertise Engineering, R&D, business development and field operations technology development. Expertise Innovation and product development within the mining industry. Professional Qualifications PhD in Geochemistry from Monash University. Expertise globally. Geochemistry, geometallurgy, innovation, analytics and cloud-based data management and analysis. Professional Qualifications Bachelor of Science in Petroleum Engineering from Penn State and Master of Science in Professional Qualifications Environmental Management from PhD in Geosciences and Analytics University of Houston – Clear Lake. from the University of New Memberships and Associations England. Member of Austmine Board. Member of the Insead Alumni Association. Member of Datarock Pty Ltd Board. Memberships and Associations Member of AusIMM, member of Advisory Board UWA Data Institute and member of Centre for Exploration Targeting (CET- UWA) Technical Working Group. 34 IMDEX Annual Report 2023 Kiah Grafton CHIEF OF PEOPLE Time with IMDEX Joined as Human Resources Manager Asia Pacific in 2017. Michael Tomasz Wayne Panther CHIEF LEGAL OFFICER CHIEF INFORMATION OFFICER Time with IMDEX Time with IMDEX Joined in 2021 as General Counsel Joined in 2023 as Chief and Company Secretary. Information Officer. Transitioned to Global Head of Experience Experience Human Resources then Executive International experience gained International experience with General Manager of Human across a wide range of markets, Chevron and Microsoft. Expertise IT strategy, development and delivery, operations and innovation. Professional Qualifications Bachelor of Commerce and Bachelor of Arts from the University of Auckland. Memberships and Associations Graduate Member of Australian Institute of Company Directors Resources. Experience >18 years as a human resources generalist. Broad industry experience including resources, including North America, Asia Pacific, Middle East, Japan, and Europe. Worked for tier one mining company and one of world’s largest oilfield services companies. banking, hospitality and not-for- Expertise profit sectors for national and Corporate and commercial law. global organisations. Expertise Strategy, talent acquisition, industrial relations and organisational development. Professional Qualifications Bachelor of Business, Human Resources Management & Management, Edith Cowan University. Memberships and Associations Graduate Member of Australian Institute of Company Directors Corporate governance and dispute resolution. Building collaborative partnerships within the resources sector. Professional Qualifications Admitted as a barrister and solicitor in the Supreme Court of New South Wales; admitted as a Solicitor in England & Wales. Master of Business Administration from Curtin University, Bachelor of Laws from Murdoch University, Bachelor of Science (Geology) from University of Western Australia. and Graduate Member of Chief Memberships and Associations Executive Women (CEW) Leaders AMPLA (Australian Mining and Program. Petroleum Lawyers Association) and ACC Australia (Association of Corporate Counsel). 35 IMDEX Annual Report 2023E C N A M R O F R E P L A C N A N F I I FINANCIAL PERFORMANCE Financial Summary 5 YEAR REVENUE CAGR 13%* $411.4m 20.6 2H23 REVENUE UPLIFT ON 2H22 EXCL. DEVICO 11% $212.6m 20.6 243.7 237.7 264.4 341.8 390.8 167.8 174 198.8 192.0 $m FY19 FY20 FY21 FY22 FY23 $m 1H22 2H22 1H23 2H23 IMDEX Revenue 4 months Devico Revenue IMDEX Revenue 4 months Devico Revenue • Devico contributed $20.6m revenue, despite planned transition of sensor sales to IMDEX rental model • IMDEX and Devico impacted by softer exploration activity in 2H23 - notably in Canada and Australia INCREASING REVENUE FROM SENSORS & SOFTWARE 56% 40% • Increasing revenue from sensors and software 30% • Higher margins and quality recurring revenue 44% 60% 8% • Restated sales grew from 39% in FY22** (Excl. Devico FY23 42%) FY17 FY23 Sales Rentals & SaaS IMDEX HUB-IQTM Connected Sensors & Software at 30 June 2023 * S&P CY22 5-calendar year CAGR 9% ** Revenue represents 40% Sales (incl. of sale of fluids, sensors and equipment) and 60% Rental & SaaS (incl. of rental of sensors and equipment and subscription fees for software) rather than Drilling Optimisation and Rock Knowledge. Comparative disclosures for 1H23 is 40% / 60% and for FY22 is 39% / 61%. respectively. ^ FY23 Sales v Rental & SAAS mix is as a % of consolidated revenue. If restated with IMDEX only revenues this mix would be 42% Sales and 58% Rental & SaaS. 36 * Footnote? ^ Footnote? ** IMDEX uses S&P Market Intelligence global exploration expenditure for nonferrous metals as an industry benchmark for growth IMDEX Annual Report 2023 5 YEAR EBITDA CAGR 24%1 $122.6m1 8.5 2H23 EBITDA DOWN ON 2H22 EXCL. DEVICO 3% $59.8m1 8.5 52.3 54.4 75.5 104.9 114.11 51.5 53.4 62.8 51.31 $m FY19 FY20 FY21 FY22 FY23 $m 1H22 2H22 1H23 2H23 IMDEX EBITDA 4 months Devico EBITDA IMDEX EBITDA 4 months Devico EBITDA • Strong trend of EBITDA growth • Devico contributed $8.5m EBITDA, which was impacted in the short-term by increased investment in directional core drilling to support future growth • IMDEX and Devico earnings impacted by slower exploration activity in 2H23 which impacted sensors in Canada and Australia EBITDA MARGIN % FY23 EBITDA margin % impacted by: • Change in product mix – higher % of Sales v Sensors & SaaS • Increased investment to support core and new business growth including IMT and Digital 2.0 21.5 22.9 28.8 30.7 29.81 $m FY19 FY20 FY21 FY22 FY23 1 Normalised to exclude exceptional legal fees ($11.1m), Devico acquisition and integration costs ($10.6m) and residual cost associated with the settlement with the prior owners of the Flexidrill Technologies ($0.4m and FY22 adjusted for a $2.9m impairment loss net of related fair value adjustment). 37 IMDEX Annual Report 202338 IMDEX Annual Report 2023Strong Cash Generation EBITDA to cash flow from operations 120 100 80 60 40 20 $m 100.5 (7.2) (22.5) 11.7 82.5 • 82% EBITDA to operating cashflow conversion • ~$8m additional FY22 inventory build largely released Reported EBITDA Working Capital Tax Other 1 Cashflow From Operations 1 Other includes non-cash items including provisions, share of associates and FX movements. Summary of Financial Highlights Revenue from continuing operation (excluding interest income) EBITDA (Reported) Individually Significant Items1 EBITDA (Normalised) EBITDA Margin (Normalised) Net Profit before tax (Reported) Income tax expense (Reported) Net profit after tax (Reported) EPS (Reported) EPS Normalised Net Cash provided by operating activities Cash on hand Net assets Total borrowings Net Tangible Assets per Share FY23 $'000 FY22 $'000 411,398 341,843 100,514 101,987 22,064 2,871 122,578 104,858 29.8% 30.7% 54,597 62,566 (19,602) (17,855) 34,995 44,711 7.95 12.01 11.28 11.85 82,506 56,306 58,128 36,368 556,208 297,226 123,048 12,166 26.78 50.30 1 Individually Significant Items include $11.1m exceptional legal fees, $10.6m Devico acquisition and integration costs and $0.4m residual cost associated with the settlement with the prior owners of the Flexidrill Technologies (FY22 adjusted for a $2.9m impairment loss net of related fair value adjustment). 39 IMDEX Annual Report 2023 K O O L T U O D N A T N E M N O R V N E G N T A R E P O I I Core Business Outlook FY24 Near Term • Rock Knowledge Sensors on hire up 5% from 30 June 23 • Solution selling opportunities in North America and Africa • Demand expected to remain steady in FY24 • • S&P forecast a contraction of 20% during CY23 Exploration activity tempered as resource companies respond to the high-cost environment • Mid and major resource companies remain well funded, capital raisings have improved for juniors • X E D M I Y R T S U D N I 40 IMDEX Annual Report 2023 OPERATING ENVIRONMENT AND OUTLOOK FY23 Operating Environment S&P forecasted a 15% to 20% contraction in exploration spend for CY23. Exploration budgets remained strong and supported strong activity during 1H23 in most IMDEX regions. A strong post-Christmas start-up in January. Historically we see exploration drilling activity rise from March to June, however, activity remained steady from March through to May 2023. During 2H23 exploration activity was principally tempered by: Resource companies responding to a rising cost environment, with cost-out initiatives and retendering drilling contracts Juniors preserving funds in an environment defined by rising costs and lower capital raisings The regions most impacted were Canada and Australia, in particular juniors and gold explorers Activity in South America, Africa, Europe and SE Asia remained strong In 2H23 capital raisings started to gradually improve for juniors. X E D M I Y R T S U D N I FY25+ Medium to Longer Term • • • • • • Revenue synergies from integration of Devico products Increased revenue from sensors and software Increased adoption of new business model offering Increased exploration spend in CY24 as forecast by S&P The need to replace diminishing reserves Substantial demand for critical metals • Deeper more complex ore bodies requiring larger drilling programs • Demand for innovative solutions and directional drilling to improve drilling productivity 41 IMDEX Annual Report 2023 GROWTH STRATEGY AND FY24 FOCUS AREAS FY24 Focus Areas Protecting and Developing Our People Investing in Digital 2.0 • Customer experience • Capability development • Systems that optimise cost base and build Safety culture Employee engagement scale • • • Investing in our Core Business Growth Investing in our New Business Growth • Devico integration • Additional installed sites and units on rent • Disciplined product development within IMT portfolio • Scaling software • Collaboration with Krux and Datarock S A E R A S U C O F 4 2 Y F D N A Y G E T A R T S H T W O R G 42 IMDEX Annual Report 2023 GROWTH STRATEGY AND FY24 FOCUS AREAS A Growth Company Core Business New Business Extension into Mining Production • Leveraging capabilities in this adjacent market where it is the same orebody and the same customer • Mining production is a substantially larger market that is less subject to cyclical impacts Technology Leadership • Targeted R&D to win global market share • Targeted R&D to increase size of addressable market globally Integrated Selling Solutions • Focusing on optimised solutions in real time rather than products for orebodies • Maximising customer value and revenue for IMDEX Complementary Acquisitions • Building on components of orebody knowledge • Focusing on emerging or established technologies and software that complement existing revenue 43 IMDEX Annual Report 2023I I Y T L B A N A T S U S I 44 IMDEX Annual Report 2023SUSTAINABILITY Leadership Support Dear Shareholders, On behalf of our Board and as Chair of IMDEX’s Sustainability Committee, I am pleased to support the Company’s commitment to enhancing its ESG disclosure and its sustainability role within the global minerals industry. Approach to ESG at IMDEX IMDEX’s approach to ESG remains through two lenses, inside and outside of the Company. While we have made excellent progress, there is a real opportunity internally to further strengthen our governance. The Devico transaction heightened our focus on processes to achieve best practice across our combined businesses. Of course, best practice changes all the time, so we remain committed to continual improvement in this area. With a larger and increasingly diverse team, we also remain committed to ensuring our policies support and encourage our people to grow. This is critical for our Company, particularly with the geographic footprint we have. Finally, while we do not have large carbon emissions or a material direct impact on the environment, we are seeking to improve internally. In FY23 we commenced measuring our scope 1 and 2 greenhouse gas emissions, which sets an important baseline for the future. Externally, we have a significant opportunity to help our customers become more sustainable and reduce their environmental footprint. More broadly, we have a responsibility to leverage our core capabilities to support the net zero and biodiversity goals that have been set globally. 45 IMDEX Annual Report 2023IMDEX’s Opportunity and Responsibility as a mining-tech Company As a leading mining-tech company, we have a tremendous opportunity to support the mining industry’s sustainability aspirations. We also have a responsibility to leverage our geoscience capabilities, technologies, and analytical software to do this. There is an increasing amount of data originated by IMDEX’s sensors, or third-party tools, that can help mining companies gain a better understanding of their orebodies – from exploration through to mining. These critical insights enable companies to drill more accurately, drill less and extract resources more efficiently. The sustainability benefits are wide- reaching. Decreased carbon and physical site footprints, greater safety, enhanced stewardship of our precious natural resources and timeliness bringing them to production. Pleasingly, the mining-industry is now being accepted as an integral part of our modern world and the decarbonisation pathway. The amount of new energy metals needed to achieve net zero by 2050 is astronomical. For greater context, we need to mine more copper than has been mined to-date. There are many more examples such as this one. Because of this supply and demand imbalance, it is incumbent our industry to mine in the most efficient way and to make the most of the natural resources that we have stewardship of. It is incumbent on IMDEX to support these objectives. 46 IMDEX Annual Report 2023Notable ESG Achievements Our Sustainability Committee Our progress throughout the year can be attributed We have always considered ESG as very important. to the strength of our ESG Committee, which has Due to the progress made and the increasing enjoyed excellent engagement from all parts of our importance we place on sustainability, it was the business. It operates as part of our business, rather appropriate time to establish a Sustainability than a siloed function. In additional to meeting all of Committee. This Committee has the authority to our ESG targets set for FY23, notable achievements review, on behalf of our Board, all matters arising in include: relation to the environmental, social and governance • 100% of employees successfully completed aspects of IMDEX. our compliance training. This training is now The objectives of the Committee will be to assist the included as part of the employee short-term Board in: incentive payment gateway, highlighting the importance our Board and Executive Committee place on it. • The introduction and engagement with our Better Together training. This initiative encourages employees to speak out if they feel marginalised or not included in anyway. While • Fulfilling its responsibilities across environmental management, social performance, community engagement and ethical business practices; • Monitoring climate related risks and opportunities; • Overseeing progress towards sustainability the number of reports increased, it reflects that commitments; employees feel safe enough to raise concerns and in-turn, these concerns can be addressed. • Determining the ESG related objectives for the Company to be measured against; and • Establishing a solid foundation to monitor and • Having reference to IMDEX’s Diversity Policy. enhance our ESG reporting in the future. During the year we undertook several workshops to develop our ESG strategy. We also transitioned to a sub-committee of our Audit Risk and My Thanks Compliance Committee. Commencing in FY24 I would like to call out the really good work the we established a standalone Sustainability Committee has done. It is fantastic to see the buy Committee reporting directly to the Board. in within all our functions. It is really important in elevating ESG to the right level in the organisation and achieving our goals. My sincere thanks to the whole Committee and I look forward to further progress in FY24. Sally-Anne Layman Sally-Anne Layman IMDEX Non-Executive Director 47 IMDEX Annual Report 202348 IMDEX Annual Report 2023ESG Approach Our opportunity and our responsibility are to drive positive change within the global minerals industry and contribute to a net zero future. Concurrently, we are committed to enhancing During FY23 we updated our Sustainability Policy disclosure and accessibility of information relating to reflect our ESG focus areas. The purpose of this to our impacts on the economy, environment and Policy is to outline the commitment our Company society that indicate our contribution to sustainable has to practices, standards and technologies that development. To achieve these objectives, we consider ESG through two distinct lenses: • Inside our business and the practices that we can control to ensure we are setting the right targets support sustainable development. Upholding our Sustainability Policy is the responsibility of everyone engaged at IMDEX and applies to all directors, officers, contractors, and employees. Our Chief Executive Officer is accountable to the Board for the oversight of all sustainability matters in accordance and continuously improving for our people and with this Policy. our planet; and • Outside IMDEX and how we can leverage our research and development capabilities to enhance the sustainability of our customers' operations and the communities in which they operate. Sustainability Policy information can be found on our website at: www.imdexlimited.com/about-us/corporate-governance 49 IMDEX Annual Report 2023Focus Areas and UN Sustainability Development Goals People Ensuring a safe and inclusive global workplace Promoting diversity in the workplace and an inclusive culture across IMDEX. Innovation Driving the sustainability of the global minerals industry Developing products and technologies that provide additional value to customers' operations and ensure secure quality data. Collaborating with associations and research partners to enhance the safety and efficiency of mining processes. Our current goals are to: Our current goals are to: • Develop products and technologies that limit energy consumption and carbon emissions by optimising drilling processes across the mining value chain • Develop products and technologies to optimise Drill & Blast processes, which lower energy consumption and dust emissions while enhancing safety • Deliver equipment to reduce water consumption, contamination, safety hazards and the environmental impact on site. • • Ensure a safe and inclusive global workplace Provide a working environment that is safe and supports total wellbeing • Achieve zero harm through the systematic management of risk • Continually improve our ratings for Lost Time Injuries, Total Recordable Injuries and Safety Engagement Activities year-on-year • Support our Diversity Council to implement our Diversity and Inclusion strategy • Maintain equal pay through our remuneration review process • Educate our workforce to increase psychological safety and encourage diversity of thought. 50 IMDEX Annual Report 2023Environment Contributing to a low emissions future Society Supporting economic development and our local communities Governance Upholding ethical and sustainable business practices Implementing internal practices to ensure we are setting the right targets and are continuously improving for our people and our planet. Maximising value and providing sustainable earnings growth while supporting the communities in which we operate. Increasing the accessibility of information regarding the Company’s ESG related risks and opportunities for all stakeholders. Conducting business in a manner that is ethical, values-driven and in compliance with the laws in all countries of operation. Ensuring activities and the organisations IMDEX works with are ethical and do not harm people or the environment. Our current goals are to: Our current goals are to: Our current goals are to: • Operate responsibly by limiting our impact on the environment • • • • • • Reduce energy consumption and our scope 1 and 2 greenhouse gas emissions Reduce water usage and effluents Reduce waste generation and ensure appropriate disposal Promote sustainable practices and education at our IMDEX facilities Promote sustainable end-of- life product recycling Provide recyclable and degradable packaging options to reduce the use of plastics. • Grow our core business by enhancing our technical leadership and embedding value for customers • Achieve further extension within the larger adjacent mining production market, which is less cyclical • Consistently outperform market growth for the global minerals industry • • Enhance the accessibility of information relating to ESG related risk and opportunities Enhance support for our global communities. • Uphold our Code of Conduct and Supplier Code of Conduct • Maintain our strong governance systems to avoid bribery and corruption in the first instance • Manage performance for complete and consistent compliance with applicable laws and regulations • Effectively identify opportunities and manage risks to our global business including privacy and data security. 51 IMDEX Annual Report 202352 IMDEX Annual Report 2023Material Topics Material topics are the significant environmental, social and governance topics that currently impact our business, may impact our business in the foreseeable future, and most influence our stakeholders’ perceptions of our performance. These topics form the basis of this report. The key impact areas are indicated in the table below. In FY21 we conducted a materiality assessment with the support of Morrow Sodali, a leading provider of strategic advice and shareholder services. Our ESG Committee reviews all material topics annually. Material Topics Customers Employees Investors and Financial Institutions Suppliers and Distributors Government Industry Partners & Associations Community PEOPLE Health, Safety & Wellbeing Diversity & Inclusion People & Culture INNOVATION Technology Solutions Thought Leadership & Associations ENVIRONMENT Climate Resilience Operational Emissions Water & Effluents Land Disturbance & Rehabilitation SOCIETY Sustainable Earnings Growth Local Support & Engagement GOVERNANCE Corporate Governance & Risk Human Rights & Modern Slavery Privacy & Data Security Material ESG Topics 53 IMDEX Annual Report 2023 FY23 Highlights and FY24 Targets Our ESG targets are set annually by the ESG Committee and are approved by Executive Leadership Committee and Board. PEOPLE Material Topics Health, Safety & Wellbeing Diversity & Inclusion People &Culture INNOVATION Material Topics Technology Solutions Thought Leadership & Associations ENVIRONMENT Material Topics Climate Resilience Operational Emissions Water & Effluents Land Disturbance & Rehabilitation 54 FY23 Key Targets FY23 Performance FY24 Key Targets • • • Refresh Sustainability Policy • Maintain the volume and quality ESG Committee to become sub-committee of Audit, Risk and Compliance Committee Implement modern slavery awareness training for supply chain team of HSE engagement. - >90% HSE Training compliance TRIFR - 1.94 LTIFR - 1.29 Deliver on Diversity, Equity and Inclusion Strategy Scope and define an ESG awareness module for all employees • • • • FY23 Key Targets FY23 Performance FY24 Key Targets • • Formalise sustainability considerations in stage gate development process Present or publish at least 3 thought leadership articles on ESG benefits of IMDEX solutions • Reduce the weight and length of rock knowledge sensor running gear • Present or publish at least 5 thought leadership articles on sustainability benefits of IMDEX solutions. FY23 Key Targets FY23 Performance FY24 Key Targets • • • Develop an Environmental Policy Measure baseline GHG emissions and establish a reduction program Establish initiatives to aid the use of renewable energy at IMDEX facilities • Commence EMS Certification • Review packaging to increase percentage of recyclable to reusable packaging • 95% recyclable packaging for drilling optimisation fluids • 95% reusable packaging for rock knowledge sensors IMDEX Annual Report 2023 SOCIETY Material Topics Sustainable Earnings Growth Local Support & Engagement GOVERNANCE Material Topics Corporate Governance & Risk Human Rights & Modern Slavery Privacy & Data Security FY23 Key Targets FY23 Performance FY24 Key Targets • • • • Meet internal earnings growth targets Implement Procurement Policy to enhance support for local suppliers Implement a Community Engagement Policy to formalise local support Progress a Global Volunteering Program In Progress • • • Meet internal earnings growth targets Outperform industry growth Implement Community Engagement Policy to enhance local support • Finalise an approach for implementation of a global volunteering program FY23 Key Targets FY23 Performance FY24 Key Targets • • • Refresh Sustainability Policy • Expansion of modern slavery training ESG Committee to become sub-committee of Audit, Risk and Compliance Committee Implement modern slavery awareness training for supply chain team to broader stakeholder group • Introduction of gratuities reporting modules across whole business • Completion of roll-out of updated third party due diligence system across whole business • Questionnaires on Modern Slavery to top 40 suppliers 55 IMDEX Annual Report 2023 56 IMDEX Annual Report 2023How We Govern ESG Risks and Opportunities Our Board of Directors has ultimate responsibility for IMDEX’s Sustainability Policy, performance and management of sustainability risks and opportunities. During FY23 our ESG Committee become a Towards the end of FY23 a Sustainability Committee sub-committee of the Audit, Risk & Compliance reporting directly to the Board was established for Committee (ARCC) who oversee policies, commencement in FY24. management systems, performance, reporting and compliance related to health, safety, environment and community. The ESG Committee spans multiple functions and serves as a forum for information sharing and idea generation with a specific focus on activities related to enhancing disclosure, stakeholder engagement and embedding sustainability throughout our global business. Commencing in FY24 a separate Sustainability Committee will assist the Board in: • Fulfilling its responsibilities across environmental management, social performance, community engagement and ethical business practices • Monitoring climate related risks and opportunities • Overseeing progress towards sustainability commitments • Determining the ESG related objectives for the Company to be measured against having reference to the “Diversity Policy” 57 IMDEX Annual Report 2023Stakeholders We are committed to providing our stakeholders with transparent and timely engagement to enhance and support their experience with our products and business globally. The table on page 59 outlines how we engage and collaborate with our key stakeholder groups. KEY STAKEHOLDERS GOVERNMENT & REGULATORS SUPPLIERS INDUSTRY PARTNERS DISTRUBUTORS CUSTOMERS EMPLOYEES COMMUNITY SHAREHOLDERS BOARD OF DIRECTORS BOARD COMMITTEES ESG COMMITTEE * AUDIT, RISK & COMPLIANCE COMMITTEE RENUMERATION & NOMINATION COMMITTEE POLICIES & PROCEDURES CORPORATE CULTURE & VALUES RISK MANAGEMENT & INTERNAL CONTROL SYSTEMS CHIEF EXECUTIVE OFFICER IMDEX MANAGEMENT & EMPLOYEES In FY24 the ESG Committee will become the Sustainability Committee reporting directly to the Board 58 IMDEX Annual Report 2023How We Engage With Stakeholders At IMDEX, we are committed to providing all our stakeholder groups with transparent and genuine engagement to enhance and support their experience with our products and business globally. The table below outlines how we engage and collaborate with our key stakeholder groups and the steps we take to ensure we are listening to and meeting their needs. ENVIRONMENT HOW WE ENGAGE WHAT WE DO Customers Employees Regular communication with regional sales and customer facing employees to ensure we understand and are meeting their needs Comprehensive employee performance review and feedback process, with opportunity to define goals and development opportunities Informal engagement opportunities through employee groups and committees • Customer surveys and feedback opportunities • Site visits and product training with IMDEX experts • Discuss and collaborate on product improvements and changes • Develop and enhance products based on customers' changing needs • Cascade of Objectives and Key Results down through Annual performance reviews and OKR setting process • Quarterly employee recognition awards for exceptional performance • Newly implemented employee-nominated value based awards • Quarterly CEO/COO staff briefings to all regions • Quarterly strategy updates from executive team to all regions recognising championing of IMDEX values • Biennial employee engagement survey • Employee-led Diversity & Inclusion Council • Employee reference groups coordinated and run by IMDEX employees Investors and Finance Providers Regular engagement with key stakeholders in investment community Suppliers and Distributors Commitment to informing investors and finance providers on company changes and developments on regular basis Regular engagement with suppliers and distributors globally, through face-to-face meetings and electronic communication as required • Full year and half year results briefings • Investor roadshows • Annual General Meetings • Investor briefings • Launch of Sustainability Reporting in 2021 • Technical symposium for investors • Legal, risk and regulatory teams provide ongoing review of global supply and distribution laws and regulations. • Continuous monitoring of Anti-bribery and Corruption laws globally Government – local, state, national, global Sustained engagement with all levels of government and regulators as required in all regions that we operate • Regular and ongoing government engagement • Submission to relevant local, state, national and global consultation processes Industry partners Regular engagement with industry partners, research bodies, non- government organisations • Partnerships with a range of industry committees and research bodies committed to developing and enhancing mining technology and practices globally Joint Development Partners Community Collaboration with customers and industry partners to identify joint development opportunities, with the goal of enhancing and improving the global mining industry through efficiency and sustainability Regular engagement with local communities to ensure they are informed of who IMDEX is and the opportunities we may represent to them Stakeholder Engagement • Representation on industry boards, research bodies and at industry events as thought-leaders, speakers and experts • Identify and deliver trials with resource companies, to test, define and improve IMDEX products and technology • Local social media content for each region • Commitment to local employment opportunities • Partnerships with local Universities to offer internships and employment to emerging talent • Monitoring of local political and socio-economic issues • Community partnerships to support relevant local organisations 59 IMDEX Annual Report 2023IMDEX Values Forever curious. We go beyond. We believe in shaping the future of mining through the We are passionate about creating positive customer experiences relentless pursuit of technologies that deliver successful outcomes and services that question the status quo, address our for our customers now and into the future. We achieve this by working customers’ challenges and set in partnership with our customers, new benchmarks for what can be achieved in our industry. actively listening to their needs and delivering genuine value through efficient solutions. We listen to our people and customers to develop new technologies. We step up and challenge the status quo. We give our people the space to be curious and create. We are informed by industry trends to be open to new ideas. 60 We optimise our customers’ experience. We place our customers’ needs first and foremost, delivering on our promises. We encourage customer ownership and involvement. We create value for our customers through collaboration and innovation. IMDEX Annual Report 2023Together we thrive. We’re global game changers. We are a global team of diverse Our rich global experience and talented people, who and diverse thinking drives all empower each other to be our best development within IMDEX. selves. We harness our strengths It enables us to solve unique by combining our knowledge problems for global customers across boundaries in a positive reducing environmental and social and accountable workplace. impacts to shape a better global We hold each other accountable and take ownership for our actions. We advocate for the safety and wellbeing of our people in everything we do. We recognise and acknowledge each other’s successes. We back each other as a united team, by sharing learnings and expertise between departments and across borders. industry. We reduce the environmental impact of our activities to shape a better global industry. We embrace flexible thinking for the benefit of our people, customers and the societies in which we operate. We serve our customers globally by leveraging our diverse teams and enabling inclusive decision making. We connect our expertise to customers to add values. 61 IMDEX Annual Report 2023PEOPLE Health, Safety & Wellbeing Occupational health and safety management system We have established and independently certified Operational Excellence Management System (OEMS). The scope of our OEMS includes our operations, activities, products, and services within the resources industry The IMDEX OEMS represents our commitment to The IMDEX HSE Policy is endorsed by our CEO and is excellence in all aspects of our business operations. consistent with the nature, scope, and risk profile of All our leaders are accountable for ensuring that we our organisation. The HSE policy is the foundation are improving our processes, systems, and products. on which our HSE systems, objectives and targets are Our objective is to provide a safe system of work for established. Its continual review ensures it remains our people and to meet the evolving needs of our relevant and capable of supporting successful HSE customers and stakeholders. outcomes in line with legislative, regulatory and other E L P O E P As with all successful management systems, our applicable requirements. OEMS is the result of a collaborative effort from our We are committed to meeting the legislative and dedicated team. It is designed to foster a culture regulatory requirements, codes of practice, and of continuous improvement, where each worker industry best practice of the regions in which we is empowered to contribute to the success of our operate. IMDEX maintains multiple subscriptions business. globally that monitor legislative change, to keep us The OEMS is aligned with our IMDEX vision, values, well informed. policies and internationally recognised standards Where changes to legislative, regulatory and other including: ISO 9001 - Quality management systems requirements arise, they are communicated to stakeholders. Internal policies, standards, procedures, and checklists are revised to meet the requirements ISO 45001 - Occupational health and safety of the change. management systems ISO 14001 - Environmental management systems ISO 27001 - Information security, cybersecurity, and privacy protection. IMDEX has engaged a Global HSE Manager and regional HSE advisors, tasked with responsibility of maintaining, monitoring, measuring, evaluating, reporting, coaching and facilitating improvement of the OEMS. They support operations managers, in consultation with workers, to establish safe systems of work, including ongoing hazard identification risk assessment and control activities to ensure the organisational risks remain at ALARP. • • • • 62 IMDEX Annual Report 2023Hazard identification, risk assessment and incident investigation IMDEX identifies and manages HSE hazards and organisational risks associated with its activities to eliminate or minimise the likelihood and consequence of incidents in accordance with the principals of ISO 31000. Hazards and risks are actively and systematically identified and controlled to ALARP through risk workshops and the application of the hierarchy of controls. Processes are established to identify work-related hazards and assess risks on a routine and non-routine basis. The hierarchy of controls is applied in order to eliminate hazards and minimize risks. Routine risk management methodologies include preliminary hazard analysis (PHA), detailed hazard analysis (DHA) and HSE risk workshops. Non-routine management methodologies include safety observations, JHAs and Take 5s. HSE engagement represents the level of participation and commitment employees have in meeting our HSE vision, policies and objectives. It is the active participation of all employees in identifying hazards and mitigating risks before they result in incident or injury. Importantly, HSE engagement establishes a culture where health and safety risks are identified and resolved. HSE engagement develops a state of awareness where people are encouraged to think about what could go wrong and how to prevent adverse impacts before they occur. Examples include: • • Leadership safety walks Risk assessments • HSE observations • Ergonomics assessments • Workplace inspections. Hazard identification and risk management procedures, including reviews of critical controls, are subject to scheduled routine audits to verify compliance and effectiveness and to support continual improvement. 