ANNUAL
REPORT
20
24
In 2012, we established IMEXHS with a clear mission: to provide cutting-edge medical imaging technology
solutions for healthcare professionals working in challenging environments. This foundation set the
stage for our future growth and innovation. By 2015, we had already begun to make significant strides in
expanding our reach. Our services extended across Latin America, with notable presence in countries
such as Mexico and Ecuador. This expansion demonstrated our ability to adapt our solutions to diverse
healthcare systems and needs.
A pivotal moment in our company's history came in 2018 when we listed on the Australian Stock
Exchange (ASX:IME). This listing not only provided us with additional resources but also enhanced our
global profile and credibility in the MedTech-sector. The Company achieved FDA clearance in the United
States in 2019 and expanded into new medical verticals and introduced AI tools, Cloud Innovation and
Operational Acquisition.
In 2020 the company launched of AQUILA in the Cloud. This modern radiology imaging solution set a new
standard in the industry and served as a catalyst for accelerating our global expansion efforts. In 2021,
the Company acquired RIMAB SAS. This acquisition strengthened our radiology services and provided us
access to an extensive repository of data curated by in-house radiologists, enhancing our capabilities in
AI and machine learning.
FOUNDING
AND EARLY EXPANSION
01
GLOBAL RECOGNITION AND
TECHNOLOGICAL ADVANCEMENTS
JOURNEY UNFOLDS
2012 – 2024
Since our founding in 2012, IMEXHS has maintained a steadfast commitment to our
core identity while continuously evolving to meet the changing needs of the healthcare
industry. Our journey has been marked by growth, innovation, and a relentless focus
on providing the best possible medical imaging software and reporting for our
customers. Here's an overview of our key milestones and achievements:
02
FOCUS ON PROFITABILITY AND
SUSTAINABLE GROWTH
GROWTH AND STRATEGIC ADVANCEMENTS
Recognising the evolving market dynamics, in 2022 we implemented a plan to shift our
focus towards achieving profitability. This involved a comprehensive review
encompassing:
Implementing cost
reduction measures to
optimize our operations,
Retaining and growing
our recurring revenue
streams, and
Acquiring new customers
to expand our market
share.
1
2
3
2023 marked a year of growth and advancements for IMEXHS. We successfully expanded our market
presence by undertaking larger projects, increasing our impact in the medical technology sector. We
strengthened our market position by attracting industry leaders to our software and radiology business,
expanding our customer base.
2024 saw the company move to a positive underlying EBITDA, increasing revenue from $19.7m to
$26.5m. We also invested in an enhanced product offer across functionality, platforming and service in
response to our growing customer needs, Product revamp - “Radiologists with superpowers”:
Numbers in the right direction, achieving underlying EBITDA positive
New Value proposition
RIMAB
Ongoing cost control
Leaner operation
Price increase across all main customers
03
TABLE OF CONTENT
Global footprint & key stats
Financial Highlights
Chairman’s letter
CEO’s report
About us
Updates on software
and product development
Our team culture
Case study
Financial report
04
06
08
11
14
22
23
26
29
04
GLOBAL FOOTPRINT
CERTIFICATIONS
Australia
Thailand
Spain
United States
Mexico
Honduras
Guatemala
El Salvador
Costa Rica
Colombia
Venezuela
Ecuador
Dominican Republic
Peru
Bolivia
Brazil
Panama
KEY STATS 2024
Sites benefitting from our solutions:
Current Distributors:
# New studies per annum:
Images (stores – Anonymized):
Petabytes Stored:
8.9m
1.7b
8
525
Specialists benefitting from our solutions:
3,467
Users Patient Portal:
1.9m
Patient Portal Entries:
4.5m
27
05
06
FY24 FINANCIAL
HIGHLIGHTS
vs $2.4m
(31 Dec 2023)
Cash
$2.1m
vs $1.3m
(31 Dec 2023)
Debt
$1.2m
up 34% vs pcp; up
27% on a constant
currency basis.
Sales revenue
ARR
Underlying EBITDA
$0.5m
vs $0.2m in pcp.
up 20% vs pcp; up
24% on a constant
currency basis.
$26.5m
$30.0m
07
ANNUALISED RECURRING REVENUE (ARR)
SEGMENT FINANCIALS
A$ MILLIONS
0
2020
2021
2022
2023
2024
5
10
15
20
25
30
35
Spot Billing
CC Billing
CC Not Yet Billing
Spot - Not Yet Billing
Revenue
ARR
8.9
9.9
17.6
20.1
--
--
26.5
30.0
$m
Software
Radiology Services
Corporate
Total
Underlying
EBITDA
3.1
0.1
(2.7)
0.5
* Constant Currency (CC) that historical results at each year end are converted at the 31 Dec-24 exchange rate. This removes
the impact of changes in currency rates and allows comparison of IMEXHS’s underlying operating performance.
*
** FY24 Underlying EBITDA excludes the impact of FX, share based payments and the allowance for expected credit loss of $157,000
for a slow paying customer who has entered a binding payment agreement.
---
**
08
CHAIRMAN’S LETTER
TO SHAREHOLDERS
IMEXHS Limited provides medical imaging software into 18 countries, focused primarily on Latin America.
Colombia has currently the largest share of software contracted clients, but the company sees Mexico,
Ecuador and Peru as future strong areas for growth. The company provides also contracted radiology
service to hospitals and insurance companies across Colombia and provides teleradiology reporting to
clients in Spain and Mexico.
Colombia's economy experienced modest growth in 2024, with a projected GDP growth rate of 1.8%. This
growth rate reflects the lingering impacts of tight macroeconomic policies and slowing global growth. The
country has been working on maintaining its strong macroeconomic framework and enacting reforms to
create a business-friendly environment. Despite these efforts, challenges such as high informality, low
access to quality education, and gender gaps in the labour market persist. Public debt has been reduced
to 57% of GDP, but financing costs have increased. The government is focusing on fiscal consolidation
and complying with fiscal rules to support debt sustainability.
Mexico's economy is projected to grow by 1.4% in 2024. The growth was supported by easing inflationary
pressures and a gradual decline in interest rates, which helped stimulate consumption and investment.
Export growth remains strong, driven by favourable economic conditions in the United States. However,
domestic demand has weakened, with slowing private consumption and investment. The public deficit
has widened to 5% of GDP, the highest level in 35 years, due to increased spending on infrastructure
projects and support for the state-owned oil company PEMEX.
Elsewhere across Central and South America it is a mixed but mostly positive outlook with several key
relevant economies reporting moderating inflation.
Continued working capital pressure most particularly in RIMAB, our Radiology Services business, has
been a significant issue throughout the year and has slowed initiatives we would otherwise liked to have
funded more aggressively.
As at the beginning of December 2024 the company settled a long standing slow paying debtor with a
legally binding payment plan. The company understands it must drive sales and revenue faster than we
have been. This settlement is helpful, with the company still needing to remain focussed on cash at the
same time as we seek to drive growth faster.
Despite this, the company has made good progress in several areas.
Our practice of pricing software in USD has been largely accepted and for the year ended December
2024, 59% of Software revenue was priced in hard currencies versus 45% in the prior year. Of the
software booked at the end of the year, 69% of ARR was priced in USD.
Price reviews within contract terms were carried out during the year.
OUR BUSINESSES
SOFTWARE
09
The value of our software to our clients was also reflected in product capability extensions to existing
clients plus the addition of new sites contributing to an overall trend of increasing average revenue per
customer.
Very good progress has been made in the new software architecture described as the ‘New Value
Proposition’ (NVP) and which will deliver some major benefits to our clients. These benefits include
improved robustness and reliability, digital security, speed and cost of installation, ease of adding
multiple ‘ologies’, much lower cloud storage costs and a comprehensive suite of integrated AI tools to be
used at the client’s discretion and cost.
There has also been a related software product development specifically for teleradiology operators
which incorporates all of the NVP architecture and designed to improve productivity and flexibility
between platforms.
These product developments are at various stages of development and early-stage release. Progressive
release and product launch is not planned until the end of Q1 2025. While the company continues to see
new sales at a solid rate, realistically, we will not see software sales acceleration until H2 2025.
The process enhancements and software releases to date have resulted in some significant benefits both
to our company and for our clients.
Commercially, several initiatives were undertaken in 2024 which would have to be described as ‘in
progress with more to be achieved’. These include a re-energised partner program with greater support
from the company, a new, more structured approach to sales prospecting, a direct sales team on the
ground in Mexico and (in aggregate) greater investment in our sales team.
As we look forward to 2025, we expect to see further progress on these initiatives as well as a stronger
web presence, the marketing launch of the New Value Proposition and a more structured approach to
inbound enquiry.
In 2024 we saw software revenue increase by 17% and the management of IMEXHS aim to accelerate that
growth in 2025. As well as the opportunities product development brings the company has also identified
several Central and South American markets it will seek to expand in 2025.
RIMAB provides a high-end outsourced radiology and remote teleradiology service. We serve several of
the major hospital groups in Colombia. While RIMAB provides teleradiology services into Mexico and
Spain it only operates in hospitals within Colombia.
This sector is well established and growing in Latin America and around the world. It relieves hospitals of
having owned and operated clinics and leaves the economics to third party specialists. One the other
hand professional purchasing departments of hospitals and insurance companies have squeezed
margins and extended payments.
This leaves operators funding real operating costs with high working capital requirements and (as
mentioned earlier) at the beginning of December 2024 the company settled a long standing slow paying
debtor with a legally binding payment plan.
RIMAB RADIOLOGY SERVICES
10
Our company experienced significant inflationary cost drag entering into 2024 and has spent much of the
first half renegotiating contract terms to improve the economics for us and still provide sound economics
and great healthcare outcomes for our clients. RIMAB has also focussed closely on operating costs and
collections.
We expect to see margins expand as we enter 2025.
During 2024 in Colombia there has been considerable political uncertainty in the sector with Colombia’s
President pushing a radical transformation of Colombia’s health system to replace the private
insurance-based system entirely with a government funded health scheme. This initiative has stalled out
in Colombia’s Congress and Senate. While the proposed measures are unlikely to directly affect the
RIMAB business model, they do create an environment of considerable investment and other
decision-making uncertainty.
PLAN AND OUTLOOK
Firstly, across our organisation, a challenge for much of 2024 was local accounting with some churn in the
team. Complex invoicing, regulations and collections processes adds to the difficult task set. The
company believes that has been much improved with a new local finance manager. The sales team is
always a work in progress but indeed progress has been made with some talented members joining and
contributing to the team. Similarly, investment in marketing most particularly for software has increased
in the second half of 2024 and will do so again mostly from end of Q1 2025.
We talked about the New Value Proposition twelve months ago. In 2025 this major development is about
to be a reality and we are genuinely excited about its prospects and the opportunity for the company it
represents. While there is always much more to do, we believe the company can execute on that
opportunity.
Working capital continues to be tight however the effort to improve margin, tight control of costs in
RIMAB and the payment plan put in place with a large non-payer should see RIMAB in a position to
resume profitable growth.
We appreciate the support and engagement of our shareholders and have sought to improve our
communication, including detailed quarterly reporting. Your Directors and Management are highly
conscious that they need to deliver on the promise this company holds. We look forward to 2025 with
some optimism.
I want to thank my fellow directors for their engagement, contribution and diligence. Most
importantly I want to thank our great team of people, ably led by our CEO, Dr German Arango,
for their dedication and outstanding work.
CEO’S REPORT
Latin America continues to experience economic fluctuations driven by currency volatility, inflationary
pressures, and varying policy responses across the region. While some economies have shown resilience,
others continue to face fiscal challenges and capital flow restrictions. Despite these factors, healthcare
remains a key area of investment, with governments and private entities prioritizing medical
infrastructure and digital transformation.
The medical imaging software and radiology markets in Latin America are experiencing significant
growth, fueled by increasing demand for advanced diagnostics, cloud-based solutions and artificial
intelligence integration. Public healthcare institutions and private providers alike are seeking scalable and
cost-effective imaging solutions, leading to a shift from legacy systems to cloud-native PACS and RIS
platforms. Additionally, compliance with international data security standards, such as ISO 27001, is
becoming a critical requirement, driving further investment in secure and interoperable healthcare
solutions.
ECONOMIC TRENDS IN LATIN AMERICA
AND MEDICAL IMAGING INDUSTRY
In 2024 IMEXHS achieved positive underlying EBITDA, reflecting financial discipline and operational
efficiency. Revenue grew by 34% year-over-year to $26.5m (27% in constant currency), while Annual
Recurring Revenue (ARR) reached $30.0m, up 20% year-over-year (24% in constant currency). We
improved our operational cash flow despite increasing working capital requirements for our recurring
revenue model, while keeping debt levels below the prior year.
A significant shift in pricing methodology for software was achieved with 59% of FY24 revenue priced in
hard currencies (AUD, USD, EUR), converted at spot rates to COP or local currencies, while most costs
remain in COP.
As at December 31st, 69% of software ARR was priced in hard currencies.
FINANCIAL PERFORMANCE
I am pleased to present IMEXHS Ltd’s Annual Report for the year ending December 31, 2024. This year
has been transformative, marked by significant achievements that have strengthened our position in the
medical imaging industry.
11
IMEXHS expanded its footprint to 525 sites across 18 countries, supporting 9 million new imaging studies.
Key multi-year contract renewals, with improved pricing, and a churn rate below industry levels confirm
the stickiness of our solutions.
OPERATIONAL MILESTONES
KEY ADVANCES INCLUDE:
Enhanced Post-Sales Service:
Strengthened customer support, supporting long-term client relationships.
Enhanced RIS System (AQUILA v0.5):
Expanded workflow automation beyond teleradiology, optimizing clinical and operational processes.
Universal Viewer v6.3.3:
Integrated advanced 3D rendering and AI-powered diagnostic assistance, improving radiologist
workflow.
PACS v5.30:
Strengthened security with Transport Layer Security (TLS) encryption and ISO 27001-compliant audit
logging.
IMEXHS DICOM Gateway v1.5:
Introduced local study storage, reducing dependency on external servers and improving data management.
Patient Portal v3.3.0:
Upgraded for enhanced security, seamless email integration, and streamlined WhatsApp-based study sharing.
These technological improvements align with our focus on scalability, security, and interoperability, ensuring
our solutions remain best-in-class.
Security Compliance:
Adherence to ISO 27001 security standards, ensuring robust data protection.
Rapid Deployment:
Industry-leading implementation times for quicker customer adoption.
AI-Powered RIS/PACS Platform:
Embedded AI, productivity tools, academic resources, and large language model integration to
enhance diagnostic accuracy and efficiency.
Cost Savings:
A redesigned platform architecture will reduce storage costs by 30–40% per unit of storage.
Through closer management our Partner Program is gaining traction, with a more stable distributor
network of 27 partners across 16 countries. Notably, Mexico shows strong pipeline potential.
A better supported Marketing Strategy aims to improve brand positioning and recognition and
articulate our competitive advantages.
IMEXHS continues to advance its product suite with a focus on efficiency, compliance, and AI-driven
improvements. Key developments include:
PRODUCT AND TECHNOLOGY UPDATES
12
IMEXHS has cultivated a high-performing team
with a more senior, stable, and mature
leadership structure while maintaining the
agility and innovative mindset that drives our
success.
STRENGTHENING OUR TEAM
RIMAB has addressed its cost structure and
renewed key contracts with improved pricing. It
now operates across 38 centers, employing
over 150 radiologists and 20 gynecologists,
handling approximately 1.2 million new studies
annually.
The
growth
achieved
in
2024
strengthens our market presence and service
delivery.
RIMAB SUBSIDIARY
PERFORMANCE
We are on track to complete our New Value
Proposition software, which we expect will
accelerate our growth. Our focus in 2025 is on
profitability through disciplined cost control,
driving revenue growth and being cash positive
over the year. I extend my gratitude to our
dedicated
team,
valued
clients,
and
shareholders for their support. Together, we
continue
advancing
healthcare
through
innovative imaging solutions.
Dr. German Arango
Chief Executive Officer
IMEXHS Ltd
LOOKING AHEAD
13
At IMEXHS, our mission is to revolutionize healthcare through cutting-edge, cloud-based imaging
solutions that enhance diagnostic accuracy, streamline workflows, and improve patient outcomes. We
help imaging diagnosis to change lives.
In addition to our software solutions, IMEXHS provides radiological diagnostic services to hospitals and
medical facilities, primarily in Colombia and Spain. Leveraging our advanced imaging software, we deliver
high-quality teleradiology services.
With a dedicated team of over 400 employees, IMEXHS is committed to delivering exceptional service and
support to our clients. We adhere to the highest security standards, including ISO 27001 certification,
ensuring the protection of sensitive patient data. Our focus on rapid deployment and superior post-sales
service has established us as a trusted partner in the medical imaging industry.
As we continue to innovate and expand our global footprint, IMEXHS remains dedicated to transforming
healthcare through technology, improving the quality and accessibility of medical imaging services
worldwide.
ABOUT US
MISSION
SOFTWARE SOLUTIONS
RADIOLOGY SERVICES
COMMITMENT TO EXCELLENCE
We specialize in the development and sale of our proprietary AQUILA software platform, a modular
and cloud-based system designed to meet the diverse needs of the medical imaging industry.
Our solutions are cloud-based, vendor-neutral, and feature zero-footprint technology, eliminating the
need for installed software and enabling seamless integration into existing systems.
14
As we look to the future, IMEXHS is proud to unveil our New Value Proposition, which we believe will
revolutionise the radiology industry and provide our customers with unparalleled capabilities. Our vision
is centred on empowering "Radiologists with Superpowers" through three key pillars:
Our commitment to innovation is exemplified by our new product offering, which we are confident will
evolve to become "the most advanced, contemporary and secure radiology AI-enhanced software
solution" in the market. We have made significant strides in this area, with the development of a new
multi-tenant cloud-native Radiology Information System (RIS). This system is now poised for ISO 27001
and HIPAA certification, underscoring our dedication to maintaining the highest standards of data
security and compliance.
NEW VALUE PROPOSITION
ADVANCED PRODUCT DEVELOPMENT
2
1
Our third pillar focuses on making our product "the most efficient, user-friendly and swiftly
implementable" solution in the market. We have successfully implemented a DevOps strategy that
enables bi-weekly delivery of new features and versions. This approach ensures that our customers
always have access to the latest improvements and can quickly adapt to evolving needs in the radiology
field.
By focusing on these three areas – product excellence, superior customer support, and efficient
implementation – we are confident that IMEXHS is well-positioned to lead the next wave of innovation in
medical imaging technology. Our New Value Proposition not only enhances our current offerings but also
lays the foundation for sustained growth and market leadership in the years to come.
STREAMLINED IMPLEMENTATION AND
CONTINUAL IMPROVEMENT
3
We have set a new benchmark in customer support, aiming to deliver an experience that is truly
"unparalleled" and "setting a new industry standard." Our efforts have already yielded impressive results,
with all service and support Key Performance Indicators (KPIs) reaching top-tier levels for the industry. We
are proud to report a Service Level Agreement (SLA) compliance rate above 97%, system uptime
exceeding 99.9%, and a Net Promoter Score (NPS) of 55 for our Patient Portal.
EXCELLENCE IN CUSTOMER SERVICE AND SUPPORT
15
OUR OFFERING
IMEXHS CLOUD is our standardised radiology solution tailored for small and medium-sized
centres. This cloud-based, multi-tenant platform offers:
•
Affordable and accessible RIS/PACS functionality
•
End-to-end workflow management, from scheduling to billing
•
Advanced medical visualization and reporting tools
•
Subscription-based pricing model tied to radiology study volumes
•
Optional premium features including AI and Advanced Visualization
Designed for large clinics and hospitals, IMEXHS ENTERPRISE is our highly adaptable
imaging platform that provides:
•
Multi-site support for complex healthcare networks
•
Advanced visualization and post-processing capabilities
•
Robust business intelligence and practice management features
•
Unparalleled flexibility and scalability
•
Custom integrations and workflows to optimize institutional processes
IMEXHS CLOUD
IMEXHS ENTERPRISE
IMEXHS ENTERPRISE agreements are typically customised, long-term contracts averaging 5 years, with
pricing based on volume tiers. These complementary solutions underscore our commitment to serving
diverse healthcare providers across the LATAM region, from small practices to large hospital networks,
with state-of-the-art medical imaging technology.
16
IMEXHS RADIOLOGY SERVICES
(RIMAB)
In 2024, IMEXHS Radiology Services (RIMAB) focused on enhancing profitability through strategic price
adjustments and rigorous cost management. This approach plus the high quality of our services, has
solidified our position as a leading provider of medical imaging services in Colombia.
This segment remains the cornerstone of our business, contributing significantly to RIMAB's revenue. By
addressing the global shortage of radiologists, we combine a team of over 160 highly skilled Radiologists
with advanced technology integration to deliver comprehensive imaging solutions.
Price Renegotiations: We successfully renegotiated contracts with our primary customers,
securing improved pricing structures set to positively impact margins in early 2025.
Cost Control Measures: Through rigorous cost management, we have optimized our operational
expenditures, contributing to a better financial performance.
Volume Growth: An increase in service volumes has further bolstered our revenue streams,
reflecting the growing demand for our high-quality imaging services.
New procedures: Highly advanced diagnostic and interventional procedures are constantly added
to our portfolio, increasing competitiveness for new potential customers and stickiness with
existing customers.
Colsubsidio insight: In September 2024, IMEXHS successfully renegotiated its pricing terms with
Colsubsidio to enhance margins on this key account. The new commercial conditions will be
implemented in three phases, with initial benefits expected in Q1 2025 and full implementation by
July 2025, thereby driving progressive gains in profitability. Additionally, the contract has been
extended through June 2026, reinforcing the company’s long-term partnership with one of its main
clients.
CORE SERVICE AREAS
RIMAB's operations are centered around two primary service areas:
OUTSOURCING OF IMAGING FACILITIES:
We have refined our teleradiology offerings to focus on select international markets, including Spain. This
strategic realignment allows us to concentrate resources on higher-margin opportunities within our core
competencies, particularly in outpatient facilities and the outsourcing of imaging centers.
In 2024, RIMAB implemented strategic initiatives to enhance profitability and operational
efficiency:
These efforts have collectively strengthened RIMAB's financial foundation, positioning us for achieving
growth and profitability in the following year.
1
2
TELERADIOLOGY SERVICES:
17
VALUE PROPOSITION
Our commitment to excellence in medical imaging is driven by:
By focusing on these core areas, RIMAB has enhanced its margins, positioning itself as a leader in
the evolving medical imaging landscape across Colombia. As we advance, our dedication to
innovation, quality, and strategic growth remains steadfast in our mission to provide accessible,
high-quality medical imaging services to an expanding patient population.
Handling large volumes of medical images ensures comprehensive
and reliable services.
Extensive Experience:
Our team possesses deep expertise across various subspecialties,
including neuroradiology, abdominal imaging, chest imaging,
musculoskeletal imaging, breast imaging, pediatric imaging, and
interventional radiology.
Specialized Radiologist Team:
Our radiologists are distinguished by strong academic credentials
and are well-recognized within the medical community, ensuring
high-quality reporting and reinforcing our leadership in medical
imaging services.
Academic and Professional Recognition:
18
IMEXHS PATIENT PORTAL
Our web-based IMEXHS Portal has proven to be a vital tool for radiologists, referring
physicians, specialists, and patients, providing 24/7 access to diagnostic imaging results.
The platform saw substantial usage, with over 374,000 monthly entries, totalling 4.5
million in 2024.
WEB VOICE RECOGNITION
Our advanced voice recognition tool, powered by Nuance, has significantly enhanced
the efficiency and accuracy of dictating patient diagnosis reports for radiologists.
ADVANCED VISUALIZATION TOOL ADD-ONS
KEY CAPABILITIES
Our advanced visualization tool add-ons are designed to enhance the analysis of
medical images across various specialties, including neurological, abdominal, chest,
vascular, and musculoskeletal (MSK) protocols. These tools enable the rendering of
complex imaging protocols from MR and CT acquisitions, providing detailed and
accurate information typically found only in high-end imaging centres.
Detailed Imaging Analysis: Users can examine medical images to obtain additional qualitative or
quantitative data, facilitating a deeper understanding of complex diseases.
Efficient Data Processing: Allow for the efficient post-processing of large data volumes,
streamlining the analysis process.
Organ Functionality and Pathology Evaluation: Users can study the functionality of specific
organs, evaluate different pathologies, and analyse structural changes associated with various
diseases.
Cost-Effective and Scalable: Our solutions are engineered to help healthcare centres and clinics
maximise quality and accuracy while minimising costs, ensuring scalability for future growth.
OUR PRODUCT
EXTENSIONS
19
AI SUITE
At IMEXHS, we are committed to enhancing diagnostic precision and efficiency by
integrating advanced artificial intelligence (AI) tools into our medical imaging solutions.
We have partnered with leading AI providers, such as DeepC and Entelai, to incorporate
their innovative technologies into our platform. This collaboration enables seamless
visualization and workflow integration, allowing our users to access a wide array of AI
applications designed to support radiologists in their daily routines. By embedding
these AI tools, we aim to streamline radiology workflows, reduce reporting times, and
improve diagnostic accuracy, ultimately elevating patient care standards.
Preloaded Templates: It includes the ability to preload templates for common diagnoses, allowing
radiologists to complete reports quickly using specific voice commands. This feature simplifies the
reporting process, making it more efficient and user-friendly.
Enhanced Productivity: By leveraging advanced voice recognition technology, our tool helps
radiologists focus more on patient care and less on administrative tasks, thereby improving overall
workflow efficiency.
MODALITY WORKLIST GATEWAY
In 2024, we introduced our Virtual DICOM Gateway, an innovative solution that replaces
traditional hardware-based interfaces for connecting imaging modalities to our
software platform. This fully virtual approach eliminates the need for physical
equipment, significantly reducing deployment times, on-site service requirements,
costs, and engineering hours. Comprehensive flow tests, conducted in collaboration
with select RIMAB clients across various modalities—including X-ray, CT, MRI, and
ultrasound—have consistently demonstrated the Virtual DICOM Gateway's optimal
performance and seamless integration capabilities.
KEY FEATURES
Efficient Reporting: The tool enables radiologists to dictate reports swiftly and accurately, reducing
the time spent on this critical task.
20
Optimisation:
Termination of underperforming partnerships, reallocating resources to high-potential alliances.
Focus:
Strengthened relationships with core partners, fostering deeper collaboration and shared success.
Efficiency Gains:
Improved resource allocation, resulting in higher ROI on partnership initiatives.
Compensar Partnership:
Positioned IMEXHS as a trusted technology ally for large healthcare networks.
KEY OUTCOMES
STRATEGIC WINS
PARTNERS PROGRAM
The IMEXHS Partners Program encompassed 27 partners across 16 countries, reflecting our commitment
to scalable global growth.
STRATEGIC REALIGNMENT
LAYING THE FOUNDATION FOR GROWTH
To maximise the effectiveness of our partnerships, the Company conducted a
review of sales execution, pipeline opportunities, and partner performance. This
analysis led to a decision to streamline our network, prioritising key partners that
align closely with IMEXHS’s strategic vision and to provide more direct support.
DRIVING REGIONAL SUCCESS
2024 was marked by strategic wins and market engagement initiatives across
LATAM. Our collaboration with Compensar, a major Colombian healthcare
organisation, was a highlight, providing care through 4 clinics, 9 healthcare centres,
and 10 primary care units.
21
KEY ACHIEVEMENTS
UPDATES ON SOFTWARE
& PRODUCT DEVELOPMENT
Aquila New Generation
ISO 27001:2022 Pre-Certification
2024:
In 2024, IMEXHS focused on consolidating and enhancing our New Value Proposition, achieving
significant milestones on two key fronts: refining our software delivery, implementation, support, and
service processes, and introducing a new generation of our Aquila RIS/PACS system.
We successfully designed and implemented a new cloud-native RIS and PACS platform from the ground
up. This next-generation Aquila system features a multi-tenant, multi-cloud architecture and includes
innovative elements such as intelligent workflows, autopilot functionality, generative AI assistants, and
multiple add-ons. All built around a Modern Software Delivery Framework.
We adopted modern software delivery practices, including DevSecOps, which enables us to deliver new
features and updates on a weekly or daily basis. This framework allows for massive and automated
updates for our installed base and provides the flexibility to experiment with innovative features tailored
to specific segments, geographies, and user roles.
We obtained pre-certification for ISO 27001:2022 for the Aquila New Generation platform. This
certification is the global standard for information security management systems, ensuring robust risk
management, cyber-resilience, and operational excellence.
Best-in-Class Service Metrics
Our commitment to delivering exceptional service is reflected in our key performance indicators (KPIs) for
2024:
A YEAR OF CONSOLIDATION AND INNOVATION
Customer Effort Score (CES) for Service:
Net Promoter Score (NPS) for the Patient Portal:
55
6.6 minutes
92%
99.9%
97.5%
Uptime:
Support Service Level Agreement (SLA):
First-Time Response Time:
22
OUR TEAM
DOUG FLYNN
NON-EXECUTIVE CHAIRMAN
Mr Flynn is an experienced international business
leader with a track record of successfully running
companies in Europe and Australia. He has expe-
rience in various industries, including manufactu-
ring and mining services, business services,
media, advertising and marketing services, and
human resources. Throughout his career, Mr
Flynn has held executive and non-executive roles
in several companies, including ICI, Rentokil Initial,
NewsCorp, Aegis Group, West Australian Newspa-
pers, Seven West Media, APN Outdoor, NextDC,
and Konekt Limited. In the UK, Mr Flynn held
leadership positions at News International, Aegis
Group, and Rentokil Initial. Currently, he is the
chair of NextDC Ltd.
Dr. Arango has over 19 years of experience as a
practicing radiologist in Colombia. He completed a
fellowship in Diagnostic Neuroradiology at McGill
University in Montreal, Canada, and holds a
degree in Medicine and Surgery from Universidad
El Bosque. He also has a residency in Radiology
and Diagnostic Imaging from Universidad de La
Sabana, and a visiting fellowship in Neuroradiolo-
gy from the Medical College of Georgia. Dr.
Arango is a well-known figure in the academic
community and has served as a professor of Neu-
roradiology for radiology, neurology, neurosur-
gery,
and
maxillofacial
surgery
residency
programs at several universities in Colombia.
DR. GERMAN ARANGO:
CEO & CO-FOUNDER
CARLOS PALACIO:
NON-EXECUTIVE DIRECTOR
Mr. Palacio is a seasoned entrepreneur with a
proven track record in international IT, telecom-
munications, and strategic management. He
earned a bachelor's degree in electrical enginee-
ring with a specialization in Telecommunications
from the University of Technology Sydney and
holds master’s degrees in management and busi-
ness administration from Macquarie University.
Mr. Palacio founded and served as the CEO of
Crosspoint Telecommunications, a company that
provided managed IT services globally, with ope-
rations in Australia and SE Asia. He led the
successful sale of the company in 2022.