63 IMDEX Annual Report 2023As a certified system, our IMDEX OEMS is subject to the following routine internal and third-party auditing to ensure effective implementation, ongoing compliance, suitability and continual safety improvement. • Our IMDEX risk management standard provides a uniform and systematic process for the conduct of effective risk management that identifies, assesses, and then adopts control strategies to reduce risk to as low as reasonably practicable while enabling the enterprise to take advantage of potential opportunities. This standard complements and links directly to the operational and enterprise risk tools, which provide the mechanism for the ongoing recording, management and communication of risk issues/events at all levels and across all parts of the organisation. • IMDEX has developed a range of training content, covering hazard, risk, and incident management, available to all employees online in IMDEX Academy. All hazards and incidents are reported and managed in the online IMDEX Quality Alert system, by assigning to the responsible leader and tagging in subject matter experts as ‘watchers’. The overarching system is monitored and managed by Quality Engineers and regional HSE Coordinators. • Our Leaders perform physical and virtual ‘Manager Safety Walkthroughs’ of the work environment, engaging with team members and promoting safe work practices. Managers lead, own, and regularly review the risk assessments and registers that relate to their teams. Learnings gained from these events are discussed in team meetings, communicated to the group via Safety Alerts and form part of regular management review. • The identification and control of workplace hazards during both routine and non-routine tasks is achieved using a variety of online and app based ‘tools’, from simple Take5s and Safety Observations to more detailed workplace inspections and job safety analysis (JSA). • The IMDEX HSE Policy and ‘ImSafe 10 Safety Principles’ promotes workers’ rights and obligation to stop work if they feel unsafe, or observe and unsafe act, which is backed by the IMDEX ‘Speak Up’ Policy which protects them against reprisal. • IMDEX adopted the ICAM methodology to investigate serious incidents, identify causal factors and implement improvement opportunities. 64 IMDEX Annual Report 2023Occupational health services At IMDEX we aim to promote a healthy lifestyle and provide the necessary medical treatment and support for employees returning to work in the event of work-related and non-work-related injuries. A risk-based approach is used to assess employees' fitness for work. This includes undergoing a medical assessment for safety-critical positions or as a pre-employment or pre- transfer requirement. Confidentiality of medical records is maintained in accordance with our 27001 Information security certification. It is imperative our employees present to work in a fit and healthy state to perform their required duties and have established the fatigue management and drug and alcohol policy to communicate this expectation and support a safe work environment. In the interest of preparedness and employee wellbeing, we made provisions for timely medical services for all employees who sustain a work-related injury, illness, or other adverse health effects. Arrangements are established and maintained for injury management and rehabilitation of workers following a work-related injury, illness, or other adverse health effects. Provisions are made for worker access to first aid facilities, defibs, adequate medical services, relevant health monitoring programs and Employee Assistance Programs (EAP). Our EAP allows employees to feel comfortable knowing that they and their immediate family members can confidentially discuss any work or personal issues that are an inevitable part of life. Additionally, they have access to the LifeWorks Wellbeing Platform, providing resources to encourage both physical and mental health. We maintain worker health and wellbeing training through IMDEX Academy and have established an internal wellbeing Peer Supporter group that are trained on how to support workers in need. Preventative and corrective measures are implemented to manage risks associated with fitness for work, including alcohol and drug use, fatigue, wellbeing, and medical conditions. 65 IMDEX Annual Report 2023Worker participation, consultation and communication on occupational health and safety We promote effective, transparent and open communication, consultation and participation with stakeholders across our Company. Our strong corporate culture is a product of active employee engagement and respect amongst our workforce. Our IMDEX HSE Engagement program aims to engage employee participation in improving our safety performance. The early identification and resolution of HSE issues, allows us to apply risk control measures to identified hazards and apply improvement initiatives to enhance organisational safety and employee health and wellbeing. With a focus on continually building the teams psychological safety, the communication and consultation vehicles employed: • Meetings - Toolbox meetings, HSE meetings, Operational meetings, Stop work meetings, Townhalls (quarterly downloads) • • • Informal communications Intranet Safety notice boards and posters Multiple mechanisms exist to resolve conflicts where they arise, through consultation and participation with stakeholders and their intermediaries, including Speeki, an easy-to-use app for workers to report or raise concerns on misconduct, fraud, dishonesty, unethical or unacceptable behaviour, corruption. 66 IMDEX Annual Report 202367 IMDEX Annual Report 2023Worker training on occupational health and safety Establishing a strong safety culture is critical for safe operations and the success of our Company. A key part of establishing and maintaining a strong safety culture is investing in worker training and competence. Everyone at IMDEX is trained with the required skills and knowledge to competently perform their tasks in a safe, healthy and environmentally sustainable manner. IMDEX Academy Operations Managers and HSE Representatives identify training needs in consultation with workers for all job families at IMDEX. They consult with subject matter experts and review industry best practices to understand the inherent requirements of each role and the associated work-related hazards, hazardous activities, or hazardous situations. From the TNA process, the IMDEX Academy team has developed a suite of compulsory HSE training courses for each job family. The courses are assigned to all workers in the job family to complete as part of their onboarding process within 30 days of commencement with IMDEX. To determine whether the individual has obtained the required knowledge as per the learning outcomes, for most courses, the individual is required to complete a short assessment at the conclusion of the course before being provided with a certification indicating course completion. The certification is valid for a set period. Following that time, employees are then then required to regain their certification by re-completing the course. The courses are available via the online IMDEX Academy Learning Platform and are available in all languages spoken at IMDEX. The courses are provided free of charge and workers are expected to complete the courses during paid working hours. Should they wish to extend their learning, workers have access to all HSE courses on the IMDEX Academy Platform, regardless of whether the course is assigned to them as compulsory. Site Inductions As part of their onboarding, all workers commencing with IMDEX are provided a facility induction by a HSE Representative or their manager. The induction is site specific and highlights any particular risks and control measures. The induction also includes where to access HSE information, evacuation measures and arrangements for first aid in the case of an incident. 68 IMDEX Annual Report 202369 IMDEX Annual Report 2023Promotion of worker health Everyone at IMDEX has access to our EAP, provided by Lifeworks. This support is available for the duration of their employment and up to 3 months following employment. Our EAP includes professional counselling and support services (via online web chat, phone call and face-to- face) for employees or their immediate family to confidentially discuss any work or personal issues. Employees can access the online LifeWorks Total Wellbeing Platform, which features articles and resources related to all aspects of wellbeing, a fitness training program with customised workouts and a fitness tracker and personal self- assessments for individuals to check-in on their physical, financial, social and emotional wellbeing. The platform also offers discounts for some healthcare-related services including gyms, health insurance and medical clinics. All services accessed by employees (or their family members) remains confidential between Telus Health and the employee only. Health insurance is provided in the USA, South Africa, Chile, Brazil, Argentina, Peru and Mexico. We do not provide health insurance coverage in other countries we operate because either: • • IMDEX is not the employer of workers in these regions The employees already have access to high-quality and accessible health services provided by the government (e.g., UK, Australia, Canada, NZ and Germany). We ensure that any employee personal health-related information, which must be recorded is maintained on the confidential Human Resources Information System (HRIS). Record of participation in voluntary health promotion services and programs is deleted upon program/service completion. 70 IMDEX Annual Report 2023Prevention and mitigation of occupational health and safety impacts directly linked by business relationships We have established, documented and maintained the stage gate process that considers compliance, safety and environmental impacts of IMDEX products through their lifecycle. The planning, design, manufacture, commercialisation and production of products, considers known and projected quality, health, safety, environmental, social, security and compliance aspects and risks and considers provisions for maintenance, modification and disposal. Opportunities for improvement are communicated and shared across business units and geographic locations. Verification and validation reviews are conducted and documented to confirm that: • • • • • Product is in accordance with specifications Product integrity measures are in place Risk management recommendations have been addressed and required actions taken Training of workers has been accomplished and documented Regulatory, customer, and/or other requirements are met. Provisions are made for: • Safety in design including considerations of the physical, biomechanical, cognitive, and psychosocial characteristics of the work and the needs and capabilities of workers • Functional safety assessments • Compliance legislative and regulatory requirements in the design and manufacture of goods • • • • Supply of SDS for drilling optimisation products Safe work guidance to customers both documented and in the form of site support Established product training modules that include safe storage, handling and use Incident investigations and root cause analysis. Workers covered by an occupational health and safety management system Our IMDEX Safety System is applicable to all employees within all regions, including contractors where we have prevailing influence (workers who are not employees but whose work and/or workplace is controlled by the organisation), with exception of the new acquisition Devico. We are currently working through the integration process. 71 IMDEX Annual Report 202372 IMDEX Annual Report 2023Flexible, Anywhere Work In September 2022, we launched ‘IMDEX Flex’, our Global Flexible Working Policy and Global Flexible Working Procedure. IMDEX Flex is a cooperative arrangement between leaders and their team members that focuses on the ‘what’ and ‘how’ of what our employees do, not the ‘where’. By enabling flexibility, we aim to create a work environment that ensures our people feel engaged and can perform at their best, whilst supporting individual wellbeing. We have seen excellent uptake of IMDEX Flex in all of our regions. Examples include a nine-day fortnight schedule, job sharing and varied times of works. Formalising our commitment to flexible working has contributed to a stronger Employee Value Proposition and maintains our position as a preferred employer. Customer centricity remains our key priority, and teams have successfully adopted IMDEX Flex arrangements whilst continuing to ‘Go beyond’ for our customers, ensuring quality outcomes. IMDEX Wellness Programs and Initiatives To support our employees and their psychosocial wellbeing, IMDEX offers a variety of initiatives via the Caring for our Community Program. We are proud to have an active group of 22 Peer Supporters globally. The Peer Supporter program has been running successfully for over two years and aligns with our IMDEX Value - Together we Thrive. During FY23, Peer Supporters hosted an awareness session on our Employee Assistance and Wellbeing Programs provided by Telus Health. All employees and their families have access to counselling and coaching services, with 24/7 access. During October, we recognised World Mental Health Month. Several activities were held to raise awareness regarding mental health and promote positive wellbeing. All regions tuned in to virtual sessions delivered by mental health experts on the topic of ‘Prioritisation and How We Can Deal with Stress and Anxiety in Our Work’. At our Head Office, we blended our own healthy fruit smoothies using Blender Bikes. This fruit smoothie theme was also celebrated in Africa. Other activities included yoga classes, in-chair massages at work, and team lunches to connect socially with colleagues. Blender Bike as part of World Mental Health Week Women in Mining and Resources Summit 73 IMDEX Annual Report 2023People & Culture During FY23, our global workforce increased by 229 to 851 fulltime employees. This 36.8% uplift was largely due to the integration of 187 Devico employees. The balance was engaged to support strategic growth areas including the IMDEX Mining Technology business unit and software. The average workforce turnover of 14.6% reduced from 16% in FY22. For our newly acquired businesses, we have provided a structured on-boarding plan, which enabled the retention of talent. The labour market remained tight; however, we have a strong Employee Value Proposition and recruitment initiatives to attract and retain talent. Devico team members FY23 interns and graduates 74 A Great Place to Work We utilise Gallup’s Employee Engagement Survey to measure employee engagement at IMDEX every second year. Following our most recent survey in November 2021, managers were provided with their team-level engagement results to conduct action-planning workshops and initiate constructive conversations around employee engagement with their team. The workshops enabled managers and teams to better understand why certain themes prevailed in their team results, identify team strengths and areas of focus to ultimately determine a local team-level action plan to drive engagement. Our focus for FY23 was embedding the local team-level action plans. To ensure that employee engagement stayed at the forefront of mind and to hold managers and teams accountable for driving engagement at a local level, all employees were required to conduct engagement pulse check-ins with their leader. This activity encouraged employees to reflect and provide feedback on their own level of engagement and consider how to boost engagement and better their employee experience. We look forward to conducting the third Gallup Employee Engagement survey in February. IMDEX Annual Report 2023Grow Capabilities of our people Kickstart a Career @ IMDEX As the competition for talent grows, we continually identify innovative ways to source talent. This year, we launched the Kickstart a Career at IMDEX program which creates opportunities for new to industry talent through traineeships and internships. Partnering with EDGE Employment solutions and Programmed, we have created opportunities for trainees from diverse backgrounds to gain their qualifications whilst being supported with ob-the-job technical learning. Our first two trainees completed their onsite training and are now permanent members of our manufacturing team in Balcatta. A further two trainees have commenced their Traineeships in Balcatta and Hope Valley. The IMDEX Internship Program saw 15 interns employed in Data Science, Human Resources, Engineering, Operations, Quality and Software Development. Interns work on a specific project and are fully supervised and supported by leaders. At the conclusion of the program, the interns presented their business benefitting projects to an audience of 50 IMDEX personnel. Lastly, we expanded our presence at student career fairs, running booths at both the Curtin University Career Fair, The Big Meet in Perth, and the Cal Poly Career Fair in California, to promote our Kickstart a Career opportunities to university students. Attracting future leaders At IMDEX, we recognise that students will be our future industry leaders and that community engagement is important. We want to support activities that encourage students to be problem solvers and challenge the status quo. But moreover, we want them to see that they can have a future in STEM and the resources industry. IMDEX was proud to be an industry sponsor for two events targeting primary and high school students in FY23. Through the ‘Game Changers Awards’ competition, students determine innovative solutions to the world’s challenges, addressing the United Nation Sustainable Development Goals. IMDEX hosted an exhibition stall at the Game Changers Awards Project Showcase event, with interactive activities sharing with students some of the different ways Curtin University Career Fair Game Changer Awards - supporting STEM Chief Executive Women Dinner we prioritise sustainability and utilise STEM skills in our WA Business News RISE Awards workplace. 75 IMDEX Annual Report 2023We also ran a workshop at ‘Get Into Resources’, a demonstrate core behaviours aligned to our IMDEX student expo showcasing the mining and resources Values. This award has been well supported and industry to Year 10 students in Perth, Western celebrates employees who champion our values in Australia. This was an opportunity to spark curiosity the way they work. In FY23, we had over 400 High5 about our industry and demonstrate some of Award nominations from across the globe. For over the different ways students can be a part of it. 85% of nominations, managers of the nominated Our workshop: “Robotics in Action – the IMDEX individual opted to elevate the acknowledgement by BLASTDOG” displayed the BLASTDOG™ technology providing their employee with a tangible reward of a on site and the students got to try the hands-on gift card. operational simulator. Throughout the 3 days, over 200 students attended our workshop facilitated by our Field Operations team. Recognising and rewarding our people In FY23, both the High5 Award Program and Impact Award Program were utilised by our employees, striving towards a culture where we recognise, acknowledge, and celebrate each other’s contributions and achievements wherever possible. Our IMDEX High5 Award Program enables employees to spontaneously acknowledge peers who Our IMDEX Impact Award Program recognises employees who demonstrate extraordinary achievements within our business. In FY23 the XCo Selection Panel were delighted to review nominations highlighting successes of employees and teams in a variety of roles across all corners of the globe in contributing to achieving IMDEX’s business goals. From 18 nominations globally, 13 nominations were selected as successful, comprising 6 team nominations (26 employees) and 7 individual nominations. These employees were tangibly rewarded for their positive impact in our business. IMDEX Paint and Sip evening to raise awareness for mental health 26th World Mining Congress - Brisbane, Australia 76 IMDEX Annual Report 2023Diversity & Inclusion This year, the Board approved our first Diversity, Equity and Inclusion (DEI) strategy. As part of this strategy, we kicked off our first global initiative, the Better Together inclusion training workshops. The workshop is designed to raise awareness and We also formed IMDEX’s first Diversity, Equity & encourage the calling out of non-inclusive behaviours. Inclusion Council made up of global representatives The workshop focuses on creating a more inclusive volunteering their time to create positive change in culture, addressing biases, and ensuring ‘speaking the DEI space. Since the inaugural meeting of the up’ is part of our culture with informal and formal Council, IMDEX hosted an event for International mechanisms in place. Women’s Day celebrating the women across our business who shared their thoughtful insights around gender diversity and equity. IMDEX employees also shared via the DEI survey that raising cultural awareness in an important topic and therefore we held an inaugural event to celebrate IMDEX’s Cultural Diversity with guests sharing their own cultural experiences in a fun and interactive session. In addition to these workshops, IMDEX launched the iAuditor Psychosocial Assessment and Improvement Form that provides an additional platform to call out behaviours that are not aligned to our IMDEX values. This allows employees to identify potential issues relating to the psychosocial safety of those within the workplace and provides an opportunity for employees to suggest any improvements. Psychosocial safety includes anything that could cause psychological harm to another, including affecting one’s mental health such as burnout, job demands, and team interactions. To date, 426 employees across APAC, NAM and EMEA have completed the Better Together inclusion workshops, with very positive feedback from employees. Workshops will continue to be delivered in all regions. Mining and Technology Interms IMDEX Germany joined Charta der Vielfalt e.V. an initiative designed to promote the recognition, appreciation and integration of diversity into Germany's business culture 77 IMDEX Annual Report 2023 78 IMDEX Annual Report 2023Refreshing our Employer Value Proposition Workplace Gender Equality Act An attractive and innovative Employer Brand and In accordance with the requirements of the Employer Value Proposition (EVP) will enable IMDEX Workplace Gender Equality Act 2012 (Act), on to attract and retain top talent in the competitive Wednesday, 14 June 2023, IMDEX Limited lodged job market. With the new values and corporate its annual public report with the Workplace Gender brand now embedded in the business, cultural and Equality Agency (Agency). employee surveys undertaken, IMDEX has identified the need to articulate the EVP and develop a global employer brand that unifies business strategy, culture, purpose, and values. This will support in positioning IMDEX in the market as an employer for prospective candidates. During FY23, we embarked on a project to refresh our current Employer Brand and EVP. Global regional representatives provided input into an updated EVP that would differentiate IMDEX in the talent market. Transforming Learning Culture IMDEX continues to invest in learning to support capability growth, retain talent and to strengthen the EVP. The IMDEX Learning Strategy was endorsed by the Executive team in FY23 and will deliver contemporary, high-impact, high-value learning solutions that enable our most critical teams to access learning in the ‘flow of work’. Transforming the learning model was evidenced by the outcomes achieved on BLASTDOG™. Building capability of the Field Operators to operate the equipment was instrumental to the success of BLASTDOG™ during customer trials. Overhauling traditional methods of training delivery, the IMDEX L&D team leveraged cutting edge technology, via the Hindsite video learning platform to deploy micro-learning to the field. Additionally, a learning simulation tool was developed to enable new Operators to safely and efficiently build capability to operate BLASTDOG™ prior to mobilisation to site. IMDEX has been recognised for the following awards: • Inclusion on the Charter of Diversity in Germany in recognition of its commitment to DEI in Europe • Excellence Awardee in the 2023 Australian HR Awards for being an Employer of Choice. • Finalist for the Employer of the Year at the Western Australian Business News RISE Business Awards. 79 IMDEX Annual Report 2023 People – Key Data IMDEX Injuries Frequency Rates (LTIFR & TRIFR) LTIFR TRIFR Number of staff by gender Male Female Total Employment contract (number of staff by employment type and by gender) Permanent – Male Permanent – Female Permanent Total Temporary – Male Termporary – Female Temporary total Non-guaranteed - Male Non-guaranteed - Female Non-guaranteed total Full time - Male Full time - Female Full time total Part-time – Male Part-time – Female Part-time Total Number of staff by employment category Support – Male Support – Female Supervisory/Professional - Male Supervisory/Professional - Female Management / Senior Professional - Male Management / Senior Professional - Female Senior Management - Male Senior Management - Female Executive - Male Executive - Female Total Board Members - Male Board Members - Female 1 851 full time equivalents 80 2023 2022 0.42 0.83 0.77 2.32 2023 2022 678 187 8651 666 184 850 12 3 15 7 1 8 665 167 832 13 20 33 258 59 230 72 150 54 29 5 15 3 480 151 631 468 147 615 12 4 16 3 1 4 473 132 605 7 19 26 110 49 215 55 120 39 23 4 13 3 875 631 3 2 IMDEX Annual Report 2023Employment region (number of staff by country) Asia Pacific Africa and Middle East Europe South America North America Total Staff age distribution (%) <30 (years) 30 - 50 (years) 50+ (years) 2023 2022 341 61 119 170 174 865 312 55 35 99 130 631 10% 64% 24% 9% 68% 23% 2023 2022 2023 2022 Employee turnover (number) Involuntary - Male Involuntary - Female Involuntary - Unknown Voluntary - Male Voluntary - Female Voluntary - Unknown Total - Male Total - Female Total - Unknown Total 25 6 1 54 21 0 79 27 1 107 24 7 0 60 21 0 84 28 0 112 Employee turnover by age group (Moving annual total) <30 30 - 50 50+ Training 14 69 24 20 61 26 Total hours training 13,376.50 14,910.00 Average per person training hours 18.62 23.3 Employee turnover (rate) Male employees Female employees Percentage of employees receiving regular performance and career development reviews, by gender (%) 14.30% 17.20% 16.40% 16.90% Male Female 100 100 98.16 97.06 Turnover by region (moving annual total) Asia Pacific Africa Europe South America North America and Canada Total 57 4 4 22 20 107 44 7 3 24 29 107 Percentage of employees receiving regular performance and career development reviews, by employee category (%) Support Supervisory/Professional Management / Senior Professional Senior Management Executive 100 100 100 100 100 98.55 98.44 92 98.01 93.75 Returning from parental leave (percentage) Australia 100% 100% 81 IMDEX Annual Report 2023I N O T A V O N N I 82 TOTAL R&D SPEND ($m) $32.5m $29.4m $22.6m $18.2m $16.5m 6.8% 7.6% 8.5% 8.6% 7.9% $m FY19 FY20 FY21 FY22 FY23 Horizon 1 – Next generation core technologies impacting revenues in current year Horizon 2 – New core technologies impacting revenues in 2 – 3 years Horizon 3 – Transformative technologies impacting revenues in 3 – 5 years Expensed R&D and capitalised software development costs as a % of revenue Concept Concept proposal, technology options, draft business case and proof of concept for high risk items. Project Planning Requirements, plan, budget, architecture and initial assessment of safety, FTO and compliance. IMDEX Annual Report 2023 INNOVATION Technology Solutions Ongoing investment in research and development is a critical part of our DNA at IMDEX. We consistently invest in our three broad product categories, Drilling Optimisation, Rock Knowledge Sensors and Real-Time Data & Analytics, to maintain our technology leadership and to continue to deliver value to our customers. This investment is allocated across three horizons to ensure we are continuously improving our core product offering, developing new products for existing and adjacent markets and developing engineering technologies to enhance the global minerals industry. Our development stage gate process is highly disciplined. For projects to move through the stages to become IMDEX products, they must meet technology, operational and financial hurdles. Concurrently, all projects are methodically assessed for their sustainability impact on both our business and our customers' businesses. During FY23, 27.4m was expensed on product development and $5.1m was capitalised in relation to software. The total R&D spend represents 7.9% of total revenue. This overall investment remains well within industry benchmarks and is conservative as a growth company. EXPENSED V CAPITALISED R&D ($m) ($m) FY23 FY22 R&D Expensed 27.4 26.2 • IMDEX is a growth business committed to R&D in all market conditions • All R&D spend is expensed except spend associated with R&D Capitalised (software) 5.1 3.3 software development which is capitalised Total 32.5 29.5 • Investment in Horizon 2 increased during FY23 as BLASTDOG™ moved from Horizon 3 • Investment in Horizion 1 increased during FY22 and FY23 due to commercialisation of next generation core products in FY24 Disciplined Stage Gate Development Process Engineering Prototype Detailed design, build of functional prototypes, field testing, software build, build out, IP position, standards and safety compliance. Pilot Production Minor product changes, pilot production, full marketing product launch. End of Life Commercial Prototype Commercial ready (MVP or Beta) version of product, testing over full range of use cases, testing and validation of value proposition and go to market model. Production Full production and support and product improvement cycle. 83 IMDEX Annual Report 2023 Expominas, Ecuador 84 IMDEX Annual Report 2023Michelle Carey presenting Ongoing Commitment to GCA & STEM Promotion Award Expomin, Santiago Chile IMDEX Open Day Datarock team at PDAC IMDEX Open Day Dr Michelle Carey at IMARC Mongolia Mining Presentation Paul House with The Hon. Bill Johnston WA Minister for Mines and Petroleum 85 IMDEX Annual Report 2023Thought Leadership & External Memberships Our Company regularly contributes to industry events and publications. We also collaborate with governments, industry associations, universities and research centres to optimise the global minerals industry. During FY23 we were a proud partner and participant in the following organisations and projects: American Exploration and Mining Association (AEMA) AEMA is a 125-year-old, 1,800+ member, national association representing the minerals industry. AEMA is the recognized national voice for exploration, the junior mining sector, maintaining access to public lands, and represents the entire mining life cycle, from exploration through production to reclamation and closure. Association for Mineral Exploration (AME) AME promotes a healthy environment and business climate for the minerals exploration industry through leadership, advocacy and partnerships. AME members work with governments and other user groups to ensure that low-impact mineral exploration activities may occur in a variety of landscapes while respecting the physical environment. AMIRA An independent global not for profit organisation representing members from the resources industry seeking to enhance, sustain and deliver transformational research and development, innovation, and implementation to the benefit of society. Arizona Mining Industry Gets Our Support (AMIGOS) AMIGOS is an important collection of companies spanning the northern hemisphere; from New Jersey and South Carolina, up to our Canadian neighbours in British Columbia, and across the United States to California and Texas. For almost forty years, AMIGOS has worked to provide a better business environment for mining. AROSE Australian Remote Operations for Space and Earth is a not-for-profit, industry-led organisation with a vision for Australia to be the trusted leader in Remote Operations science, technology and service, on Earth and in Space Association of Applied Geochemists (AAG) AAG is an international geoscience organisation of professionals in industry, academia and government with a principal focus on mineral exploration and the associated fields of environment and analysis. AAG promotes the advancement of knowledge through its international journal (GEEA), newsletter (‘Explore’), regular symposia and sponsorship of students. Australian Drilling Industry Association (ADIA) The ADIA provides training, resources, conferences and seminars, industry news and advocacy for members. AusIMM AusIMM is the peak body for people working in the resources sector. It shapes careers, showcases leadership, creates communities and upholds standards. Austmine A leading not-for-profit industry association for the Australian Mining Equipment, Technology and Services (METS) sector. Austmine drives the success of members by providing opportunities to build relationships, understand industry needs, boost industry profiles and access domestic and international supply chains Bradshaw Research Institute for Minerals and Mining (BRIMM) BRIMM creates multidisciplinary teams of leading researchers to work with industry to find solutions to the biggest challenges facing the mining industry and trains the next generation of multidisciplinary professionals British Columbia University – Mineral Deposit Research Unity (MDRU) MDRU is dependent on our members and designed to solve mineral exploration- related challenges while training the next generation of industry professionals. Learn more about the benefits of membership. Canadian Diamond Drilling Association (CDDA) The CDDA deals with governmental departments and agencies to keep members abreast of the latest regulatory changes affecting the industry and promotes the well-being of the mineral industry in Canada. Centre of Exploration Targeting at the University of Western Australia Where the pressing problems of the mineral exploration industry can be addressed by teams of researchers using their collective expertise to develop innovative research solutions. Chamber of Minerals and Energy of Western Australia As the leading advocate for the Western Australian resources sector, CME’s strategic priorities of Contribution, Capability and Competitiveness provide the mandate to lead proactive and focused advocacy for the resource sector and share stories of capability, competitiveness and contribution with conviction. Copper for Tomorrow CRC CRC Copper for Tomorrow CRC will accelerate the efforts of the Australian copper industry to position and incentivise the industry to double copper production by 2050 and make ESG a key value driver. CSIRO The Commonwealth Scientific and Industrial Research Organisation is an Australian Government agency responsible for scientific research and works with leading organisations around the world. Curtin University An Australian public research university based in Bentley, Perth, Western Australia. Energy Club WA The Energy Club of WA is an industry network and educational resource for the energy sector in Western Australia. 