Dr Lingard is a qualified radiologist and nuclear
physician with a wealth of international medical
and commercial experience, having held leaders-
hip positions in Auckland, Washington DC, and
Sydney. In Australia, he co-founded Pittwater
Radiology Partners which after several acquisi-
tions merged and listed on the ASX as Medical
Imaging Australasia Ltd. Dr Lingard holds a medi-
cal degree from the University of Otago and is a
Fellow of the Australian & New Zealand College of
Radiologists. He is a Senior Fellow of FINSIA and a
member of the Australian Institute of Company
Directors. He is the founder and present chairman
of the Mito Foundation, the peak charity for mito-
chondrial disease in Australia.
DR DOUG LINGARD:
NON-EXECUTIVE DIRECTOR
23
DAMIAN BANKS:
NON-EXECUTIVE DIRECTOR
Mr. Banks is an experienced business leader with
a proven track record in the development and
expansion of successful businesses in the
healthcare, employment, and banking industries.
He has a focus on financial management,
technology, and people, as well as a strong history
of developing customer-focused cultures. Mr.
Banks
has
also
completed
several
M&A
transactions. His most recent executive position
was as the Managing Director and CEO of Konekt
Limited, a technology-focused healthcare and
employment company. Prior to this, Mr. Banks
held several leadership roles with Westpac
Banking Corporation. Currently, Mr. Banks serves
as director for Boom Logistics and Chairman of
Kip McGrath Education Centres.
With more than 22 years of experience as a practi-
cing radiologist in Colombia and Spain, Dr Marin
has a wealth of expertise in the field. He has
served as chief radiologist at the CETIR teleradio-
logy group, the Doc de Mayo Hospital, and the San
Rafael Hospital. Dr Marin holds a degree in medi-
cine and surgery from the Universidad Pontificia
Bolivariana and has specialized in radiology and
diagnostic imaging from the National University.
He also holds a European Diploma in Neuroradio-
logy from ESNR. In addition to his clinical work, Dr
Marin is a member of the IMAGINE research and
development group for advanced imaging diag-
nostics at the University of Los Angeles and serves
as an assistant professor of diagnostic neurora-
diology for residency programs in neurology, neu-
rosurgery, and neurology at the University FUCS.
DR JORGE MARIN: CHIEF MEDICAL
OFFICER & CO-FOUNDER
REENA MINHAS:
CHIEF FINANCIAL OFFICER
With over 10 years of experience as a CFO and
Company Secretary for ASX-listed companies, Ms
Minhas is skilled in providing financial leadership
and strategic direction to drive business growth.
She has previously held these roles at Konekt
Limited, ILH Group Limited, and Energy One
Limited, and has played a key role in acquisitions,
debt, and equity capital formation, and building
strong finance functions. Ms Minhas was also
instrumental in the sale of Konekt Limited to
Quadrant Private Equity’s APM.
With an MBA and over 18 years of management
experience, Mr Joven is a seasoned professional in
the technology, FMCG, and financial services
industries. He has extensive experience leading
regional teams of over 100 people in digital trans-
formation, innovation, technology, digital product
and software development, business manage-
ment, sales, and finance. In his roles as CIO, CTO
and CDO Officer, Mr Joven has been responsible
for defining digital strategies, developing new
business models, and creating digital products
and services. He has also had P&L responsibility in
multinational companies.
ORLANDO JOVEN:
CHIEF OPERATIONS OFFICER
24
JUAN DAVID FAJARDO:
VP OF GLOBAL SALES
Results-driven executive with 28 years of
experience driving business development, sales,
and operations across the United States, Latin
America (including Brazil and Mexico), and
Sub-Saharan Africa. With a strong background in
Healthcare, IT, Biotechnology, and FMCG, Juan
David has held senior leadership roles, including
Chief Commercial Officer and General Manager,
leading multinational organizations to profitable
growth with full P&L responsibility. An Industrial
Engineer
by
training,
he
has
successfully
launched and scaled operations in new markets,
including opening Sub-Saharan Africa for a
technology company. Having lived in Colombia
and Brazil, he brings a global perspective, dual
Colombian and British nationalities, and deep
expertise
in
market
expansion,
strategic
leadership, and operational excellence.
With more than 12 years of experience as a radio-
logist, Dr Niño has practiced at the Fundación
Cardio Infantil and is currently the medical direc-
tor of RIMAB since November 2019. Sandra is a
Medical Surgeon from the Universidad del Rosa-
rio, Specialist in Radiology and Diagnostic Ima-
ging from the same university, Fellowship in
abdominal imaging and non-vascular interven-
tion; currently pursuing an executive MBA at
Inalde Business School.
DR SANDRA NIÑO:
MEDICAL DIRECTOR
ELIZABETH MENDEZ:
OPERATIONS MANAGER AND
CONTRACT AUDIT
With a master’s degree in business administra-
tion with a specialization in Human Resources, a
specialist in tax management, and more than 24
years of experience in administrative and finan-
cial areas, Elizabeth is an experienced professio-
nal in the health sector. She has been responsi-
ble for leading the administrative, financial and
accounting processes, consolidation of accoun-
ting and financial operations for the preparation
of the company's financial statements.
25
The Fundación Cardiovascular de Colombia (FCV) is one of the leading medical institutions in Latin
America, known for excellence in health services, education and research. Founded in 1986, it has
evolved into a highly medical complex, being the first institution in Colombia to be accredited by the
Joint Commission International (JCI), the most prestigious accreditation body in the field of health
worldwide.
FCV has received multiple distinctions that reflect its commitment to quality and patient safety. In 2019,
the FCV Cardiovascular Institute received the JCI Gold Seal of Approval for the fourth time, while the
Hospital Internacional de Colombia (HIC), part of the FCV ecosystem, earned this accreditation for
the first time in the same year.
In addition, FCV has been accredited for its specialized programs. In 2019, the JCI certified the FCV
Cardiovascular Institute as a Centre of Excellence in Heart Failure, Heart Transplantation and
Ventricular Assist, the latter two being the only ones with this recognition in Latin America.
In terms of its positioning, FCV has been ranked among the best specialized hospitals 2025 in the world
according to the Newsweek magazine , 6th best hospital 2024 in LATAM according to a study by LBC
and in 2021 as the best Colombian hospital in cardiology and the second most outstanding in Latin
America in this specialty, according to the ‘Ranking Hospitals and Clinics in Latin America’ of the
magazine América Economía. These achievements and prizes consolidate FCV as a leading institution
and a benchmark in the health sector, committed to innovation, quality and excellence in medical care
worldwide.
CASE STUDY
The lack of integration between the radiology systems of the HIC and FCV generated information silos,
making unified access to DICOM studies difficult and limiting operational efficiency.
The Fundación Cardiovascular de Colombia (FCV), including its Hospital Internacional
de Colombia (HIC), faced challenges related to the centralization of information and
the technological update of its RIS/PACS system. Despite having AQUILA as a central
system for approximately four years, new strategic and operational needs emerged:
What problem did they have in radiology?
CENTRALIZATION OF INFORMATION:
1
26
The existing on-premises infrastructure did not meet today's needs for scalability, availability and
resilience. It was essential to evolve to a 100% cloud environment to improve interoperability and
optimize radiological data management.
What was the solution and what were the results?
EVOLUTION TO THE CLOUD:
2
Traditional backup and disaster recovery (DRP) models required an upgrade to cloud-based solutions,
offering greater reliability, redundancy and ease of management. These challenges prompted the
renewal of the contract with AQUILA, opting for a solution that not only solved the current problems,
but also prepared the institution for the future challenges of radiology care.
To meet the challenges of centralization, modernization and scalability, the Fundación
Cardiovascular de Colombia (FCV) chose to renew its contract with AQUILA, migrating to a 100%
cloud-based solution. This change marked a milestone in the digital transformation of the
institution, unifying and optimizing its radiological ecosystem.
MODERNIZATION OF BACKUP AND DRP:
3
The cloud version of AQUILA RIS/PACS provides a modern and scalable infrastructure, eliminating the
limitations of on-premises systems. Now, both HIC and FCV are connected in a single integrated
system, centralizing DICOM studies in a secure and accessible environment.
COMPLETE MIGRATION TO THE CLOUD:
1
With the unification of the HIC and FCV systems, specialists can access radiological studies from
anywhere at any time, speeding up diagnostic times and improving patient care.
OPTIMISED WORKFLOW:
THE IMPLEMENTED SOLUTION
27
2
The integration significantly improved workflow, enabling access to
radiological studies and speeding up diagnosis times.
OPERATIONAL OPTIMISATION:
2
The migration from local storage to the cloud generated a 19%
saving in FCV's recurring monthly billing, demonstrating
efficiency in financial and administrative management.
FINANCIAL IMPACT:
4
RESULTS ACHIEVED
The migration to the cloud resulted in cost reductions, increasing operational
efficiency in the radiology area by 15-20%, thanks to the implementation of AI. In
addition, the security of patient data was reinforced, protecting it with actions
such as: dual storage; ERP recovery plan, local and cloud storage.
EFFICIENCY AND SECURITY:
3
The transition to AQUILA RIS/PACS in the cloud unified the HIC and FCV
systems, centralising more than 80.000 DICOM studies in a secure and
accessible environment.
MIGRATION TO THE CLOUD:
1
28
29
FINANCIAL
REPORT
30
TABLE OF CONTENTS FINANCIAL REPORT
Directors' report
Auditor's independence declaration
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Consolidated entity disclosure statement
Directors' declaration
Independent auditor's report to the members of IMEXHS Limited
Shareholder information
Corporate directory
31
47
48
49
50
51
52
87
88
89
93
95
IMEXHS Limited
Directors' report
31 December 2024
31
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'Group') consisting of IMEXHS Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled
at the end of, or during, the year ended 31 December 2024.
Directors
The following persons were directors of IMEXHS Limited during the whole of the financial year and up to the date of this report,
unless otherwise stated:
Mr Douglas Flynn
Non-Executive Chairman
Dr German Arango
Chief Executive Officer and Managing Director
Dr Douglas Lingard
Non-Executive Director
Mr Carlos Palacio
Non-Executive Director
Mr Damian Banks
Non-Executive Director
Principal activities
The principal activities of the Group include:
1) Medical Imaging Software Business:
●
Development and sale of modular cloud-based imaging systems.
●
Focus on providing solutions for various medical fields such as Radiology, Pathology, and other specialties.
●
Core product: Picture Archiving and Communications System (PACS) with an efficient web viewer.
●
Integrated information systems including Radiology Information System (RIS) for workflow management, Patient Portal
for patient data and image distribution, and PACS for capturing, storing, viewing, and sharing radiology images.
2) Radiology Services Business:
●
Provision of radiological diagnostic services to hospitals and medical facilities.
●
Operations in Colombia and Spain.
●
Utilization of IMEXHS medical imaging software for delivering services.
These two businesses complement each other, with the medical imaging software business providing the technological
backbone for efficient radiological operations, while the radiology services business directly applies this technology to deliver
diagnostic services to healthcare institutions.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the Group after providing for income tax amounted to $2,625,449 (31 December 2023: $4,449,896).
A review of operations of the Group for the financial year ended 31 December 2024 is contained in the Chairman's Letter and
Chief Executive Officer's Report. The Chairman's Letter and Chief Executive Officer's Report precedes the Directors' report.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
On 13 February 2025, the Group contracted a new loan facility of $300,872 with Banco De Bogota. The loan is unsecured
with an interest rate of 12.2% per annum and is repayable over 1 year.
No other matter or circumstance has arisen since 31 December 2024 that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
Other than as referred to in this report, further information as the likely developments in the operations of the Group and likely
results of those operations would, in the opinion of the Directors, be speculative.
IMEXHS Limited
Directors' report
31 December 2024
32
Risk and governance
The Group identified its key risk areas as:
External technology risk
IMEXHS uses off the shelf software (in addition to its own proprietary software) to enable the functionality of its product
offerings. This external software may be subject to issues outside of IMEXHS’s control such as third party interfaces, version
conflict, obsolescence or other related issues. These external issues may affect the ability of IMEXHS to effectively upgrade
and maintain its software. Any licensing or commercial conditions imposed by third party software providers may be
unsustainable or impracticable for IMEXHS, which may result in a need for IMEXHS to obtain alternative solutions or develop
these in house. There is no guarantee that IMEXHS would be able to do so or do so in a undisruptive manner, if required.
Ability to establish and maintain strategic relationships
To be successful, IMEXHS must continue to maintain existing strategic relationships and establish additional strategic
relationships with leaders in a number of healthcare and health information industry segments. There is no guarantee that
IMEXHS will be able to maintain or establish these relationships.
Reliance on third party providers
IMEXHS’ products are built to work with various computer operating systems, internet platforms, computing networks and
hardware devices. Any changes to external platforms, networks, systems, devices or hardware may give preference to
competing products or adversely impact the functionality of IMEXHS's products, which may have a detrimental impact on
IMEXHS's financial performance.
Sales cycles
Variations in timing of sales can cause significant fluctuations in IMEXHS’s sales and financial performance. The duration of
the sales cycle and implementation schedule for IMEXHS’s products and services depend on a number of factors including
nature and size of the potential clients and the extent of the commitment being made by the potential client, which are difficult
to predict. Sales and marketing efforts with respect to hospitals, health organisations and other potential clients will generally
a involve lengthy sales cycle due to these organisations’ size and complex decision making processes.
Ability to manage growth effectively
IMEXHS will need to continue to expand its operations if it successfully achieves market acceptance of its products and
services in new markets. IMEXHS’s existing systems, procedures and resources may not be adequate to support such
expansion. IMEXHS may experience difficulties in managing any future growth, or may not be able to expand and upgrade its
systems and infrastructure to accommodate such growth.
Hosting provider, data loss, theft or corruption
IMEXHS stores data in its own systems and networks and with a variety of third party service providers and hosting facilities
located in the cloud. These facilities may be vulnerable to damage or outages, which if prolonged, may have a material adverse
impact on IMEXHS’s products, business operations and reputation. Further, exploitation or hacking of any of these systems
or networks could lead to corruption, theft or loss of data which could have a material adverse effect on the IMEXHS’s
business, financial condition, and results. Although IMEXHS maintains comprehensive measures to prevent, detect, address
and mitigate cybersecurity threats, a cybersecurity incident could potentially result in the misappropriation, destruction, of
critical data or proprietary information. The potential consequences of a material cybersecurity incident include reputational
damage, compromised employee, customer, or third party information, litigation with third parties, regulatory actions, and
increased cybersecurity protection and remediation costs.
Foreign exchange risks
IMEXHS’s operations are based in Colombia and although 45% of Software Revenue is now in USD, the remainder
of IMEXHS’s revenue is in Colombian Pesos and other Latin American currencies while its financial results are reported in
Australian dollars. As a result, IMEXHS’s financial results may be affected by any currency fluctuations and volatility.
Regulatory risks
As with any technology offering, IMEXHS’s products and services may be exposed to the regulatory environment of different
jurisdictions, which may be complex and ever changing. IMEXHS may also be subject to a number of domestic and
international government regulations regarding the use of software in medical diagnostics and the use and storage of medical
data. There is a risk that IMEXHS’s products and services will not always comply with all applicable laws and regulations.
IMEXHS Limited
Directors' report
31 December 2024
33
Doing business outside of Australia
IMEXHS currently has employees in Colombia and Mexico and distributors engaged in Mexico and other Latin American
countries. IMEXHS may wish to engage further employees and distributors outside of Australia as it grows its existing business
and expands to new markets. This exposes IMEXHS to a range of multi-jurisdictional risks including modern slavery labour
practices, environmental matters, difficulty in enforcing contracts, changes to the legal and regulatory environment and other
issues.
Economic conditions
General economic conditions, introduction of tax reform, movements in interest and inflation rates and currency exchange
rates generally may have an adverse effect on IMEXHS’s activities, as well as on its ability to fund those activities. Deterioration
in general economic conditions, including factors that impact negatively on IMEXHS’s customers ability to finance may
adversely affect IMEXHS’s profitability.
Market conditions and price volatility
Market conditions may affect the value of IMEXHS’s shares regardless of its operating performance. Share market conditions
are affected by many factors such as, general economic outlook, interest rates, inflation rates, exchange rates, changes in
investor sentiment toward particular market sectors.
Environmental, Social, and Governance (ESG)
IMEXHS is committed to ESG principles as part of its long-term strategy for sustainable growth. IMEXHS recognise the
importance of reducing our environmental footprint by optimising energy-efficient technologies in medical imaging and cloud-
based solutions. Socially, IMEXHS prioritise diversity, inclusion, and employee well-being while fostering innovation to improve
global healthcare accessibility. Strong governance remains a cornerstone of our operations, ensuring transparency, ethical
decision-making, and regulatory compliance. By integrating ESG into our business framework, IMEXHS aims to create long-
term value for stakeholders while making a positive impact on society and the environment.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Information on directors
Name:
Mr Douglas Flynn
Title:
Non-Executive Chairman
Qualifications:
B.Eng., MBA
Experience and expertise:
Mr Flynn is a businessman with extensive executive and non-executive leadership
experience in large and small listed companies in Australia, UK and Hong Kong. He also
has sound experience in early stage technology businesses.
Other current directorships:
NextDC Limited
Former directorships (last 3 years):
None
Special responsibilities:
Member of the Remuneration and Nomination Committee and Audit and Risk
Committee
Interests in shares:
2,110,179 ordinary shares
Interests in options:
560,000 options over ordinary shares
Name:
Dr German Arango
Title:
Chief Executive Officer
Qualifications:
Medical Doctor and Surgery (El Bosque), Diagnostic Radiology (La Sabana), Diagnostic
Neuroradiology (McGill), Member of RSNA, Member of CAR, Member of ACR, Member
of ASNR
Experience and expertise:
Dr Arango is the CEO and founder of Imaging Experts and Healthcare Services S.A.S.
and has over 17 years’ experience as a practising radiologist in Colombia.
Other current directorships:
None
Former directorships (last 3 years):
None
Special responsibilities:
None
Interests in shares:
5,359,011 ordinary shares
Interests in options:
324,926 options over ordinary shares
IMEXHS Limited
Directors' report
31 December 2024
34
Name:
Dr Douglas Lingard
Title:
Non-Executive Director
Qualifications:
MB.ChB. FRANZCR, MAICD
Experience and expertise:
Dr Lingard is an experienced Radiologist and Nuclear Physician who has worked in
various leadership roles in Auckland, Washington DC and Sydney. He is a Senior
Associate of FINSIA and a member of the Australian Institute of Company Directors. He
is the founder and present Chairman of the Mito Foundation, the peak charity in Australia
for people with mitochondrial disease.
Other current directorships:
None
Former directorships (last 3 years):
None
Special responsibilities:
Member of the Remuneration and Nomination Committee and Audit and Risk
Committee
Interests in shares:
1,812,631 ordinary shares
Interests in options:
87,715 options over ordinary shares
Name:
Mr Carlos Palacio
Title:
Non-Executive Director
Qualifications:
B.Elec.Eng, MBA
Experience and expertise:
Mr Palacio has over 27 years’ experience internationally in IT, telecommunications and
strategic management.
Other current directorships:
None
Former directorships (last 3 years):
None
Special responsibilities:
Chairman of the Remuneration and Nomination Committee and member of the Audit
and Risk Committee
Interests in shares:
2,885,120 ordinary shares
Interests in options:
107,434 options over ordinary shares
Name:
Mr Damian Banks
Title:
Non-Executive Director
Qualifications:
B.Ec, MAICD
Experience and expertise:
Mr Banks is a proven business leader with experience in the profitable development and
expansion of companies in health, employment, banking and private equity. Mr Banks
has a proven business insight that leads to sustained performance of successful
businesses. He also has global experience in achieving a culture with strong customer
focus through vision development and rigorous leadership implementation.
Other current directorships:
Boom Logistics Limited and Kip McGrath Education Centres
Former directorships (last 3 years):
RPM Automotive Group Limited and Vection Technologies Limited
Special responsibilities:
Chairman of the Audit and Risk Committee and member of the Remuneration and
Nomination Committee
Interests in shares:
1,562,294 ordinary shares
Interests in options:
Nil
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
The Company’s Company Secretary is Ms Reena Minhas. Ms Minhas is also the Chief Financial Officer.
Ms Minhas has extensive experience as a Chief Financial Officer and Company Secretary of ASX-listed businesses, providing
the financial leadership and strategic direction necessary to drive superior business performance. Ms Minhas was previously
the CFO and Company Secretary of ASX-listed Konekt Limited where she played a key role in the sale of that business to
Quadrant Private Equity’s APM. Prior to joining Konekt Limited, Ms Minhas was CFO and Company Secretary of ILH Group
Limited and Energy One Limited.
Meetings of directors
The number of meetings of the Company's Board of Directors ('the Board') and Board Committees held during the year ended
31 December 2024, and the number of meetings attended by each director were:
IMEXHS Limited
Directors' report
31 December 2024
35
Full Board
Remuneration and
Nomination Committee
Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
Mr Douglas Flynn
10
10
3
3
7
7
Dr German Arango
10
10
3
3
7
7
Dr Douglas Lingard
9
10
3
3
6
7
Mr Carlos Palacio
10
10
3
3
7
7
Mr Damian Banks
10
10
3
3
7
7
IMEXHS Limited
Directors' report
31 December 2024
36
Remuneration report (audited)
Message from the Chair of Remuneration and Nomination Committee
This Remuneration Report outlines our relatively simple executive remuneration. At IMEXHS we are focused on creating a
corporate culture aligned with our core values and remuneration aligned with shareholder’s interest and the delivery of
performance. Retention and reward for performance and talent is a balancing act with affordability and fairness.
2024 was the fourth year of awards under the Long-term Incentive Plan ('LTIP') which had been approved in 2020. The LTIP
awards made in 2020 and in 2021 have not vested and therefore the performance rights under those plans have lapsed.
The Board remains of the view that the LTIP structure, which uses relative TSR metrics over a two and three year
measurement period, is appropriate and provides the necessary alignment with Shareholders.
The key objectives of the plan are retention and motivation of talented key staff. Details of the 2024 award are reported in the
Remuneration Report on the following pages. With the exception of sales staff, no contracted Short Term Incentive Plan is
currently in place.
This is a young company and a talented team with an ambitious agenda. The remuneration structure and guidance we provide
will be critical to our success. While we need to attract and retain talent, we are determined to ensure rewards remain aligned
to performance and shareholders’ interests. Having held salaries tightly over the last few years going into 2024 senior staff
salaries have been reviewed for inflation and market conditions and adjustments made as necessary.
The Board elected to take directors fees in the form of newly issued shares to align directors’ interests with shareholders and
to contribute to cash preservation. This measure was approved by shareholders at the Annual General Meeting held on 19
May 2022 and again at the Annual General Meeting held on 23 April 2024. The current arrangements are continuing through
31 December 2025.
To help preserve cash and align directors' interests with shareholders, non-executive directors received an aggregate of
139,725 nil priced options with a total value of $75,451 as part of their remuneration, which was also approved by
shareholders.
Both executive and non-executive plans were subject to expert advice.
The Board through the Remuneration and Nomination Committee has established a Board Skills Matrix and a Board evaluation
process which is performed at least annually.
Yours sincerely
_______________________
Carlos Palacio
Chair Remuneration and Nomination Committee
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance
with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
Principles used to determine the nature and amount of remuneration
●
Details of remuneration
●
Service agreements
●
Share-based compensation
●
Additional information
●
Additional disclosures relating to key management personnel
IMEXHS Limited
Directors' report
31 December 2024
37
Principles used to determine the nature and amount of remuneration
The objective of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate
for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation
of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of
Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:
●
competitiveness and reasonableness;
●
acceptability to shareholders;
●
performance linkage / alignment of executive compensation; and
●
transparency.
The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements for
its directors and executives. The performance of the Group depends on the quality of its directors and executives. The
remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
The Remuneration and Nomination Committee has structured an executive remuneration framework that is market competitive
and complementary to the reward strategy of the Group.
The reward framework is designed to align executive reward to shareholders' interests. The Remuneration and Nomination
Committee has considered that it should seek to enhance shareholders' interests by:
●
having economic profit as a core component of plan design;
●
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering
constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value; and
●
attracting and retaining high calibre executives to run and manage the business.
Additionally, the reward framework should seek to enhance executives' interests by:
●
rewarding capability and experience;
●
reflecting competitive reward for contribution to growth in shareholder wealth; and
●
providing a clear structure for earning rewards.
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-Executive Directors' remuneration
Fees and payments to non-executive directors reflect the Group’s current stage of development, remaining cognisant of
market rates for comparable companies for time, commitment and responsibilities. Non-executive directors' fees and
payments are reviewed annually by the Remuneration and Nomination Committee. The Remuneration and Nomination
Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-executive
directors' fees and payments are appropriate and in line with the market. The chairman's fees are determined independently
to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not present
at any discussions relating to the determination of his own remuneration.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting.
The most recent determination was at the Annual General Meeting held on 19 May 2020, where the shareholders approved
the maximum aggregate remuneration payable by the Company to all non-executive directors of the Company for their
services as directors including their services on a Board committee or sub-committee and including superannuation is limited
to $400,000 per annum.
The total remuneration package of Directors includes base remuneration, plus superannuation, plus the fair value of any
options issued.
The base remuneration packages (excluding superannuation) for the Non-Executive Directors are as follows:
Board fees
$ per annum
Chairman
72,000
Non-Executive Directors
36,000
Executive remuneration
The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which
has both fixed and variable components.
IMEXHS Limited
Directors' report
31 December 2024
38
The executive remuneration and reward framework has the following components:
●
base pay and non-monetary benefits;
●
performance pay incentives;
●
long-term incentives; and
●
other remuneration such as superannuation.
The combination of these comprises the executive’s total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Remuneration and Nomination Committee based on individual and business unit performance, the overall performance of the
Group and comparable market remunerations.
Executives may be offered specific performance pay incentives based on key performance areas affecting the Group’s
financial results where the Remuneration and Nomination Committee deems such incentives to be appropriate.
The long-term incentives (‘LTI’) include long service leave and share-based payments. At the discretion of the Remuneration
and Nomination Committee, share options may be awarded to executives based on varied long-term incentive measures. The
Remuneration and Nomination Committee reviews the long-term equity-linked performance incentives specifically for
executives on an annual basis.
Consolidated entity performance and link to remuneration
Due to the change in the nature of operations of the business during the past four years there does not yet exist a clear link
between the gross revenue, profits and dividends for the last five years for the Group, as well as the share price at the end of
the respective financial years. The normal operations of the Group during a full financial year for 2025 will help establish these
relationships.
Use of remuneration consultants
During the financial year ended 31 December 2024, the Group did not engage remuneration consultants to review its existing
remuneration policies.
Voting and comments made at the Company's 23 April 2024 Annual General Meeting ('AGM')
At the 2024 AGM, 98.21% of the votes received supported the adoption of the remuneration report for the year ended 31
December 2023. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
Amounts of remuneration
The key management personnel of the Group consisted of the following directors of IMEXHS Limited:
●
Mr Douglas Flynn - Chairman
●
Dr German Arango - Chief Executive Officer
●
Dr Douglas Lingard - Non-Executive Director
●
Mr Carlos Palacio - Non-Executive Director
●
Mr Damian Banks - Non-Executive Director
And the following person:
●
Ms Reena Minhas - Chief Financial Officer and Company Secretary
IMEXHS Limited
Directors' report
31 December 2024
39
Short-term benefits
Post-employment benefits
Long-term
benefits
Share-
based
payments
Cash
salary
Cash
Non-
Super-
Termination
Long
service
Equity-
Total
2024
and fees
$
bonus
$
monetary
$
annuation
$
benefits
$
leave
$
settled
$
$
Non-Executive
Directors:
Mr Douglas Flynn
-
-
-
-
-
-
110,281
110,281
Dr Douglas Lingard
-
-
-
-
-
-
55,140
55,140
Mr Carlos Palacio
-
-
-
-
-
-
55,140
55,140
Mr Damian Banks
-
-
-
-
-
-
55,140
55,140
Total Non-Executive
Directors
-
-
-
-
-
-
275,701
275,701
Executive Directors:
Dr German Arango
299,030
-
16,125
23,185
27,108
-
54,412
419,860
Other Key
Management
Personnel:
Ms Reena Minhas
275,251
-
13,045
30,966
-
7,917
65,365
392,544
Total
574,281
-
29,170
54,151
27,108
7,917
395,478
1,088,105
Short-term benefits
Post-employment benefits
Long-term
benefits
Share-
based
payments
Cash
salary
Cash
Non-
Super-
Termination
Long
service
Equity-
Total
2023
and fees
$
bonus
$
monetary
$
annuation
$
benefits
$
leave
$
settled
$
$
Non-Executive
Directors:
Mr Douglas Flynn
-
-
-
-
-
-
123,439
123,439
Dr Douglas Lingard
-
-
-
-
-
-
61,720
61,720
Mr Carlos Palacio
-
-
-
-
-
-
61,720
61,720
Mr Damian Banks
-
-
-
-
-
-
61,720
61,720
Total Non-Executive
Directors
-
-
-
-
-
-
308,599
308,599
Executive Directors:
Dr German Arango
301,967
-
15,445
19,677
26,529
-
28,199
391,817
Other Key
Management
Personnel:
Ms Reena Minhas
250,228
-
(3,368)
26,900
-
4,464
137,863
416,087
Total
552,195
-
12,077
46,577
26,529
4,464
474,661
1,116,503
IMEXHS Limited
Directors' report
31 December 2024
40
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk - STI
At risk - LTI
Name
2024
2023
2024
2023
2024
2023
Non-Executive Directors:
Mr Douglas Flynn
100%
100%
-
-
-
-
Dr Douglas Lingard
100%
100%
-
-
-
-
Mr Carlos Palacio
100%
100%
-
-
-
-
Mr Damian Banks
100%
100%
-
-
-
-
Executive Directors:
Dr German Arango
87%
93%
-
-
13%
7%
Other Key Management
Personnel:
Ms Reena Minhas
83%
67%
-
-
17%
33%
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Name:
Dr German Arango
Title:
Chief Executive Officer
Agreement commencement:
2 July 2018
Term of agreement:
No fixed term
Remuneration package:
Remuneration comprises a base salary of $290,000 per annum plus statutory
superannuation.
Termination by Executive:
6 months’ written notice; or immediately by giving notice, if the Company is in breach
of a material term of its agreement with him; or with 6 months’ written notice if Dr
Arango’s role becomes redundant.