86 IMDEX Annual Report 2023Geohug Geohug is an initiative to connect, share ideas, information & knowledge with the wider geoscience community. We do this through webinars, networking & friendly conversation. The Geological Association of Canada (GAC®) GAC® is a national multi-disciplinary geoscience organisation with representatives in all Canadian Territories and Provinces as well as the United States, Europe and other parts of the world. The GAC® makes significant contributions to the promotion and development of the geological sciences in Canada through publications, awards, conferences, meetings and exhibitions. Global Mining Guidelines Group The Global Mining Guidelines Group (GMG) facilitates and drives the application, utilisation and development of global mining standards and guidelines as positive tools for the Global Mining Industry. Geological Society of Nevada (GSN) GSN is a non-profit scientific society whose principal mission is to promote the advancement of the geological sciences, especially as they relate to Nevada. The Society encourages the dissemination of scientific and practical knowledge through semiformal presentations, field trips and symposia as well as by publishing the literature resulting from these activities. The Society has developed a secondary mission, through the GSN Foundation, of funding a number of earth science related charitable programs, including grants for K-12 field trips, university scholarships and grants for geological mapping. Manitoba Prospectors and Developers Association (MPDA) MPDA acts as an advocacy group for the concerns and interests of members and informs the public of the value of mining in Manitoba. MinEx CRC The world’s largest mineral exploration collaboration bringing together Industry, Government and Research Organisations. METS Ignited An industry-led, government-funded Industry, growth centre for the mining equipment, technology, and services (METS) sector. Natural Resources Canada (NRCan) NRCan is committed to improving the quality of life of Canadians by ensuring the country’s abundant natural resources are developed sustainably, competitively and inclusively. NWT and Nunavut Chamber of Mines The Chamber advises governments, regulatory agencies, investors, Aboriginal groups, the media, schools and universities and the public on industry positions and initiatives. The Chamber’s primary objective is to encourage, assist and stimulate the prosperous, orderly and environmentally responsible development and growth of mining and mineral exploration in the NWT and Nunavut. PNG Chamber of Mines and Petroleum A non-profit, peak industry association that represents the interests of the mining and petroleum industry and associated industries in PNG. Prospectors Developers Association of Canada (PDAC) The PDAC is the leading voice of the mineral exploration and development community, an industry that supports 719,000 people in direct and indirect employment and contributes $106 billion to Canada’s GDP every year. Representing over 4400 members around the world, PDAC’s work centers on supporting a competitive, responsible, and sustainable mineral sector. Quebec Mineral Exploration Association (EMQ) EMQ promotes sustainable and responsible exploration of Quebec’s mineral resources and the vital contribution of mining to the economy. Society of Economic Geologists (SEG) SEG is an international organisation of individual members with interests in the field of economic geology. The Society’s membership includes representatives from industry, academia, and government institutions. Sociedad Geológica de Chile (SGCh) SGCh is a private non-profit corporation aimed at increasing the knowledge, dissemination and teaching of Geology in Chile. Society of Mining Engineers (SME) SME brings together the mining and mineral industry’s brightest and most dedicated professionals. Over 13,000 global members advance their careers with the world-class technical resources, educational programs, networking opportunities and professional development tools from SME. Members are focused on sharing best practices for safety, environmental stewardship. University of Western Australia Data Institute Providing leadership for industry transformation in our digitised world through innovative, discipline relevant and responsible data science. Western Australian Mining Club (WAMC) The WAMC was formed by a group of dedicated Perth based industry professionals who recognised the value of meeting regularly to network and discuss industry issues. Yukon Chamber of Mines The Yukon Chamber of Mines partners with government, community and first nation representatives to help facilitate an environment of responsible development. Examples of thought leadership articles can be found at www.imdexlimited.com/news 87 IMDEX Annual Report 202388 IMDEX Annual Report 2023Innovation – Key Data FY23 INCIDENTS OF NON-COMPLIANCE CONCERNING THE HEALTH AND SAFETY IMPACTS OF PRODUCTS AND SERVICES Incidents of non-compliance with regulations resulting in a fine or penalty Incidents of non-compliance with regulations resulting in a warning Incidents of non-compliance with voluntary codes None advised None advised None advised IMDEX BLASTDOG™ demonstration with The Hon Madeleine King MP Minister for Resources and Minister for Northern Australia 89 IMDEX Annual Report 2023T N E M N O R V N E I 90 IMDEX Annual Report 2023ENVIRONMENT Climate Resilience Our ESG Committee is committed to enhancing climate risk disclosure in line with the Task Force for Climate-related Financial Disclosures (TCFD) framework. IMDEX climate-related risks and opportunities • Demand for products and services driven by customers experiencing water shortages • Demand for products and services driven by customers experiencing challenging climate-related drilling conditions (heat, flood, seasonal shift, bushfire) • Demand for products and services driven by customers exposed to energy use or greenhouse gas emission policy / regulation • Demand for products and services driven by customers exposed to water use policy / regulation • Demand for products and services by the coal mining sector • Demand for products and services by other mining sectors (especially those supplying raw materials to new energy systems) • The impact of climate policies on IMDEX’s internal cost structure, especially distribution and supply chains. 91 IMDEX Annual Report 2023Governance The Board has established formal committees which are responsible for assisting IMDEX to address climate business drivers (CBDs). Risk Management We use a risk management system based on ISO 31000 and industry best practices In FY23, we established a formal ESG sub- for assessing, analysing and prioritising committee of the ARCC. This sub-committee met regularly throughout the year and was chaired by ARCC committee member, Sally-Anne Layman. The sub-committee also had broad representation across a variety of functions within the business. The sub-committee had primary responsibility for assisting IMDEX in fulfilling its responsibilities across environmental management, social performance, community engagement and ethical business practices. A standalone Sustainability Committee has been established to commence in FY24. This Committee has its own charter and responsibilities, including the oversight of climate-related risks and opportunities. The Committee will be chaired by Sally-Anne Layman and will meet at least four times during the year. IMDEX does not have a specific role for managing CBDs, however, all employees involved in product evaluation and design should manage CBDs. Management monitors CBDs via the ESG subcommittee, the annual risk review and feedback from the product design process. risk. Our ARCC provides oversight for organisational risk management and the Executive Leadership Committee provides oversight of risk management at the enterprise level. We have embedded risk management in our management systems – ISO 9001, and ISO 18001 and ISO 27001. Our IMDEX risk framework includes regular activities to identify, assess, monitor and review risk. All new products and projects follow a risk assessment process adjusted to suit the activity. Climate and environmental risks are considered and included on a case-by-case basis, particularly for projects and new products. Risks are escalated where appropriate and, if deemed significant at enterprise level, trigger a review of the Enterprise Risk Register. We are in the process of incorporating climate-related and environmental risks into our current risk management system. Risk treatment strategies are considered for all risks. The risks and risk treatment strategies are regularly reviewed, with higher-rated risks reviewed more frequently and at a higher level of management. We use our risk assessment process to identify materiality. Risks rated moderate, high or above may be considered material risks. The Enterprise Risk Register has considered relevant environmental and sustainability risk factors. Operations-level environmental risks are managed through our health, safety and environmental risk processes. 92 IMDEX Annual Report 2023Strategy We manage our business over multiple planning horizons. In the short term, we continue to examine and implement changes in our global operations to improve our sustainability footprint. Over the medium term, we anticipate enhanced climate policy will drive new opportunities for our products, as our key customers identify solutions that can facilitate precision mining and efficient exploration and production drilling. Over the longer term, we anticipate a climate driven change in our customer base, as the minerals industry adapts to enhanced climate policy. We have the potential to generate long term material benefits, by assisting customers improve energy usage and natural resources efficiency and promote ESG progress. Our business strategy and financial planning is dictated by customer demand. We match our product road map to customers' needs, which includes products to improve energy use efficiency. Many products within our existing portfolio and development pipeline improve energy use. We believe our business strategy is resilient to climate related business drivers and can adjust as necessary. Our broad geographical footprint spreads physical and transitional climate-related risks and should allow us to shift our operational focus and mitigate medium term impacts. As a leading mining-tech company, we are well placed to assist customers address climate-related business drivers and expect to benefit as customers seek new solutions. We believe climate policy is unlikely to have a material impact on our upstream supply chains, access to capital and ESG / compliance costs. We acknowledge physical climate change could impact our customers, through site access and water availability. We believe we can use the following strategies to maintain or improve profitability through the period of changing climate change policies: • Introducing new products • Helping customers promote their energy and water use credentials • Climate focussed marketing • Promoting IMDEX’s ESG performance. We believe we can mitigate the potential impacts of climate-related business drivers by monitoring regulations, working closely with customers, contingency planning and assessing industry trends (e.g. working with industry bodies). Metrics & Targets Our Scope 1 and 2 greenhouse gas emissions, excluding Devico, are set out on page 94 and include fuel associated with company vehicles, diesel to run equipment and purchased electricity. During FY23 we measured these emissions with a view to implementing reporting metrics and a reduction program. 93 IMDEX Annual Report 2023Operational Emissions Due to the nature of our business and product offering, we have low greenhouse gas emissions. UPSTREAM OPERATIONAL CONTROL DOWNSTREAM SCOPE 3 (INDIRECT) SCOPE 2 (INDIRECT) SCOPE 1 (DIRECT) SCOPE 3 (INDIRECT) Production and transport of raw materials and technical componentry for instrumentation Production and transport of diesel Employee transport Purchased electricity for company leased or Company vehicles fuel owned facilities Outsourced product transport Purchased heating Diesel use – equipment Business travel Combustion of other Transport of waste and liquid fuels (e.g. forklifts) waste management Electricity transmission Land use change Material scope 1 and scope 2 emissions 94 IMDEX Annual Report 2023 During FY23 we commissioned Kewan Bond Pty Ltd (KBPL) to calculate our Scope 1 and Scope 2 greenhouse gas (GHG) emissions associated with our global operations (excluding Devico). Emissions for the 2023 financial year were calculated in accordance with globally standardised GHG Protocol. Raw data on fuel and energy consumption (e.g. litres of diesel and kWh of electricity) were provided by each of our regions. Supplier invoices were used to verify the raw data provided. Calculations of energy and emissions were made by applying relevant energy and emission factors. The calculated GHG emissions include emissions of carbon dioxide (CO2), methane (CH4) and nitrous oxide (N2O). Total emissions are reported in units of carbon dioxide equivalents, which consider the ‘global warming potential’ of each gas. The energy and emissions associated with each of our regions for FY23 are presented in the tables and charts below on page 101. The data is intended to align with the following Global Reporting Index (GRI) standards: GRI STANDARD 302 - ENERGY: GRI STANDARD 305 - EMISSIONS: 302-1 Energy consumption within the organisation 305-1 Direct (Scope 1) GHG emissions 302-3 Energy intensity 305-2 Energy indirect (Scope 2) GHG emissions GRI Standard 302-2 relates to Scope 3 emissions, which have not been calculated for this period. 305-4 GHG emissions intensity 95 IMDEX Annual Report 2023FY23 IMDEX GHG Emissions by Region FY23 IMDEX GHG Emissions by Source SAM 4% MEA 14% ) e - 2 O C t ( i s n o s s m E i APAC 30% NAM 49% NAM- CAN 3% 1,200 1,000 800 600 400 200 0 APAC NAM-CAM NAM SAM MEA Grid Electricity Natural Gas Diesel LPG Biofuel Petrol/Gasoline Acetylene Gas The calculation of energy intensity and emissions intensity (in accordance with GRI Standards 302-3 and 305-4) was based on the production and/or headcount data. In the absence of production data for some regions, energy and emissions intensity was based on headcount. The following opportunities exist for improving the calculation and reporting of energy and GHG emissions: 1. Verification of raw data against fuel/electricity supplier invoices or delivery records. Verification against invoices was conducted for Canada and Chile (Sth America) only. 2. Production data to be provided to enable calculation of energy and emissions intensity. 3. Extend the scope of the GHG assessment to include some key Scope 3 emissions, such as: • Purchased goods and services • Upstream transport and distribution • Waste generation • • Business travel Employee commuting • Downstream transport and distribution • Processing and use of sold products 96 IMDEX Annual Report 2023 Water and Effluents The development and manufacture of our drilling optimisation products and rock knowledge sensors does not require material quantities of water. Similarly, there is no requirement for disposal of wastewater. Our drilling fluids are shipped to customers in either powder or liquid form. The largest percentage of products are in a powder form, which are dissolved into drilling water at the customers'’ site. The remainder of the drilling fluids are liquid, which are manufactured in a high concentration and added to the drilling water to achieve desirable concentration levels. To limit environmental impact for customers, we provide a range of solids removal units. We have procedures and oil separation systems in place to ensure responsible disposal of wastewater generated from cleaning equipment. 97 IMDEX Annual Report 2023Land Disturbance and Rehabilitation We have minimal direct impact on the environment. Our range of solutions are designed to enhance efficiency and productivity, while supporting the sustainability of our customers' operations and meeting the drive towards decarbonisation. Key sustainability benefits are set in the table below. DRILLING OPTIMISATION PRODUCTS DRILLING REAL- TIME DATA OPTIMISATION AND ANALYTICS PRODUCTS DRILLING REAL- TIME DATA ROCK KNOWLEDGE OPTIMISATION AND ANALYTICS SENSORS PRODUCTS REAL- TIME DATA ROCK KNOWLEDGE AND ANALYTICS SENSORS ROCK KNOWLEDGE SENSORS Drilling Optimisation Fluids SRUs and Fluid Testing Technologies Rig Alignment Drilling Productivity Technologies Downhole Survey Sensors Core Farm Sensors Driller Operable Geophysics Multi- Sensors Cloud-based data collection and validation services Advanced reporting software Analytical and Interpretive software for geological data Enhanced Safety Reduced Water Use Enhanced Operational Efficiency and Productivity Biodegradable or Reusable Packaging Options Materials can be recycled Downstream optimisation 98 IMDEX Annual Report 2023Materials & Packaging Our principal materials for our drilling optimisation products include: • • Potassium Chloride Bentonite • Acrylamide copolymers (commonly referred to as PHPA) • Modified cellulose (commonly referred to as PAC) • Vegetable oil These products are available in recyclable cardboard and plastic pails (recycling code 2). Our fluid products are principally made from natural products and less than 5% contain hydrocarbons. During FY23 IMDEX withdrew all fluid products with a dangerous good (DG) classification, except one product that is supplier to select customers in Australia only. All recyclable components of our rock knowledge sensors, including steel and batteries, are reused. Our rock knowledge sensors are distributed to clients in reusable Pelican cases. 99 IMDEX Annual Report 2023100 IMDEX Annual Report 2023Environmental – Key Data IMDEX is not aware of any non-compliance with environmental laws in any of the jurisdictions in which we operate within the last 2 years. NON-COMPLIANCE WITH ENVIRONMENTAL LAWS NUMBER / VALUE Significant fines and non-monetary sanctions for non-compliance with environmental laws and/or regulations Non-monetary sanctions Cases brought through dispute resolution mechanisms Zero Zero Zero WATER AND EFFLUENTS IMPACT Water discharge by quality and destination IMDEX does not discharge wastewater from any of its operations Water bodies affected by water discharges and/or runoff No or immeasurable impact Significant spills Zero FY2022 ENERGY AND GHG EMISSIONS INVENTORY Units APAC NAM-CAN NAM SAM MEA TOTAL ENERGY Grid Electricity Natural Gas Diesel Petrol/Gasoline LPG Acetylene Gas Biofuel TOTAL EMISSIONS Scope 1 Natural Gas Diesel Petrol/Gasoline LPG Acetylene Gas Biofuel Scope 2 Grid Electricity TOTAL GJ GJ GJ GJ GJ GJ GJ GJ 1,935 - 3,851 36 352 1.10 - 203 564 - 316 - - 71 64 885 13,594 160 - - - 6,174 1,154 14,703 -e -e -e t CO2 t CO2 t CO2 -e t CO2 t CO2--e -e t CO2 t CO2 t CO2 -e -e - 271 2.45 21.32 0.057 - 327 622 28 - 22 - - 5 44 957 0.01 - - - 0.52 55 5.38 1,007 411 - - - 86 - - 497 - - - 5.20 - - 74 80 1,645 - 1,158 1,405 - - - 4,258 1,449 18,603 1,917 438 1 71 4,207 26,736 81 95 - - - 113.29 290 72 1,310 119 27 0 5 521 2,053 101 IMDEX Annual Report 2023 I Y T E C O S 102 IMDEX Annual Report 2023SOCIETY Sustainable Earnings Growth Growth Strategy We have a clear and consistent growth strategy. Key components include: To deliver this growth strategy we invest in: • Technology leadership, solution • Targeted R&D to maintain technology leadership and win selling and disciplined acquisitions market share • Leveraging our core capabilities • Leveraging our core capabilities within the mining within the mining production production market market, and our recently acquired directional core drilling technologies into the IMDEX network, providing greater exposure to less cyclical sectors of the mining value chain • Developing and marketing integrated solutions for orebodies to optimise value for customers and revenue for IMDEX • Acquiring technologies and software, to build on geoscience analytics, AI and computer visualisation capabilities that deliver answer products for customers. A key objective is outperforming industry growth. Internally we use S&P Global Market Intelligence as benchmark, which forecast global exploration activity to contract 20% during calendar 2023. Approach to Taxation As part of our annual planning process, we review our tax strategy and our compliance and work program to ensure it supports the objectives of the Group. An update on this is provided to the ARCC bi-annually as part of the governance framework. Revenue Growth by region % of Group Revenue 46% Americas 12% 7% Organic Growth 4 Months Devico 29% Asia Pacific 16% 3% Growth 2023 19% 19% 25% Europe/Africa 17% 8% 25% 20% Total Group 14% 6% 20% 103 IMDEX Annual Report 2023Local Support & Engagement At IMDEX our vision is to shape a better global industry and have a positive contribution for the benefit of our people, customers, and the societies in which we operate. During FY23 we established a Community Engagement Policy to promote an environment that supports community engagement activities to enable our employees to contribute to their local communities. Our approach to community engagement is multi-faceted and includes: • Opportunities for our employees to connect with their communities to have a societal impact • Recognition as a valued corporate partner in the communities in which we work • A strong commitment to educating future generations in our community. We will have a strategic approach to the corporate partnerships that we develop to align with our corporate objectives and to benefit the communities which we operate. Our approach to philanthropy will be formed based on partnerships with Not-for-Profit organisations that are aligned to our organisational values and reviewed annually by an established working group. Global Volunteering Program We support many charity events and community organisation in our regions of operation. Formalising our approach to volunteering forms part of our ESG strategy and will be considered by the Sustainability Committee during FY24. IMDEX Africa and Middle East Team site visit, learning more about the customers we support in that region. 104 IMDEX Annual Report 2023Supporting Girls Programming Network, encouraging students to explore programming Supporting Dress for Success, an international charity empowering women to achieve economic independence MACA Cancer 200 Ride Employees supporting local football team in Queensland, Australia Replace with IMDEX Marketing Team volunteering at FareShare to help people in need in Brisbane, Australia 105 IMDEX Annual Report 2023106 IMDEX Annual Report 2023Society – Key Data ECONOMIC VALUE Direct economic value generated ECONOMIC VALUE DISTRIBUTED Operating costs Employee benefit expense Costs of providing capital Cost for direct taxes to governments Economic value retained FY23 FINANCIAL ASSISTANCE RECEIVED BY IMDEX FROM ANY GOVERNMENT $M 411.4 204.9 104.0 20.9 19.6 62.0 Nil. PROCUREMENT Percentage of procurement budget used for significant locations (where IMDEX has an established facility) of operation that is spent on suppliers local to that operation ~70% 107 IMDEX Annual Report 2023E C N A N R E V O G 108 IMDEX Annual Report 2023GOVERNANCE Corporate Governance Risk Our Corporate Governance Statement sets out the key features of our governance framework and discloses the extent to which we have followed the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendation (ASX Recommendations). We regularly review our corporate governance practices and policies against the requirements of both the Corporations Act 2001 (Cth) (Corporations Act) and the Listing Rules of the Australian Securities Exchange (ASX), and current best practice. Our Corporate Governance Statement is accurate and current as at the date of our Annual Report and has been approved by our Board. Our Corporate Governance Statement can be found on our website at: https://www.imdexlimited.com/media/home/Corporate-Governance-Statement-August-2022.pdf IMDEX Code of Conduct Supplier Code of Conduct Our IMDEX Code of Conduct (the Code) provides a We are committed to transparent, safe, and ethical framework for our decisions and actions and outlines procurement practices. Our aim is to partner with the standard of conduct expected of everyone who likeminded suppliers to help us deliver leading works for or on behalf of the Company. All employees solutions that enhance our customers' operations. are expected to be familiar with and understand Our Supplier Code of Conduct clearly sets out the Code. In FY23 our compulsory Code of Conduct our minimum expectations of suppliers, their training was required to be completed by all subsidiaries, and subcontractors. The Supplier Code employees across the business of Conduct aligns with our Corporate Governance Polices, company values and internal expected behaviours. Our IMDEX Code of Conduct and Supplier Code of Conduct can be found on our website at: www.imdexlimited.com/about-us/corporate-governance 109 IMDEX Annual Report 2023Anti-Bribery and Anti-Corruption At IMDEX we avoid activities and organisations that are unethical or harm people and the environment. We are committed to: Speak-Up Policy Our Speak-Up Policy supports our Code of Conduct and is designed to ensure that we maintain the highest standards of corporate governance and ethical conduct across all our operations; and our Company is a safe, respectful, and inclusive place to • Zero-tolerance for bribery and other forms of work. corruption; • Honest and ethical business practices; and All employees are encouraged to ask questions, query, and report actual or suspected violations of • Compliance with the laws of the countries where our Code of Conduct or other IMDEX Polices without we operate. fear of retribution. Our Anti-Bribery and Anti-Corruption Policy sets Several methods are provided for making out requirements for business conduct and provides confidential reports. In the first instance employees information on how to recognise and respond to are encouraged to report any matters of concern bribery and corruption. The Policy applies to all directly to their manager or supervisor. Alternatively, directors, officers, employees and third parties they can make a report via phone, email, mail or acting directly or indirectly on behalf of IMDEX. Our anonymously through our reporting platform, Anti-Bribery and Anti-Corruption Policy and third- Speeki®. Speeki® is multilingual and can be accessed party due diligence procedure include record keeping, anytime from any mobile or device using either the approval processes and relevant behaviours. Our mobile app or the web portal. General Counsel has overall responsible for our Anti- Bribery and Anti-Corruption program. We are committed to ensuring that: all matters that are reported will be treated respectfully and In FY23 our compulsory anti-bribery and confidentially; any investigations will be conducted anticorruption training was required to be completed in a timely manner and will be fair and independent by all employees across the business. FY23 SPEAK-UP REPORTS BY CATEGORY Other 1 Harrassment 1 Employment Matter 3 4 Health Safety Workplace from any persons to whom the disclosure relates; and no one will suffer any detriment as a result of making a report. During FY23, 9 reports were received, either directly to HR representatives or via Speeki®. The majority of reports related to standard HR or workplace complaints, which were able to be resolved by the HR team in the normal course of business. Each complaint is subject to an initial review and assigned to key individuals, then further investigation is conducted as required. Our Anti-Bribery and Anti-Corruption Policy and Speak-Up Policy can be found on our website at: https://www.imdexlimited.com/media/home/Anti-Bribery-and-Anti-Corruption-Policy-December-2022-Website.pdf Our Speak Up Policy can be found at: https://www.imdexlimited.com/media/home/GRCG-014-Speak-Up-Policy-July-2023-English.pdf 110 IMDEX Annual Report 2023Conflicts of Interest use of enterprise risk software to more users and more processes to enable a more controlled risk Certification IMDEX has a Managing Conflicts ecosystem. Our dedicated Risk & Compliance Team of Interest Procedure which applies to all IMDEX is positioned to support further embedding of sound employees, contractors and consultants. The purpose risk practice as we integrate the Devico businesses of this procedure is to: that are now part of the IMDEX group. • Assist Employees to identify actual, potential or perceived conflicts of interest (together Conflicts); Internal Audit • Guide Employees on their obligations; and IMDEX works closely with our external provider, PwC, • Set out the process for disclosing and managing Conflicts. To safeguard the ongoing ethical and compliant operation of our global business, all employees are required to complete a Conflicts of Interest Certification annually. This involves employees completing a Conflict of Interest declaration and updating this declaration if their circumstances change. This process ensures that any Conflicts are identified, disclosed and managed appropriately. Risk Management This year’s focus was on strengthening our risk management capabilities and embedding stronger risk governance processes. This began with strengthening and streamlining of our risk framework and acting on advice received from external risk experts. We have expanded our use of third party due diligence screening platform to improve the risk insights we have on our customers, suppliers and business partners. We continue to dedicate effort to risk management in new product introduction and management of strategic business risks. This ensures that we provide the most risk support in areas that are directly linked to organisational strategy and revenue. This has also provided opportunity to look further over the horizon to conduct its schedule of internal audits across the financial year. Throughout FY23, our internal audit program continued to mature as the Risk and Compliance function drove targeted engagement across components of IMDEX’s global business, such as supply chain and workforce planning and retention. The revised management of the internal audit team ensure a more comprehensive review of the selected focus areas. Regulatory Compliance The Risk & Compliance Team has focused regulatory compliance effort on the fundamental elements of the IMDEX business model: global product compliance, international trade, and operational compliance. In anticipation of business growth, we have invested effort in optimising our regulatory compliance frameworks and enabling stakeholders to engage more effectively with their compliance obligations. The expanded use of third party due diligence software has provided better visibility of our sanctions compliance position and created opportunities for more regular discussion of compliance issues within the business. We will be providing further compliance training and support in FY24 to ensure that business units can identify and to identify new and emerging risks. comply with their obligations. As the IMDEX business grows and matures, we have invested in providing risk training and support to empower stakeholders throughout the business to take ownership of risk. We have expanded our 111 IMDEX Annual Report 2023 Human Rights & Modern Slavery Modern Slavery We were pleased to upgrade our Modern Slavery statement throughout the year to continue our focus on this important compliance area. To support our aims, we implemented modern slavery awareness training for our global procurement and supply chain teams to strengthen their skills in identifying and mitigating potential modern slavery risks. We have also expanded our third party due diligence capabilities to provide greater insight into potential supplier risk factors including modern slavery, human rights and the worst forms of child labour. Our 2022 Modern Slavery can be found at: https://www.imdexlimited.com/media/home/IMDEX-Modern-Slavery-Statement-FY22.pdf 112 IMDEX Annual Report 2023Privacy & Data Security Data Security During FY23 we continued our focus on cyber security. Notable achievements during the period included: ISO/IEC 27001:2013 Certification IMDEX was recertified for ISO/IEC 27001:2013 through SGS, a globally renowned inspection, • Significant progress incorporating Devico into verification, testing and certification company. IMDEX’s computing environment; ISO/IEC 27001:2013 is an international information • Implementing IMDEX’s cyber security controls security standard. Our certification demonstrates within Devico; and • A cyber security assessment of Krux’s product. Key focus areas in FY23 include: • Growing ISO/IEC 27001 certification audit to incorporate aiSIRIS which emerged from the IMDEX acquisition of AusSpec; and • Deploying the Cloud Access Security Broker that we operate an Information Security Management System compliant with mandatory requirements, have systematic processes for managing information security risks, and have implemented controls mandated by the standard. Our certification comprises a comprehensive range of activities including: • • Software development processes; The product development life cycle for real-time across key services. subsurface intelligent solutions; • Manufacturing and deployment of products and technologies; • Customer support processes; and • Information technology systems that support these activities and digital functions. This investment provides additional assurance to our customers regarding the end-to-end security of the information they provide, such as when ordering and despatching via our Global Digital Rentals platform, transferring critical data with our award-winning cloud solution IMDEX HUB-IQ™ and support data collection via our 24/7 Customer Care portal. 113 IMDEX Annual Report 2023Governance Key Statistics ANTI-CORRUPTION Total number of operations assessed for risks related to corruption Percentage of operations assessed for risk related to corruption Significant risks related to corruption identified through the risk assessment Total number and nature of confirmed incidents of corruption Total number of confirmed incidents in which employees were dismissed or disciplined for corruption Total number of confirmed incidents when contracts with business partners were terminated or not renewed due to violations related to corruption Public legal cases regarding corruption brought against the organisation or its employees during the reporting period and the outcomes of such cases 100% Zero Zero Zero Zero Zero Zero FY23 TOTAL NUMBER AND PERCENTAGE OF GOVERNANCE BODY MEMBERS THAT IMDEX’S ANTICORRUPTION POLICIES AND PROCEDURES HAVE BEEN COMMUNICATED TO Africa & Europe Americas 100% 100% Asia Pacific 100% Total 100% FY23 TOTAL NUMBER AND PERCENTAGE OF EMPLOYEES THAT IMDEX’S ANTI-CORRUPTION POLICIES AND PROCEDURES HAVE BEEN COMMUNICATED TO, BROKEN DOWN BY EMPLOYEE CATEGORY AND REGION Africa & Europe Americas 100% Asia Pacific 100% Total 100% Senior Management Supervisory Professional Support 100% 100% 100% FY23 TOTAL AND PERCENTAGE OF EMPLOYEES THAT HAVE RECEIVED TRAINING ON ANTICORRUPTION Africa & Europe Americas 100% Asia Pacific 100% Total 100% Senior Management Supervisory Professional Support 100% 100% 100% 100% Executive 100% 100% Executive 100% 114 IMDEX Annual Report 2023OPERATIONS AND SUPPLIERS CONSIDERED TO HAVE SIGNIFICANT RISK FOR INCIDENTS OF CHILD LABOUR Type of operation Countries or geographic areas None that IMDEX is aware of None that IMDEX is aware of OPERATIONS AND SUPPLIERS CONSIDERED TO HAVE SIGNIFICANT RISK FOR INCIDENTS OF YOUNG WORKERS EXPOSED TO HAZARDOUS LABOUR Type of operation Countries or geographic areas None that IMDEX is aware of None that IMDEX is aware of OPERATIONS AND SUPPLIERS CONSIDERED TO HAVE SIGNIFICANT RISK FOR INCIDENTS OF FORCED OR COMPULSORY LABOUR Type of operation Countries or geographic areas None that IMDEX is aware of None that IMDEX is aware of VIOLATIONS INVOLVING RIGHTS OF INDIGENOUS PEOPLES FY23 total number of identified incidents of violations involving the rights of indigenous peoples IMDEX has not been advised of any violations INCIDENTS OF DISCRIMINATION AND CORRECTIVE ACTIONS TAKEN FY23 total number of incidents of discrimination and corrective actions None that IMDEX is aware of FY23 TOTAL NUMBER OF SUBSTANTIATED COMPLAINTS RECEIVED CONCERNING BREACHES OF CUSTOMER PRIVACY Complaints received from outside parties and substantiated by the organisation IMDEX has not been advised of any complaints Complaints from regulatory bodies IMDEX has not been advised of any complaints CUSTOMER DATA FY23 Total number of identified leaks, thefts or losses of customer data IMDEX has not been advised of any leaks, thefts or losses 115 IMDEX Annual Report 2023GRI Index GRI STANDARD DISCLOSURE LOCATION GRI 2: General Disclosures 2021 2-1 Organisational details About This Report, Page 6 and About IMDEX, Pages 11 - 21 2-2 Entities included in the organisation’s sustainability reporting About This Report, Page 6 2-3 Reporting period, frequency and contact point About This Report, Page 6 2-4 Restatements of information Not Applicable 2-5 External assurance Not Provided for FY23 2-6 Activities, value chain and other business relationships 2-7 Employees About IMDEX, Pages 11 - 21 Thought Leadership, Pages 86- 87 People, Pages 74 - 81 2-8 Workers who are not employees People, Pages 80 - 81 2-9 Governance structure and composition How We Govern ESG Risks and Opportunities, Page 58 Board of Directors, Pages 24 and 25 2-10 Nomination and selection of the highest governance body Governance, Pages 109 - 115 2-11 Chair of the highest governance body Governance, Pages 109 - 115 2-12 Role of the highest governance body in overseeing the management of impacts Governance, Pages 109 - 115 2-13 Delegation of responsibility for managing impacts Governanc,e Pages 109 - 115 2-14 Role of the highest governance body in sustainability reporting How We Govern ESG Risks and Opportunitie,s Page 57 2-15 Conflicts of interest Governance, Pages 109 - 115 2-16 Communication of critical concerns Governance, Pages 109 - 115 2-17 Collective knowledge of the highest governance body FY23 Corporate Governance Statement, page 109 2-18 Evaluation of the performance of the highest governance body FY23 Corporate Governance Statement, Page 109 2-19 Remuneration policies 2-20 Process to determine remuneration Remuneration Report, Pages 126 - 140 Renumeration Report, Pages 126 - 140 2-21 Annual total compensation ratio Not collated for FY23 2-22 Statement on sustainable development strategy Sustainability, Pages 45 - 51 116 IMDEX Annual Report 2023GRI STANDARD DISCLOSURE LOCATION 2-23 Policy commitments Throughout FY23 Annual Report and Corporate Governance section of website 2-24 Embedding policy commitments Governance, Pages 109 - 115 2-25 Processes to remediate negative impacts Governance, Pages 109 - 115 2-26 Mechanisms for seeking advice and raising concerns Governance, Pages 109 - 115 2-27 Compliance with laws and regulations Governance, Pages 109 - 115 2-28 Membership associations Innovation, Pages 86 - 87 2-29 Approach to stakeholder engagement How We Govern ESG Risks and Opportunities, Pages 57 -59 GRI 3: Material Topics 2021 3-1 Process to determine material topics Material Topics, Page 53 3-2 List of material topics Material Topics, Page 53 3-3 Management of material topics How We Govern ESG Risks and Opportunities, Page 57 GRI 201: Economic Performance 2016 201-1 Direct economic value generated and distributed Society, Page 107 201-2 Financial implications and other risks and opportunities due to climate change Environment, Pages 91 - 93 201-3 Defined benefit plan obligations and other retirement plans Not collated for FY23 201-4 Financial assistance received from government Society, Page 107 117 IMDEX Annual Report 2023GRI STANDARD DISCLOSURE LOCATION GRI 204: Procurement Practices 2016 204-1 Proportion of spending on local suppliers Society, Page 107 GRI 205: Anti-corruption 2016 205-1 Operations assessed