Termination by Company for cause: 1 month’s notice, or immediately with payment in lieu of notice if Dr Arango is unable
to perform his duties under the agreement for three consecutive months or a period
aggregating to three months in a 12 month period; or 6 months’ written notice if Dr
Arango’s role becomes redundant. If the Company terminates the employment of Dr
Arango within 6 months of a Change of Control it will be deemed to be a termination
by reason of redundancy. If the Company terminates for reason of redundancy it shall
be obliged to pay Dr Arango for any notice period worked. In addition, it will be
required to pay any redundancy amount payable under applicable laws, an amount
equal to 6 months’ base salary (less tax) and any accumulated entitlements; or at any
time with written notice and without payment (other than entitlements accrued to the
date of termination) as a result of any occurrence which gives the Company a right of
summary dismissal at common law.
Termination by Company:
Immediately with 6 months’ payment in lieu of notice.
Other provisions:
The service agreement otherwise contains industry‐standard provisions for a senior
executive of a public listed company.
IMEXHS Limited
Directors' report
31 December 2024
41
Name:
Ms Reena Minhas
Title:
Chief Financial Officer and Company Secretary
Agreement commencement:
1 October 2020
Term of agreement:
No fixed term
Remuneration package:
Remuneration comprises a base salary of $275,250 per annum plus statutory
superannuation.
Termination by Executive:
6 months’ written notice.
Termination by Company for cause: At any time with written notice and without payment (other than entitlements accrued
to the date of termination) as a result of any occurrence which gives the Company a
right of summary dismissal at common law.
Termination by Company:
Immediately with 6 months’ payment in lieu of notice.
Other provisions:
The service agreement otherwise contains industry‐standard provisions for a senior
executive of a public listed company.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
Shares were issued to Non-Executive Directors in lieu of directors' fees during the year ended 31 December 2024 (as
approved at the Annual General Meeting held on 23 April 2024), as set out below:
Name
Date
Number of
shares
Issue Price
Mr Douglas Flynn
Various dates*
133,368
0.6006
Dr Douglas Lingard
Various dates*
66,682
0.6006
Mr Carlos Palacio
Various dates*
66,682
0.6006
Mr Damian Banks
Various dates*
66,682
0.6006
*
The shares issued to the Directors during the year were at various dates, being 23 April 2024, 5 September 2024 and 30
December 2024.
IMEXHS Limited
Directors' report
31 December 2024
42
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel in this financial year or future reporting years are as follows:
Vesting and
Number of
Fair value
per
exercisable
options
Exercise
option at
Vested
Name
Grant date
date
Expiry date
granted
price
grant date
%
Mr Douglas Flynn (a)
26/05/2020
26/05/2020
12/03/2027
160,000
$2.75
$1.300
100%
Mr Douglas Flynn (a)
26/05/2020
26/05/2020
12/03/2027
160,000
$3.50
$1.250
100%
Mr Douglas Flynn (a)
26/05/2020
31/12/2021
12/03/2027
240,000
$1.50
$1.350
-
Ms Reena Minhas (b)
01/03/2021
01/10/2023
01/03/2031
140,000
$0.00
$2.030
100%
Mr Carlos Palacio (c)
14/05/2021
14/05/2021
14/05/2025
19,719
$0.00
$1.815
100%
Dr Douglas Lingard (d)
19/05/2022
19/05/2022
19/05/2026
20,044
$0.00
$0.705
100%
Mr Carlos Palacio (d)
19/05/2022
19/05/2022
19/05/2026
20,044
$0.00
$0.705
100%
Dr German Arango (e)
19/05/2022
01/03/2024
19/05/2032
49,173
$0.00
$0.501
-
Ms Reena Minhas (f)
18/07/2022
01/03/2025
18/07/2032
57,888
$0.00
$0.470
-
Dr Douglas Lingard (g)
16/05/2023
16/05/2023
16/05/2027
39,726
$0.00
$0.550
100%
Mr Carlos Palacio (g)
16/05/2023
16/05/2023
16/05/2027
39,726
$0.00
$0.550
100%
Dr German Arango (h)
16/05/2023
01/03/2025
25/04/2033
53,520
$0.00
$0.439
-
Dr German Arango (h)
16/05/2023
01/03/2026
25/04/2033
108,662
$0.00
$0.439
-
Ms Reena Minhas (i)
25/04/2023
01/03/2025
25/04/2033
51,029
$0.00
$0.512
-
Ms Reena Minhas (i)
25/04/2023
01/03/2026
25/04/2033
103,604
$0.00
$0.510
-
Dr Douglas Lingard (j)
23/04/2024
23/04/2024
23/04/2028
27,945
$0.00
$0.540
100%
Mr Carlos Palacio (j)
23/04/2024
23/04/2024
23/04/2028
27,945
$0.00
$0.540
100%
Dr German Arango (k)
23/04/2024
01/03/2026
23/04/2034
37,478
$0.00
$0.341
-
Dr German Arango (k)
23/04/2024
01/03/2027
23/04/2034
76,093
$0.00
$0.318
-
Ms Reena Minhas (l)
30/05/2024
01/03/2026
23/04/2034
38,771
$0.00
$0.341
-
Ms Reena Minhas (l)
30/05/2024
01/03/2027
23/04/2034
78,717
$0.00
$0.288
-
(a)
On 26 May 2020, 560,000 share options (28,000,000 share options prior to the share consolidation) were granted to Mr
Douglas Flynn as part of his appointment as Non-Executive Chairman. The grant consists of 3 tranches, tranche 1 and
2 each comprise of 160,000 options and tranche 3 comprises of 240,000 options. Tranche 1 and 2 vest on 26 May 2020
and tranche 3 vests when the Company's share price reaches or exceeds a 30 day VWAP of $6.00 (12 cents prior to the
share consolidation). For the purposes of calculating the fair value of tranche 3, 31 December 2021 has been used as
the estimated vesting date. Tranche 1, 2 and 3 have an exercise price of $2.75, $3.50 and $1.50 respectively ($0.055,
$0.070 and $0.030 respectively prior to the share consolidation). All tranches expire on 12 March 2027.
(b)
On 1 March 2021, 140,000 share options were granted to Reena Minhas under the Company's Long Term incentive
Plan. The options vest on 1 October 2023, have a nil exercise price and expire on 1 March 2031.
(c)
In 14 May 2021, 98,594 share options were granted to Non-Executive Directors under the Company's Long Term
incentive Plan. The options vested immediately on the grant date with a nil exercise price and expire on 14 May 2025.
78,875 of the Options were exercised during 2021. 19,719 options remain on issue.
(d)
On 18 July 2022, 100,219 share options were granted to Non-Executive Directors under the companies Long Term
Incentive Plan. The options vested immediately on the grant date with a nil exercise price and expire on 18 July 2026.
40,087 of the Options were exercised during 2023 and 20,044 options were exercised during 2024. 40,088 options remain
on issue.
(e)
On 19 May 2022, 73,393 share options were granted to the CEO German Arango under the companies Long Term
Incentive Plan. The grant consists of 2 tranches, tranche 1 comprises 24,220 options and tranche 2 of 49,173. Both
tranches have a nil exercise price and expire on 18 July 2032. 24,220 Tranche 1 Options lapsed during the year.
(f)
On 19 May 2022, 86,400 share options were granted to Reena Minhas under the companies Long Term Incentive Plan.
The grant consists of 2 tranches, tranche 1 comprises 28,512 options and tranche 2 of 57,888. Both tranches have a nil
exercise price and expire on 18 July 2032. 28,512 Tranche 1 Options lapsed during the year.
(g)
On 16 May 2023, 198,631 share options were granted to Non-Executive Directors under the companies Long Term
Incentive Plan. The options vested immediately on the grant date with a nil exercise price and expire on 16 May 2027.
119,179 of the Options were exercised during 2023. 79,452 options remain on issue.
(h)
On 16 May 2023, 162,182 share options were granted to the CEO German Arango under the companies Long Term
Incentive Plan. The grant consists of 2 tranches, tranche 1 comprises 53,520 options and tranche 2 of 108,662. Both
tranches have a nil exercise price and expire on 25 April 2033.
(i)
On 25 April 2023, 154,633 share options were granted to Reena Minhas under the companies Long Term Incentive Plan.
The grant consists of 2 tranches, tranche 1 comprises 51,029 options and tranche 2 of 103,604. Both tranches have a
nil exercise price and expire on 25 April 2033.
IMEXHS Limited
Directors' report
31 December 2024
43
(j)
On 23 April 2024, 139,725 share options were granted to Non-Executive Directors under the companies Long Term
Incentive Plan. The options vested immediately on the grant date with a nil exercise price and expire on 23 April 2028.
83,835 of the Options were exercised during 2024. 55,890 of the options remain on issue.
(k)
On 23 April 2024, 113,571 share options were granted to the CEO German Arango under the companies Long Term
Incentive Plan. The grant consists of 2 tranches, tranche 1 comprises 37,478 options and tranche 2 of 76,093. Both
tranches have a nil exercise price and expire on 23 April 2034.
(l)
On 30 May 2024, 117,488 share options were granted to Reena Minhas under the companies Long Term Incentive Plan.
The grant consists of 2 tranches, tranche 1 comprises 38,771 options and tranche 2 of 78,717. Both tranches have a nil
exercise price and expire on 23 April 2034.
Options granted to the CEO and CFO under the Company's Long Term Incentive Plan during the year have performance
conditions. The number of options that vest is based on the total shareholder return (TSR) of IMEXHS over the respective
performance periods, relative to the performance of the S&P/ASX 300 Accumulation Index (the Index).
Options granted carry no dividend or voting rights.
Values of options over ordinary shares granted and exercised and number of options vested and lapsed for directors and
other key management personnel as part of compensation during year ended 31 December 2024 are set out below:
Value of
options
Value of
options
Number of
options
Number of
options
Remuneration
consisting of
granted
during the
year
exercised
during the
year
vested during
the year
lapsed during
the year
options for the
year
$
$
%
Non-Executive Directors:
Mr Douglas Flynn
30,181
26,268
55,890
-
27%
Dr Douglas Lingard
15,090
-
27,945
-
27%
Mr Carlos Palacio
15,090
-
27,945
-
27%
Mr Damian Banks
15,090
21,835
27,945
-
27%
Executive Director:
Dr German Arango
37,866
-
-
53,378
9%
Other Key Management Personnel:
Ms Reena Minhas
32,828
-
-
51,469
8%
Additional information
The earnings of the Group for the five years to 31 December 2024 are summarised below:
2024
2023
2022
2021
2020
$
$
$
$
$
Sales revenue
26,449,689
19,669,043
17,117,357
13,372,709
10,913,968
Loss before income tax
(2,567,835)
(4,277,223)
(2,946,233)
(4,556,356)
(3,528,088)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2024
2023
2022
2021
2020
Share price at financial year end ($)
0.33
0.67
0.49
1.03
1.71
Basic earnings per share (cents per share)
(5.84)
(10.66)
(8.54)
(15.22)
(14.62)
IMEXHS Limited
Directors' report
31 December 2024
44
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each director and other members of key management
personnel of the Group, including their personally related parties, is set out below:
Balance at
Received
Balance at
the start of
as part of
Options
the end of
the year
remuneration*
Purchases
exercised
Disposals
the year
Ordinary shares
Mr Douglas Flynn
1,782,505
180,875
90,909
55,890
-
2,110,179
Dr Douglas Lingard
1,631,286
90,436
90,909
-
-
1,812,631
Mr Carlos Palacio
2,869,907
90,436
90,909
-
(166,132)
2,885,120
Mr Damian Banks
1,332,960
90,436
90,909
47,989
-
1,562,294
Dr German Arango
5,268,102
-
90,909
-
-
5,359,011
12,884,760
452,183
454,545
103,879
(166,132)
13,729,235
*
Includes shares issued during 2024 (13 February 2024) for Quarter 4 2023 remuneration.
Option holding
The number of options over ordinary shares in the Company held during the financial year by each director and other members
of key management personnel of the Group, including their personally related parties, is set out below:
Balance at
Expired/
Balance at
the start of
forfeited/
the end of
the year
Granted
Exercised
other
the year
Options over ordinary shares
Mr Douglas Flynn
560,000
55,890
(55,890)
-
560,000
Dr German Arango
264,733
113,571
-
(53,378)
324,926
Dr Douglas Lingard
59,770
27,945
-
-
87,715
Mr Carlos Palacio
79,489
27,945
-
-
107,434
Mr Damian Banks
20,044
27,945
(47,989)
-
-
Ms Reena Minhas
403,990
117,488
-
(51,469)
470,009
1,388,026
370,784
(103,879)
(104,847)
1,550,084
The number of options over ordinary shares vested by directors and other key management personnel are set out below:
Balance at
Vested and
Unvested and
the end of
exercisable
unexercisable
the year
Options over ordinary shares
Mr Douglas Flynn
320,000
240,000
560,000
Dr German Arango
-
324,926
324,926
Dr Doug Lingard
87,715
-
87,715
Mr Carlos Palacio
107,434
-
107,434
Ms Reena Minhas
140,000
330,009
470,009
655,149
894,935
1,550,084
This concludes the remuneration report, which has been audited.
IMEXHS Limited
Directors' report
31 December 2024
45
Shares under option
Unissued ordinary shares of IMEXHS Limited under option at the date of this report are as follows:
Exercise
Number
Grant date
Expiry date
price
under option
26-May-20
12-Mar-27
$2.7500
160,000
26-May-20
12-Mar-27
$3.5000
160,000
26-May-20
12-Mar-27
$1.5000
240,000
1-Mar-21
1-Mar-31
$0.0000
140,000
14-May-21
14-May-25
$0.0000
19,719
19-May-22
19-May-26
$0.0000
40,088
19-May-22
19-May-32
$0.0000
49,173
18-Jul-22
18-Jul-32
$0.0000
231,227
16-May-23
16-May-27
$0.0000
79,452
16-May-23
25-Apr-33
$0.0000
874,293
23-Apr-24
23-Apr-28
$0.0000
55,890
23-Apr-24
23-Apr-34
$0.0000
113,571
30-May-24
23-Apr-34
$0.0000
558,533
2,721,946
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the
Company or of any other body corporate.
Shares issued on the exercise of options
The following ordinary shares of IMEXHS Limited were issued during the year ended 31 December 2024 and up to the date
of this report on the exercise of options granted:
Exercise
Number of
Date options granted
price
shares issued
19 May 2022
$0.0000
20,044
23 April 2024
$0.0000
83,835
103,879
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the
Company against a liability 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.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in note 28 to the financial statements.
IMEXHS Limited
Directors' report
31 December 2024
46
The directors are satisfied that the provision of non-audit services during the financial 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 services as disclosed in note 28 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of
the auditor; and
●
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of
Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and
Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-
making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.
Officers of the Company who are former partners of Nexia Sydney Audit Pty Ltd
There are no officers of the Company who are former partners of Nexia Sydney Audit Pty Ltd.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors' report.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Douglas Flynn
Chairman
31 March 2025
47
To the Board of Directors of IMEXHS Limited
Auditor’s Independence Declaration under section 307C of the Corporations Act 2001
As lead audit partner for the audit of the financial statements of IMEXHS Limited for the financial year ended
31 December 2024, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
(a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(b)
any applicable code of professional conduct in relation to the audit.
Yours sincerely
Nexia Sydney Audit Pty Ltd
Lester Wills
Director
Dated: 31 March 2025
IMEXHS Limited
Statement of profit or loss and other comprehensive income
For the year ended 31 December 2024
Consolidated
Note
2024
2023
(restated)
$
$
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
48
Revenue
6
26,449,689
19,669,043
Other income
87,821
218,508
Interest revenue calculated using the effective interest method
31,927
33,512
Expenses
Hardware and licence expenses
(1,205,490)
(548,105)
Research and development and support expenses
(1,962,065)
(1,480,536)
Platform as a service expense
(1,338,874)
(357,570)
Clinical services expenses
(12,980,314)
(11,104,902)
Administration and sales expenses
7
(7,852,888)
(5,904,846)
Share-based payments expenses
7,22
(363,659)
(388,943)
Depreciation and amortisation expense
(2,151,184)
(2,429,802)
Impairment of goodwill
-
(1,276,940)
(Write-down)/reversal of write-down of inventories
(5,058)
4,122
Net expected credit loss
(652,180)
(156,995)
Net foreign exchange gain/(loss)
15,588
(73,666)
Other expenses
(172,290)
(129,367)
Finance costs
7
(468,858)
(350,736)
Loss before income tax expense
(2,567,835)
(4,277,223)
Income tax expense
8
(57,614)
(172,673)
Loss after income tax expense for the year attributable to the owners of
IMEXHS Limited
23
(2,625,449)
(4,449,896)
Other comprehensive (loss)/income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
22
(617,810)
3,700,091
Other comprehensive (loss)/income for the year, net of tax
(617,810)
3,700,091
Total comprehensive loss for the year attributable to the owners of IMEXHS
Limited
(3,243,259)
(749,805)
Cents
Cents
Basic earnings per share
35
(5.84)
(10.66)
Diluted earnings per share
35
(5.84)
(10.66)
Refer to note 4 for detailed information on Restatement of immaterial error.
IMEXHS Limited
Statement of financial position
As at 31 December 2024
Consolidated
Note
2024
2023
(restated)
$
$
The above statement of financial position should be read in conjunction with the accompanying notes
49
Assets
Current assets
Cash and cash equivalents
2,072,025
2,361,809
Trade and other receivables
9
4,955,839
5,331,305
Contract assets
10
1,416,364
844,332
Inventories
11
327,951
112,029
Prepayments
483,845
267,128
Total current assets
9,256,024
8,916,603
Non-current assets
Trade receivables
12
1,125,197
512,399
Property, plant and equipment
13
3,274,059
4,617,558
Right-of-use assets
14
23,719
27,697
Intangibles
15
8,127,760
8,579,017
Total non-current assets
12,550,735
13,736,671
Total assets
21,806,759
22,653,274
Liabilities
Current liabilities
Trade and other payables
16
3,513,601
3,421,385
Contract liabilities
17
525,652
61,978
Borrowings
18
794,042
1,049,744
Lease liabilities
29,984
27,697
Income tax payable
50,178
-
Employee benefits
1,975,470
2,039,408
Contingent consideration
19
-
29,951
Total current liabilities
6,888,927
6,630,163
Non-current liabilities
Borrowings
20
365,270
215,748
Deferred tax
8
78,658
81,295
Total non-current liabilities
443,928
297,043
Total liabilities
7,332,855
6,927,206
Net assets
14,473,904
15,726,068
Equity
Issued capital
21
40,290,769
38,663,333
Reserves
22
4,510,960
4,765,111
Accumulated losses
23
(30,327,825)
(27,702,376)
Total equity
14,473,904
15,726,068
Refer to note 4 for detailed information on Restatement of immaterial error.
IMEXHS Limited
Statement of changes in equity
For the year ended 31 December 2024
The above statement of changes in equity should be read in conjunction with the accompanying notes
50
Issued
Accumulated
capital
Reserves
losses
Total equity
Consolidated
$
$
$
$
Balance at 1 January 2023
38,476,999
676,077
(23,252,480)
15,900,596
Loss after income tax expense for the year
-
-
(4,449,896)
(4,449,896)
Other comprehensive income for the year, net of tax
-
3,700,091
-
3,700,091
Total comprehensive income/(loss) for the year
-
3,700,091
(4,449,896)
(749,805)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 21)
186,334
-
-
186,334
Share-based payments (note 36)
-
388,943
-
388,943
Balance at 31 December 2023
38,663,333
4,765,111
(27,702,376)
15,726,068
Refer to note 4 for detailed information on Restatement of immaterial error.
Issued
Accumulated
capital
Reserves
losses
Total equity
Consolidated
$
$
$
$
Balance at 1 January 2024
38,663,333
4,765,111
(27,702,376)
15,726,068
Loss after income tax expense for the year
-
-
(2,625,449)
(2,625,449)
Other comprehensive loss for the year, net of tax
-
(617,810)
-
(617,810)
Total comprehensive loss for the year
-
(617,810)
(2,625,449)
(3,243,259)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 21)
1,627,436
-
-
1,627,436
Share-based payments (note 36)
-
363,659
-
363,659
Balance at 31 December 2024
40,290,769
4,510,960
(30,327,825)
14,473,904
IMEXHS Limited
Statement of cash flows
For the year ended 31 December 2024
Consolidated
Note
2024
2023
(restated)
$
$
The above statement of cash flows should be read in conjunction with the accompanying notes
51
Cash flows from operating activities
Loss before income tax expense for the year
(2,567,835)
(4,277,223)
Adjustments for:
Depreciation and amortisation
2,151,184
2,429,802
Equity settled transactions (directors' fees)
250,200
199,125
Impairment of goodwill
-
1,276,940
Net loss on disposal of property, plant and equipment
-
1,843
Share-based payments
363,659
388,943
Foreign exchange differences
(118,646)
732,221
Net expected credit losses
652,180
(28,200)
Impairment/(write back) of inventories
5,058
(4,122)
Interest revenue
(31,927)
(33,512)
Interest and other finance costs
468,858
332,139
1,172,731
1,017,956
Change in operating assets and liabilities:
(Increase)/decrease in trade and other receivables
(1,631,376)
36,194
Increase in inventories
(220,980)
(11,082)
Increase in trade and other payables
92,215
1,293,632
Increase in contract liabilities
463,674
79,302
(Decrease)/increase in employee benefits
(63,938)
672,553
(187,674)
3,088,555
Interest received
31,927
33,512
Interest paid
(468,858)
(332,139)
Income taxes paid
(10,073)
(180,287)
Net cash (used in)/from operating activities
(634,678)
2,609,641
Cash flows from investing activities
Payment for purchase of subsidiary (contingent consideration)
(29,951)
-
Payments for property, plant and equipment
13
(370,443)
(1,230,876)
Payments for intangibles
15
(1,090,219)
(964,173)
Proceeds from disposal of property, plant and equipment
724,701
42,687
Proceeds from disposal of intangibles
-
19,262
Net cash used in investing activities
(765,912)
(2,133,100)
Cash flows from financing activities
Proceeds from issue of shares
21
1,500,000
-
Proceeds from borrowings
34
550,661
559,644
Repayment of borrowings
34
(656,841)
(600,080)
Share issue transaction costs
21
(122,764)
(12,791)
Repayment of lease liabilities
34
(89,952)
(45,384)
Net cash from/(used in) financing activities
1,181,104
(98,611)
Net (decrease)/increase in cash and cash equivalents
(219,486)
377,930
Cash and cash equivalents at the beginning of the financial year
2,361,809
1,911,910
Effects of exchange rate changes on cash and cash equivalents
(70,298)
71,969
Cash and cash equivalents at the end of the financial year
2,072,025
2,361,809
IMEXHS Limited
Notes to the financial statements
31 December 2024
52
Note 1. General information
The financial statements cover IMEXHS Limited as a Group consisting of IMEXHS Limited and the entities it controlled at the
end of, or during, the year. The financial statements are presented in Australian dollars, which is IMEXHS Limited's functional
and presentation currency.
IMEXHS Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and
principal place of business is:
7/32 Martin Place
Sydney
NSW 2020
A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is
not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 31 March 2025. The
directors have the power to amend and reissue the financial statements.
Note 2. Material accounting policy information
The accounting policies that are material to the Group are set out below. The accounting policies adopted are consistent with
those of the previous financial year, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting
Standards and Interpretations did not have any significant impact on the financial performance or position of the Group.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the Group.
The following Accounting Standards and Interpretations are most relevant to the Group:
AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-
Current and AASB 2022-6 Amendments to Australian Accounting Standards - Non-current Liabilities with
Covenants
AASB 2020-1 was issued in March 2020 and is applicable to annual periods beginning on or after 1 January 2024, as extended
by AASB 2020-6. Early adoption is permitted. AASB 2022-6 was issued in December 2022 and is applicable to annual periods
beginning on or after 1 January 2024. Early adoption is permitted where AASB 2020-1 is also early adopted.
These standards amend AASB 101 ‘Presentation of Financial Statements’ to clarify requirements for the presentation of
liabilities in the statement of financial position as current or non-current. The amendments clarify that a liability is classified as
non-current if an entity has the right at the end of the reporting period to defer settlement of the liability for at least 12 months
after the reporting period. If the deferral right is subject to the entity complying with covenants in the loan arrangement based
on information up to and including reporting date, the deferral right will exist where the entity is able to comply with the covenant
on or before the end of the reporting date even if compliance is assessed after the reporting date. The deferral right will be
deemed to exist at reporting date if the entity is required to comply with the covenant only after the reporting date based on
post-reporting date information. Additional disclosure is required about loan arrangements classified as non-current liabilities
in such circumstances which enables users of financial statements to understand the risk that the liabilities could become
repayable within twelve months after the reporting period. Classification of a liability as non-current is unaffected by the
likelihood that the entity will exercise its right to defer settlement of the liability for at least 12 months after the reporting date
or even if the entity settles the liability prior to issue of the financial statements. The meaning of settlement of a liability is also
clarified.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 2. Material accounting policy information (continued)
53
Going concern
The Group has prepared the financial statements for the year ended 31 December 2024 on the going concern basis, which
assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course
of business.
For the year ended 31 December 2024, the Group generated a consolidated loss of $2,625,449 (2023 (restated): $4,449,896)
and incurred operating cash outflows of $634,678 (2023: cash inflows of $2,609,641). As at 31 December 2024, the Group
had cash and cash equivalents of $2,072,025 (2023: $2,361,809), a surplus of net current assets of $2,367,097 (2023:
$2,286,440) and surplus of net assets of $14,473,904 (2023: $15,726,068).
The Group has experienced growth in revenue in the year ended 31 December 2024 of approximately 27% on a consistent
currency basis, however, there continues to be higher costs in radiology and corporate overhead to deliver. The Group has
renewed multiple contracts during the year with more favourable pricing and continues to review customer pricing and delivery
costs with an aim of improving margins. The forecasted growth for 2025 and through 2026 will require additional working
capital.
The radiology business exited a slow paying customer in September 2024 and the customer entered a binding term payment
schedule to settle the outstanding monies owed to us. However there is a working capital impact with the funds being
recovered over 36 months.
In response to the above matters and to support growth and the likely additional requirements for working capital, the Board
and management have been considering various options, including but not limited top external debt funding, owned equipment
refinancing, the issuance of preference shares, convertible notes or undertaking an ordinary equity capital raise.
In the unlikely scenario that the Group is not able to achieve these targets or obtain additional capital when required, there is
a material uncertainty that may cast significant doubt upon the Group's ability to continue as a going concern and whether it
will realise its assets and extinguish its liabilities in the normal course of business at the amounts stated in these financial
statements.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate
for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial liabilities at fair value through profit or loss.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary
information about the parent entity is disclosed in note 31.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of IMEXHS Limited ('Company'
or 'parent entity') as at 31 December 2024 and the results of all subsidiaries for the year then ended. IMEXHS Limited and its
subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to
the Group. They are de-consolidated from the date that control ceases.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 2. Material accounting policy information (continued)
54
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling
interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the
fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or
loss.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis
as the internal reports provided to the Chief Operating Decision Makers ('CODM') which has been identified by the Group as
the Managing Director and other members of the Board of Directors.
Foreign currency translation
The financial statements are presented in Australian dollars, which is IMEXHS Limited's functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into the Company's functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting
date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange
rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences
are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
The Group recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised from Software as a Service (SaaS) and Platform as a Service (PaaS) contracts. Revenue is recognised
at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods
or services to a customer. For each contract with a customer, the Group: identifies the contract with a customer; identifies the
performance obligations in the contract; determines the transaction price which takes into account estimates of variable
consideration and the time value of money; allocates the transaction price to the separate performance obligations on the
basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when
or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services
promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts,
rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates
are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration
is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a
significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues
until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject
to the constraining principle are recognised as a refund liability.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 2. Material accounting policy information (continued)
55
Sales revenue comprises revenue earned (net of returns, discounts and allowances) from the sale of goods or provision of
services to entities outside the Group. The Group recognises revenue from contracts with customers in accordance with the
recognition of the completion of performance obligations under the contract. Where a contract includes an element of a
warranty obligation, the revenue attributable to this warranty obligation is recognised evenly over the period for which the
obligation exists.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
An income tax benefit will arise for the financial year where an income tax loss is incurred and, where the permitted to do so,
is carried-back against a qualifying prior period’s tax payable to generate a refundable tax offset.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
●
when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor
taxable profits; or
●
when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the
timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for
at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no right at the
end of the reporting period to defer the settlement of the liability for at least 12 months after the reporting period. All other
liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 2. Material accounting policy information (continued)
56
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30
days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Contract assets
Contract assets are recognised when the Group has transferred goods or services to the customer but where the Group is yet
to establish an unconditional right to consideration. Contract assets are treated as financial assets for impairment purposes.
Inventories
Stock on hand is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of
rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
Joint operations
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets,
and obligations for the liabilities, relating to the arrangement. The Group has recognised its share of jointly held assets,
liabilities, revenues and expenses of joint operations. These have been incorporated in the financial statements under the
appropriate classifications.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial
measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either
amortised cost or fair value depending on their classification. Classification is determined based on both the business model
within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting
mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group
has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering
part or all of a financial asset, its carrying value is written off.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business
model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial
asset represent contractual cash flows that are solely payments of principal and interest.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised
cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group's
assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly
since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to
obtain.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 2. Material accounting policy information (continued)
57
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit
loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a
default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is
determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit
losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of
anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:
Leasehold improvements
1-5 years
Furniture and fittings
5-10 years
Computer equipment
3-5 years
Medical equipment
5-10 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets,
whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life
of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the
lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any
remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms
of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as
incurred.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at
the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets
are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently
measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the
derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of
the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected
pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment,
or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 2. Material accounting policy information (continued)
58
Internally developed software
Research costs associated with internally developed software are expensed in the period in which they are incurred.
Development costs associated with internally developed software are capitalised when it is probable that the project will be a
success considering its commercial and technical feasibility; the Group is able to use or sell the asset; the Group has sufficient
resources and intent to complete the development; and its costs can be measured reliably. Capitalised development costs are
amortised on a straight-line basis over the period of their expected benefit, being 5 years.
Customer contracts
Customer contracts acquired in a business combination are amortised on a straight-line basis over the period of their expected
benefit, being their finite life of 15 years.
Licences
The acquisition of licences are capitalised as an asset and amortised on a straight-line basis over the period of their expected
benefit, being their finite life of 1-5 years.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually
for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-
financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its
recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial
year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The
amounts are unsecured and are usually paid within 30 days of recognition.