for risks related to corruption Governance, Pages 109 - 115 GRI 302: Energy 2016 GRI 303: Water and Effluents 2018 205-2 Communication and training about anti- corruption policies and procedures Governance, Pages 109 - 115 205-3 Confirmed incidents of corruption and actions taken Governance, Pages 109 - 115 302-1 Energy consumption within the organisation Environment, Page 101 302-2 Energy consumption outside of the organisation Data not collated for FY23 302-3 Energy intensity Environment, Page 101 302-4 Reduction of energy consumption Data not collated for FY23 302-5 Reductions in energy requirements of products and services Data not collected for FY23 303-1 Interactions with water as a shared resource Data not collated for FY23 303-2 Management of water discharge-related impacts Environment, Pages 97 and 101 303-3 Water withdrawal Environment, Pages 97 and 101 303-4 Water discharge Environment, Pages 97 and 101 303-5 Water consumption Environment, Pages 97 and 101 GRI 305: Emissions 2016 305-1 Direct (Scope 1) GHG emissions Environment, Page 94 305-2 Energy indirect (Scope 2) GHG emissions Environment, Page 94 305-3 Other indirect (Scope 3) GHG emissions Environment, Page 94 305-4 GHG emissions intensity Environment, Pages 94 - 96 and 101 305-5 Reduction of GHG emissions Environment, Pages 93 and 51 305-6 Emissions of ozone-depleting substances (ODS) Data not collated for FY23 305-7 Nitrogen oxides (NOx), sulfur oxides (SOx), and other significant air emissions Data not collated for FY23 118 IMDEX Annual Report 2023GRI STANDARD DISCLOSURE LOCATION GRI 306: Waste 2020 306-1 Waste generation and significant waste- related impacts Data not collated for FY23 306-2 Management of significant waste-related impacts Data not collated for FY23 306-3 Waste generated Data not collated for FY23 306-4 Waste diverted from disposal Data not collated for FY23 306-5 Waste directed to disposal Data not collated for FY23 GRI 308: Supplier Environmental Assessment 308-1 New suppliers that were screened using environmental criteria About IMDEX, Page 15 2016 GRI 401: Employment 2016 308-2 Negative environmental impacts in the supply chain and actions taken Data not collated for FY23 401-1 New employee hires and employee turnover People, Pages 76 - 81 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees People, Pages 76 - 81 401-3 Parental leave People, Pages 76 - 81 GRI 403: Occupational Health and Safety 2018 403-1 Occupational health and safety management system People, Pages 62 - 73 and 80 - 81 403-2 Hazard identification, risk assessment, and incident investigation People, Pages 62 - 73 and 80 - 81 403-3 Occupational health services People, Pages 62 - 73 and 80 - 81 403-4 Worker participation, consultation, and communication on occupational health and safety People, Pages 62 - 73 and 80 - 81 403-5 Worker training on occupational health and safety People, Pages 62 - 73 and 80 - 81 403-6 Promotion of worker health People, Pages 62 - 73 and 80 -81 403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships People, Pages 62 - 73 and 80 - 81 403-8 Workers covered by an occupational health and safety management system People, Pages 62 - 73 and 80 -81 403-9 Work-related injuries 403-10 Work-related ill health People, Pages 62 - 73 and 80 - 81 People, Pages 62 - 73 and 80 -81 119 IMDEX Annual Report 2023GRI STANDARD DISCLOSURE LOCATION GRI 404: 404-1 Average hours of training per year per Training and Education 2016 employee People, Page 81 404-2 Programs for upgrading employee skills and transition assistance programs People, Pages 74 - 79 404-3 Percentage of employees receiving regular performance and career development reviews People, Page 81 GRI 405: Diversity and Equal Opportunity 2016 405-1 Diversity of governance bodies and employees People, Pages 80 - 81 405-2 Ratio of basic salary and remuneration of women to men GRI 406: 406-1 Incidents of discrimination and corrective Non-discrimination 2016 actions taken GRI 408: Child Labor 2016 408-1 Operations and suppliers at significant risk for incidents of child labor GRI 409: Forced or 409-1 Operations and suppliers at significant risk for Compulsory Labor 2016 incidents of forced or compulsory labor GRI 411: Rights of 411-1 Incidents of violations involving rights of Indigenous Peoples 2016 indigenous peoples People, Pages 80 - 81 Governance, Page 115 Governance, Pages 114 - 115 Governance, Page 112 Governance, Page 115 GRI 413: Local Communities 413-1 Operations with local community engagement, 2016 impact assessments, and development programs Data not collated for FY23 413-2 Operations with significant actual and potential negative impacts on local communities Data not collated for FY23 GRI 416: Customer Health 416-1 Assessment of the health and safety impacts and Safety 2016 of product and service categories Innovation, Pages 82 - 83 416-2 Incidents of non-compliance concerning the health and safety impacts of products and services Innovation, Page 89 GRI 418: Customer Privacy 418-1 Substantiated complaints concerning breaches 2016 of customer privacy and losses of customer data Innovation, Page 89 120 IMDEX Annual Report 2023Sustainability Accounting Standards Board Index SECTION REFERENCE OR RESPONSE REFERENCE (PAGE) SASB - EXTRACTIVES AND MINERAL PROCESSING INDUSTRY - METALS AND MINING SUB-INDUSTRY ENVIRONMENT GHG Emissions reduction Scope 1 emissions; strategy to minimise Scope 1 emissions, targets and analysis Environment 91 - 101 Air Quality Emissions of (1) CO, (2) Nox (excluding N2O), (3) SOx, (4) particulate matter, (5) mercury, (6) lead and (7) volatile organic compounds Data not collated for FY23 Energy Management Energy consumed; percentage from grid electricity; percentage from renewable sources Environment 91 - 101 Waste and hazardous material management Water and wastewater management EMPLOYEES Health and safety GOVERNANCE Business ethics Total weight of tailings waste, percentage recycled, weight of mineral waste and percentage recycled, and number of tailings improvements Total fresh water withdrawn, consumed, and number of incidents of non-compliance associated with water quality permits, standards and regulation (1) MSHA all-incidence rate, (2) fatality rate, (3) near-miss frequency rate (NMFR) and (4) average hours of health, safety and emergency response training for (a) full time employees, and (b) contract employees Policies to prevent bribery and corruption, production in countries with the 20 lowest rankings in Transparency International’s Corruption Perception Index (CPI), number of active projects and backlog in countries with the 20 lowest CPI rankings. Environment 91 - 101 Environment 91 - 101 People 62 - 81 Governance 109 - 115 SASB - INFRASTRUCTURE INDUSTRY - ENGINEERING AND CONSTRUCTION SERVICES SUB-INDUSTRY ENVIRONMENT Environmental impacts of project development Incidents of non-compliance with environmental permits, standards and regulations, discussion of processes Environment 101 CUSTOMER Product quality and safety Amount of defect- and safety-related rework costs, total amount of monetary losses as a result of legal proceedings associated with defect- and safety-related incidents Governance 115 121 IMDEX Annual Report 2023IMDEX LIMITED and its controlled entities DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 Directors’ Report The Directors of IMDEX Limited (“IMDEX” or “the Company”) present their report together with the annual Financial Report of the Company and its Subsidiaries (“the Group”) for the financial year ended 30 June 2023. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows: Directors The names and particulars of the Directors of the Company during or since the end of the financial year are: Name Role Particulars Mr. A. Wooles Independent, Non-Executive Chairman Mr. I. Gustavino Independent, Non-Executive Director Ms. S. Layman Independent, Non-Executive Director Ms. T. Arlaud Independent, Non-Executive Director  Corporate Advisor and Executive  Director and Chairman since 1 July 2016  Chair of the Remuneration and Nomination Committee  Member of the Audit, Risk and Compliance Committee  Has held executive and advisory roles in diverse industries including mining, oil and gas, power generation, manufacturing, telecommunications, food and beverages and retail Non-Executive Director of High Peak Royalties Limited (ASX: HPR) (2012 – current) Corporate Advisor Director since 3 July 2015    Member of the Remuneration and Nomination Committee  Prior to his role as a corporate advisor, Mr. Gustavino was a co-founding shareholder and Director of Surpac Software, now Dassault Systèmes GEOVIA Inc. Non-Executive Chairman of CV Check Limited (ASX: CV1) (2018 – current) Engineer and Certified Practising Accountant Director since 6 February 2017 Chair of the Audit, Risk and Compliance Committee     Member of the Australian Institute of Company Directors and CPA Australia  Extensive experience within the mining sector and financial markets with significant international and cross commodity experience. Previously Division Director – Metals & Energy Capital Division at Macquarie Bank Limited Non-Executive Director of Pilbara Minerals Ltd (ASX: PLS) (2018 – current), Beach Energy Limited (ASX: BPT) (2019 – current) and Newcrest Mining Ltd (ASX: NCM) (2020 – current) Corporate Advisor Director since 10 February 2021 Since 2019, Ms Arlaud has been Chief Executive Officer – Mining Specialist at IMB, Inc, Frisco in Colorado, USA. Prior to this role she was Regional Director Mining for the US and Western Canada/Mass Mining Lead (Globally) Non-Executive Director of Global Atomic Corporation (TSX: GLO) (2020 – current) , Seabridge Gold (TSX: SEA, NYSE:SA) (2021 – current) and IGO Limited (ASX: IGO) (2022 – current).        Mr. U. Airhiavbere (appointed 19 December 2022) Independent, Non-Executive Director  MBA, MA, BA with Hon   Director since 19 December 2022 Currently the Chief Commercial Officer, Worldwide Energy and Mining, for Microsoft Corporation, where he leads Microsoft’s end-to-end commercial strategy in the energy and mining industries. Prior to this role, he spent nine years with GE Oil & Gas in the roles of Senior Manager-Business Development, Business Unit Director and Director of Commercial Operations. 122 Classification | Public IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 Name Role Particulars Mr. K. Dundo (retired 6 October 2022) Independent, Non-Executive Director Lawyer Director since 14 January 2004 and retired 6 October 2022    Member of the Remuneration and Nomination Committee and the Audit, Risk and  Compliance Committee Non-Executive Director of Red 5 Limited (ASX: RED) (2010 – current) and Avenira Limited (ASX: AEV) (2019 – current) Directors’ Meetings The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held during the financial year and the number of meetings attended by each Director (while they were a Director or committee member). Board of Directors Audit, Risk and Compliance Committee Remuneration and Nomination Committee (Number) (Number) (Number) Held Attended Held Attended Held Attended 14 14 14 14 6 3 14 14 14 14 6 3 6 2 6 N/A 4 N/A 6 2 6 N/A 4 N/A 3 3 N/A 2 N/A 1 3 3 N/A 2 N/A 1 Mr. A. Wooles Mr. I. Gustavino Ms. S. Layman Ms. T. Arlaud Mr. U. Airhiavbere Mr. K. Dundo (retired 6 October 2022) Company Secretary Mr. M. Tomasz Mr. Tomasz joined IMDEX in May 2021 and was appointed as Company Secretary effective from 24 May 2021. He is admitted as a barrister and solicitor in the Supreme Court of New South Wales and admitted as a Solicitor in England & Wales. He has experience in both corporate and commercial law gained from a variety of multinational resource and industrial conglomerate companies. Operations Review Principal Activities IMDEX is a leading global mining-tech company that enables resource companies and drilling contractors to safely find, define and mine orebodies with precision, confidence and at speed. The Company’s product offering includes an integrated range of drilling optimisation products, cloud-connected rock knowledge sensors, and data and analytical software. IMDEX’s acquisition of Devico AS ("Devico”) in February 2023 provided clear technology and market leadership in the directional core drilling business globally. The acquisition also brought sensing technologies that complement the Company’s rock knowledge sensors. Classification | Public 123 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 This combined product offering is commodity agnostic and can be applied across the mining value chain. During FY23 IMDEX supported clients in more than 100 countries. The Company partners with drilling contractors and resource companies to provide integrated solutions that unlock real value and provide critical insights. IMDEX has facilities in all key mining regions of the world. Its head office is in Balcatta, Western Australia. The Devico transaction provided additional facilities, including a world-class R&D hub in Trondheim, Norway and greater presence in Europe. Review of Operations A review of the operations of the consolidated entity during the financial year and of the results of those operations is contained in the Annual Report. Dividends The following dividends have been paid by the Company or declared by the Directors since the commencement of the financial year ended 30 June 2023: (i) (ii) FY22 fully-franked final dividend of 1.9 cents (2021: 1.4 cents) per share paid on 11 October 2022; FY23 fully-franked interim dividend of 1.5 cents (2022: 1.5 cents) per share paid on 20 March 2023; and (iii) FY23 fully-franked final dividend of 2.1 cents (2022: 1.9 cents) per share to be paid on 12 October 2023. Changes in State of Affairs Except for the acquisition of Devico (refer to Note 5.2), there were no significant changes in the state of affairs of the Group. Subsequent Events There have been no matters or circumstances that have arisen since the end of the financial year that have significantly affected, or may significantly affect, the operations of the Group, the result of these operations, or the state of affairs of the Group in future financial years. Environmental Regulations The only entity in the Group that is subject to environmental regulations is Samchem Drilling Fluids and Chemicals (Pty) Ltd. They are required to comply with the South African National Water Act, Act No 36 of 1998 which requires the management of effluent discharge. This is controlled through an effluent system. During the current period, IMDEX have not had any reports of environmental regulatory non-compliance globally. More specific details about IMDEX’s sustainability initiatives and performance, including safety, health and environment, can be found on IMDEX’s website www.imdexlimited.com/investors/esg. Non-audit services Details of amounts paid or payable to the auditor for non-audit services provided during the year are outlined in note 5.8 to the financial statements. The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are of the opinion that the fees paid for services provided as disclosed in note 5.8 to the financial statements do not compromise the external auditor’s independence, based on advice received from the Audit, Risk and Compliance Committee, for the following reasons: 124 Classification | Public IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023  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 Code of Conduct APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting 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 an advocate for the Company or jointly sharing economic risks and rewards. Auditor’s Independence Declaration The auditor’s independence declaration is included in the Annual Report immediately prior to the Auditor’s Report. Indemnification of Officers and Auditors During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the Company Secretary, and all Executive Officers of the Company and of any related body corporate against a liability incurred as such by 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 has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor. Rounding Off of Amounts The amounts contained in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) where noted ($’000) under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which this legislative instrument applies. ASX Governance Principles and ASX Recommendations The Australian Securities Exchange Corporate Governance Council sets out best practice recommendations, including corporate governance practices and suggested disclosures (ASX Recommendations). ASX Listing Rule 4.10.3 requires companies to disclose the extent to which they have complied with the ASX Recommendations and to give reasons for not following them. Unless otherwise indicated, the ASX Recommendations including corporate governance practices and suggested disclosures have been adopted by IMDEX for the full year ended 30 June 2023. In addition, the Company has a Corporate Governance section on its website: www.imdexlimited.com (under the “Investors” heading) which includes the relevant documentation suggested by the ASX Recommendations. The IMDEX Group’s Corporate Governance Statement (Statement) for the financial year ended 30 June 2023 is dated as at 30 June 2023 and was approved by the Board of IMDEX (Board) on 26 August 2023. The extent to which IMDEX has complied with the ASX Recommendations during the year ended 30 June 2023, and the main corporate governance practices in place can be viewed in the Corporate Governance section on the Company website. Classification | Public 125 IMDEX Annual Report 2023 REMUNERATION IIMMDDEEXX LLIIMMIITTEEDD Remuneration Report aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 Remuneration Report (Audited) This Remuneration Report for the year ended 30 June 2023 outlines the remuneration arrangements of the Company in accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been audited as required by section 308(3C) of the Act. The report is presented under the following sections: Introduction 1. 2. FY23 highlights and FY24 outlook 3. Remuneration Governance 4. Executive Remuneration Arrangements A. Remuneration principles and strategy B. Approach to setting remuneration and details of incentive plans C. Executive contracts 5. Executive Remuneration Outcomes for FY23 6. Non-Executive Director Remuneration 7. Additional Disclosures Relating to Options and Shares 8. Other Transactions 1. Introduction The Remuneration Report details the remuneration arrangements for Key Management Personnel (KMP) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. The table below details the KMP of the Company during FY23. Each was a KMP for the entire period unless otherwise stated. For the purposes of this report, the term “Executive” includes the Senior Executives of the Company. Non-Executive Directors Mr A. Wooles Mr K. Dundo Mr I. Gustavino Ms S. Layman Ms T. Arlaud Mr U. Airhiavbere Senior Executives Mr P. House Mr P. Evans Mr S. Southwell Ms M. Carey Mr M. Tomasz Non-Executive Chair Non-Executive Director (ceased 6 October 2022) Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director (appointed 19 December 2022) Chief Executive Officer Chief Financial Officer Chief Operating Officer Chief of Product Management and Marketing General Counsel and Company Secretary 126 Classification | Public Page 1 of 68 IMDEX Annual Report 2023 REMUNERATION IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 2. FY23 highlights and FY24 outlook FY23 Executive fixed remunera tion increases 10% average increase An executive remuneration review was conducted whereby each incumbent’s remuneration was assessed against relevant external market comparators, together with individual performance, role complexity and internal relativity. As a result, the CEO’s base salary increased 7% from $750,000 to $800,000 per annum during FY23. Other Senior Executives received annual base salary increases ranging from 2% to 17%. See Section 5 Statutory Remuneration for Executive KMP for more details. FY23 Short- term incentive (“STI”) outcomes 56% of maximum Underlying core business performance and achievement of Corporate objectives relating to STIs have been strong throughout FY23 including EBITDA exceeding budget, Group Lost Time Injury Frequency Rate (LTIFR) beating expectations, and mandatory Compliance and Safety training fully completed. EBITDA: Consistent with prior years, budgeted EBITDA has been adjusted for significant unbudgeted items. Adjustments relate to the unbudgeted acquisition impacts during the year (Devico and Krux) and excess legal fees. Board discretion: Whilst the adjusted EBITDA result exceeded budget, the self- funding nature of the STI plan limited incentive outcomes for senior management (including Executives) up to 32% of their maximum STI. Upon its review of the overall FY23 performance the Board considered the impact of the Devico acquisition requiring senior management to rapidly change tact partway through the year and divert resources to execute on the Company’s most substantial transaction to date. Based on the calculated STI award values for senior management, the Board determined these outcomes to be incongruent with the activities and outcomes realised from the transaction. As such, the Board exercised its discretion for Executives and Senior Management to receive up to a maximum of 56% of their STI opportunity, 50% of which will be awarded in performance rights subject to a 12-month deferral period requiring continued employment. The remaining 50% will be awarded as cash. See Section 5 Executive Remuneration Outcomes for FY23 for more details. FY23 Long-term incentive (“LTI”) outcomes 65% of maximum The 2019 LTI (FY20) three-year performance period ended on 30 June 2022. As a result of performance testing undertaken in September 2022, the Board approved vesting of this award at 65% based on a combined percentile rank of the Company’s TSR and EPS performance relative to the peer companies. Regarding the 2020 LTI (FY21) award the final outcomes will be confirmed in September 2023 and results disclosed in the FY24 Remuneration Report. See Section 5 Executive Remuneration Outcomes for FY23 for more details. FY23 Non- Executive Directors (NEDs) remunera tion increases FY23 Executive Remunera tion Framewor k and FY24 outlook During FY23 the Board reviewed the NED fee structure (including policy base and committee fees) considering relevant benchmarking data and responsibilities of individual members. As a result, effective 1 October 2022, policy base fees increased by $20,000 for both the Chairman (9% increase vs. FY22) and Board members (18% increase vs. FY22). Committee fees have been increased by $5,000 for the Chair (20% increase vs. FY22) and committee members now receive $10,000 (previously no committee member fee). 9-20% increase Note there has been no increase to the aggregate NED fee pool of $950,000 (as approved by shareholders at the 2021 AGM). See Section 6 for disclosures regarding our NEDs. As part of the annual review, the Board in conjunction with external advisors Willis Towers Watson (WTW), considered the current Executive Remuneration Framework (including the STI/LTI) to ensure design principles and outcomes continue to align with requirements of the business whilst remaining market competitive for an ASX200 company. The outcome of the review includes greater disclosure for the treatment of individually significant items when calculating STI and LTI outcomes (see section 4 of this remuneration report). Other opportunities for change will be considered over the coming year including the STI funding and gateway approach and minimum shareholding guidelines. The Board welcomes ongoing shareholder feedback to ensure IMDEX’s remuneration remains appropriate. Classification | Public Page 2 of 68 127 IMDEX Annual Report 2023 IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 3. Remuneration Governance Remuneration and Nomination Committee The Remuneration and Nomination Committee (the Committee) comprises three independent NEDs. The Committee has delegated decision making authority for some matters related to the remuneration arrangements for NEDs and Executives and is required to make recommendations to the Board on other matters. Specifically, the Board approves the remuneration arrangements of the Chief Executive Officer (CEO) and other Executives, and all awards made under the short-term incentive (STI) and long-term incentive (LTI) plans, following recommendations from the Committee. The Board also sets the aggregate remuneration of NEDs, which is then subject to shareholder approval, and NED fee levels. The Committee approves the level of the STI pool, having regard to the recommendations made by the CEO. The Committee meets regularly through the year. The CEO attends certain Committee meetings by invitation, where management input is required and is not present during any discussions related to his own remuneration arrangements. Further information on the Committee’s role, responsibilities and membership can be seen at www.imdexlimited.com Stakeholder consultation As part of the Board’s commitment to good governance, the Committee considers the views of shareholders and other key stakeholders when setting the remuneration framework and / or determining remuneration outcomes for the KMP. Each year the Committee proactively undertakes consultation with institutional shareholders and proxy advisors on remuneration and governance matters. Feedback from stakeholders is considered and used as a key input into decision-making by the Board / Committee for continuous improvement ensuring the appropriateness of KMP remuneration arrangements. The Board / Committee considers the stakeholder consultation approach provides a robust mechanism to inform decisions and outcomes that are in the interests of the Company and its shareholders. Use of remuneration consultants To ensure the Committee is fully informed when making remuneration decisions, it seeks external remuneration advice. Remuneration consultants are engaged by, and report directly to the Committee. In selecting remuneration consultants, the Committee considers potential conflicts of interest and requires independence from the Company’s KMP and other Executives as part of their terms of engagement. During the financial year, the Committee engaged The Reward Practice Pty Ltd as remuneration consultants to provide remuneration services in respect to external benchmarking for NED fees with a total fee of $6,500 for these services. During the period no remuneration recommendations, as defined by the Corporations Act, were provided by The Reward Practice Pty Ltd. Remuneration report approval at 2021 AGM The FY22 Remuneration Report received strong shareholder support at the 2022 AGM with a vote of 99.54% in favour. 128 Classification | Public Page 3 of 68 IMDEX Annual Report 2023 IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 44.. Executive Remuneration Arrangements 4A: Remuneration principles and strategy IMDEX’s Executive remuneration strategy is designed to attract, motivate and retain high performing individuals and align the interests of Executives and shareholders. The following diagram illustrates how the Company’s remuneration strategy aligns with the strategic direction and links remuneration outcomes to performance. Providing leading mining solutions to enhance the productivity and efficiency of our client’s operation across the mining value chain. Business Objective Align the interests of Executives with our shareholders Attract, motivate and retain high performing individuals How our Remuneration Strategy links to our Business Objective   The Remuneration Framework incorporates “at-risk” components, including both short and longer term elements, delivered in cash and equity; and Performance is assessed against financial and non- financial measures, which are linked to IMDEX’s increased growth and profitability and hence, shareholder value.   The remuneration offering is competitive for companies of a similar size and complexity; and Longer-term elements encourage retention. Remuneration Component Vehicle Purpose Link to Performance Base Salary Comprises cash base salary only. Superannuation/Pension Compulsory superannuation/ STI LTI pension contributions plus other cash and non-cash benefits. Half the award is paid in cash and half is granted as deferred performance rights. Awards are made in the form of performance rights. To provide a competitive base salary set with reference to the role, location and experience. Statutory requirement and benefits commensurate with role, location and experience. Focusses the efforts and rewards Executives for their contribution to achieving outcomes that are a priority for the Company in the financial year. The deferred component aligns with prevelant Australian market practice and encourages executive share ownership. Rewards Executives for their contribution to the creation of shareholder value over the longer term. Company and individuial performance considered during the annual remuneration review. Benefits are considered during the annual remuneration review. EBITDA is the key financial metric. Also linked to other internal measures including safety, customer service, implementation of key growth initiatives, risk management, IMDEX values and people and capability. Mandatory Compliance and Safety training completion is also required. Vesting of awards is dependent on Total Shareholder Return (TSR) performance relative to a peer group of companies, Absolute Earnings Per Share (EPS) and the achievement of long-term strategic milestones. Classification | Public Page 4 of 68 129 IMDEX Annual Report 2023 130 IMDEX Annual Report 2023IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 Page 5 of 68 Classification | Public 4B: Approach to setting remuneration and details of incentive plans In FY23, the Executive remuneration framework consisted of base salary and short and long-term incentives as outlined below. Overall remuneration level and mix How is overall remuneration and mix determined? Remuneration levels are considered annually through a review that considers comparative market data, the performance of the Company and individual, and the broader economic environment. The Company aims to reward Executives with a level and mix (proportion of base salary and other benefits, short term incentives and long-term incentives) of remuneration appropriate to their position, responsibilities, and performance within the Company and that which is aligned with targeted market comparators. Comparative companies are based on the following:  Industry peers with similar market capitalisation;  Mining, Equipment, Technology and Services companies with comparable market capitalisation; and  Other industry companies with which IMDEX competes for talent. The Company’s policy is to position Executives base salary around the 62.5 percentile of its targeted market comparators. The chart below summarises the CEO other Executives’ remuneration mix based on maximum opportunity for Fixed Remuneration (base salary plus superannuation), STI and LTI. The mix is considered appropriate for IMDEX based on market relativity and alignment to the Company’s short term and long-term strategic imperatives. Base salary and other benefits How is base salary and other benefits reviewed and approved? Base salary and other benefits are reviewed annually from benchmarked remuneration data, and any changes for Executives are subject to approval from the Board considering recommendations from the Remuneration and Nomination Committee. IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 Short Term Incentives What is the STI plan? The Company operates an annual STI program that is available to Executives subject to the attainment of clearly defined Company and individual financial and non-financial measures. What are the performance criteria and how do they align with business performance? Actual STI payments awarded to each Executive depend on the extent to which performance criteria set at the beginning of the financial year are met. Half the STI award is paid in cash and half is delivered as deferred performance rights (Rights) which may vest after 12 months subject to continued employment. The performance criteria consist of several Key Performance Indicators (KPIs) covering financial and non-financial, corporate, and business unit measures of performance which are focussed on key performance drivers for the business. Within each KPI, stretch objectives are set. Executives will only be eligible for a payment to the extent that the overarching EBITDA Gate is met or exceeded and 100% of mandatory compliance and safety training is achieved. EBITDA is considered a key measure against which Management and the Board assess the short-term financial performance of the Company. Targets are set based on budget, adequacy of challenge and business objectives. Targets reflect business expectations at that time and may vary from prior year performance depending on economic and market conditions. The targets and outcomes may be adjusted (up or down) to exclude the impacts of uncontrollable items such as fair value gains on deferred consideration and gains on sale of investment. The performance criteria and weightings are summarised as follows: Performance Criteria Corporate Safety Weighting Detail of Measures 50% 20% Based on Group EBITDA outcomes* versus target Based on Group LTIFR versus target Based on key measures identified annually for the executive and assessed against expectations for the role. A combination of scores assessed for executives based on individual goals relating to: Individual Performance 30%  Customer Focus and Technical Leadership  Operational Excellence & Quality  Risk, Compliance & Safety  People & Capability  IMDEX Values  Strategic Initiatives As part of the assessment, the participant will be considered against the IMDEX values as part of determining final outcomes. *To provide an accurate representation of the company’s ongoing operational performance and to ensure employee rewards align with sustainable short-term value creation, any unbudgeted non- recurring or non-operational events or transactions that are not expected to occur regularly or are unrelated to the underlying operating activities of the company (i.e. "One-off" or “Individually Significant Items”) such as, gains or losses from business and asset acquisitions, and significant litigation settlements may be excluded from the EBITDA calculation. What is the value of the STI award opportunity? The CEO has a maximum STI opportunity of 50% of base salary. Other Executives have a maximum STI opportunity of up to 35% of base salary if the EBITDA Gate is exceeded and all the stretch targets are met. How are STI payouts determined? On an annual basis, after consideration of performance against KPIs (including satisfying the EBITDA Gate and 100% completion of the mandatory Compliance and Safety training), the Board in line with their responsibilities, determine the amount (if any) of the STI to be paid to each Executive, seeking recommendations from the CEO as appropriate. The use of the EBITDA Gate ensures that the STI payouts are affordable to the business and are capped at the sum of the individual’s maximum opportunity. Classification | Public Page 6 of 68 131 IMDEX Annual Report 2023 IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 If an Executive ceases employment before the end of the financial year, generally no STI is awarded for that year subject to overarching Board discretion. Where a participant ceases employment prior to the deferred portion of their STI award vesting due to resignation or for cause, the Rights will be forfeited. Where a participant ceases employment due to a qualifying reason (death, total and permanent disability, retirement, or redundancy), then vesting will be determined based on the amount of performance period remaining and subject to Board discretion. What happens to STI awards on cessation of employment? What happens to STI awards on cessation of employment? (continued) Long Term Incentive What is the LTI plan? Under the LTI plan, annual grants of performance rights (Rights) are made to Executives to align remuneration with creation of shareholder value over the long-term. How much can Executives earn? The number of Rights granted is calculated on a Face Value basis. The CEO has a maximum LTI opportunity of 100% of base salary. Other Executives have a maximum LTI opportunity of 70% of base salary. How is performance measured? Executives are not eligible to receive dividends, or dividend equivalent payments on unvested Rights. Awards are subject to three measures, weighted as follows: 1) Relative TSR 2) Absolute EPS 3) Strategic Milestones Weighting 50% 20% 30% Purpose To recognise the creation of shareholder value relative to market peers To recognise profitable growth over the long term To recognise the achievement of strategic milestones over the long- term The calculation of each performance measure is outlined below: 1) Relative TSR IMDEX’s TSR is measured relative to a comparator group of ASX-listed companies comprising the ASX300 Resources Index. These companies were chosen as they are of similar size and reflect the Company’s competitors for capital. The TSR for IMDEX and comparator companies is measured over three financial years (e.g., 1 July 2022 to 30 June 2025 for the FY23 LTI grant). Relative TSR measures the percentage change in a company’s share price, plus the value of dividends received during the period, assuming that all those dividends are reinvested into new shares. The proportion of Rights that may vest based on relative TSR performance is determined based on a ranking approach. The TSR for IMDEX and each company in the comparator group is measured and the companies are ranked by their TSR performance with vesting based on the following schedule: TSR percentile ranking of IMDEX TSR Portion of LTI that vests (50%) Below the 50th percentile At the 50th percentile Between the 50th percentile and 75th percentile At or above the 75th percentile Nil vesting 50% Pro-rata 100% 132 Classification | Public Page 7 of 68 IMDEX Annual Report 2023 IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 Note: Notwithstanding the percentile ranking, no vesting will occur for the relative TSR portion where IMDEX’s TSR for the Performance Period is negative. How is performance measured? (continued) 2) Absolute EPS EPS growth targets are set by the Board at the time of the LTI grant. EPS compound annual growth rate (CAGR) performance determines the proportion of rights that may vest relative to absolute EPS as follows: EPS CAGR Below 10% 10% Between 10% and 15% At or above 15% 3) Strategic Milestones EPS Portion of LTI that vests (20%) Nil vesting 50% Pro-rata 100% Strategic milestones and associated measures relating to IMDEX’s long-term objectives are set by the Board at the time of the LTI grant. Each strategic milestone is assessed over the three-year performance period with annual progress reviews undertaken between management and the Board. Due to the sensitive nature of the initiatives related to the strategic milestones, outcomes will be provided in the remuneration report following the conclusion of the performance period. The performance measures are tested at the end of the three-year performance period to determine the number of Rights that vest. There is no opportunity for re-testing. Rights will lapse if the performance measures are not met at the end of the performance period. Where a participant ceases employment prior to their award vesting due to resignation or termination for cause, all Rights will be forfeited. Where a participant ceases employment due to a qualifying reason (death, total and permanent disability, retirement, or redundancy), then vesting will be determined based on the amount of performance period remaining and subject to Board discretion. In these circumstances, vesting will be determined at the discretion of the Board. When is performance measured? What happens on cessation of employment? What happens if there is a change in control? 