Contract liabilities
Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised when a
customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration
(whichever is earlier) before the Group has transferred the goods or services to the customer.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are
subsequently measured at amortised cost using the effective interest method.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments
less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid
under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to
occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are
expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if
there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee;
lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is
made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written
down.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 2. Material accounting policy information (continued)
59
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the
period in which they are incurred.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled
wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and
periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate
bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option,
the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether
the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting
conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate
of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit
or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous
periods.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of
the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a
cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period,
any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 2. Material accounting policy information (continued)
60
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of IMEXHS Limited, excluding any costs
of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the
financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of additional ordinary shares that would have been outstanding assuming conversion of all dilutive potential
ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of
the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial
position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Comparative information
Certain comparatives have been reclassified to conform with current year presentation. This has not had any impact on the
financial position of the Group at 31 December 2023 or the results for the year then ended.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the Group for the annual reporting period ended 31 December 2024. The Group has not yet
assessed the impact of these new or amended Accounting Standards and Interpretations.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect
the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation
to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the
related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed
below.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the
lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit
loss rate for each group. These assumptions include recent sales experience, historical collection rates and forward-looking
information that is available. The allowance for credit losses, as disclosed in note 9, is calculated based on the information
available at the time of preparation. The actual credit losses in future years may be higher or lower.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 3. Critical accounting judgements, estimates and assumptions (continued)
61
Goodwill and other indefinite life intangible assets
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill
and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in
note 2. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These
calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth
rates of the estimated future cash flows.
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is
exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying
asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included
in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise
an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors
considered may include the importance of the asset to the Group's operations; comparison of terms and conditions to
prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and
disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise an extension option, or not
exercise a termination option, if there is a significant event or significant change in circumstances.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount
future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is
based on what the Group estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a
similar value to the right-of-use asset, with similar terms, security and economic environment.
Share-based payments
Share-based payments are measured at the fair value of goods or services received or the fair value of the equity instrument
issued (if the fair value of goods or services cannot be reliably determined) and are recorded at the date the goods or services
are received. The fair value of options is determined using the Black-Scholes option pricing model. The number of shares and
options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for
services received as consideration for the equity instruments granted is based on the number of equity instruments that
eventually vest.
Joint arrangements
The Group holds interests in the following arrangements:
(1)
75% in Union Temporal RIMAB Sur
(2)
97% in Union Temporal RIMAB AI-RAD
The partnership agreements require unanimous consent from all parties for all relevant activities. The two partners own the
assets of the partnership as tenants in common and are jointly and severally liable for the liabilities incurred by the partnership.
Interests the entities are therefore classified as joint operations and the Group recognises its direct right to the jointly held
assets, liabilities, revenues and expenses as described in note 2.
Note 4. Restatement of immaterial error
Correction of error
Subsequent to the 31 December 2023 year end, it was noted that some prior year expenses were incorrectly recorded in one
of the subsidiary’s accounts for the year ended 31 December 2023. As a result total expenses of the Group for the year ended
31 December 2023 were understated by $257,556 and accruals were understated by $257,556 as at 31 December 2023.
Comparative information has been amended for this immaterial error as per below.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 4. Restatement of immaterial error (continued)
62
Consolidated statement of profit or loss and other comprehensive income
Consolidated
2023
2023
$
$
$
Extract
Reported
Adjustment
Restated
Expenses
Platform as a service expense
(303,859)
(53,711)
(357,570)
Clinical services expenses
(10,946,757)
(158,145)
(11,104,902)
Administration and sales expenses
(5,877,743)
(27,103)
(5,904,846)
Finance costs
(332,139)
(18,597)
(350,736)
Loss before income tax expense
(4,019,667)
(257,556)
(4,277,223)
Income tax expense
(172,673)
-
(172,673)
Loss after income tax expense for the year attributable to the owners of
IMEXHS Limited
(4,192,340)
(257,556)
(4,449,896)
Other comprehensive income for the year, net of tax
3,700,091
-
3,700,091
Total comprehensive loss for the year attributable to the owners of
IMEXHS Limited
(492,249)
(257,556)
(749,805)
Cents
Cents
Cents
Reported
Adjustment
Restated
Basic earnings per share
(10.04)
(0.62)
(10.66)
Diluted earnings per share
(10.04)
(0.62)
(10.66)
Statement of financial position at the beginning of the earliest comparative period
When there is a restatement of comparatives, it is mandatory to provide a third statement of financial position at the beginning
of the earliest comparative period, being 1 January 2023. However, as there were no adjustments made as at 1 January 2023,
the Group has elected not to show the 1 January 2023 statement of financial position.
Consolidated statement of financial position at the end of the earliest comparative period
Consolidated
2023
2023
$
$
$
Extract
Reported
Adjustment
Restated
Liabilities
Current liabilities
Trade and other payables
3,163,829
257,556
3,421,385
Total current liabilities
6,372,607
257,556
6,630,163
Total liabilities
6,669,650
257,556
6,927,206
Net assets
15,983,624
(257,556)
15,726,068
Equity
Accumulated losses
(27,444,820)
(257,556)
(27,702,376)
Total equity
15,983,624
(257,556)
15,726,068
IMEXHS Limited
Notes to the financial statements
31 December 2024
63
Note 5. Operating segments
Identification of reportable operating segments
The Group is organised into two operating segments based on differences in products and services provided: Software and
Radiology Services. These operating segments are based on the internal reports that are reviewed and used by the Board of
Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining
the allocation of resources.
Other segments represent the Group's corporate headquarters.
The CODM reviews Underlying EBITDA (earnings before interest, tax, depreciation and amortisation). Underlying EBITDA
represents the Group's underlying and recurring earnings from its operations and is determined by adjusting the statutory net
profit after tax for items that are non-cash or non-operating in nature. The accounting policies adopted for internal reporting to
the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
Types of products and services
The principal products and services of each of these operating segments are as follows:
Software
The software business is focussed on the development and sale of modular imaging systems
that include information systems for Radiology (AQUILA), Cardiology (ANTEROS) and
Pathology (ALULA), as well as a Picture Archiving and Communications System (PACS). The
information systems combine a workflow management system with a patient data and image
distribution system, and the PACS allows a healthcare organisation to capture, store, view and
share radiology images.
Radiology
The radiology services business provides radiological diagnostic services to hospitals and
medical facilities in Colombia and Spain using IMEXHS medical imaging software. The
services business also provides the Group with medical images and radiologists interpretation
and reports to develop artificial intelligence (AI) tools.
Intersegment transactions
There were no intersegment transactions made during the year ended 31 December 2023.
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable
that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are
eliminated on consolidation.
Geographical information
Refer to note 6 for geographical information.
Major customers
During the year ended 31 December 2024, one customer individually contributed to approximately 34% of the total external
revenue generated by the Group (2023: 38%).
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 5. Operating segments (continued)
64
Operating segment information
Software
Radiology
Corporate
Total
Consolidated - 2024
$
$
$
$
Revenue
Sales to external customers
8,897,098
17,552,591
-
26,449,689
Intersegment sales
-
583,400
-
583,400
Total sales revenue
8,897,098
18,135,991
-
27,033,089
Total segment revenue
8,897,098
18,135,991
-
27,033,089
Intersegment eliminations
(583,400)
Total revenue
26,449,689
Underlying EBITDA
3,172,424
51,310
(2,698,383)
525,351
Depreciation and amortisation
(1,801,491)
(348,269)
(1,424)
(2,151,184)
Finance costs
(153,996)
(314,849)
(13)
(468,858)
Interest revenue
18,615
11,794
1,518
31,927
Foreign exchange, share based payments and other
19,290
(160,747)
(363,614)
(505,071)
Profit/(loss) before income tax expense
1,254,842
(760,761)
(3,061,916)
(2,567,835)
Income tax expense
(57,614)
Loss after income tax expense
(2,625,449)
Software
Radiology
(restated)
Corporate
Total
Consolidated - 2023 (restated)
$
$
$
$
Revenue
Sales to external customers
7,629,140
12,039,903
-
19,669,043
Total revenue
7,629,140
12,039,903
-
19,669,043
Underlying EBITDA
2,994,799
(833,679)
(1,951,768)
209,352
Depreciation and amortisation
(2,076,440)
(351,294)
(2,068)
(2,429,802)
Impairment of goodwill
-
(1,276,940)
-
(1,276,940)
Finance costs
(99,708)
(251,024)
(4)
(350,736)
Interest revenue
27,564
252
5,696
33,512
Foreign exchange and share based payments expenses
(53,500)
(20,276)
(388,833)
(462,609)
Profit/(loss) before income tax expense
792,715
(2,732,961)
(2,336,977)
(4,277,223)
Income tax expense
(172,673)
Loss after income tax expense
(4,449,896)
All assets and liabilities, including taxes are not allocated to the operating segments as the CODM reviews and manages on
an overall group basis.
Note 6. Revenue
Consolidated
2024
2023
$
$
Medical equipment and licences
701,954
267,698
Leasing equipment and software and services
25,055,245
18,750,133
Sale of inputs
84,036
57,384
Service and maintenance of equipment and software
608,454
593,828
Revenue
26,449,689
19,669,043
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 6. Revenue (continued)
65
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Consolidated
2024
2023
$
$
Timing of revenue recognition
Goods transferred at a point in time
723,323
318,307
Services transferred over time
25,726,366
19,350,736
26,449,689
19,669,043
The majority of the Group's revenue is derived from one geographic region, Latin America.
Note 7. Expenses
Consolidated
2024
2023
(restated)
$
$
Loss before income tax includes the following specific expenses:
Finance costs
Interest and finance charges paid/payable on borrowings
172,032
200,823
Interest and finance charges paid/payable on lease liabilities
6,628
4,175
Penalty interest and fines
290,198
145,738
468,858
350,736
Administration expenses
Employee and Director benefits expense
4,769,689
3,385,793
Professional and consultancy fees
716,780
615,643
Taxes
417,680
334,745
Office expenses
1,121,116
681,839
Insurance
183,325
226,960
Advertising and marketing
42,703
113,670
Corporate expenses
379,187
294,306
Maintenance
13,581
3,691
Travel expenses
165,822
182,239
Other
43,005
65,960
7,852,888
5,904,846
Consolidated
2024
2023
(restated)
$
$
Leases
Short-term lease payments
379,110
244,191
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 7. Expenses (continued)
66
Employee and Director benefits expense
Included in administration expenses:
Employee benefits expense excluding superannuation and share-based payments(a)
4,418,422
3,130,613
Defined contribution superannuation expense
351,267
255,180
4,769,689
3,385,793
Included in research and development and support expenses and clinical services expenses:
Employee benefits expense excluding superannuation and share-based payments
5,539,256
5,738,994
Defined contribution superannuation expense
521,761
497,962
6,061,017
6,236,956
Share-based payments expense
Share-based payments expense on issue of Director options
129,863
137,447
Share-based payments expense on issue of Employee options
233,796
251,496
363,659
388,943
Total Employee and Director benefits expense
11,194,365
10,011,692
(a)
Administrative expenses for the year ended 31 December 2024 include $200,250 worth of shares issued to the Directors
in lieu of directors' fees.
(b)
Further employee benefit expense of $896,588 were capitalised as per note 15.
Refer to note 4 for detailed information on Restatement of immaterial error.
Note 8. Income tax
Consolidated
2024
2023
$
$
Income tax expense
Current tax
57,614
172,673
Aggregate income tax expense
57,614
172,673
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
(2,567,835)
(4,277,223)
Tax at the statutory tax rate of 25%
(641,959)
(1,069,306)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Expected credit losses
29,059
(3,702)
Provision for inventories
799
(953)
Intangibles
238,112
238,961
Non-deductible taxes
3,882
3,190
Non-deductible employee contributions
(213,214)
(167,967)
Non-deductible interest, fines and levies
81,420
39,901
Non-deductible financial transactions levy
12,136
9,730
Other non-deductible expenses
294,557
361,628
Effect of overseas tax rates
6,544
32,522
Deferred tax assets not recognised
224,345
669,821
35,681
113,825
Adjustment of tax for prior period
21,933
58,848
Income tax expense
57,614
172,673
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 8. Income tax (continued)
67
Consolidated
2024
2023
$
$
Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Property, plant and equipment
30,081
31,089
Intangible assets
249,496
257,859
Allowance for expected credit losses
(170,838)
(176,564)
Lease liabilities
(30,081)
(31,089)
Deferred tax liability
78,658
81,295
Movements:
Opening balance
81,295
64,935
Foreign exchange differences
(2,637)
16,360
Closing balance
78,658
81,295
Note 9. Current assets - trade and other receivables
Consolidated
2024
2023
$
$
Trade receivables
4,906,924
5,230,692
Less: Allowance for expected credit losses
(432,588)
(99,876)
4,474,336
5,130,816
Other receivables
145,521
166,883
Indirect taxes receivable
335,982
33,606
4,955,839
5,331,305
Refer to note 30 for further details on related party receivables.
Allowance for expected credit losses
The Group has recognised a net loss of $652,180 (2023: $350,414) in profit or loss in respect of the expected credit losses
for the year ended 31 December 2024.
The ageing of the receivables (current and non-current) and allowance for expected credit losses provided for above are as
follows:
Expected credit loss rate
Carrying amount
Allowance for expected credit
losses
2024
2023
2024
2023
2024
2023
Consolidated
%
%
$
$
$
$
Not overdue
4.44%
-
3,527,127
2,458,984
156,619
-
0 to 3 months overdue
-
-
1,961,955
1,378,250
-
-
3 to 6 months overdue
5.48%
2.09%
124,830
520,179
6,844
10,888
6 to 12 months overdue
50.78%
6.44%
159,958
1,057,348
81,231
68,138
Over 12 months overdue
72.75%
6.35%
258,258
328,333
187,894
20,850
6,032,128
5,743,094
432,588
99,876
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 9. Current assets - trade and other receivables (continued)
68
The provision amount of $156,619 within the "not overdue" category relates to a receivable with a customer which the Group
has stopped servicing since August 2024 due to lack of payment. The matter was brought to Courts and the Group has
reached a settlement agreement with the customer who has agreed to repay the balance due over a 36 month-period. The
first payment was received on 29 November 2024. The account receivable balance as at 31 December 2024 was $1,000,000,
of which $156,619 has been provided for.
Movements in the allowance for expected credit losses are as follows:
Consolidated
2024
2023
$
$
Opening balance
99,876
94,119
Additional provisions recognised
652,180
350,414
Amounts recovered during the year
(33,031)
(378,614)
Amounts written off
(288,188)
-
Foreign exchange differences
1,751
33,957
Closing balance
432,588
99,876
Note 10. Current assets - contract assets
Consolidated
2024
2023
$
$
Contract assets
1,416,364
844,332
Reconciliation
Reconciliation of the written down values at the beginning and end of the current and
previous financial year are set out below:
Opening balance
844,332
850,780
Additions
1,416,364
844,332
Transfer to trade receivables
(816,947)
(1,065,124)
Exchange differences
(27,385)
214,344
Closing balance
1,416,364
844,332
Note 11. Current assets - inventories
Consolidated
2024
2023
$
$
Merchandise not manufactured by the Group - at cost
333,727
119,447
Materials and spare parts - at cost
52,254
49,102
Less: Provision for impairment
(58,030)
(56,520)
327,951
112,029
The cost of inventories recognised as an expense during the year ended 31 December 2024 was $1,205,490 (2023:
$548,105).
The cost of inventories recognised as an expense includes $5,058 (2023: write downs of $4,122) in respect of reversal of write
downs of inventory to net realisable value.
IMEXHS Limited
Notes to the financial statements
31 December 2024
69
Note 12. Non-current assets - trade receivables
Consolidated
2024
2023
$
$
Trade receivables
1,125,197
512,399
Refer to note 9 for an analysis of ageing of the receivables and allowance for expected credit losses.