4C: Executive contracts Remuneration arrangements for KMP are formalised in employment agreements. The following outlines the details of contracts with KMP. CEO – Mr Paul House Mr. House is employed under an ongoing contract, which can be terminated with notice by either side. Under the terms of the present contract:  Mr House receives a base salary of $800,000 per annum.  A maximum STI opportunity of 50% of base salary.  Eligibility to participate in the IMDEX LTI plan on terms determined by the Board. Maximum opportunity is 100% of base salary. Termination provisions Termination provisions specify that the CEO or the Company may terminate the agreement without cause by giving 6 months written notice. In addition to payment for accrued but untaken annual and long service leave, an additional payment of 4 months’ base salary is payable on termination by the Company where termination is affected without cause on 6 months’ notice, inclusive of any redundancy payment payable to the CEO. The Company may otherwise terminate the contract on 3 months’ notice (due to illness or incapacity), 1 months’ notice (for misconduct) or no notice Classification | Public Page 8 of 68 133 IMDEX Annual Report 2023 IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 (if engaged in criminal activity which brings the Company into disrepute). IMDEX can make a payment in lieu of notice for all or some of the applicable notice period. All other Executives are employed on individual open-ended employment contracts that set out the terms of their employment. The termination provisions for other Executives are as follows: Reason Notice period Payment in lieu of notice Treatment of STI on termination Treatment of LTI on termination Resignation Up to 6 months Up to 6 months Unvested awards forfeited. Unvested awards forfeited. Termination for cause None None Unvested awards forfeited. Unvested awards forfeited. Termination in cases of death, disablement, redundancy, without cause Up to 6 months Up to 12 months Unvested awards forfeited subject to Board discretion Vesting will be determined based on the amount of performance period remaining and the Executive’s performance, subject to Board discretion. 5. Executive Remuneration Outcomes for FY23 Company performance A summary of IMDEX’s business performance as measured by a range of financial and other indicators, including disclosure required by the Corporations Act 2001, is outlined in the table below. Measure Revenue ($’000) EBITDA ($’000) Normalised EBITDA ($’000) Net profit before tax ($’000) Net profit after tax ($’000) Share price at start of year (cents) Share price at end of year (cents) Interim dividend (cents) – fully franked Final dividend (cents) – fully franked Special dividend (cents) – fully franked Basic earnings per share (cents) Normalised basic earnings per share (cents) Diluted earnings / (loss) per share (cents) FY23 411,398 100,514 122,5781 54,597 34,995 184.5 189.5 1.5 2.1 - 7.95 12.011 7.55 FY22 341,843 101,987 104,8582 62,566 44,711 204.0 184.5 1.5 1.9 - 11.28 11.852 10.80 FY21 FY20 FY19 264,375 237,691 243,655 78,418 75,5012 44,531 31,667 111.0 204.0 1.0 1.4 0.4 8.01 7.272 7.80 58,072 54,4472 29,142 21,758 131.0 111.0 1.0 0.7 2.0 5.64 4.702 5.46 52,336 52,336 37,452 27,608 123.5 131.0 0.8 1.4 - 7.37 7.37 7.01 1 FY23 stated before $11.1m exceptional litigation costs relating to costs incurred in respect of international IP infringement matters, $10.6m Devico transaction and integration costs and $0.4m impairment loss on COREVIBE. 2 FY22 stated before a net expense of $2.9m impairment loss, being an impairment loss on COREVIBE IP, inventory and associated fixed assets of $14.1m offset by the related $11.2m estimated deferred consideration no longer payable; FY21: $2.9m gain on deferred consideration fair value adjustment for Flexidrill and AusSpec); FY20 $3.6m gain on VES sale. Company performance and its link to short-term incentives An STI payment will only be made to the extent that the overarching EBITDA Gate is met or exceeded and 100% of mandatory compliance and safety training is completed by the Executive. IMDEX’s actual EBITDA performance to budget target over the three financial years from 1 July 2020 to 30 June 2023: Financial year EBITDA vs Gate Mandatory Compliance and Safety training completion: FY23 FY22 FY21 134 Exceeded Exceeded Exceeded Classification | Public Compliance and safety training programs 100% completed by all Executives. Page 9 of 68 IMDEX Annual Report 2023 IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 Performance in FY23 The table below sets out the STI measures for FY23 and performance outcomes against those measures. Funding Gateway: Under the STI, payments for Executives and senior management are 100% profit funded once the adjusted EBITDA target has been achieved. For FY23, whilst the EBITDA Gateway was exceeded, a partial funding resulted for Executive and senior management awards. In accordance with the STI plan rules, the Board in its absolute discretion determines the amount (if any) of the STI to be paid based on organisational performance, business affordability, whilst limiting outcomes for each individual to their maximum % opportunity. In consideration of these factors including the impact of the Devico transaction, the Board exercised its discretion to award a maximum of up to 56% of the STI opportunity for Executives and senior management. Objective Weighting Performance Achieved/Comments % Achieved FY23 EBITDA of $122.6m (normalised) is a material improvement on the FY22 results reflecting growth in the core business and new business initiatives whilst completing 2 strategic business investments (Devico and Krux). Corporate 50% Consistent with prior years, budgeted EBITDA has been adjusted for significant unbudgeted items. Adjustments relate to unbudgeted impacts of the acquisitions (Devico and Krux) and the excess legal fees. 50% All Executives completed 100% of mandatory compliance and safety training. This has resulted in this portion of the STI being awarded in full. Safety 20% Actual LTIFR of 0.83 was significantly ahead of the FY23 target <2.98 resulting in this portion of the STI being awarded in full. 20% Individual objectives for the year related to achieving key results across four strategic pillars: Investing in Culture & Safety, Core Business, Critical Business Systems, and Transformation. Individual 30% Based on individual performance throughout the year, Executives met or exceeded expectations achieving 100% to 120% of outcomes. 30 – 36% The Board assessed the CEO’s individual performance as meeting all expectations at 100%. The following table outlines the STI outcomes for Executives, including the proportion of maximum STI that was earned and forfeited in relation to FY23. Corporate Outcome Safety Outcome Individual Outcomes Executive Mr P. House Mr P. Evans Mr S. Southwell Ms M. Carey Mr M. Tomasz (%) 100 100 100 100 100 (%) 100 100 100 100 100 (%) 100 100 100 120 100 Overall Outcomes (% of base salary) 25.0 STI Awarded1 Percentage of maximum STI ($) 200,000 Awarded 50% Forfeited 50% 17.5 17.5 19.6 17.5 84,000 96,250 94,080 78,750 50% 50% 56% 50% 50% 50% 44% 50% 1. FY23 STI will be paid in September 2023, after the end of the performance period and following the audited financial results. Mandatory Deferral of STI for the Executives To promote increased shareholding in the Company, and in line with approved FY22 changes to the executive remuneration framework, 50% of the FY23 STI award will be awarded as deferred Rights to IMDEX Limited shares. The Rights will be deferred for twelve months, vesting in July 2024 and are subject to continued service. Classification | Public Page 10 of 68 135 IMDEX Annual Report 2023 136 IMDEX Annual Report 2023IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 Page 11 of 68 Classification | Public Company performance and its link to long-term incentives LTI vesting for grants made prior to FY22 is driven by the Company’s TSR and EPS performance relative to the companies within the ASX 300 Resources Index peer group. The chart below shows the performance of Imdex as measured by the Company's three-year relative TSR and EPS compared to the peer group for each of the LTI grants vesting over the past five years. Note the 2020 LTI performance outcomes will be finalised in September 2023 and therefore results will be published in the 2024 Remuneration Report. The following table provides a summary of the Company’s performance and vesting outcomes for each of the LTI grants. 2019 LTI1 2018 LTI 2017 LTI 2016 LTI Grant Date Jul-19 Jul-18 Jul-17 Jul-16 Expiry Date Jun-22 Jun-21 Jul-20 Jul-19 IMDEX 3-year TSR 142% 62% 66% 382% IMDEX 3-year EPS Growth 53% 40% 395% 132% Combined Percentile Rank 68th 69th 81st 76th Vesting Percentage 65% 65% 85% 76% 1. 2019 (FY20) LTI outcome has been updated to reflect final performance testing undertaken in September 2022. 9298737799827252896600548276816699682015 LTI2016 LTI2017 LTI2018 LTI2019 LTILTI AwardIMD vs Peers TSRIMD vs Peers EPSCombined PercentileRank75thpercentile ranking50thpercentile rankinge c n a m r o f r e P % l a t o T n o i t a n m r e T i - e r a h S P I T L l t n e m y o p m e - t s o P % 7 3 % 8 4 % 3 2 % 0 4 % 0 3 % 6 3 % 5 2 % 9 3 % 3 3 % 4 3 - % 2 2 - - % 1 3 % 8 3 2 9 6 , 5 7 4 , 1 , 8 9 7 7 0 6 , 1 6 1 2 , 1 2 7 4 2 3 , 9 2 8 3 0 6 , 1 5 8 0 1 7 , 9 3 8 8 9 0 , 0 3 7 7 5 0 , 0 2 8 1 6 1 , 4 2 7 , 0 1 4 4 6 6 - - - - - - - - - - - - 9 2 5 , 0 5 3 4 5 3 , 6 9 3 0 3 7 , 1 8 1 1 4 , 4 6 1 9 8 5 , 7 5 1 4 1 8 , 0 4 1 9 8 4 , 5 8 9 1 1 , 3 6 1 2 1 3 , 8 5 1 7 0 0 , 8 8 - , 0 5 0 3 7 7 8 9 0 , 1 8 2 6 5 7 , 7 5 - 7 3 1 3 6 , 0 7 7 , 2 0 5 , 4 - - - , 7 8 4 7 9 5 5 , 8 9 0 , 1 8 2 - ) 0 5 8 , 2 1 ( 9 4 6 , 3 3 8 , 1 1 6 7 9 9 - - - - - - - - - - - - - - - - d e t a e r l s t i f e n e B d e s a b 3 s t n e m y a p r e h t O s t i f e n e B r e p u S 0 0 5 , 7 2 0 0 5 7 2 , 0 0 5 , 7 2 0 0 5 7 2 , 0 0 5 , 7 2 0 0 5 7 2 , 0 0 5 , 7 2 0 0 5 7 2 , 0 0 5 , 7 2 0 0 5 7 2 , - 0 0 5 7 2 , - 9 9 8 5 , 0 0 5 , 7 3 1 9 9 8 , 0 7 1 r e h t O 2 s t i f e n e B m r e t - g n o L e v a e L 4 7 8 , 7 2 1 9 2 6 1 , 7 1 6 9 , 3 9 0 , 3 1 9 5 7 , 5 1 9 9 9 8 , 9 5 5 , 6 1 2 8 4 9 1 , 1 6 8 , 3 - - - - 6 4 1 , 7 7 8 7 6 1 4 , ) 1 1 7 , 2 1 ( s t i f e n e b m r e t - t r o h S r e h t O 7 y r a t e n o m - n o N 1 s u n o B l y r a a S h s a C - - - - - - 6 8 8 , 1 - - - - - - 5 1 8 6 3 , 6 8 8 , 1 5 1 8 6 3 , 9 8 7 , 9 6 3 5 6 2 4 , 3 9 8 , 4 3 ) 8 2 1 6 ( , 5 0 5 , 4 7 9 8 7 2 , 4 8 5 , 4 2 6 5 9 5 1 , 8 3 7 , 5 3 0 9 8 , - ) 7 0 6 , 8 1 ( - ) 4 9 4 9 6 ( , 9 0 5 , 9 3 1 0 8 1 1 , 0 0 0 , 0 0 2 0 0 0 , 5 7 3 0 0 0 , 4 8 1 5 3 , 4 6 1 0 5 2 , 6 9 , 0 0 5 4 6 1 0 8 0 , 4 9 , 0 0 0 4 5 1 0 5 7 , 8 7 , 0 0 0 0 4 1 - 0 0 0 , 0 0 8 0 0 0 , 0 5 7 0 0 0 , 0 8 4 3 7 5 , 9 6 4 0 0 0 , 0 5 5 0 0 0 , 0 7 4 0 0 0 , 0 8 4 0 0 0 , 0 4 4 0 0 0 , 0 5 4 0 0 0 , 0 0 4 - 8 0 8 , 3 1 1 6 0 2 , 4 2 3 - - - 7 6 7 , 2 0 1 0 8 0 , 3 5 5 0 0 0 , 0 6 7 , 2 , 9 5 6 1 1 1 1 , , 6 4 5 6 5 9 2 , r a e Y 3 2 Y F 2 2 Y F 3 2 Y F 2 2 Y F 3 2 Y F 2 2 Y F 3 2 Y F 2 2 Y F 3 2 Y F 2 2 Y F 3 2 Y F 2 2 Y F 3 2 Y F 2 2 Y F 3 2 Y F 2 2 Y F 4 e s u o H . P r M e v i t u c e x E l l e w h t u o S . S r M s n a v E . P r M y e r a C . M s M z s a m o T . M r M 5 n a g e R . M r M 6 e c i r P . T r M s l a t o T e h t f o t n e n o p m o c d e r r e f e d e h t h c t a m o t d e v l o s e r o s l a d r a o B e h T . e c i v r e s d e u n i t n o c o t j t c e b u s e r a d n a 4 2 0 2 n i g n i t s e v , s r a e y e e r h t r o f d e r r e f e d e r e w s t h g R e h T . s e r a h s d e t i i m i L X E D M I o t i s t h g R o t n i d r a w a 1 2 Y F e r i t n e s i h r e f e d o t d e e r g a d r a o B e h t d n a , l d e t c e e e s u o H r M 8 6 f o 2 1 e g a P c i l b u P | n o i t a c i f i s s a C l . e g n a h c s i h t f o e v i t c e l f e r s i l e v o b a e b a t e h t n i 3 2 Y F d n a 2 2 Y F r o f a t a D . 1 2 0 2 r e b m e t p e S 1 n o P M K f o r e b m e m a s a d e s a e c d n a y n a p m o C e h t h t i w l t n e m y o p m e t f e l e c i r P r M . e g n a h c s i h t f o e v i t c e l f e r s i l e v o b a e b a t e h t n i 3 2 Y F d n a 2 2 Y F r o f a t a D . 2 2 0 2 l i r p A 1 n o P M K f o r e b m e m a s a d e s a e c d n a y n a p m o C e h t h t i w l t n e m y o p m e t f e l n a g e R r M . d o i r e p e h t r e v o e c i v r e s d e u n i t n o c s ’ e s u o H r M o t j t c e b u s , e t a d g n i t s e v e r u t u f e h t t a d r a w a . t n e m e v o m e v a e l l a u n n a f o e s n e p x e g n i t n u o c c a e h t e d u l c n i s t i f e n e b y r a t e n o m - n o n e h T . s e v i t u c e x E o t d e t n a r g n e e b e v a h t a h t l s d r a w a d e t a e r - y t i u q e f o e u a v r i l a f d e s i t r o m a e h t e r a d n a s d r a d n a t S g n i t n u o c c A n a i l a r t s u A h t i w e c n a d r o c c a n i d e t a u c l l a c e r a s t n e m y a p d e s a b - e r a h S P I T L . I T S e h t f o l a r r e f e D y r o t a d n a M – 5 n o i t c e S o t r e f e r e s a e P l . s e r a h s d e t i m i L X E D M I o t i s t h g R d e r r e f e d s a d e d r a w a e b l l i i w % 0 5 g n n a m e r e h T . i d o i r e p e c n a m r o f r e p e h t f o d n e e h t r e t f a , 3 2 0 2 r e b m e t p e S n i h s a c n i i d a p e b l l i w I T S 3 2 Y F e h t f o % 0 5 . 3 2 Y F n i s t n e m e v o m e v a e l e c i v r e s - g n o l f o e s n e p x e g n i t n u o c c a e h t e r a s t i f e n e b m r e t - g n o l r e h t O . 1 . 2 . 3 . 4 . 5 . 6 . 7 137 . s t n e m e r i u q e r g n i t n u o c c a y r o t u t a t s h t i w e c n a d r o c c a n i d e t a u c l l a c , 2 2 Y F d n a 3 2 Y F n i P M K e v i t u c e x E r o f n o i t a r e n u m e r l a t o t l t u o s t e s e b a t g n w o i l l o f e h T 3 2 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F T R O P E R ’ S R O T C E R D I P M K e v i t u c e x E r o f n o i t a r e n u m e R y r o t u t a t S II DD EE TT MM II LL XX EE DD MM II ss ee ii tt ii tt nn ee dd ee ll ll oo rr tt nn oo cc ss tt ii dd nn aa IMDEX Annual Report 2023 IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 6. Non-Executive Director Remuneration Remuneration policy The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders. The amount of aggregate remuneration sought to be approved by shareholders and the fee structure is reviewed annually against fees paid to Non-Executive Directors of comparable ASX listed companies with similar market capitalisation of the Company, as well as similar sized industry comparators. The Board considers advice from external consultants when undertaking the annual review process. The Company’s constitution and the ASX listing rules specify that the NED fee pool shall be determined from time to time by a general meeting. The latest determination was at the 2021 AGM when shareholders approved an aggregate fee pool of $950,000 per annum. Structure The remuneration of NEDs consists of Director Fees and Committee Fees. The payment of additional fees for serving as a Chair on a committee recognises the additional time commitment required by NEDs who serve on sub-committees. To ensure independence, NEDs do not participate in any incentive schemes. The table below summarises the NED fee policy for FY23c: Director Fees Board Chair Non-Executive Directors Committee Fees Committee Chair Committee Member $240,000 $130,000 $30,000 $10,000 The remuneration of NEDs for FY23 and FY22 is detailed below. Non-Executive Director Mr. A. Wooles Ms. S. Layman Mr. K. Dundo1 Mr. I. Gustavino Ms T. Arlaud Mr U Airhiavbere2 Totals Year FY23 FY22 FY23 FY22 FY23 FY22 FY23 FY22 FY23 FY22 FY23 FY22 FY23 FY22 Short-term benefits Post-employment benefits Director Fees Committee Fees Superannuation 234,615 220,000 125,000 110,000 26,754 100,000 119,299 100,000 125,000 110,000 70,000 - 700,668 640,000 28,654 25,000 28,750 25,000 287 - 7,263 - 5,615 - 3,864 - 74,433 50,000 - - - - 2,839 10,000 5,939 10,000 - - - - 8,778 20,000 1. 2. Mr K. Dundo retired from the Board effective 6 October 2022. Mr U Airhiavbere appointed to the NED effective 19 December 2022. Total 263,269 245,000 153,750 135,000 29,880 110,000 132,501 110,000 130,615 110,000 73,864 - 783,879 710,000 138 Classification | Public Page 13 of 68 IMDEX Annual Report 2023 IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 7. Additional Disclosures Relating to Options and Shares Performance Rights awarded, vested and lapsed during the year The following table sets out the Rights held by Executives, including the movements in Rights held during FY23. Executive Mr P. House Mr P. Evans Mr S. Southwell Ms M. Carey Mr M. Tomasz Balance at start of period 1 July 2022 1,109,682 452,786 357,570 455,392 168,453 Granted as remuneration Performance Rights exercised Performance Rights lapsed/ forfeited 511,658 216,671 242,099 213,989 199,481 (126,190) (88,252) (32,246) (84,574) (66,613) (46,587) (23,134) (44,645) Balance1 at end of period 30 June 2023 1,428,537 534,618 544,289 540,162 367,934 Totals 2,543,883 1,383,898 (331,262) (180,979) 3,415,540 1. Includes Performance Rights held directly, indirectly and beneficially by Executives. KMP Shareholdings The table below details the number of shares held in IMDEX and the movement during FY23. Class of shares Balance at start of period 1 July 2022 Shares allocated under remuneration framework1 Non-Executive Directors Mr A. Wooles Ms S. Layman Mr K. Dundo 3 Mr I. Gustavino Ms T. Arlaud Mr. U. Airhiavbere Senior Executives Mr P. House Mr P. Evans Mr S. Southwell Ms M. Carey Mr M. Tomasz Totals Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 250,000 70,000 204,546 - - - 266,419 689,189 36,795 270,743 - - - - - - - 126,190 88,252 32,246 84,574 - Net change Other Balance 1at end of period 30 June 2022 1,363,636 1,613,636 87,083 - 22,728 - - 521,794 (85,833) 14,000 6,769 - 157,083 204,546 22,728 - - 914,403 691,608 83,041 362,086 - Number of Performance Rights2 not vested at year- end - - - - - - 1,428,537 534,618 544,289 540,162 367,934 1,787,692 331,262 1,930,177 4,049,131 3,415,540 1. 2. 3. All shares were issued for nil consideration. Includes Ordinary Shares and Performance Rights held directly, indirectly and beneficially by KMP. Mr K. Dundo retired from the Board effective 6 October 2022. Closing balance is at this date. Classification | Public Page 14 of 68 139 IMDEX Annual Report 2023 IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2023 8. Other Transactions There are no other transactions and balances with key management personnel and their related parties. End of Remuneration Report. Signed in accordance with a resolution of the Directors made pursuant to S.298(2) of the Corporations Act 2001. On behalf of the Directors Mr. Anthony Wooles Chairman PERTH, Western Australia, 26 August 2023 140 Classification | Public Page 15 of 68 IMDEX Annual Report 2023 IIMMDDEEXX LLIIMMIITTEEDD aanndd iittss ccoonnttrroolllleedd eennttiittiieess DIRECTORS’ DECLARATION The Directors declare that: (a) (b) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the Group; (c) in the Directors’ opinion, the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, as stated in note 1.1 to the financial statements; and (d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001. At the date of this declaration, the company is within the class of companies affected by ASIC Corporations (Wholly owned Companies) Instrument 2016/785. The nature of the deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee. In the directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which ASIC Corporations (Wholly owned Companies) Instrument 2016/785 applies, as detailed in note 5.3 to the financial statements will, as a group, be able to meet any liabilities to which they are, or may become, subject because of the deed of cross guarantee. Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001. Dated at PERTH, Western Australia, 26 August 2023 Mr. Anthony Wooles Classification | Public Page 16 of 68 141 IMDEX Annual Report 2023 142 IMDEX Annual Report 2023Contents Contents Financial Statements Financial Statements 144 83 Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Consolidated Statement of Cash Flows 144 84 145 85 146 86 147 87 Notes to the Financial Statements Notes to the Financial Statements About this Report About this Report 1.1 Basis of Presentation 1.1 Basis of Presentation 1.2 Basis of Consolidation 1.2 Basis of Consolidation 1.3 Changes to Accounting Policies 1.3 Changes to Accounting Policies 1.4 Critical Accounting Judgements and 1.4 Critical Accounting Judgements and Key Sources of Estimation Uncertainty Key Sources of Estimation Uncertainty 148 148 88 88 Operating Performance Operating Performance 2.1 Earnings per Share 2.1 Earnings per Share 2.2 Segment Information 2.2 Segment Information 2.3 Revenue and Expenses 2.3 Revenue and Expenses 2.4 Dividends 2.4 Dividends 2.5 Other Income 2.5 Other Income 2.6 Impairment Loss Net of Related 2.6 Net impairment loss Fair Value Adjustment 2.7 Significant Items Debt & Capital 3.1 Cash Debt & Capital 3.2 Borrowings 3.1 Cash and cash equivalents 3.3 Issued Capital 3.2 Borrowings 3.4 Financial Risk Management 3.3 Issued Capital 3.5 Commitments For Expenditure 3.4 Financial Risk Management 150 90 96 156 3.5 Commitments for Expenditure Other Assets & Liabilities 97 4.1 Trade and Other Receivables Other Assets & Liabilities 4.2 Inventories 4.1 Trade and Other Receivables 4.3 Property, Plant & Equipment 4.2 Inventories 4.4 Leases 4.3 Property, Plant & Equipment 4.5 Intangible Assets 4.4 Leases 4.6 Trade & Other Payables 4.5 Intangible Assets 4.7 Provisions 4.6 Trade & Other Payables 4.8 Deferred Consideration 4.7 Provisions 4.9 Investment in an associate 4.8 Deferred Consideration 4.9 Investment in Associates 4.10 Assets Classified as Held For Sale Other 5.1 Taxation 162 106 5.2 Acquisition of Assets/Subsidiaries Other 5.3 Parent Entity & Subsidiary Information 5.1 Taxation 5.4 Reserves 5.2 Acquisition of Assets/Subsidiaries 174 5.5 Contingent Assets & Liabilities 5.3 Parent Entity & Subsidiary Information 5.6 Key Management Personnel Compensation 5.4 Reserves 5.7 Related Party Transactions 5.5 Contingent Assets & Liabilities 5.8 Auditor Remuneration 5.6 Key Management Personnel Compensation 5.9 Subsequent Events 5.7 Related Party Transactions 5.8 Auditor Remuneration Auditor’s Independence Declaration 5.9 Subsequent Events Auditor Report 127 128 Auditor’s Independence Declaration Additional Securities Exchange Information 132 Auditor Report 188 189 Shareholder Information Additional Securities Exchange Information 194 Shareholder Information 196 136 143 IMDEX Annual Report 2023 IMDEX LIMITED FINANCIAL STATEMENTS and its controlled entities CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE Consolidated Statement of Profit or Loss and Other Comprehensive Income INCOME for the Year Ended 30 June 2023 FOR THE YEAR ENDED 30 JUNE 2023 Continuing operations Revenue from sale of goods, rentals and software Other income Raw materials and consumables used Employee benefits expense Depreciation and amortisation expense Finance income Finance costs Impairment loss net of related fair value adjustment Other expenses Share of loss of associates Profit before tax from continuing operations Income tax expense Profit for the period from continuing operations Other comprehensive income Items that may be reclassified subsequently to profit or loss Exchange differences arising on the translation of foreign operations Other comprehensive income for the year, net of income tax Total comprehensive income for the year Profit attributable to owners of the parent Year Ended 30 June 2023 $’000 Year Ended 30 June 2022 $’000 Notes 2.3 2.5 2.3 2.3 2.3 2.7 2.3 4.9 5.1 411,398 - (129,336) (103,981) (41,188) 996 (5,725) (372) (75,523) (1,672) 54,597 (19,602) 34,995 341,843 526 (104,543) (83,777) (36,209) 186 (3,398) (2,871) (48,516) (675) 62,566 (17,855) 44,711 4,715 4,715 39,710 3,813 3,813 48,524 34,995 44,711 Total comprehensive income attributable to owners of the parent 39,710 48,524 Earnings per share Basic profit per share (cents) Diluted profit per share (cents) 2.1 2.1 7.95 7.55 11.28 10.80 The Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. 144 Classification | Public Page 18 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Consolidated Statement of Financial Position as at 30 June 2023 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2023 Current assets Cash and cash equivalents Trade and other receivables Inventories Current tax assets Assets classified as held for sale Other Total current assets Non-current assets Property, plant and equipment Right-of-use assets Intangible assets Investment in associates Deferred tax assets Other Total non-current assets Total assets Current liabilities Trade and other payables Lease liabilities Deferred consideration Current tax liabilities Borrowings Provisions Total current liabilities Non-current liabilities Lease liabilities Borrowings Provisions Deferred tax liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity Notes 3.1 4.1 4.2 5.1 4.10 4.3 4.4 4.5 4.9 5.1 4.6 4.4 4.8 5.1 3.2 4.7 4.4 3.2 4.7 5.1 3.3 5.4 30 June 2023 $’000 30 June 2022 $’000 58,128 90,072 68,627 7,126 7,351 11,346 242,650 58,185 32,120 420,868 13,871 33,815 4,635 563,494 806,144 46,319 5,789 - 4,474 28,000 7,973 92,555 32,511 95,048 293 29,529 157,381 249,936 556,208 401,164 20,680 134,364 556,208 36,368 73,349 57,061 1,939 - 7,201 175,918 55,538 28,189 97,793 5,031 27,590 3,551 217,692 393,610 34,696 4,301 2,936 5,565 - 6,067 53,565 30,350 12,166 303 - 42,819 96,384 297,226 169,078 13,635 114,513 297,226 The Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. Classification | Public 145 Page 19 of 68 IMDEX Annual Report 2023 i d e n a t e R i s g n n r a E s e r a h S i d a P y l l u F y r a n d r O i l a t o T s e v r e s e R t n e m y a P e v r e s e R d e s a b - e r a h S l a t o T 0 0 0 ’ $ y t i t n E e h t f o l o t e b a t u b i r t t A l s r e d o H y t i u q E 3 1 8 3 , 1 1 7 4 4 , 4 2 5 8 4 , 4 1 8 4 , 9 4 3 5 7 5 7 , ) 4 1 2 4 ( , 0 1 2 ) 3 8 0 , 3 1 ( 6 2 2 , 7 9 2 5 1 7 4 , 5 9 9 4 3 , 0 7 1 8 , 0 1 7 9 3 , 3 4 9 ) 1 1 5 3 ( , - , 4 2 8 5 1 2 0 9 9 2 1 , ) 4 4 1 , 5 1 ( 8 0 2 , 6 5 5 8 6 f o 0 2 e g a P - - - - - - 1 1 7 4 4 , 1 1 7 4 4 , ) 3 8 0 , 3 1 ( 3 1 5 , 4 1 1 - 5 9 9 4 3 , 5 9 9 4 3 , - - - - - - ) 4 4 1 , 5 1 ( 4 6 3 , 4 3 1 - - - - - - - - - 8 7 0 , 9 6 1 - - - - - - 2 7 2 3 , , 4 2 8 5 1 2 - 0 9 9 2 1 , 4 6 1 , 1 0 4 1 5 0 , 3 5 2 5 8 8 , 2 8 8 7 0 , 9 6 1 0 0 0 ’ $ 0 0 0 ’ $ 3 2 0 2 e n u J 0 3 d e d n E r a e Y e h t r o f y t i u q E n i s e g n a h C f O t n e m e t a t S d e t a d s e i t i t n e d e i l l l o r t n o c o s n o C s t i d n a 146 I D E T M I L X E D M I 0 8 6 , 0 2 8 9 4 , 1 2 4 7 6 , 1 ) 2 9 4 , 2 ( 0 0 0 ’ $ 8 8 0 , 1 - 3 1 8 3 , 3 1 8 3 , 4 1 8 4 , 9 4 3 5 7 5 7 , ) 4 1 2 4 ( , - 0 1 2 5 3 6 , 3 1 - 5 1 7 4 , 5 1 7 4 , 0 7 1 8 , 3 4 9 ) 1 1 5 3 ( , ) 2 7 2 3 ( , - 0 0 0 ’ $ 5 6 0 , 8 - - - 7 7 2 6 , 9 4 3 5 7 5 7 , ) 4 1 2 4 ( , - 0 1 2 2 6 2 , 8 1 - - - 3 4 9 6 7 0 9 , ) 1 1 5 3 ( , ) 2 7 2 3 ( , - - - 0 0 0 ’ $ e v r e s e R n g i e r o F y c n e r r u C n o i t a l s n a r T l n a P s t h g i R d e v r e s e R s e r a h S e c n a m r o f r e P r o f 0 0 0 ’ $ s e t o N ) 4 5 8 , 6 ( ) 3 2 1 ( r e t f a s n o i t a r e p o n g e r o f i f o n o i t a l s n a r t n o s e c n e r e f f i d e g n a h c x E 1 2 0 2 e n u J 0 3 t a e c n a a B l I Y T U Q E N I S E G N A H C F O T N E M E T A T S D E T A D I L O S N O C 3 2 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F - - - - - - - 3 1 8 3 , 3 1 8 3 , - - - - - - - - ) 3 6 4 1 ( , ) 1 4 0 , 3 ( ) 6 8 5 , 1 ( - - - - - - - - 5 1 7 4 , 5 1 7 4 , - - - - - - - - - ) 6 0 9 ( 3 2 . 2 5 . 3 2 . 2 5 . 2 5 . 2 5 . r e t f a s n o i t a r e p o n g e r o f i f o n o i t a l s n a r t n o s e c n e r e f f i d e g n a h c x E s t h g i r e c n a m r o f r e p f o t n e m e l t t e s / g n i t n a r G 2 2 0 2 e n u J 0 3 t a e c n a a B l i d a p s d n e d i v i D s r e h t O s t h g i r e c n a m r o f r e p – s t n e m y a p d e s a b e r a h S s t n e m y a p d e s a b - e r a h s e h t n o t c e f f e x a T s t h g i r e c n a m r o f r e p f o t n e m e l t t e S r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T r a e y e h t r o f t i f o r P n o i t a x a t f o n o i t i s i u q c a e h t r o f n o i t a r e d i s n o c l a i t r a p s a d e u s s i s e r a h S S A o c i v e D f o n o i t i s i u q c a e h t o t n o i t a e r n l i g n i s i a r y t i u q E 3 2 0 2 e n u J 0 3 t a e c n a a B l i d a p s d n e d i v i D S A o c i v e D l i a t r o P e n M – s t n e m y a p d e s a b e r a h S s t h g i r e c n a m r o f r e p – s t n e m y a p d e s a b e r a h S s t n e m y a p d e s a b - e r a h s e h t n o t c e f f e x a T r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T r a e y e h t r o f t i f o r P n o i t a x a t l i a t r o P e n M – s t n e m y a p d e s a b e r a h S c i l b u P | n o i t a c i f i s s a C l . s e t o n g n i y n a p m o c c a e h t h t i w n o i t c n u n o c n j i d a e r e b d u o h s l y t i u q E n i s e g n a h C f o t n e m e t a t S e h T IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023 Consolidated Statement of Cash Flows for the Financial Year Ended 30 June 2023 Year Ended 30 June 2023 $’000 Year Ended 30 June 2022 $’000 Notes Cash flows from operating activities Receipts from customers Payments to suppliers and employees Income tax paid Interest received Net cash generated from operating activities Cash flows from investing activities Payment for property, plant and equipment Payment for intangible assets Payment for deferred consideration Payment for acquisitions (net of cash acquired) Payment for the investment in associates Net cash used in investing activities Cash flows from financing activities Repayment of borrowings Proceeds from borrowings, net of costs Interest and other costs of finance paid Proceeds from issue of ordinary shares, net of costs Dividends paid Cash paid due to settlement of performance rights Repayment of lease liabilities Net cash provided by/(used) in financing activities 3.1 4.8 5.2 Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of foreign exchange rate changes Cash and cash equivalents at the end of the financial year 3.1 437,064 (333,015) (22,539) 996 82,506 (20,942) (6,213) (3,308) (305,295) (10,367) (346,125) (15,910) 117,079 (3,202) 215,824 (15,144) (3,511) (9,275) 285,861 22,242 36,368 (482) 58,128 351,748 (282,124) (13,504) 186 56,306 (32,951) (4,715) (1,000) (8,667) (5,706) (53,039) - - (585) - (13,083) (4,214) (7,425) (25,307) (22,040) 58,477 (69) 36,368 The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. Classification | Public Page 21 of 68 147 IMDEX Annual Report 2023 IMDEX LIMITED NOTES TO THE FINANCIAL STATEMENTS and its controlled entities The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. A change in the ownership interest of a subsidiary that does not result in a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:       derecognises the assets liabilities of the subsidiary; (including goodwill) and derecognises the carrying amount of any non-controlling interest; recognises the fair value of the consideration received; recognises the fair value of any investment retained; recognises any surplus or deficit in profit or loss, and; reclassifies to profit or loss or transfers directly to retained earnings, as appropriate, the parent’s share of components other comprehensive income. recognised previously in Certain prior year disclosures have been reclassified for These consistency with the current year presentation. reclassifications are not material to the current period financial report. About this Report ABOUT THIS REPORT IMDEX Limited (the “Company”) is a listed public company, incorporated in Western Australia and along with its subsidiaries (collectively the “Group”) operates in Asia-Pacific, Africa / Europe and the Americas. For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity. 1.1 Basis of Presentation The Financial Report has been prepared on the going concern basis and on the basis of historical cost. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted and accounting policies have been applied consistently in all periods presented. The amounts contained in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) where noted ($’000) under the option available to the Company under ASIC Corporations Reports) Instrument 2016/191. The Company is an entity to which this legislative instrument applies. Financial/Directors’ (Rounding in The Financial Report:     in accordance with Australian has been prepared Accounting Standards (AASBs), including Australian Accounting Interpretations adopted by the Australian Accounting Standards Board, and the Corporations Act 2001. The Financial Report of the Group also complies with International Financial Reporting Standards (IFRSs) and Interpretations as issued by the International Accounting Standards Board (IASB); presents reclassified comparative information where appropriate to enhance comparability with the current period presentation. adopts all new and amended Accounting Standards and Interpretations issued by the AASB that are relevant to the operations of the Group and effective for reporting periods beginning on or after 1 July 2022. Refer to note 1.3 for further details; does not early adopt any Accounting Standards and Interpretations that have been issued or amended but are not yet effective, unless otherwise disclosed. Refer to note 1.3 for further details; and The financial statements were authorised for issue by the Directors on 26 August 2023. 1.2 Basis of Consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved when the Company has power over an entity and is exposed to, or has rights over, the variable returns of the entity, as well as the ability to use this power to affect the variable returns of the entity. 148 Classification | Public Page 22 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities ABOUT THIS REPORT About this Report 1.3 Changes to Accounting Policies The Group has adopted all new and amended Australian Accounting Standards and Interpretations which were required to be applied from 1 July 2022. Amendments to existing standards effective and adopted from 1 July 2022 but not relevant or significant to the Group: AASB2020-3 AASB2021-7 AASB2023-2 Amendments to Australian Accounting Standards – Annual Improvements 2018-2020 and other Amendments Amendments to Australian Effective Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections (insofar as the Standard relates to editorial corrections that are effective for the current year) to Australian Accounting Amendments Standards – International Tax Reform – Pillar Two Model Rules. The Company have applied the above exemption issued on 27 June 2023, which provides temporary relief from the recognition of deferred taxes arising from the Pillar Two reforms in preparation of the financial report. New standards and amendments to standards that have been issued but not yet effective or early adopted by the Group: Amendments to AASB 101 Classification of Liabilities as Current or Non-current Amendments to AASB 108 Disclosure of Accounting Policies and Definition of Accounting Estimates 1.4 Critical Accounting Judgements and Key Sources of Estimation Uncertainty In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other relevant factors. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Significant judgements, estimates and assumptions made by management in the preparation of these financial statements are outlined in the following notes: 2.3 – Revenue recognition – estimating variable consideration for volume rebates 4.1 – Recoverability of receivables 4.3 – Recoverability of non-current assets 4.4 – Leases 4.5 – Intangible assets 4.7 – Provisions 4.8 – Deferred consideration 4.9 – Investments in associates 4.10 – Assets classified as held for sale 5.1 – Taxation 5.2 – Acquisition of subsidiaries/assets 5.4 – Share-based payments Classification | Public 149 Page 23 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OPERATING PERFORMANCE Operating Performance 2.1 Earnings per share Profit attributable to equity holders of the Company in the calculation of basic and diluted earnings per share Weighted average number of ordinary shares for the purposes of basic earnings per share Weighted average number of ordinary shares used in the calculation of diluted earnings per share From continuing operations Basic earnings per share Including individually significant items Excluding individually significant items (Note 2.6) Diluted earnings per share 2023 $’000 2022 $’000 34,995 44,711 Number of Shares 440,417,327 396,452,400 482,234,081 413,861,320 7.95 12.01 7.55 11.28 11.85 10.80 2.2 Segment information The primary means by which the Board views the business and makes key decisions is based on geographical lines. An operating segment is a component of the Group that engages in business activities from which it may earn incur expenses (including revenues and revenues and expenses relating to transactions with other components of the Group), whose operating results are regularly reviewed by the Group’s Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. Management will also consider other factors in determining operating segments such as the existence of a regional general manager and the level of segment information presented to the Board of Directors. Information reported to the CODM for the purposes of resource allocation and assessment of segment performance focuses on the regions serviced. The Directors of the Company have chosen to organise the Group around different geographical markets serviced by the entity’s products and services. No operating segments have been aggregated in arriving at the reportable segments of the Group. All segments are in the business of the manufacture and sale/rental of products and software following the mining sector along geographical lines: the to AM – Americas APAC – Asia Pacific AE – Africa / Europe The operating segment results include the results of the Devico Group following completion of the acquisition on 28 February 2023. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise deferred tax assets, treasury cash, net financing costs for the Group and the corporate portion of head office costs. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period. The following is an analysis of the revenue and results for the year, analysed by reportable segment. 150 Classification | Public Page 24 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Operating Performance OPERATING PERFORMANCE 2.2 Segment information (continued) Segment results Depreciation and amortisation expenses (21,632) (10,339) 2023 Revenue from sale of goods, rentals and software Results before individually significant items Earnings before individually significant items, interest, income tax, depreciation and amortisation Finance income Finance costs Profit before tax Income tax expense Profit after tax Individually significant items (Note 2.6) Gross individually significant items Tax on individually significant items Net individually significant items Profit after tax after individually significant items 2022 Revenue from sale of goods, rentals and software Results before individually significant items Earnings before individually significant items, interest, income tax, depreciation and amortisation Depreciation and amortisation expenses Finance income Finance costs Profit before tax Income tax expense Profit after tax Individually significant items (Note 2.6) Gross individually significant items Tax on individually significant items Net individually significant items Profit after tax after individually significant items AM – Americas APAC – AsiaPac AE – Africa / Europe Segment Total IMDEX Product(i) Un- allocated(iii) Total Central administr ation costs(ii) $’000 $’000 $’000 190,431 119,129 101,838 411,398 - - - 411,398 76,546 44,956 - (484) - (846) 51,993 (8,167) - (275) 173,495 (39,677) (9,568) (1,672) 122,578 (40,138) - (1,605) (869) - - (181) - (76) - (41,188) 996 (4,044) 996 (5,725) 54,430 33,771 43,551 131,752 (40,546) (9,825) (4,720) 76,661 - - - - - - (23,756) (23,756) 54,430 33,771 43,551 131,752 (40,546) (9,825) (28,476) 52,905 - - - - - - - - - - - - 160,404 99,649 81,790 341,843 - - - - - - - - (22,064) (22,064) 4,154 4,154 (17,910) (17,910) 34,995 - 341,843 66,833 (18,186) - 39,179 (9,263) - (541) (780) 40,488 (7,665) - (302) 146,500 (32,591) (8,376) (675) 104,858 (35,114) (821) (274) - (36,209) - (1,623) - - - (147) 186 (1,628) (2,117) 186 (3,398) 65,437 48,106 29,136 32,521 109,763 (33,412) (8,797) - - - - - - (18,457) (18,457) 48,106 29,136 32,521 109,763 (33,412) (8,797) (20,574) 46,980 - - - - - - - - - - - - - - - - - - (2,871) (2,871) 602 602 (2,269) (2,269) 44,711 (i) (ii) (iii) Since the last annual report, IMDEX has redefined IMDEX Technology to IMDEX Product which includes Intellectual Property. IMDEX Product includes Research and Development, Software Development, Product Management and Intellectual Property activities. Prior period figures have been restated. Included in IMDEX Product is R&D spend (excluding capitalised development costs) of $27.4 million (FY22: $26.2 million). Central administration costs comprise the corporate portion of head office costs. Head office costs attributable to operations are allocated to reportable segments in proportion to the revenues earned from those segments. Unallocated items include the share of loss of an associate, Individually Significant Items (ISI), finance income and finance costs associated with the Group treasury function. Interest on lease liabilities is considered directly attributable to the segments and has been included in their segment results. Classification | Public Page 25 of 68 151 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OPERATING PERFORMANCE Operating Performance 2.2 Segment information (continued) Segment assets and liabilities AM – Americas APAC – AsiaPac AE – Africa / Europe Total of all segments Unallocated Consolidated Assets Liabilities 2023 $’000 2022 $’000 2023 $’000 2022 $’000 365,351 164,249 155,383 684,983 121,161 806,144 152,244 119,301 75,553 347,098 46,512 393,610 29,141 46,717 17,027 92,885 157,051 249,936 21,508 44,235 9,974 75,717 20,667 96,384 For the purposes of monitoring segment performance and allocating resources between segments:   All assets are allocated to reportable segments other than tax assets, investment in associate, assets classified as held for sale and treasury cash. All liabilities are allocated to reportable segments other than tax liabilities, the external loan and the deferred consideration. Other segment information 2023 Acquisition of segment net assets 2022 Acquisition of segment net assets AM – Americas $’000 223,557 APAC – AsiaPac $’000 AE – Africa / Europe Unallocated Total $’000 $’000 $’000 59,820 73,646 (21,284) 335,739 7,594 4,787 3,861 5,706 21,948 152 Classification | Public Page 26 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Operating Performance OPERATING PERFORMANCE 2.3 Revenue and expenses Revenue Sale of goods (i) Rentals and software (ii) Note 2023 $’000 166,229 245,169 411,398 2022 $’000 133,860 207,983 341,843 (i) (ii) The Group typically satisfies the obligation associated with the sale of drilling fluids and equipment at a point in time upon shipment or delivery when control is transferred to customers. The Group typically satisfies the obligation to provide rental products and services and software subscriptions over time. Revenue from contracts with customers is recognised at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Revenue is recognised net of allowances for returns and customer claims and any taxes collected from customers, which are subsequently remitted to government authorities. Contract assets and contract liabilities are not material to the Group’s financial position. Determining whether products and services and software subscriptions are considered distinct performance obligations that should be accounted for separately versus together require significant judgement. The Group provides products and services to its customers based on contracts that may contain several elements but for the vast majority of contracts, these elements represent only one single performance obligation for which revenue is recognised. Software revenue is presented together with rental revenue, given the high level of integration between our sensors and software technologies (in particular IMDEX HUB-IQ). The Group may be entitled to variable consideration in several forms which are determined through its agreements with customers. The Group can offer prompt payment discounts, sales rebates or other incentive payments to customers. Sales rebates and other incentive payments are typically awarded upon achievement of certain performance metrics, including volume. The Group utilises forecasted sales data and rebate percentages specific to each customer agreement and updates its judgement of the amount to which the customer is entitled each period, to determine the variable consideration to be received. Expense analysis by nature: Employee benefits expense Salaries and wages (i) Defined contribution superannuation/pension costs Share based payments (i) Depreciation and amortisation expense Depreciation of property, plant and equipment Depreciation of right-of-use assets Amortisation of intangible assets Finance costs Interest on lease liabilities Accretion of interest on deferred consideration Amortisation of borrowing costs Interest and other financing costs Note 4.3 4.4 4.5 4.4 4.8 2023 $’000 (89,671) (6,140) (8,170) (103,981) (26,453) (7,157) (7,578) (41,188) (1,681) - (359) (3,685) (5,725) 2022 $’000 (74,197) (4,766) (4,814) (83,777) (25,170) (6,178) (4,861) (36,209) (1,770) (719) (82) (827) (3,398) Classification | Public 153 Page 27 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OPERATING PERFORMANCE Operating Performance 2.3 Revenue and expenses (continued) Other expenses Consulting, audit and legal expenses (i) (ii) (iii) Facilities and utilities expenses Travel and accommodation (i) Slow-moving and obsolete stock Allowance for expected credit losses Software and network infrastructure (i) Materials associated with developing technologies Other expenses (i) Note 2023 $’000 4.1 (34,854) (4,471) (10,747) (189) (1,658) (5,971) (3,747) (13,886) (75,523) 2022 $’000 (16,191) (3,948) (5,710) (1,182) (917) (4,069) (6,269) (10,230) (48,516) (i) (ii) (iii) The current period expenses include costs associated with the Devico acquisition and integration activity, impacting expenses presented above (salaries and wages: $0.5 million, shared based payments: $1.0 million, consulting expenses: $7.0 million consulting, travel and accommodation: $0.7 million, software and network infrastructure: $0.3 million and others expenses: $1.1 million). Refer to Note 2.6 Individually Significant Items for further disclosures. The current period legal expenses include exceptional litigation costs of $11.1 million (refer to Note 2.6 Individually Significant Items). Includes legal, audit, taxation, share registry, corporate secretarial fees and consulting services. Defined contribution plans Contributions to defined contribution superannuation/pension plans are expensed when incurred. 2.4 Dividends The following dividends have been paid by the Company or declared by the Directors since the commencement of the financial year ended 30 June 2023: (i) (ii) (iii) FY22 fully-franked final dividend of 1.9 cents (2021: 1.4 cents) per share paid on 11 October 2022; FY23 fully-franked interim dividend of 1.5 cents (2022: 1.5 cents) per share paid on 20 March 2023; and FY23 fully-franked final dividend of 2.1 cents (2022: 1.9 cents) per share to be paid on 12 October 2023. The franking account balance is $35.8 million (2022: $40.9 million). 2.5 Other income Other income Other income Note 2023 $’000 2022 $’000 - - 526 526 During the prior period, the Group received $0.7 million of COVID-19 related overseas government grants, of which $0.5 million has been recorded in other income and $0.2 million has been offset against employee benefits expense since they were direct reimbursement for these expenses. 154 Classification | Public Page 28 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OPERATING PERFORMANCE Operating Performance 2.6 Individually significant items (ISIs) Profit after tax includes the following expenses whose disclosure is relevant in explaining the financial performance of the Group: 2023 Exceptional legal costs Devico transaction and integration costs Flexidrill settlement – residual cost (Note 2.7) Total individually significant items Gross $’000 Tax $’000 Net $’000 11,100 10,592 372 22,064 (3,330) (824) - (4,154) 7,770 9,768 372 17,910   Exceptional litigation costs of $11.1 million have been incurred in FY23, relating to costs incurred in respect of international IP infringement matters. Devico transaction and integration costs include M&A, due diligence and integration activities, as well as associated KMP retention costs. 2022 Gross $’000 Tax $’000 Net $’000 Impairment loss net of related fair value adjustment (Note 2.7) Total individually significant items 2,871 2,871 (602) (602) 2,269 2,269 2.7 Impairment loss net of related fair value adjustment Impairment loss net of related fair value adjustment Impairment of inventory Impairment of property, plant and equipment Impairment of intangible assets Fair value gain/(loss) on deferred consideration Note 4.2 4.3 4.5 4.8 2023 $’000 2022 $’000 - - - (372) (372) (1,581) (425) (12,113) 11,248 (2,871) During the current period, the Group finalised a Deed of Termination and Settlement with the prior owners of the Flexidrill technologies, with final settlement of $1.8 million paid in August 2022. This has resulted in a net $0.4 million expense during the period (refer to Note 4.8). During the prior period, an impairment loss net of related fair value adjustment of $2.9 million pre-tax ($2.3 million post tax) has been recognised in relation to COREVIBE tangible and intangible assets, acquired in the acquisition of Flexidrill (completed January 2020). This follows completion of COREVIBE laboratory and field trials throughout the period, through which the technology achieved some benefits, however failed to meet the IMDEX hurdle rates to be a product within our portfolio. As such, the Group has taken the decision to cease further development of the COREVIBE technology. Classification | Public 155 Page 29 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Debit & Capital DEBT & CAPITAL 3.1 Cash and cash equivalents Reconciliation of cash and cash equivalents For the purposes of the Statement of Cash Flows, cash includes cash at bank, cash on hand, deposits at call and cash held in mutual funds. Cash at bank earns interest at floating rates based on daily bank deposit rates. Cash held in mutual funds represent cash investments which generate returns higher than cash at bank and can be accessed immediately if required. Cash at the end of the year as shown in the Statement of Cash Flows is reconciled to the related items in the balance sheet as follows: Cash at bank and on hand Reconciliation from the profit for the year to net cash generated from operating activities Profit for the year Adjustments for non-cash items Depreciation and amortisation of non-current assets Interest paid disclosed as financing activities Allowance for expected credit losses Share options and performance rights expensed Share of loss of an associate Impairment loss net of related fair value adjustment Interest on lease liabilities Accretion of interest on deferred considerations Amortisation of borrowing costs Other Changes in assets and liabilities during the financial year (Increase) / decrease in assets: Current receivables Current inventories Other current assets Other non-current assets Increase / (decrease) in liabilities: Current payables Provision for employee entitlements Current and deferred tax liability Net cash generated from operating activities 2023 $’000 2022 $’000 58,128 36,368 34,995 44,711 41,188 3,685 1,658 8,170 1,672 372 1,681 - 359 512 (9,288) (653) (4,233) (1,084) 5,638 771 (2,937) 82,506 36,209 827 917 4,814 675 2,871 1,770 719 82 (180) (19,471) (18,396) (2,052) 157 (2,148) 450 4,351 56,306 156 Classification | Public Page 30 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities DEBT & CAPITAL Debit & Capital 3.2 Borrowings Current borrowings - secured JP Morgan Australia Non-current borrowings - secured Commonwealth Bank of Australia JP Morgan Australia Total 2023 $’000 28,000 28,000 12,542 82,506 95,048 123,048 2022 $’000 - - 12,166 - 12,166 12,166 30 June 2022 Acquisi tion Drawn Repaid $’000 $’000 $’000 $’000 Foreign Exchange Movement $’000 Capitalised Borrowing Costs $’000 Amortisation Borrowing Costs $’000 30 June 2023 $’000 - - 443 (100) 33 12,542 Total borrowings Commonwealth Bank of Australia Facility JP Morgan Australia Facility Nordea Bank Total 12,166 - - - - 120,000 (7,000) 8,814 - (8,910) 12,166 8,814 120,000 (15,910) All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable fees, premiums paid and transaction costs. After initial recognition, loans and borrowings are subsequently measured at amortised cost using the effective interest method. interest-bearing Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. The key terms of the Commonwealth Bank Facility are as follows: Term: Multicurrency, Multi Option Revolving Facility has no repayment requirements other than at expiry. The facility is due to expire on 1 July 2024. Maximum Facility: $30 million. Drawn Balance at 30 June 2023: borrowings $12.5 million, bank guarantees $1.2 million, credit cards $0.1 million. Undrawn Balance at 30 June 2023: $16.2 million. Effective Interest Rate: 6.47%. - 96 539 (2,820) 326 110,506 - - - (2,920) 359 123,048 The key terms of the JP Morgan Australia A$84 million Amortising Term Loan facility are as follows: Term: Amortising Term Loan with repayment instalments of $7 million per calendar quarter. The facility is due to expire on 19 January 2026. Effective Interest Rate: 5.63%. The key terms of the JP Morgan Australia A$36 million Revolving Working Capital facility are as follows: Term: Multi-currency Revolving Working Capital facility. The facility is due to expire on 19 January 2027. Maximum Facility: $36 million Drawn Balance at 30 June 2023: $36 million. Undrawn Balance at 30 June 2023: nil. Effective Interest Rate: 5.63%. The facilities are secured against the assets of key entities across the IMDEX group, located across Australia, New Zealand, Europe and the Americas, and subject to typical financial covenants. Classification | Public 157 Page 31 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities DEBT & CAPITAL Debit & Capital 3.3 Issued capital Issued and Paid-Up Capital - Fully paid ordinary shares Balance at beginning of the financial year Shares issued relating to the MinePortal acquisition Shares issued in the equity raising related to the acquisition of Devico AS Shares issued as partial consideration for the acquisition of Devico AS 2023 2022 Notes Number $'000 Number $'000 396,452,400 1,578,117 (ii) 3,272 169,078 396,452,400 169,078 (iii) 101,943,277 215,824 (iii) 5,480,847 12,990 - - - - - - Closing balance at end of the financial year (i) 505,454,641 401,164 396,452,400 169,078 (i) (ii) (iii) Fully paid ordinary shares carry one vote per share and carry the right to dividends. During the period, the Company issued 1.6 million ordinary shares in connection with the acquisition of MinePortal. Refer to note 5.2. During the period, the Company issued 101.9 million ordinary shares in the equity raising in connection with the acquisition of Devico AS and issued 5.5m ordinary shares as part of the acquisition consideration. Refer to note 5.2. from the proceeds. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. Where any Group company purchases the Company’s equity instruments, for example as the result of a share buy- back or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the owners of the Company as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of the Company. 3.4 Financial risk management Categories of financial instruments Financial assets carried at amortised cost Cash and cash equivalents Trade and other receivables Financial liabilities carried at amortised cost Trade and other payables Lease liabilities Borrowings Financial risk management objectives 2023 $’000 58,128 94,707 152,835 46,319 38,300 123,048 207,667 2022 $’000 36,368 76,900 113,268 34,696 34,651 12,166 81,513 The Group is exposed to financial risks through the normal course of its business operations. The key financial risks impacting the Group relate to its financial instruments as per those disclosed in the statement of financial position. Specifically, those key risks are considered to be foreign currency risk and interest rate risk. The Group monitors its exposure to these risks on a regular basis and may enter into derivative financial instruments to manage these risks where appropriate. There are no derivative financial instruments in operation at the reporting date. 158 Classification | Public Page 32 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities DEBT & CAPITAL Debit & Capital 3.4 Financial risk management (continued) Foreign currency risk management Exposure The functional currency of the Company is Australian dollars. Certain financial instruments of the Group are exposed to movements in various currencies. The Group undertakes certain transactions denominated in foreign currencies, hence exposures to foreign exchange rate fluctuations arise. Exchange rate exposures are managed with the use of natural hedges where possible and with the use of financial instruments where benefit outweighs cost within approved policy parameters. During the current and prior year no instruments were used to manage foreign derivative exchange risk. The carrying amount in Australian dollars of the Group’s monetary assets and liabilities denominated in currencies other than Australian dollars at the reporting date are as per the table below. Non-Australian dollar liabilities include trade creditors and borrowings recorded in Australian as well as non-Australian entities. Non-Australian dollar assets include cash on hand and debtors recorded in Australian as well as non-Australian entities. Any fluctuation in exchange rates relative to the Australian dollar will cause the below assets and liabilities to change in value. Liabilities Assets 2023 $'000 2022 $'000 2023 $'000 2022 $'000 16,958 17,943 863 680 2,089 667 1,172 47 620 1,175 791 1,476 530 - 50 1,011 63,255 10,066 5,259 13,234 8,017 6,894 2,237 8,785 44,212 5,793 5,569 12,386 4,615 - 2,535 2,960 United States Dollars Euro South African Rand Canadian Dollars Chilean Pesos Norwegian Krone Argentine Pesos Other Sensitivity The Group is mainly exposed to United States Dollars, Euro and Canadian Dollars, Chilean Pesos and Norweigian Krone. The following table details the Group’s sensitivity to a 10% (2022: 10%) increase or decrease in the Australian Dollar against the relevant foreign currencies. United States Dollar Impact 2023 $'000 2022 $'000 Canadian Dollar Impact 2022 2023 $'000 $'000 10% increase 10% decrease 10% increase 10% decrease 10% increase 10% decrease 4,630 (4,630) 2,627 (2,627) Euro Impact 2023 $'000 2022 $'000 920 (920) 462 (462) Norwegian Krone Impact 2023 $'000 572 (572) 2022 $'000 - - Classification | Public 1,091 (1,091) 1,114 (1,114) Chilean Pesos Impact 2022 $'000 2023 $'000 735 (735) 409 (409) 159 Page 33 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities DEBT & CAPITAL Debit & Capital 3.4 Financial risk management (continued) Sensitivity (continued) The following table details the Group’s sensitivity to a 100% (2022: 100%) increase or decrease in the Australian Dollar against Argentine Pesos which is experiencing hyperinflation. 100% increase 100% decrease Argentine Pesos Impact 2023 $'000 2,189 (2,189) 2022 $'000 2,485 (2,485) Profit / (loss) impacts are mainly attributable to exposure on cash, borrowings, trade receivables and payables at the reporting date denominated in the applicable foreign currency. Interest rate risk management The Group’s cash flow is exposed to interest rate risk as entities in the Group borrow, lend and deposit funds at floating rates of interest. The following table details the Group’s pre-tax loss sensitivity to a 1% increase and decrease in variable interest rates: Increased interest rate Decreased interest rate Credit risk management The Group’s maximum exposure to credit risk is the carrying amount of those assets as indicated in the statement of financial position. Credit risk on financial instruments refers to the potential financial loss to the Group that may result from counterparties failing to meet their contractual obligations. The Group manages its counterparty risk by limiting its transactions to counterparties of sound credit worthiness. The Group faced no significant credit exposures at the balance date. Liquidity risk management Ultimate responsibility for liquidity risk management rests with the Board of Directors, who monitors short, medium and long term liquidity requirements through the use of financial models. The treasury function reports regularly to key management Consolidated Impact 2023 $ '000 (1,613) 1,613 2022 $ '000 (468) 468 facilities and personnel and the Board on matters affecting liquidity risk. The Group manages liquidity risk by maintaining adequate reserves, banking facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. At 30 June 2023 the Company/Group has undrawn facilities of $16.2 million. reserve borrowing Maturity of financial liabilities The following tables detail the Company’s and the Group’s remaining contractual maturity for its non–derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group may be required to pay. The table includes both interest and principal cash flows. 2023 Trade and other payables Lease liabilities Borrowings 2022 Trade and other payables Lease liabilities Borrowings 160 Effective interest rate 0-3 months 3 months to 1 year 1-5 years 5+ years Total % $’000 $’000 $’000 $’000 $’000 - 4.6% 5.8% - 4.4% 4.3% 46,319 2,177 7,000 55,496 34,696 1,717 - 36,413 - 6,530 21,000 27,530 - 5,153 - 5,153 - 24,393 95,048 119,441 - 24,361 12,166 36,527 Classification | Public - 21,388 - 21,388 - 18,010 - 18,010 46,319 54,488 123,048 223,855 34,696 49,241 12,166 96,103 Page 34 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities DEBT & CAPITAL Debit & Capital 3.4 Financial risk management (continued) Maturity of financial assets The following tables detail the Company’s and the Group’s remaining contractual maturity for its financial assets. The tables have been drawn up based on the undiscounted cash flows of financial assets including interest that will be earned on those assets except where the Company/Group anticipates that the cash flow will occur in a different period. Effective interest rate 0-3 months 3 months to 1 year 1-5 years 5+ years Total % $’000 $’000 $’000 $’000 $’000 2023 Trade and other receivables Cash 2022 Trade and other receivables Cash 1.6% - 0.4% 90,072 58,128 148,200 73,349 36,368 109,717 - - - - - - 4,635 - 4,635 3,551 - 3,551 - - - - - - 94,707 58,128 152,835 76,900 36,368 113,268 Non- derivative financial instruments 3.5 Commitments for expenditure Recognition and measurement Capital expenditure commitments At 30 June 2023 the Group had $4.2 million capital commitments (2021: $2.5 million). Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular purchases or sales of financial assets are recognised and derecognised on a trade date basis, where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned. Fair value of financial Instruments The Directors consider that the carrying amount of financial assets and liabilities recorded in the financial statements represents or approximate their respective fair values. Classification | Public 161 Page 35 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Other Assets & Liabilities OTHER ASSETS & LIABILITIES 4.1 Trade and other receivables Current Trade receivables Less allowance for expected credit losses Other receivables and accrued income Notes 2023 $’000 2022 $’000 (i) (iii) (ii) 92,374 (6,670) 85,704 4,368 90,072 76,242 (3,951) 72,291 1,058 73,349 (i) The average credit period on sales of goods is approximately 60 days. Trade receivables are interest free unless outside of terms at which point interest may be charged. (ii) The net carrying amount of trade and other receivables approximates their fair values. (iii) Movement in the loss allowance Balance at the beginning of the year Acquisition of subsidiaries Written off during the year Allowance for expected credit losses Balance at the end of the year 5.2 2.3 3,951 1,422 (361) 1,658 6,670 3,505 - (471) 917 3,951 The Expected Credit Loss (ECL) calculation for trade receivables considers both quantitative information from historic losses as well as qualitative information on different debtor profiles. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns. The assessment of the correlation between historical loss rates, forecast economic conditions and ECLs is a significant estimate. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the Directors believe that there is no further credit provision required in excess of the loss allowance above. Ageing of past due but not provided for ECL debtors 0 - 30 days past due 31 - 60 days past due 61 + days past due The Group does not hold any collateral over these balances. 4.2 Inventories Current Raw materials Work in progress Finished goods 8,419 4,105 7,800 20,324 2023 $’000 4,170 1,072 63,385 68,627 9,087 4,666 4,003 17,756 2022 $’000 5,516 1,336 50,209 57,061 Inventories are valued at the lower of cost or net realisable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventory on hand by the method most appropriate to each particular class of inventory, with the majority being valued on a first in first out basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale. Inventory includes a provision for slow moving and obsolete stock of $3.9 million (2022: $3.2 million). In the prior period, a provision for impairment of $1.6 million was recognised in relation to COREVIBE inventory. Refer to Note 2.7 for further details. The Company has refined the definition of raw materials in the current period and restated the prior year balance resulting in a reclassification of $4.1 million from finished goods to raw materials for the prior period. 162 Classification | Public Page 36 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Other Assets & Liabilities OTHER ASSETS & LIABILITIES 4.3 Property, plant and equipment Plant and Equipment at cost $’000 Leasehold Improvements at cost $’000 Capital Works in Progress at cost TOTAL $’000 $’000 Notes 2023 Cost Accumulated depreciation and impairment loss Total carrying value Movement Carrying amount at the beginning of the year Additions/transfers within property, plant and equipment (i) Acquisition of subsidiaries Depreciation expense Foreign currency exchange differences Carrying amount at the end of the year 2022 Cost Accumulated depreciation and impairment loss Total carrying value Movement Carrying amount at the beginning of the year Additions/transfers within property, plant and equipment (i) Transfer from inventory Transfer within property, plant and equipment Depreciation expense Impairment expense Foreign currency exchange differences Carrying amount at the end of the year 5.2 2.3 2.3 2.7 149,064 (95,123) 53,941 49,877 21,294 8,417 (25,454) (193) 53,941 128,641 (78,764) 49,877 41,796 31,732 1,388 (1,524) (24,274) (425) 1,184 49,877 8,862 (6,763) 2,099 2,531 588 - (999) (21) 2,099 8,241 (5,710) 2,531 1,477 415 - 1,524 (896) - 11 2,531 2,145 - 2,145 3,130 (940) - - (45) 2,145 3,130 - 3,130 2,348 804 - - - - (22) 3,130 160,071 (101,886) 58,185 55,538 20,942 8,417 (26,453) (259) 58,185 140,012 (84,474) 55,538 45,621 32,951 1,388 - (25,170) (425) 1,173 55,538 (i) Includes external purchase and direct cost associated with internally manufactured plant and equipment. Property, plant and equipment Depreciation Plant and equipment and leasehold improvements are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition. The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. Depreciation is calculated on a straight-line basis in order to write off the net cost of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the estimated useful life, using the straight-line method. The estimated useful lives and depreciation method are reviewed at the end of each annual reporting period, with the effect of any changes recognised on a prospective basis. The annual depreciation rate for plant and equipment is 20% to 33% and the annual depreciation rate for leasehold improvement is 10% to 33%. Depreciation of capital works in progress, on the same basis as other property, plant and equipment assets, commences when the assets are ready for their intended use. Capital works in progress Impairment Capital works in progress in the course of construction for production or supply purposes, or for purposes not yet determined, are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. During the prior period, an impairment expense of $0.4 million was made in relation to COREVIBE Property, plant and equipment. Refer to Note 2.7 for further details. Classification | Public Page 37 of 68 163 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Other Assets & Liabilities OTHER ASSETS & LIABILITIES 4.4 Leases Right of use assets Notes 2.3 2.3 2023 Cost Accumulated depreciation Total carrying value Movement Carrying amount at the beginning of the year Additions Acquisition of subsidiaries Disposals Lease remeasurements Other Depreciation Foreign currency exchange differences Carrying amount at the end of the year 2022 Cost Accumulated depreciation Total carrying value Movement Carrying amount at the beginning of the year Additions Disposals Lease remeasurements Depreciation Foreign currency exchange differences Carrying amount at the end of the year Lease liabilities Opening Additions Acquisition of subsidiaries Disposal of lease liability Lease remeasurements Repayments Accretion of interest Net foreign exchange differences Carrying amount at 30 June Current Non-current Carrying amount at 30 June Land and Buildings $’000 38,525 (12,326) 26,199 24,425 696 7,422 (896) (816) (81) (4,424) (127) 26,199 34,498 (10,073) 24,425 29,996 8,300 (80) (9,310) (4,479) (2) 24,425 Notes 5.2 2.3 Motor Vehicles $’000 Other TOTAL $’000 $’000 6,370 (2,975) 3,395 2,998 1,741 15 (26) 61 - (1,493) 99 3,395 5,062 (2,064) 2,998 1,829 2,394 (81) 35 (1,267) 88 2,998 2023 $’000 34,651 5,669 7,437 (1,073) (667) (9,274) 1,681 (124) 38,300 5,789 32,511 38,300 5,238 (2,712) 2,526 766 3,232 - (1) 88 (318) (1,240) (1) 2,526 1,945 (1,179) 766 1,135 72 (8) - (432) (1) 766 50,133 (18,013) 32,120 28,189 5,669 7,437 (923) (667) (399) (7,157) (29) 32,120 41,505 (13,316) 28,189 32,960 10,766 (169) (9,275) (6,178) 85 28,189 2022 $’000 38,873 10,766 - (154) (9,275) (7,425) 1,770 96 34,651 4,301 30,350 34,651 164 Classification | Public Page 38 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER ASSETS & LIABILITIES Other Assets & Liabilities 4.4 Leases (continued) The table below presents the contractual undiscounted cash flows associated with the Group’s lease liabilities, representing principal and interest. The figures will not necessarily reconcile with the amounts disclosed in the consolidated statement of financial position. Due for payment in: 1 year or less 1-2 years 2-3 years 3-4 years 4-5 years More than 5 years 2023 $’000 8,706 8,112 6,253 5,332 4,697 21,388 54,488 2022 $’000 6,870 6,160 4,654 3,803 9,744 18,010 49,241 recognises a Right-of-Use asset at The Group the commencement date of the lease, initially measured at the present value of the future lease payments, with the right-of- use asset adjusted by the amount of any lease payments pre- commencement date plus any make good obligations. The Group accounts for the remeasurement of lease liabilities by making corresponding adjustments to the relevant right-of- use asset. The Right-of-Use asset is depreciated over the shorter of the asset’s useful life and the term of the lease, on a straight-line basis. The useful life is within the range from 1-20 years. Lease Liabilities At the commencement date of a lease, the Group recognises and measures the lease liability at the present value of lease payments that are unpaid at that date. The lease payments include:     Fixed payments, offset by any lease incentives receivable; Variable lease payments linked to an index or rate; Exercise price of a purchase option (where the Group is reasonably certain to exercise that option); and Payment of penalties for terminating the lease (where the life of the lease has assumed termination). For short-term leases (lease term of 12 months or less) and leases of low-value assets (which includes tablets and personal computers, small items of office furniture and telephones), the Group has opted to recognise a lease expense on a straight-line basis as permitted by AASB 16. This expense is presented within ‘other expenses’ in profit or loss (30 June 2023: $1.7 million, June 2022: $1.4 million). Key Estimates and Judgements (a) Control Judgement is required to assess whether a contract is or contains a lease at inception by assessing whether the Group has the right to direct the use of the identified asset and obtain substantially all the economic benefits of the use of that asset. (b) Lease term Judgement is required when assessing the term of the lease and whether to include optional extension and termination periods. Option periods are only included in determining the lease term at inception when they are reasonably certain to be exercised. Lease terms are reassessed when a significant change in circumstances occurs. The Group included the renewal period as part of the lease term for the lease of the corporate head office and the lease of the Western Australian manufacturing and distribution facility, as both properties were purpose built for the Group and the extensions of these leases is reasonably certain. Renewal options for motor vehicles are not included as part of the lease term because the Group typically leases vehicles for not more than five years and is not likely to exercise any renewal options. (c) Discount rates Judgement is required to determine the discount rate, where the discount rate is the Group’s incremental borrowing rate if the rate implicit in the lease cannot be readily determined. The incremental borrowing rate is determined with reference to the Group’s borrowing portfolio at the inception of the arrangement or the time of the modification. Refer to Note 3.2 Borrowings for the effective interest rate during the year. Classification | Public 165 Page 39 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Other Assets & Liabilities OTHER ASSETS & LIABILITIES 4.5 Intangible assets At cost Accumulated amortisation Accumulated impairment losses Net carrying amount as at 30 June 2023 Movement As at 30 June 2022 Additions Acquisition of assets/subsidiary Amortisation expense Reclassified as held for sale(iii) Foreign currency exchange differences As at 30 June 2023 At cost Accumulated amortisation Accumulated impairment losses Net carrying amount as at 30 June 2022 Movement As at 30 June 2021 Additions Acquisition of assets/subsidiary Amortisation expense Impairment expense Foreign currency exchange differences As at 30 June 2022 Notes 5.2 2.3 4.10 5.2 2.3 2.7 Goodwill $’000 319,966 - (24,295) 295,671 62,200 - 232,963 - - 508 295,671 86,495 - (24,295) 62,200 62,104 - - - - 96 62,200 Intellectual property and other intangibles(i) $’000 136,659 (10,508) (12,113) 114,038 28,546 201 97,200 (5,592) (6,970) 653 114,038 48,940 (8,281) (12,113) 28,546 27,442 - 16,242 (3,813) (12,113) 788 28,546 Software (ii) TOTAL $’000 14,968 (3,809) - 11,159 7,047 6,012 - (1,986) - 86 11,159 8,903 (1,856) - 7,047 3,397 4,715 - (1,048) - (17) 7,047 $’000 471,593 (14,317) (36,408) 420,868 97,793 6,213 330,163 (7,578) (6,970) 1,247 420,868 144,338 (10,137) (36,408) 97,793 92,943 4,715 16,242 (4,861) (12,113) 867 97,793 (i) (ii) (iii) Includes $17.7m of intangible assets not yet available for use, which were acquired in the MinePortal acquisition. Of which $2.6 million of software is under development and therefore not yet in use at 30 June 2023 (30 June 2022: $4.7 million). Intangible assets of $6.97 million in relation to the MAGHAMMER technology have been reclassified to an Asset Held For Sale at 30 June 2023, following the progression of the divestment process during the current period. Refer Note 4.10 for further details. The assessment of goodwill and its impairment is undertaken at the Operating Segment level (as shown below), except for the Devico Group which for the purposes of the 30 June 2023 financial statements, has been assessed for impairment separately. We have not yet allocated the Devico Group goodwill to the Operating Segments for the purpose of impairment testing on the basis that the accounting is provisional. Africa / Europe Asia Pacific Americas Devico 166 2023 $’000 8,182 33,658 20,868 232,963 295,671 2022 $’000 8,182 33,658 20,360 - 62,200 Classification | Public Page 40 of 68 IMDEX Annual Report 2023 Other Assets & Liabilities 167 IMDEX Annual Report 2023IMDEX LIMITED and its controlled entities OTHER ASSETS & LIABILITIES Page 41 of 68 Classification | Public 4.5 Intangible assets (continued) Intellectual property and other intangibles Intellectual property and other intangibles with a finite useful life were acquired in the Devico acquisition (completed February 2023, refer note 5.2), as well as the Flexidrill and AusSpec acquisitions completed in previous periods. These intangible assets are amortised on a straight-line basis over the estimated useful life (up to 15 years). Amortising intangible assets are tested for impairment whenever there is an indication that the asset may be impaired. Intellectual property and other intangibles not yet available for use were acquired in the MinePortal acquisition (completed September 2021). These assets are not amortised until they are capable of operating in the manner intended for use by management. They are tested annually for impairment as well as if there is an indication that the asset may be impaired. No impairment was required during 2023. Software The Group capitalises development expenditure for internally generated software. Development expenditure is capitalised only if it can be measured reliably, the project or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses. Software assets with a finite life are amortised on a straight-line basis over their expected useful life to the Group, being up to 5 years. Expenditure on capitalised software is capitalised only when it increases the future economics of the specific asset to which it relates and which the Group controls. All other expenditure is expensed as incurred. SaaS arrangements are service contracts providing the Group with the right to access the cloud provider’s application software over the contract period. Costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud provider's application software, are recognised as operating expenses when the services are received. Significant accounting estimates and assumptions Management reviews the appropriateness of useful lives of assets at least annually, any changes to useful lives may affect prospective amortisation rates and asset carry values. Goodwill Goodwill arising in a business combination is recognised as an asset at the date that control is acquired. Where the fair value of the consideration paid for a business acquisition exceeds the fair value of the identifiable assets acquired and liabilities assumed, the difference is treated as goodwill. Goodwill is not amortised but is tested for impairment at least annually. Impairment testing of assets IMDEX assesses impairment at the Operating Segment level for Goodwill. Goodwill exists in relation to three Segments: Asia Pacific, Africa / Europe and Americas. IMDEX assesses impairment at the Cash Generating Unit (CGU) level for fixed assets and other intangible assets. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. CGUs identified are at a lower level than each Operating Segment (based on regional hubs). The Group has five CGUs: Asia Pacific, Europe, Africa, North America and South America. Following completion of the acquisition of the Devico Group on 28 February 2023, for the purposes of the impairment assessment required to support the 30 June 2023 financial statements, IMDEX has assessed the recoverability of the carrying value of the Devico Group separately. The Group reviews the carrying amounts of its CGU’s at each reporting period, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, a formal estimate of the asset’s recoverable amount is calculated. Recoverable amount is the higher of Fair Value Less Costs to Sell and Value in Use. In assessing Value in Use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the carrying amount of the CGU exceeds its recoverable amount, the asset or CGU is written down and an impairment loss is recognised in the income statement. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. Significant accounting estimates and assumptions The determination of impairment involves the use of judgements and estimates that include, but are not limited to, the cause, timing and measurement of the impairment. Goodwill is tested at least annually and where there is an indicator of impairment through testing of the Operating Segments (groups of CGU’s) to which the goodwill has been allocated. Fixed assets and other intangible assets are grouped into CGUs that have been identified as being the smallest identifiable group of assets that generate cash flows, which are independent of cash flows of other assets or groups of assets. The determination of these CGUs is based on management’s judgement in regard to shared infrastructure, geographical proximity, and similar exposures to market risk and materiality. IMDEX LIMITED and its controlled entities Other Assets & Liabilities OTHER ASSETS & LIABILITIES 4.5 Intangible assets (continued) Significant accounting estimates and assumptions (continued) Determining whether goodwill, intangibles and fixed assets are impaired requires an estimation of the “Value in Use” of the Operating Segment or CGU to which these assets are attributable. The Value in Use calculation requires the entity to estimate the future cash flows expected to arise from the Operating Segment or CGU and a suitable discount rate to calculate present value. A forward-looking estimation of this nature is inherently uncertain. Management is required to make significant judgements concerning the identification of impairment indicators, such as changes in competitive positions, expectations of growth, increased cost of capital, and other factors that may indicate impairment. In addition, management is also required to make significant estimates regarding future cash flows and the determination of fair values when assessing the recoverable amount of assets (or group of assets). Inputs into these valuations require assumptions and estimates to be made about forecast earnings before interest and tax and related future cash flows, growth rates, applicable discount rates, useful live and residual values. IMDEX’s forecasted results reflect the activity levels within the minerals industry. The judgements, estimates and assumptions used in assessing impairment are management’s best estimates based on current and forecast market conditions. Changes in economic and operating conditions impacting these assumptions could result in changes in the recognition of impairment charges in future periods. Management has considered a range of external, internal and other indicators that may indicate some level of impairment at the individual asset level. These include evidence of obsolescence or physical damage of an asset, and evidence available from internal reporting that indicates that the economic performance of an asset is, or will be, worse than expected. Refer to note 2.7 for details of the impairment loss recognised during the prior period in relation to intellectual property acquired in the acquisition of Flexidrill (completed in January 2020), specifically in relation to the COREVIBE Technology. Value in Use assessments and sensitivities: Inputs to impairment calculations For Value in Use calculations, cash flow projections are based on IMDEX’s corporate plans and business forecasts prepared by management and approved by the Board for the 2024 financial year. The key assumptions impacting the discounted cashflow models used to determine the Value in Use for each CGU were as follows:  Revenue growth has been based on a range of growth rates. Initial rates are based on the FY24 Budget approved by the Board of Directors;  Subsequent growth rates are within the range included in the Corporate Valuation Model up to the terminal (5 years) period;  Cash flows beyond the five-year period are extrapolated using an estimated growth rate of 2.5% (FY22: 2.5%), which into is based on Group estimates, taking consideration historical performance as well as expected long-term operating conditions to arrive at a terminal value. Growth rates do not exceed the consensus forecasts of the long-term average growth rate for the industry in which the CGU operates.  Capital investment for the 2024 financial year is based on the forecasted numbers approved by the Board of Directors. Going forward to terminal date, capital investment gradually increases each year so that it equals the replacement cost of assets, excluding growth capital investment by terminal date;  Tax rates used were the Group’s effective tax rate; and  Post-tax discount rates used were country risk adjusted and based on data supplied by external sources and ranged from 11.6% to 21.2% (FY22: 9.8% to 13.2%). Other assumptions are determined with reference to internal and external sources of information. in discount rates or changes Increases in other key assumptions, such as operating conditions or financial performance, may cause the recoverable amounts to fall below carrying values. Management have considered various reasonably possible sensitivities in Use assessment, with changes to the following key assumptions: in the Value    Increase/decrease of 1% to the post-tax discount rate. Increase/decrease of 1% to the terminal growth rate. Increase/decrease of 5% in operating margins. The above sensitivities have been performed in isolation, with all other assumptions in the Value in Use assessment held constant. No reasonably possible change made to these key assumptions has given rise to an impairment. However, forward looking estimation of this nature is inherently uncertain and the outcomes of these sensitivities may vary in the future. Impairment losses recognised by cash generating unit: There have been no impairment losses for any CGU in the current or prior year. 168 Classification | Public Page 42 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER ASSETS & LIABILITIES Other Assets & Liabilities 4.6 Trade & other payables Trade payables Accruals and other payables Notes (i) (ii) 2023 $’000 2022 $’000 20,811 25,508 46,319 16,378 18,318 34,696 (i) (ii) Trade payables are interest free for periods ranging from 30 to 180 days. Thereafter interest may be charged at commercial rates. The carrying amount of trade payables approximates their fair values due to their short-term nature. The consolidated entity has financial risk management policies in place to endeavour to pay all payables within the credit timeframe. Accruals and other payables include a $5.0 million accrual for the FY23 STI bonuses (30 June 2022: $6.7 million). 4.7 Provisions Current provisions Employee entitlements Others Non-current provisions Employee entitlements Provisions are recognised when the Group has a present obligation (legal or constructive), as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Significant accounting estimates and assumptions The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably. 2023 $’000 7,773 200 7,973 2022 $’000 5,867 200 6,067 293 303 Employee entitlements Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, sick leave and related on costs when it is probable that settlement will be required and they are capable of being measured reliably. Provisions made in respect of employee benefits expected to be settled within the short term, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee benefits which are not expected to be settled within the short term are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. Termination benefit A liability for a termination benefit is recognised at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognises any related restructuring costs. Classification | Public 169 Page 43 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER ASSETS & LIABILITIES Other Assets & Liabilities 4.8 Deferred consideration Gross Carrying Amount Balance at beginning of the financial year Payment Interest accretion Fair value (gain)/loss on deferred consideration Effect of foreign exchange movements Balance at end of the financial year Note 2023 $’000 2022 $’000 2.3 2.7 2,936 (3,308) - 372 - - 14,667 (1,000) 719 (11,248) (202) 2,936 During the current period, the Company made the following payments:   $1.5 million final deferred consideration payment in relation to the acquisition of AusSpec (completed July 2020). This was paid on 1 July 2022 in cash pursuant to a revised agreement (previously $1.0 million in cash and $0.5 million IMDEX shares), following achievement of certain new revenue-generating contracts. $1.8 million settlement payment in relation to Flexidrill. The Group finalised a Deed of Termination and Settlement with the prior owners of the Flexidrill technologies, with final settlement of $1.8 million paid in August 2022. This has resulted in a net $0.4 million expense during the period. 170 Classification | Public Page 44 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER ASSETS & LIABILITIES Other Assets & Liabilities 4.9 Investment in associates The Group acquired a 40% interest in Krux Analytics Inc (“Krux”) on 24 April 2023 for $6.9 million cash including transaction costs. Krux, a Canadian-based software company, has developed market leading drilling analytics software, focusing on the collection and analysis of exploration and production drilling data in real time. The parties have negotiated an arrangement that is likely to result in IMDEX acquiring the remaining 60% of equity in Krux, or alternatively, acquiring Krux’s material assets. As part of the Shareholders’ Agreement, Krux shareholders have been granted a Put Option to require IMDEX to acquire the remaining shares at an agreed market value on 30 April 2026, which is based on a revenue multiple applied to the prior 12 months revenue, with the amount payable subject to the overall cap. The final purchase will be funded by cash reserves or the combination of cash reserves and issue of MIDEX’s shares. In the event the Put Option is not exercised, the parties have agreed a mechanism whereby IMDEX can acquire all of Krux’s assets and liabilities at 60% of the Put Option price at its discretion. This mechanism creates a forward contract. The term of this mechanism means that the Put Option is likely to be exercised. As such, no value has been assigned to the asset purchase arrangement. The value of the Put Option is determined by the potential variances between the amount payable under the contract and the market value of Krux at that time. IMDEX has assessed that the agreed revenue multiple is a market multiple and accordingly it has attributed no value to the Put Option. The Group’s interest in Krux is accounted for using the equity method in the consolidated financial statements. The Group’s share of profit or loss of an associate is shown on the face of the statement of profit or loss. The Group accounts for additional interests in its investments in associates by recognising the difference between the consideration paid for the additional interest and the fair value of the additional share of net assets as notional intangible assets. The following table illustrates the summarised financial information of the Group’s investment in Krux: Net assets Group’s share in net assets – 40% Notional intangible assets Group’s carrying amount of the investment Income Statement Revenue Net loss for the period Group’s share of loss for the period Amortisation of the notional intangible assets Group’s total share of loss for the period 2023 $’000 855 342 6,272 6,614 529 (731) (293) (106) (399) After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate is impaired. There has been no impairment loss in the current year. The associate had no material contingent liabilities or capital commitments as at 30 June 2023. Significant accounting estimates and assumptions The valuation of Krux and Datarock Options involves the use of judgements and estimates that include but are not limited to the estimation of future amounts payable as part of the acquisitions and future market value of these businesses. The amount payable is determined based on a revenue multiple applied to the prior 12 months revenue at the time of the acquisition. Management has assessed that the agreed revenue multiple is a market multiple and accordingly it has attributed no value to the Options. Classification | Public 171 Page 45 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER ASSETS & LIABILITIES Other Assets & Liabilities 4.9 Investment in associates (continued) The Group acquired a 30% interest in Datarock Holdings Pty Ltd (“Datarock”) on 23 November 2021 for $5.7 million cash. Datarock is an Australian-based mining technology company servicing the global exploration and mining sector. Datarock’s product suite, both existing and planned, complements IMDEX’s software offering and strengthens the Group’s cloud-based platform (IMDEX HUB-IQTM) to deliver real-time rock knowledge answer products. On 1 November 2022 and 19 May 2023, Datarock exercised first and second equity call options available under the Datarock Shareholder Agreement and Shareholder Agreement Variation Deed, which resulted in IMDEX acquiring an additional 10.9% and 8.2% in the issued capital of Datarock in exchange for additional investments in Datarock of $2.0 million and $1.5 million respectively, taking IMDEX’s total ownership interest in Datarock to 49.1%. IMDEX holds the option to acquire the remaining interest in Datarock over the next three years, subject to Datarock achieving agreed strategic milestones. Nil value has been assigned to these step-up options as the purchase price is aligned with market value. The Group’s interest in Datarock is accounted for using the equity method in the consolidated financial statements. The Group’s share of profit or loss of an associate is shown on the face of the statement of profit or loss. The Group accounts for additional interests in its investments in associates by recognising the difference between the consideration paid for the additional interest and the fair value of the additional share of net assets as notional intangible assets. The following table illustrates the summarised financial information of the Group’s investment in Datarock: Net liabilities Group’s share in net liabilities – (2023:49.1% and 2022: 30%) Notional intangible assets Group’s carrying amount of the investment Income Statement Revenue Net loss for the period Group’s share of loss for the period Amortisation of the notional intangible assets Group’s total share of loss for the period 2023 $’000 (4,049) (2,108) 9,365 7,257 4,595 (1,356) (460) (813) (1,273) 2022 $’000 (2,693) (808) 5,839 5,031 1,802 (1,045) (313) (362) (675) After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate is impaired. There has been no impairment loss in the current year. The financial statements of the associate are prepared for the same reporting period as the Group. The associate had no material contingent liabilities or capital commitments as at 30 June 2023. 172 Classification | Public Page 46 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Other Assets & Liabilities OTHER ASSETS & LIABILITIES 4.10 Assets classified as held for sale The Group has taken the decision to pursue divestment options for the commercialisation of the MAGHAMMER technology. The Group has appointed an external advisor to assist the divestment process. The divestment is expected to be completed within a 12- month time frame. As at 30 June 2023, the MAGHAMMER technology was classified as an asset held for sale. The major classes of assets classified as held for sale are as follows: Assets Intangible assets Inventory Total assets classified as held for sale 2023 $’000 6,970 381 7,351 An updated valuation for the MAGHAMMER technology was completed during the period. Management has assessed that the valuation is materially unchanged as at 30 June 2023 and supports the carrying value of associated intangible assets at 30 June 2023. 5.1 Taxation Income tax expense recognised in the income statement Tax expense comprises: Current tax expense Deferred tax expense/(benefit) relating to the origination and reversal of temporary differences Losses brought to account from prior year Under/(over) relating to R&D credits Under/(over) provision in prior year income tax Total tax expense Income tax expense recognised in equity Deferred tax expense/(benefit) relating to the origination and reversal of temporary differences Prima facie income tax expense on pre-tax accounting profit from continuing operations reconciles to income tax expense in the financial statements as follows: Profit before tax from continuing operations Income tax expense calculated at 30% (i) Tax losses not recognised or impaired Other deferred tax assets brought to account Derecognition of deferred tax assets Other non-deductible and non-assessable items Tax rate differential arising from foreign entities Losses brought to account from prior year Under/(over) relating to R&D credits Under/(over) provision in prior year income tax At the effective income tax rate of 36% (2022: 29%) 2023 $’000 2022 $’000 24,280 17,145 (2,646) (56) (1,365) (611) 19,602 3,019 (1,287) (743) (279) 17,855 (1,354) (714) 54,597 16,379 - (56) 63 8,408 (3,216) - (1,365) (611) 19,602 62,566 18,770 545 (883) - 3,454 (2,605) (404) (743) (279) 17,855 (i) The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian law. There has been no change in the corporate tax rate when compared with the previous reporting year. Classification | Public 173 Page 47 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER Other 5.1 Taxation (continued) Recognised Current and Deferred Tax Balances Current tax assets and liabilities Current tax receivable Current tax payable Deferred tax balances Deferred tax assets comprise balances that relate to: Provisions Inventory Property, plant and equipment Leases Carry forward tax losses Unrealised FX Intangible assets Others Net deferred tax balances Deferred tax assets Deferred tax liabilities Net deferred tax balances 2023 $’000 2022 $’000 7,126 (4,474) 1,939 (5,565) 6,010 4,359 10,674 1,940 1,474 (1,644) (28,842) 10,315 4,286 33,815 (29,529) 4,286 2023 $’000 3,289 4,450 10,576 1,960 2,676 (370) (1,017) 6,026 27,590 27,590 - 27,590 2022 $’000 Unrecognised Deferred Tax Assets Deferred Tax Assets in respect of unrecognised tax losses 1,255 1,097 Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Company and the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. future. Deferred tax assets arising The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Current tax The tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the income statement because of items of income or expense that are taxable or deductible in other periods and items that are never taxable or deductible. The Company and the Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. 174 Classification | Public Page 48 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Other OTHER 5.1 Taxation (continued) Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of tax deferred consequences that would follow from the manner in which the Company and the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. liabilities and assets reflects the tax Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company and the Group intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax for the period Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items that are recognised outside profit or loss (whether in other comprehensive income or directly in equity), in which case the tax is also recognised outside profit or loss, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is included in the accounting for the business combination. Relevance of tax consolidation to the Group The Company and its wholly-owned Australian resident entities are an income tax consolidated group and are taxed as a single entity. IMDEX Limited is the head company of the Australian tax consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences in the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate taxpayer within Group’ approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised by the Company (as head entity in the tax-consolidated group). Due to the existence of a tax funding arrangement between the entities in the tax-consolidated Group, amounts are recognised as payable to or receivable by the Company and each member of the Group in relation to tax amounts paid or payable between the parent entity and the other members of the tax consolidated Group in accordance with the arrangement. Significant accounting estimates and assumptions A net deferred tax asset of $33.8 million has been recognised on the face of the Consolidated Statement of Financial Position. The largest components of this asset are the future tax benefits available to the Group in respect of unused tax intangible assets as a result of the losses, identified the temporary differences between acquisition and recording of expenses for accounting purposes and the claiming of a deduction for the expense for taxation purposes. These tax benefits will be realised over the coming years when future taxable profits are available against which the unused tax losses can be utilised and as temporary differences move. This net asset has been raised as it is considered more likely than not that it will be realised due to trading and/or sale of assets. In making this assessment of likelihood, a forward-looking estimation of tax payments and the likelihood of business success needs to be made. A forward-looking estimation of this nature is inherently uncertain. As part of the process for preparing the Group’s financial statements, management is required to calculate income tax accruals. This process involves estimating the current tax exposures together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the Consolidated Statement of Financial Position. While the Group aims to ensure the accruals for its tax liabilities are accurate, the process of agreeing tax liabilities with the relevant tax authorities can take time. Management estimate is therefore required in determining the provision for income tax and the recognition of deferred tax assets and liabilities and therefore the actual tax liabilities could differ from the amounts accrued. Classification | Public 175 Page 49 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Other OTHER 5.2 Acquisition of subsidiaries/assets Acquisition of Devico AS (Subsidiaries) On 28 February 2023 (Completion), the Group acquired 100 per cent of the issued share capital of Devico AS (“Devico”), incorporated and headquartered in Norway. Devico is a global leader in drill site technology, providing Sensor Technologies and Directional Drilling Technologies, combining hardware, software and services for the mining and civil engineering industries. Total consideration paid was $335.4 million (which includes the acquisition of Minority Interests in certain Devico subsidiary entities, acquired shortly following deal Completion). The Group paid $322.4 million in cash and issued IMDEX Limited ordinary shares to the value of $13.0 million. The acquisition and associated transaction costs were fully funded by:    Equity raising of $224 million (net of transaction costs $215.8 million); A new $120 million debt facility with JP Morgan (net of transaction costs $117.1 million); and The issue of IMDEX shares (Consideration Shares) to Devico Shareholder/Key Management Personnel (KMP), valued at $13.0 million (5,480,847 shares at a deemed issue price of $2.37 per share). IMDEX entered into a forward contract prior to Completion, to fix the AUD equivalent purchase price. The loss on the fair value of the forward contract has been reflected in the goodwill recognised upon acquisition, in the consolidated financial statements. Subsequent to Completion, IMDEX has acquired the Minority Interests in DHS (Aust) Pty Ltd (49%) for a cash consideration of $3.8 million and Devico Canada Inc. (9.12%) for a cash consideration of $2.5 million. At the date of the report, IMDEX owns 100% of Devico AS and its subsidiaries (collectively “Devico Group”). To clearly present the substance of the Devico acquisition, IMDEX has accounted for the acquisition of Devico AS on 28 February 2023 and the subsequent acquisitions of Minority Interests as one transaction - IMDEX acquiring 100% of Devico Group at Completion. Following Completion, IMDEX also entered into Reinvestment Agreements with the KMP of Devico, under which these KMP have committed to reinvest their Consideration Shares, and IMDEX has granted an award of performance rights (Management Rights), equivalent to 50% of the Consideration Shares. Refer to Note 5.4 for details. Assets acquired and liabilities assumed at Completion (provisional): Note $’000 Consideration Cash Equity instruments Total consideration Fair value of net assets of business acquired Cash Trade and other receivables(i) Inventory Tax receivables Other current assets Property, plant and equipment (“PPE”) Right-of-use assets Intangibles Deferred tax assets Trade and other payables Lease liabilities Borrowings Deferred tax liability Provisions Tax liabilities Total fair value of net assets of business acquired Goodwill arising on acquisition (i) The fair value of the receivables equals the gross contractual value. 176 322,408 12,990 335,398 17,113 13,666 10,563 979 1,655 8,417 7,437 97,200 2,278 (6,732) (7,437) (8,814) (29,160) (1,050) (3,680) 102,435 232,963 4.3 4.4 4.5 3.2 Classification | Public Page 50 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER Other 5.2 Acquisition of subsidiaries/assets (continued) Acquisition of Devico AS (Subsidiaries) (continued) The net assets of the business acquired were based on a provisional assessment of their fair value, while the Group finalises its review of the combined product offering and associated inventory and property, plant and equipment balances, tax balances and associated provisions, as well as the allocation of goodwill to operating segments. These reviews had not been completed by the date the 30 June 2023 financial statements were approved for issue by the Board of Directors. Goodwill of $233.0 million arose on the acquisition of Devico (including goodwill of $29.2 million associated with recognition of deferred tax liabilities in relation to identified intangible assets). The goodwill recognised reflects the growth potential and synergies arising from the acquisition. Net cash outflow arising on acquisition: Cash consideration Less: cash and cash equivalent balances acquired Net cash outflow $’000 322,408 (17,113) 305,295 Included in the Group result for current period was a profit after tax of $5.4 million in relation to Devico Group. Revenue for the current period included $20.6 million in respect of Devico Group. Acquisition of MinePortal Assets In the prior period, the Group finalised an Asset Purchase Agreement (“APA”) to acquire the MinePortal software from Californian- based DataCloud International Inc (“DataCloud”). The total purchase consideration comprises a combination of cash and equity. The Group has paid $8.0 million in cash in September 2021 and issued 1,578,117 million of IMDEX Limited ordinary shares upon the first anniversary of completion on 17 September 2022. The balance of the transaction is payable by the issue of IMDEX shares over a three-year period, with an option to settle the payment by equivalent cash value based on the prevailing share price at the date of each anniversary (at IMDEX’s discretion), as set out below:   The issue of 1,578,117 million of IMDEX Limited ordinary shares upon the second anniversary of completion (“Tranche 2”); The issue of 2,104,156 million of IMDEX Limited ordinary shares upon the third anniversary of completion (“Tranche 3”). Tranche 3 is applicable if revenue from the DataCloud assets achieves the target agreed between the parties by the third anniversary of completion. If this revenue target is not achieved no shares will be issued in Tranche 3. The Company continues to progress development of the MinePortal solution with the focus on the MinePortal integration with Blast Dog. During the period, IMDEX has spent $1.4 million on the development of the MinePortal project. Classification | Public 177 Page 51 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Other OTHER 5.3 Parent entity & subsidiary information The ultimate parent entity in the Group is IMDEX Limited, a company incorporated in Western Australia. The accounting policies of the parent entity, which have been applied in determining the financial information shown below, are the same as those applied in the consolidated financial statements. Financial Position Assets Current Assets Non-Current Assets Total Assets Liabilities Current Liabilities Non-Current Liabilities Total Liabilities Net Assets Equity Issued Capital Employee Equity-Settled Benefits Reserve Foreign Currency Translation Reserve Accumulated Losses Total Equity Financial Performance Profit for the year Other comprehensive income, net of income tax Total comprehensive profit Retained loss at the beginning of the financial year Profit for the year Dividend paid Retained loss at the end of the financial year 2023 $’000 2022 $’000 25,340 486,902 512,242 38,736 102,546 141,282 370,960 401,163 17,782 (1,695) (46,290) 370,960 2023 $’000 18,377 - 18,377 (49,523) 18,377 (15,144) (46,290) 19,863 149,857 169,720 12,486 22,795 35,281 134,439 169,078 16,579 (1,695) (49,523) 134,439 2022 $’000 28,289 - 28,289 (64,729) 28,289 (13,083) (49,523) The profit for the year and associated increase in total assets is primarily due to a new intercompany loan to a group entity, to support the investment in Devico AS. Guarantee provided under the deed of cross guarantee Commitments for the acquisition of property, plant and equipment by the parent entity Within one year 30 June 2023 $’000 30 June 2022 $’000 176,273 84,270 - - - - 178 Classification | Public Page 52 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER Other 5.3 Parent entity & subsidiary information (continued) Subsidiaries Parent Entity Imdex Limited Notes Country of Incorporation Ownership Interest 2022 2023 % % (i),(ii),(iii) Australia (ii)(iv) (ii),(iii) (ii),(iii) (ii),(iii) (ii),(iii) (ii),(iii) (ii),(iii) (ii) Controlled Entities Australian Mud Company Pty Ltd Samchem Drilling Fluids & Chemicals (Pty) Ltd Imdex International Pty Ltd Imdex Africa Pty Ltd Imdex Technologies Pty Ltd Imdex Global Operations Pty Ltd Reflex Instruments Asia Pacific Pty Ltd Reflex Instrument North America Ltd Reflex Instrument South America SPA Reflex Instruments Europe Ltd AMC Europe GmbH Flexit Australia Pty Ltd Imdex South America S.A. AMC Chile S.A. AMC Reflex Argentina S.A. AMC Reflex Peru S.A.C. AMC Drilling Fluids Pvt Limited Imdex Nominees Pty Ltd Imdex USA Inc Imdex Technologies USA LLC AMC USA LLC Reflex USA LLC Imdex DO Brasil Industria e Comercio Ltda Imdex Global B.V. AMC Drilling Fluids & Products – Mexico S. de RL de C.V. Mexico AMCREFLEX CIA LTDA Flexidrill Limited Flexidrill Construction Limited AusSpec International Limited Devico AS Devico Finland OY Devico Bulgaria EOOD Devico Sweden AB Devico International Operations AS Devico Mexico Devico Canada Inc TECH Directional Services Inc SurveyTech Instruments & Service Inc Devico Australia Pty Ltd DHS (Aust) Pty Ltd Devico Asia Company Limited Devico Chile STYRDCD SAC Styr Columbia Styr Brazil Perfuracoes DevicoEC. S.A. (v) (v) (v) (v) (v) (v) (v) (v) (v) (v) (v) (v) (v) (v) (v) (v) (v) Australia South Africa Australia Australia Australia Australia Australia Canada Chile United Kingdom Germany Australia Chile Chile Argentina Peru India Australia United States of America United States of America United States of America United States of America Brazil Netherlands Mexico Ecuador New Zealand New Zealand New Zealand Norway Finland Bulgaria Sweden Norway Mexico Canada Canada Canada Australia Australia China Chile Peru Columbia Brazil Ecuador 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - - - 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - - - - - - - - - - - - - - - - - Classification | Public 179 Page 53 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Other OTHER 5.3 (i) (ii) (iii) (iv) (v) Parent entity & subsidiary information (continued) IMDEX Limited is the ultimate parent company and is the head entity within the tax consolidated group. These companies are part of the Australian tax consolidated group. These wholly-owned subsidiaries entered into a deed of cross guarantee with Imdex Limited pursuant to ASIC Class Order 98/1418 and are relieved from the requirement to prepare and lodge an audited financial report. Australian Mud Company Pty Ltd became a party to the deed on 29 Jun 2006, Imdex International Pty Ltd on 20 Oct 2006, Reflex Instruments Asia Pacific Pty Ltd on 14 Sep 2007, Reflex Technology International Pty Ltd on 28 Apr 2011 (de-registered 19 Sep 2019), Imdex Africa Pty Ltd on 15 June 2023, Imdex Technologies Pty Ltd on 15 June 2023 and Imdex Global Operations Pty Ltd on 15 June 2023. This entity was deregistered on 3 November 2022. These entities were acquired on 28 February 2023. The consolidated income statement of the entities which are party to the deed of cross guarantee are: Income Statement Profit before income tax expense Income tax (expense)/benefit Profit for the year Retained Earnings at the beginning of the financial year Dividends paid Net profit Retained earnings at the end of the financial year 2023 $’000 2022 $’000 (restated) 7,037 2,500 9,537 (32,220) (15,144) 9,537 (37,827) 22,188 (3,768) 18,420 (37,557) (13,083) 18,420 (32,220) 180 Classification | Public Page 54 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities Other OTHER 5.3 Parent entity & subsidiary information (continued) The consolidated statement of financial position of the entities which are party to the deed of cross guarantee are: Balance Sheet Current assets Cash and cash equivalents Trade and other receivables Inventories Other Total current assets Non-current assets Other financial assets Property, plant and equipment Right-of-use assets Other intangible assets Deferred tax assets Investment in an associate Total non-current assets Total assets Current liabilities Trade and other payables Lease liabilities Current borrowings Provisions Total current liabilities Non-current liabilities Other financial liabilities Lease liabilities Borrowings Provisions Total non-current liabilities Total liabilities Net assets Equity Contributed capital Employee equity-settled benefits reserve Foreign currency translation reserve Retained earnings Total equity 2023 $’000 2022 $’000 (restated) 19,682 33,622 29,490 3,739 86,533 430,224 9,220 13,650 9,885 7,927 7,257 478,163 564,696 25,713 1,743 28,000 5,518 60,974 2,172 17,786 95,048 293 115,299 176,273 388,423 40,1128 17,880 7,242 (37,827) 388,423 20,773 45,618 30,356 3,234 99,981 100,435 10,079 14,475 6,745 8,264 5,031 145,029 245,010 38,212 2,079 - 4,326 44,617 8,676 18,508 12,166 303 39,653 84,270 160,740 169,042 16,676 7,242 (32,220) 160,740 The Company has restated the prior year other financial assets balance resulting in a reduction $8.6 million for the prior period in relation to the impairment of an investment in a subsidiary. Classification | Public 181 Page 55 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER Other 5.4 Reserves The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in Australian dollars, which is the functional currency of IMDEX, and the presentation currency for the consolidated financial statements. In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in profit or loss in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned or likely to occur, which form part of the net investment in a foreign operation, and which are recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of the net investment. On consolidation, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such exchange differences are recognised in profit or loss in the period in which the foreign operation is disposed. Goodwill and fair value adjustments arising on the acquisition of a foreign entity on or after the date of transition to A-IFRS are treated as assets and liabilities of the foreign entity and translated at exchange rates prevailing at the reporting date. Goodwill arising on acquisitions before the date of transition to A-IFRS is treated as an Australian dollar denominated asset. Equity-settled performance rights with employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by the use of the Black-Scholes Model, Binomial Tree Method or Monte-Carlo Simulation as appropriate. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non- restrictions, and behavioural transferability, exercise considerations. The fair value determined at the grant date of the performance right is expensed over the vesting period, based on the Group’s estimate of shares that will eventually vest. At each reporting date, the Group revises its estimate of the number of performance rights expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment to the employee equity-settled benefits reserve. Performance Rights Plan At the Imdex Limited Annual General Meeting on 15 October 2009 the Shareholders approved the formation of a Performance Rights Plan (PRP or Plan) and subsequently renewed at the Annual General Meeting on 18 October 2012, 20 November 2015, 4 October 2018 and 7 October 2021. The Plan allows for the issue of performance rights to employees from time to time. The quantum of performance rights granted to employees is at the discretion of the Directors and is generally based on seniority and level of contribution to the strategic goals of IMDEX. A performance right is the right to receive one fully paid IMDEX ordinary share for nil consideration should set hurdles be achieved and tenure of employment be maintained. The hurdles are set by the Directors when performance rights are issued and are generally linked to the achievement of financial or other strategic goals of IMDEX. 182 Classification | Public Page 56 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER Other 5.4 Reserves (continued) Performance rights granted in the current and prior year FY23 LTI Award Nil FY23 STI Award Nil FY23 Devico KMP Award FY22 LTI Award - Executives FY22 LTI Award - Employees FY22 STI CEO Award Nil Nil Nil Nil FY22 STI Award Nil FY21 LTI Award Nil 3,826,242 15-Aug-22 1,404,328 01-Jul-22 2,694,166 28-Feb-23 1,464,179 12-Aug-21 1,783,958 16-Aug-21 214,396 25-Jun-21 1,742,657 01-Jul-21 3,640,787 01-Jul-20 01-Jul-22 01-Jul-22 28-Feb-23 01-Jul-21 01-Jul-21 12-Aug-21 01-Jul-21 01-Jul-20 3 2 3 3 3 3 2 3 2 30-Jun-25 Note 1 $1.528 $4,802,944 $1,578,944 1 1-July-24 Note 2 $1.834 $2,575,538 $1,569,853 2 28-Feb-26 Note 3 $2.254 $6,072,649 $675,970 1 30-Jun-24 Note 1 $1.835 $2,120,086 $706,695 1 30-Jun-24 Note 1 $2.185 $3,007,648 $944,552 1.12 11-Aug-24 Note 4 $1.859 $188,562 $62,854 - 1-July-23 Note 2 $1.930 $3,330,420 $1,692,483 - 30-Jun-23 Note 5 $1.047 $3,033,666 $647,942 Item Exercise price Number of rights granted Grant date Commencement of measurement period Performance period (years) Remaining performance period (years) Vesting date Vesting conditions Valuation per right at grant date Estimated total cost Current period cost Note 1. 3,826,242 performance rights were issued to employees in September 2022 (3,248,137 were issued in 2021) (50% based on Relative TSR, 20% based on absolute EPS and 30% based on strategic measures). Upon successful achievement of the hurdles, allotment of these performance rights will occur in September 2025 (once the 2025 financial year independent audit report is signed). Exercise of the performance rights at the end of the 3-year period will commence when the Company’s performance (as calculated by the Performance Measures) is at 50% and above. At 50%, the allocation will be 50% of the total entitlement. This entitlement increases on a linear scale and achieves 100% entitlement when the Company’s performance is at the 75th percentile. The number of Relative TSR Rights and EPS Rights that vest is based on the Relative TSR performance against a peer group consisting of the ASX300 Resources Index and against absolute EPS performance over the 3-year measurement period. The Strategic Rights vest subject to growth in new businesses from transformational (non-core) revenue linked to the transformational (non-core) component of the research and development budget. Performance relating to the Strategic Rights is assessed by the Board of Imdex at the end of the performance period. Note 2. The Company provides an option for employees to defer a component of their STI award in exchange for the award of additional performance rights (STI Award). STI Awards for senior management will be deferred automatically (50% of the STI outcome). STI Awards vest over a 12-month period subject to continued employment with the Company. Note 3. The Company has issued management rights to key management personnel of Devico AS. The management rights are subject to the continuous employment with the Company for three years following completion of the acquisition, as well as achievement of agreed performance milestones (refer to Note 5.2 Acquisition of Subsidiaries/Assets). The current period cost is included in Devico integration costs (refer to Note 2.6 Individually Significant Items) Note 4. The CEO Rights vest subject to the continued service of the holder over three years from the date of issue of the CEO Rights. Note 5. 3,640,787 performance rights were issued to employees in July 2020 (50% based on Relative TSR and 50% based on Relative EPS). Upon successful achievement of the hurdles, allotment of these performance rights will occur in September 2023 once the financial year independent audit report is signed. Classification | Public Page 57 of 68 183 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER Other 5.4 Reserves (continued) Outstanding Performance Rights 2023 FY20 LTI FY20 MD LTI FY21 LTI FY22 LTI FY22 STI CEO FY23 LTI FY22 STI Grant Date Jul-19 Oct-19 Jul-20 Aug-21 Expiry Date Jul-22 Jul-22 Jul-23 Jul-24 Jun-21 Aug-24 Aug-22 Jul-21 Jul-25 Jul-22 FY23 Devico KMP Feb-23 Feb-26 2022 FY19 LTI FY19 MD LTI FY20 LTI FY20 MD LTI FY21 LTI FY22 LTI Grant Date Jul-18 Nov-18 Jul-19 Oct-19 Jul-20 Aug-21 Expiry Date Jul-21 Jul-21 Jul-22 Jul-22 Jul-23 Jul-24 FY22 STI CEO Jun-21 Aug-24 Exercise Price $ Market value at grant date $ - - - - - - - - 1.109 1.109 1.047 2.027 1.859 1.528 1.979 2.254 Exercise Price $ Market value at grant date $ - - - - - - - 0.947 1.079 1.109 1.109 1.047 2.027 1.859 Opening balance 2,607,691 127,602 3,153,582 3,037,887 214,396 Opening balance 2,438,151 364,086 2,900,924 127,602 3,561,042 Estimated Number of Performance Rights Satisfied by the allotment of shares Granted Expired ^ (1,773,545) (834,146) (127,602) Closing balance - - - - - 3,826,242 1,742,657 2,694,166 (120,317) 3,033,265 (92,600) 2,945,287 - 214,396 (148,113) 3,678,129 (17,051) 1,725,606 - 2,694,166 Estimated Number of Performance Rights Satisfied by the allotment of shares Granted Expired ^ (1,627,417) (810,734) (236,766) (127,320) Closing balance - - - - (293,233) 2,607,691 - 127,602 - (407,460) 3,153,582 - - - - - - - 3,248,137 214,396 - - (210,250) 3,037,887 - 214,396 ^ - Performance rights expire either on failure to maintain employment tenure or on failure to satisfy performance hurdles. Significant accounting estimates and assumptions Share-based payments recorded for the performance rights are subject to estimation as they are calculated using the Black-Scholes option pricing, Binomial Tree Method or Monte-Carlo Simulation model, as appropriate, which is based on significant assumptions such as volatility, dividend yield, expected term and forfeiture rate. Classification | Public Page 58 of 68 184 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER Other 5.5 Contingent assets & liabilities The Group is party to legal proceedings and claims which arise in the normal course of business. Any liabilities may be mitigated by legal defences, insurance, and third-party indemnities. Unless recognised as a provision (refer Note 4.7), management do not consider it to be probable that they will require settlement at the Group’s expense. Whilst the outcome of these legal proceedings are, by their nature, uncertain, the Directors do not currently anticipate that the outcome of the proceedings either individually or in aggregate will have a material adverse effect on the Group’s financial position, therefore, an estimate of the financial effect of this matter has not been provided. (i) Contingent liabilities A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. A Federal Court judgement was delivered on the 12 July 2022 relating to a case whereby the Group was seeking to invalidate a Globaltech Corporation Pty Ltd patent. The Group was unsuccessful in its petition to the court, with the patent being upheld. The initial decision granted costs be payable to Globaltech Corporation Pty Ltd. The parties failed to agree on the quantum of costs therefore the claim was subject to a cost assessment. In March 2023 the costs were determined by the Registrar of the Court at $0.8 million, payable to Globaltech Corporation In a separate Federal Court proceedings Pty Ltd. (NSD1089/2016), a matter in which the Group have had a judgment in their favour where Globaltech Corporation Pty Ltd has found to be in infringing the Group patent, the costs have been determined by the Registrar of the Court at $1.7 million payable to IMDEX. These two cost amounts were set off against each other, with Globaltech and Boart Longyear making the net payment of $0.9 million to IMDEX in July 2023. (ii) Contingent assets A contingent asset is a possible asset that arises from past events whose existence will be confirmed by the occurrence or non occurrence of one or more uncertain future events beyond the control of the Group. The Group does not recognise contingent assets but discloses its existence where inflows of economic benefits are probable, but not virtually certain. A subsidiary of the Group (Australian Mud Company Pty Ltd or “AMC”) is currently a party to litigation in relation to infringement of patents by a third party. The courts have found in favour of AMC on the matter, and the company is awaiting an outcome on the quantum of the financial settlement. Whilst the outcome of these legal proceedings are, by their nature, uncertain, the Directors do not currently anticipate that the outcome of the proceedings either individually or in aggregate will have a material adverse effect on the Group’s financial position, therefore, an estimate of the financial effect of this matter has not been provided. Classification | Public Page 59 of 68 185 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER Other 5.6 Key management personnel compensation The aggregate compensation of the Key management personnel of the Group and the Company is set out below: Short-term employee benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payments 5.7 Related party transactions 2023 $ 3,454,475 137,500 77,146 - 833,649 4,502,770 2022 $ 4,106,200 170,899 41,679 281,098 997,611 5,597,487 There are no transactions and balances with key management personnel and their related parties during the current period. 186 Classification | Public Page 60 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities OTHER Other 5.8 Auditor’s remuneration The auditor of IMDEX is Deloitte Touche Tohmatsu. During the year, the following fees were paid or were payable for services provided by the auditor of the parent entity and its related practices: Notes 2023 $ 2022 $ Deloitte and related network firms Audit or review of the financial report - Group - Subsidiaries Other assurance and agreed-upon procedures under other legislation or contractual arrangements Other services: - Tax and corporate compliance services - Legal services - Other services Other auditors and their related network firms Audit or review of the financial report - Subsidiaries Other services: - Accounting and other services (i) 562,960 372,100 935,060 432,000 182,500 614,500 14,904 13,800 3,896 3,151 11,000 18,047 968,011 3,140 2,507 47,250 52,897 681,197 176,798 149,759 3,444 3,444 180,242 2,101 2,101 151,860 (i) Accounting advice services (FY22: Related to Payment Times Reporting services). 5.9 Subsequent events There have been no matters or circumstances that have arisen since the end of the financial year that have significantly affected, or may significantly affect, the operations of the Group, the result of these operations, or the state of affairs of the Group in future financial years. Classification | Public Page 61 of 68 187 IMDEX Annual Report 2023 Deloitte Touche Tohmatsu ABN 74 490 121 060 Tower 2 Brookfield Place 123 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia Tel: +61 8 9365 7000 Fax: +61 8 9365 7001 www.deloitte.com.au The Board of Directors IMDEX Limited 216 Balcatta Road Balcatta WA 6021 26 August 2023 Dear Directors AAuuddiittoorr’’ss IInnddeeppeennddeennccee DDeeccllaarraattiioonn ttoo IIMMDDEEXX LLiimmiitteedd In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of IMDEX Limited. As lead audit partner for the audit of the financial report of IMDEX Limited for the year ended 30 June 2023, 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 PPeetteerr RRuupppp Partner 188 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 Tower 2 Brookfield Place 123 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia Tel: +61 8 9365 7000 Fax: +61 8 9365 7001 www.deloitte.com.au IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt ttoo tthhee MMeemmbbeerrss ooff IIMMDDEEXX LLiimmiitteedd RReeppoorrtt oonn tthhee AAuuddiitt ooff tthhee FFiinnaanncciiaall RReeppoorrtt RReeppoorrtt oonn tthhee AAuuddiitt ooff tthhee FFiinnaanncciiaall RReeppoorrtt Opinion We have audited the financial report of IMDEX Limited (the “Company”) and its subsidiaries (the “Group”) which comprises the consolidated statement of financial position as at 30 June 2023, consolidated statement of profit or loss and other 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 a summary of significant accounting policies, and the directors’ declaration. 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 2023 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. Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. 189 KKeeyy AAuuddiitt MMaatttteerr HHooww tthhee ssccooppee ooff oouurr aauuddiitt rreessppoonnddeedd ttoo tthhee KKeeyy AAuuddiitt MMaatttteerr DDeevviiccoo BBuussiinneessss CCoommbbiinnaattiioonn Our audit procedures included the following: On 19 January 2023, the Group (via its wholly owned subsidiary) entered into a binding agreement to acquire Devico AS (“Devico”) for an implied enterprise value of $324 million. The Group acquired 100% of issued and outstanding shares in Devico for A$335 million (Acquisition Consideration). the The acquisition is significant to the Group and accounting for the acquisition was complex due to the judgement required by the Group to identify and determine the provisional fair values of the assets acquired and the liabilities assumed, including the allocation of purchase consideration to goodwill and separately identifiable intangible assets. The acquisition also substantially increased audit effort in the scoping, direction, supervision and review of overseas component auditors given the impact of this expansion of the Group’s global operations.  We read the Share Purchase Agreement to gain an understanding of the key terms  We assessed the appropriateness of the acquisition accounting applied in accordance with the requirements of Australian Accounting Standards  We agreed the total purchase consideration paid to supporting documentation  We audited opening balances acquired utilising component auditors;  We assessed the reasonableness of the provisional fair values of the assets acquired and liabilities assumed, with the assistance of our valuation specialists, including considering whether the valuation methodologies applied were in accordance with the requirements of Australian Accounting Standards  We assessed the qualifications, competence and objectivity of the Group’s external experts involved in the fair value assessment process  We considered the adequacy of the financial report disclosures. In respect of the increased scope of audit work that was required to be performed overseas by component auditors:  We determined audit materiality at the Group level and for all components in scope.  We evaluated the scope of work to be performed at each key location, including the legacy IMDEX business components and issued referral instructions to the component auditors.  We performed site visits to Norway and Canada, met with local management and the component auditors, including both non- Deloitte component auditors, to gain an understanding of the component’s operations.  We held regular meetings with all component teams to discuss the outcome and extent of their procedures in accordance with our referral instructions.  We reviewed the underlying working papers and documentation of the component auditors for selected areas of audit focus.  We ensured that the trial balance and related supporting schedules audited by the component auditors agreed to the Group consolidation schedule and, where relevant, financial statement notes.  We assessed the accounting policies of the components for consistency with the Group’s accounting policies and tested the Group’s accounting for intercompany transactions. 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 2023,, 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. 190 IMDEX Annual Report 2023 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 that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view 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. 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. 191 IMDEX Annual Report 2023  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. RReeppoorrtt oonn tthhee RReemmuunneerraattiioonn RReeppoorrtt Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 1 to 15 of the Directors’ Report for the year ended 30 June 2023.. 126 - 140 In our opinion, the Remuneration Report of IMDEX Limited, for the year ended 30 June 2023, 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 PPeetteerr RRuupppp Partner Chartered Accountants Perth, 26 August 2023 192 IMDEX Annual Report 2023 193 IMDEX Annual Report 2023IMDEX LIMITED and its controlled entities ADDITIONAL SECURITIES EXCHANGE INFORMATION Additional Security Exchange Information as at 24 August 2023 AS AT 24 AUGUST 2023 (a) Distribution of Shareholders 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 to 100,000 100,001 and over Holding less than a marketable parcel (b) Substantial Shareholders Ordinary Shareholders L1 Capital Pty Ltd FMR LLC Vanguard Group Holdings Macquarie Group Limited BlackRock, Inc. (c) Twenty Largest Holders of Quoted Equity Securities Ordinary Shareholders HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED J P MORGAN NOMINEES AUSTRALIA PTY LIMITED CITICORP NOMINEES PTY LIMITED NATIONAL NOMINEES LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSI EDA UBS NOMINEES PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED BNP PARIBAS NOMS PTY LTD BNP PARIBAS NOMS PTY LTD MR RICHARD KARL HILL HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED SANDHURST TRUSTEES LTD NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT> CITICORP NOMINEES PTY LIMITED FIRST SAMUEL LTD ACN 086243567 AEW HOLDINGS PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA SANDHURST TRUSTEES LTD LTMAX AS Number of Fully Paid Ordinary Shareholders Number of Performance Rights Holders 1,241 1,546 686 872 107 4,452 277 - 37 29 96 35 197 - Fully Paid Number Percentage 68,624,999 28,719,034 25,548,620 16,493,220 15,860,832 13.5 5.7 5.0 3.3 3.1 Fully Paid Number Percentage 136,270,052 80,619,735 78,349,489 36,155,118 33,044,237 30,611,607 9,014,600 8,577,172 6,736,092 5,263,718 4,415,758 4,259,902 3,116,886 2,671,665 2,488,855 1,621,498 1,613,636 1,535,630 1,410,922 1,382,558 26.87 15.90 15.45 7.13 6.52 6.04 1.78 1.69 1.33 1.04 0.87 0.84 0.61 0.53 0.49 0.32 0.32 0.30 0.28 0.27 449,159,130 88.56 194 Classification | Public Page 67 of 68 IMDEX Annual Report 2023 IMDEX LIMITED and its controlled entities ADDITIONAL SECURITIES EXCHANGE INFORMATION Additional Security Exchange Information as at 24 August 2023 AS AT 24 AUGUST 2023 (d) Director and Company Secretary Shareholdings Number of Shares 1,613,636 22,728 157,083 - - - 1,793,447 Number of Performance Rights - - - - - 367,934 367,934 Name Mr. A. Wooles Mr. I. Gustavino Ms. S. Layman Mr. U. Airhiavbere Ms. T. Arlaud Mr. M Tomasz (e) Company Secretary Mr Michael Tomasz (f) Registered Office 216 Balcatta Road Balcatta Western Australia 6021 Phone: (08) 9445 4010 (g) Share Registry Computershare Investor Services Level 11 172 St Georges Terrace Perth Western Australia 6000 Phone: (08) 9323 2000 Classification | Public 195 Page 68 of 68 IMDEX Annual Report 2023 SHAREHOLDER INFORMATION Corporate Information Registered Company Name: IMDEX Limited ABN: Exchange: ASX Code: Listing Date: 78 008 947 813 Listed on the Australian Securities Exchange (ASX) IMD 24 September 1987 Registered Head Office: 216 Balcatta Road, Balcatta, Western Australia 6021 Registered PO Box: PO BOX 1262, Osborne Park, Western Australia 6916 Telephone: Email: Web Address: +61 (8) 9445 4010 imdex@imdexlimited.com www.imdexlimited.com Bank Institutions: Commonwealth Bank of Australia Auditors: Legal Advisors: Share Registry: Deloitte Touche Tohmatsu HopgoodGanim Computershare I N O T A M R O F N I R E D L O H E R A H S 196 IMDEX Annual Report 2023 SHAREHOLDER INFORMATION Share Price Performance Price for IMD.ASX July 22 Aug 22 Sept 22 Oct 22 Nov 22 Dec 22 Jan 23 Feb 23 Mar 23 Apr 23 May 23 Jun 23 Jul 23 2.40 2.20 2.00 1.80 1.60 Top 20 Largest Shareholders as at 30 June 2023 Rank Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 L1 Capital Pty Ltd. Fidelity Management & Research Company LLC Vinva Investment Management Limited The Vanguard Group, Inc. Yarra Funds Management Limited Regal Funds Management Pty. Ltd. Ausbil Investment Management Limited MFS Investment Management Tribeca Investment Partners Pty Ltd. Norges Bank Investment Management (NBIM) Acadian Asset Management LLC Macquarie Investment Management Global Ltd. Apis Capital Advisors LLC Pie Funds Management Limited BlackRock Investment Management (Australia) Ltd. DFA Australia Ltd. Ellerston Capital Limited Vanguard Investments Australia Ltd. Cbus Super 20 FIL Investment Management (Australia) Limited % ISC 13.7% 5.4% 4.4% 3.5% 2.8% 2.3% 2.2% 2.2% 2.1% 2.1% 2.0% 1.9% 1.8% 1.7% 1.7% 1.7% 1.7% 1.6% 1.4% 1.4% 197 IMDEX Annual Report 2023198 IMDEX Annual Report 2023Key Announcements 4/7/2022 FY22 Results Teleconference and Webcast Details 3/8/2022 BLY: BLY's Strategic Partner Successfully Defends Patent 15/8/2022 Preliminary Final Report 15/8/2022 Annual Report to shareholders 15/8/2022 Appendix 4G and Corporate Governance Statement 15/8/2022 IMDEX FY22 Results Announcement 15/8/2022 IMDEX Full Year Results Presentation FY22 15/8/2022 Dividend/Distribution - IMD 15/8/2022 BLAST DOG Contract Announcement 15/8/2022 FY22 Results Teleconference and Webcast Script 19/8/2022 Change of Director's Interest Notice 22/8/2022 Amendment to Change of Director's Interest Notice 23/8/2022 FY22 Teleconference and Webcast Details Sustainability Report 2/9/2022 BLY: Update-Strategic Partner's Optical Device Patent Litigation 5/9/2022 Notice of Annual General Meeting/Proxy Form 5/9/2022 Director Appointment/Resignation 6/9/2022 BLY: Boart Longyear provides Patent Litigation Clarification 12/9/2022 CEO Trading Update 14/9/2022 Investor Webinar Presentation 15/9/2022 FY22 Sustainability Report 15/9/2022 FY22 Sustainability Report Presentation 6/10/2022 2022 AGM Chairman and CEO Presentations 6/10/2022 Results of Meeting 6/10/2022 Final Director's Interest Notice 2/11/2022 Imdex Successfully Defends Patented Technologies 24/11/2022 BLY unsuccessful in Federal Court stay application 28/11/2022 USA IP Agreement with BLY & Globaltech 29/11/2022 BLY: IMDEX, Globaltech & BLY reach agreement on IP in USA 30/11/2022 Macquarie WA Forum Presentation 6/12/2022 BLY: Update on Patent Litigation - Core Orientation Tech 19/12/2022 Director Appointment/Resignation 8/6/2023 IMD Morgan Stanley Presentation 199 IMDEX Annual Report 2023Annual General Meeting Our Annual General Meeting will be held on 19 October 2023, at 11:00 am (AWST) at IMDEX’s Head Office. Members of our Board and Executive Leadership Committee will be available to discuss the Company’s performance, operations, and technologies. Corporate Calendar 28 August 2023 Release of FY23 Full Year Results 28 August – 1 September 2023 FY23 Full Year Results Road Show 19 October 2023 2 November 2023 19 February 2024 FY23 Annual General Meeting IMDEX Technology Deep Dive Release of FY24 Half Year Results 19 - 23 February 2024 FY24 Half Year Results Road Show 30 June 2024 19 August 2024 FY24 Year End Release of FY24 Full Results 19 - 23 August 2024 FY24 Full Year Results Road Show Any changes to the Corporate Calendar will be published at https://www.imdexlimited.com/investors/corporate-calendar Share Registry Enquiries Investors seeking information about their shareholdings should contact IMDEX’s share registry: Computershare Investor Services Pty Limited Address: Level 11, 172 St Georges Terrace Perth WA 6000 Postal address: GPO Box D182 Perth WA 6840 Telephone: 1300 558 507 (within Australia) +61 3 9415 4632 (outside Australia) Facsimile: +61 3 9473 2500 Email: web.queries@computershare.com.au Computershare can assist with queries on share transfers, dividend payments, the dividend reinvestment plan, notification of tax file numbers and changes of name, address or bank account details. Further information and downloadable forms can be found at https://www.imdexlimited.com/investors/shareholder-services 200 IMDEX Annual Report 2023 Company History December 1980 Australian company Pilbara Gold NL incorporated July 1985 Pilbara Gold NL changed name to IMDEX Limited September 1987 IMDEX Limited listed on the ASX 1988 1997 2001 2005 2005 Formation of Australian Mud Company Acquisition of Surtron Technologies Pty Ltd and Ace Drilling Supplies Joint venture formed with IMDEX and Rashid Trading Establishment (RTE) in Saudi Arabia July Sale of IMDEX Minerals August Acquisition of African based company Samchem August 2006 Acquisition of Swedish based REFLEX Group of Companies and United Kingdom based company Chardec May 2007 Acquisition of Swedish based company Flexit July 2007 Ace merged with REFLEX. IMDEX finalised the sale of its interest in IMDEX Arabia to RTE Acquisition of Canadian based Poly-Drill and a 75% interest in Kazakhstan based Suay Energy Services October 2007 Sale of Surtron Technologies November 2007 Acquisition of Chilean based company Southernland January 2008 Acquisition of German based company System Entwicklungs July 2008 Acquisition of the remaining 25% of Kazakhstan based Suay Energy Services September 2008 Acquisition of Australian based company Wildcat Chemicals Australia July 2010 New regional structure implemented and business reporting streamlined into Minerals and Oil & Gas Divisions September 2010 Acquisition of Australian based companies Fluidstar and Ecospin March 2011 Acquisition of German based company Mud-Data July 2011 Formation of DHS Services joint venture Acquisition of Australian based company Australian Drilling Specialties Pty Ltd August 2011 Acquisition of Brazilian based company System Mud Indústria e Comércio Ltda January 2012 Acquisition of Vaughn Energy Services (VES) by IMDEX’s DHS Services joint venture November 2012 Acquisition of ioGlobal Pty Ltd, ioAnalytics Pty Ltd and ioGlobal Solutions Inc. (together ioGlobal) December 2012 DHS Services and Vaughn Energy Services rebranded as VES International September 2014 Acquisition of 2iC June 2015 Divestment of Suay Energy Services 2016 Divestment of AMC Oil & Gas January 2018 Option to acquire Flexidrill Limited and Flexidrill Construction Limited (together Flexidrill) January 2020 Completed acquisition of Flexidrill July 2020 Completed acquisition of AusSpec International September 2021 Completed acquisition of DataCloud International Inc. November 2021 Investment in Datarock Holdings Pty Ltd February 2023 Acquisition of Devico April 2023 40% interest in Krux Analytics 201 IMDEX Annual Report 2023Forward Looking Statements This report may contain certain ‘forward-looking statements’ and projections provided by or on behalf of Imdex limited (IMDEX). Forward looking statements can generally be identified by the use of forward looking words such as, ‘expect’, ‘anticipate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’, ‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’ ‘outlook’, ‘guidance’ and other similar expressions within the meaning of securities laws of applicable jurisdictions. These forward looking statements reflect various assumptions made by or on behalf of IMDEX. You are cautioned not to place undue reliance on forward looking statements. The statements, opinions and estimates in this report are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance, and estimates. The forward looking statements contained in this report are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of IMDEX, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. The forward looking statements are subject to significant business, economic and competitive uncertainties and contingencies associated with the mining-tech industry which may be beyond the control IMDEX, which could cause actual results or trends to differ materially, including but not limited to retention of key business relationships, environmental impacts and claims, operational and executional risks, research and development and intellectual property risks, an inability to meet customer demand, price and currency fluctuations, operating results, legislative, fiscal and regulatory developments, economic and financial market conditions in various countries, approvals and cost estimates, environmental risks, ability to meet funding requirements and share price volatility. Accordingly, there can be no assurance that such statements and projections will be realised. IMDEX makes no representations as to the accuracy or completeness of any such statement of projections or that any forecasts will be achieved. A number of important factors could cause actual results, achievements or performance to differ materially from the forward looking statements, including the risks and uncertainties set out above. Investors should consider the forward looking statements contained in this report in light of those matters. the forward looking statements are based on information available to IMDEX as at the date of this report. Except as required by law or regulation (including the ASX listing rules), IMDEX undertakes no obligation to provide any additional or updated information whether as a result of new information, future events, or results or otherwise. indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements. 202 IMDEX Annual Report 2023203 IMDEX Annual Report 2023imdex@imdexlimited.com www.imdexlimited.com 204 IMDEX Annual Report 2023

Continue reading text version or see original annual report in PDF format above