Note 13. Non-current assets - property, plant and equipment
Consolidated
2024
2023
$
$
Leasehold improvements - at cost
81,165
229,484
Less: Accumulated depreciation
(17,015)
(138,397)
64,150
91,087
Furniture and fittings - at cost
25,224
40,896
Less: Accumulated depreciation
(14,353)
(29,889)
10,871
11,007
Motor vehicles - at cost
2,008
2,076
Less: Accumulated depreciation
(738)
(555)
1,270
1,521
Computer equipment - at cost
1,412,743
1,397,856
Less: Accumulated depreciation
(1,064,249)
(957,381)
348,494
440,475
Medical equipment - at cost
4,753,681
6,306,506
Less: Accumulated depreciation
(1,904,407)
(2,233,038)
2,849,274
4,073,468
3,274,059
4,617,558
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Leasehold
improvements
Furniture and
fittings
Motor
vehicles
Computer
equipment
Medical
equipment
Total
Consolidated
$
$
$
$
$
$
Balance at 1 January 2023
116,630
16,035
1,381
494,454
3,071,922
3,700,422
Additions
15,603
4,520
-
198,059
1,012,694
1,230,876
Disposals
(1,484)
-
-
(5,243)
(37,803)
(44,530)
Exchange differences
11,102
22
333
97,183
748,007
856,647
Depreciation expense
(50,764)
(9,570)
(193)
(343,978)
(721,352)
(1,125,857)
Balance at 31 December 2023
91,087
11,007
1,521
440,475
4,073,468
4,617,558
Additions
1,641
8,172
-
110,853
249,777
370,443
Disposals
(3,030)
2,972
-
-
(724,643)
(724,701)
Exchange differences
2,564
1,179
(48)
(9,956)
(125,238)
(131,499)
Depreciation expense
(28,112)
(12,459)
(203)
(192,878)
(624,090)
(857,742)
Balance at 31 December 2024
64,150
10,871
1,270
348,494
2,849,274
3,274,059
IMEXHS Limited
Notes to the financial statements
31 December 2024
70
Note 14. Non-current assets - right-of-use assets
Consolidated
2024
2023
$
$
Land and buildings - right-of-use
98,568
91,355
Less: Accumulated depreciation
(74,849)
(63,658)
23,719
27,697
The Group leases land and buildings for its offices under agreements of between 1 to 5 years with, in some cases, options to
extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.
The Group leases office equipment under agreements of less than 1 year. These leases are either short-term or low-value,
so have been expensed as incurred and not capitalised as right-of-use assets.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Land and
buildings
Consolidated
$
Balance at 1 January 2023
29,162
Additions
72,170
Modifications of lease terms
(3,219)
Exchange differences
6,839
Depreciation expense
(77,255)
Balance at 31 December 2023
27,697
Additions
92,239
Exchange differences
747
Depreciation expense
(96,964)
Balance at 31 December 2024
23,719
For other lease related disclosures refer to:
-
note 7 for details of interest on lease liabilities and other lease expenses;
-
consolidated statement of financial position for lease liabilities at 31 December 2024;
-
note 25 for maturity analysis of lease liabilities; and
-
consolidated statement of cash flow for repayment of lease liabilities.
IMEXHS Limited
Notes to the financial statements
31 December 2024
71
Note 15. Non-current assets - intangibles
Consolidated
2024
2023
$
$
Goodwill - at cost
5,883,408
6,080,636
Less: Impairment
(1,276,940)
(1,276,940)
4,606,468
4,803,696
Internally developed software - at cost
5,242,633
4,506,138
Less: Accumulated amortisation
(2,630,845)
(1,734,663)
2,611,788
2,771,475
Customer contracts - at cost
1,027,824
1,062,279
Less: Accumulated amortisation
(222,695)
(159,342)
805,129
902,937
Licenses - at cost
273,412
294,348
Less: Accumulated amortisation
(169,037)
(193,439)
104,375
100,909
8,127,760
8,579,017
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Goodwill
Internally
developed
software
Customer
contracts
Copyright
Licences
Total
Consolidated
$
$
$
$
$
$
Balance at 1 January 2023
4,856,982
2,366,436
777,799
6
117,104
8,118,327
Additions
-
717,743
-
-
246,430
964,173
Disposals
-
-
-
-
(19,262)
(19,262)
Exchange differences
1,223,654
645,638
191,106
-
(15,963)
2,044,435
Impairment of assets
(1,276,940)
-
-
-
-
(1,276,940)
Amortisation expense
-
(958,342)
(65,968)
(6)
(227,400)
(1,251,716)
Balance at 31 December 2023
4,803,696
2,771,475
902,937
-
100,909
8,579,017
Additions
-
896,588
-
-
193,631
1,090,219
Exchange differences
(197,228)
(94,501)
(28,451)
-
(7,922)
(328,102)
Amortisation expense
-
(961,774)
(69,357)
-
(182,243)
(1,213,374)
Balance at 31 December 2024
4,606,468
2,611,788
805,129
-
104,375
8,127,760
Impairment testing
In accordance with the Group's accounting policies, indefinite life assets are allocated to CGUs in order to determine the
recoverable amount for the annual impairment test.
As described in note 5, the Group has two main CGUs being the radiology and software CGUs.
Goodwill and customer contracts acquired through business combinations have been allocated to the radiology cash
generating unit ('CGU'). The radiology services business provides radiological diagnostic services to hospitals and medical
facilities in Colombia and Spain using IMEXHS medical imaging software. The services business also provides the Group with
medical images and radiologists interpretation and reports to develop artificial intelligence ('AI') tools.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 15. Non-current assets - intangibles (continued)
72
Internally developed software has been allocated to the software CGU. The software business is focused on the development
and sale of modular imaging systems that include information systems for Radiology (AQUILA), Cardiology (ANTEROS) and
Pathology (ALULA), as well as a Picture Archiving and Communications System (PACS). The information systems combine
a workflow management system with a patient data and image distribution system, and the PACS allows a healthcare
organisation to capture, store, view and share radiology images.
Both CGUs are tested annually for impairment or at the end of each reporting date where an indicator of impairment exists.
An impairment exists when the carrying value of the CGUs exceeds their recoverable amount.
No impairment existed at 31 December 2024. Based on the value-in-use calculation methodology and assumptions stated
below, the carrying amount of each group of CGUs at balance date does not exceed its recoverable amount.
The testing assessed the recoverable amount of IMEXHS CGU's assets by a value-in-use ('VIU') calculation using a
discounted cash flow model, based on a 5 year projection period approved by management. The calculated recoverable
amount of the Radiology CGU is $13.1m.
Key assumptions and impairment testing results
Key assumptions are those to which the recoverable amount of an asset or the CGU is most sensitive. The following key
assumptions were used in the VIU model to test the Radiology CGU at 31 December 2024 and 31 December 2023:
Assumptions
How determined
Rate used in the VIU
calculation
2024
Rate used in the VIU
calculation
2023
Discount rate (pre-tax)
Based on weighted
average cost of capital
reflecting current
market assessments of
the time value of money
and risks specific to the
CGU.
25.63%
28.26%
Revenue growth rate
Based on a five year
cash flow projection
taking into account
historical growth rates
and forecast volume
and price increases on
known contracts.
7%-40%
9%-38%
Terminal value growth rate
Assumed to be nil.
Nil
Nil
EBITDA margin
Based on a detailed
profitability analysis
conducted for radiology
customers with
development of
minimum contribution
margins and impact of
artificial intelligence and
technological changes
expected in the future.
5%-11%
7%-23%
The discount rate was estimated based on the CGU's weighted average cost of capital, which was calculated by a third party
independent valuation expert.
The revenue growth rate reflects forecast conservative growth rates over a 5 year period after consideration for changing
market conditions.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 15. Non-current assets - intangibles (continued)
73
Sensitivity analysis
Management believes that the assumptions disclosed above over the five-year forecast period are realistic and achievable
and as such Management believes that the carrying amount is fairly stated.
The calculation of value in use at 31 December 2024 and 31 December 2023 was most sensitive to the following assumptions:
Assumptions
2024
2024
2023
2023
used
%
Impact
%
Impact
Post-tax discount rate
16.66%
a 2% increase in the discount
rate with all other factors
remaining consistent in the
model would still not result in
an impairment.
18.37%
2% increase in the discount
rate with all other factors
remaining consistent in the
model would still not result in
an impairment.
Average projected revenue
growth rate for recurring
revenue
14.00%
a 2% decrease in the growth
rate per year with all other
factors remaining consistent
in the model will result in an
impairment of $1,238,649.
19.00%
a 2% decrease in the growth
rate per year with all other
factors remaining consistent
in the model would still not
result in an impairment.
Average EBITDA Margin
(after allocating Corporate
Cost)
15.00%
a 2% decrease in EBITDA
Magin rate per year with all
other
factors
remaining
consistent in the model will
result in an impairment of
$318,662.
17.00%
a 2% decrease in EBITDA
Magin rate per year with all
other
factors
remaining
consistent in the model would
still
not
result
in
an
impairment.
If there are any negative changes in the key assumptions on which the recoverable amount of goodwill is based, this would
result in a further impairment charge of goodwill.
Note 16. Current liabilities - trade and other payables
Consolidated
2024
2023
(restated)
$
$
Trade payables
3,124,185
2,705,927
Withholding tax payable
367,354
197,175
Other payables
22,062
518,283
3,513,601
3,421,385
Refer to note 4 for detailed information on Restatement of immaterial error.
Refer to note 25 for further information on financial instruments.
IMEXHS Limited
Notes to the financial statements
31 December 2024
74
Note 17. Current liabilities - contract liabilities
Consolidated
2024
2023
$
$
Contract liabilities
525,652
61,978
Reconciliation
Reconciliation of the written down values (current and non-current) at the beginning and end
of the current and previous financial year are set out below:
Opening balance
61,978
14,276
Payments received in advance
1,691,869
25,744
Transfer from revenue - included in the opening balance
(1,167,036)
53,558
Exchange differences
(61,159)
(31,600)
Closing balance
525,652
61,978
Representing:
Contract liabilities - current
525,652
61,978
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the
reporting period was $525,652 as at 31 December 2024 ($61,978 as at 31 December 2023) and is expected to be recognised
as revenue in future periods as follows:
Consolidated
2024
2023
$
$
Within 6 months
439,148
56,528
6 to 12 months
54,316
-
12 to 18 months
32,033
-
18 to 24 months
155
5,450
525,652
61,978
Note 18. Current liabilities - borrowings
Consolidated
2024
2023
$
$
Credit cards
364
8,041
Unsecured fixed term loans
793,678
1,041,703
794,042
1,049,744
Refer to note 20 for further information on financing arrangements and note 25 for further information on financial instruments.
Note 19. Current liabilities - Contingent consideration
Consolidated
2024
2023
$
$
Contingent consideration
-
29,951
Refer to note 26 for further information.
IMEXHS Limited
Notes to the financial statements
31 December 2024
75
Note 20. Non-current liabilities - borrowings
Consolidated
2024
2023
$
$
Unsecured fixed term loans
365,270
215,748
Refer to note 25 for further information on financial instruments.
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Consolidated
2024
2023
$
$
Total facilities
Unsecured fixed term loans
1,158,948
1,257,451
Used at the reporting date
Unsecured fixed term loans
1,158,948
1,257,451
Unused at the reporting date
Unsecured fixed term loans
-
-
Note 21. Equity - issued capital
Consolidated
2024
2023
2024
2023
Shares
Shares
$
$
Ordinary shares - fully paid
45,891,027
42,607,692
40,290,769
38,663,333
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
1 January 2023
41,257,901
38,476,999
Issue of shares in lieu of Director fees
20 February 2023
57,895
$0.8590
49,725
Issue of shares in lieu of Director fees
10 May 2023
118,234
$0.4206
49,725
Issue of shares in lieu of Director fees
3 July 2023
118,234
$0.4206
49,725
Issue of shares on exercise of options
4 September 2023
39,726
$0.0000
-
Issue of shares on exercise of options
6 September 2023
119,540
$0.0000
-
Share issue transaction costs, net of tax
-
$0.0000
(12,791)
Issue of shares - acquisition of subsidiary
15 September 2023
777,393
$1.7600
-
Issue of shares in lieu of Director fees
17 November 2023
118,769
$0.4206
49,950
Balance
31 December 2023
42,607,692
38,663,333
Issue of shares in lieu of Director fees
13 February 2024
118,769
$0.4210
49,950
Issue of shares - Director placement
14 March 2024
2,272,728
$0.5500
1,250,000
Issue of shares- Director placement
23 April 2024
454,545
$0.5500
250,000
Issue of shares in lieu of Director fees
23 April 2024
83,166
$0.6006
49,950
Issue of shares on exercise of options
2 September 2024
47,989
$0.0000
-
Issue of shares in lieu of Director fees
5 September 2024
83,166
$0.6006
49,950
Issue of shares on exercise of options
6 September 2024
55,890
$0.0000
-
Issue of shares in lieu of Director fees
30 December 2024
167,082
$0.6006
100,350
Share issue transaction costs, net of tax
-
(122,764)
Balance
31 December 2024
45,891,027
40,290,769
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 21. Equity - issued capital (continued)
76
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders
should the Company be wound up, in proportions that consider both the number of shares held and the extent to which those
shares are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of
authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide
returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost
of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding
relative to the current Company's share price at the time of the investment.
To support growth and any additional requirements for working capital, the Board and management consider various options,
including but not limited top external debt funding, owned equipment refinancing, the issuance of preference shares,
convertible notes or undertaking an ordinary equity capital raise.
There have been no events of default on the financing arrangements during the financial year.
Note 22. Equity - reserves
Consolidated
2024
2023
$
$
Foreign currency reserve
(204,484)
413,326
Share-based payments reserve
4,685,004
4,321,345
Options reserve
30,440
30,440
4,510,960
4,765,111
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign
operations.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration,
and other parties as part of their compensation for services.
Options reserve
The reserve is used to record amounts received from option holders from the issue of options.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 22. Equity - reserves (continued)
77
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Foreign
currency
Share-based
payments
Options
Total
Consolidated
$
$
$
$
Balance at 1 January 2023
(3,286,765)
3,932,402
30,440
676,077
Foreign currency translation
3,700,091
-
-
3,700,091
Share-based payments - options issued
-
388,943
-
388,943
Balance at 31 December 2023
413,326
4,321,345
30,440
4,765,111
Foreign currency translation
(617,810)
-
-
(617,810)
Share-based payments - options issued
-
363,659
-
363,659
Balance at 31 December 2024
(204,484)
4,685,004
30,440
4,510,960
The Colombian Peso (COP) appreciated significantly against Australian Dollar (AUD) during the first 6 months of 2024, but
subsequently weakened in the second half. This has caused a large movement in the foreign currency reserve. The average
exchange rate for the year ended 31 December 2024 was COP 2,699 compared to the average rate of COP 2,851 for the
year ended 31 December 2023. The closing rate as at 31 December 2024 was COP 2,724 (31 December 2023: COP 2,636).
Note 23. Equity - accumulated losses
Consolidated
2024
2023
$
$
Accumulated losses at the beginning of the financial year
(27,702,376)
(23,252,480)
Loss after income tax expense for the year
(2,625,449)
(4,449,896)
Accumulated losses at the end of the financial year
(30,327,825)
(27,702,376)
Note 24. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 25. Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk and interest rate risk),
credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods
to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate,
foreign exchange and other price risks and ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors
('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures,
controls and risk limits.
Market risk
Foreign currency risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities that are denominated
in a currency that is not the Company’s functional currency. Individual transactions are assessed, and forward exchange
contracts are used to hedge the risk where deemed appropriate.
While the Group as a whole has assets and liabilities in different currencies, individual entities in the Group do not have a
significant foreign exchange exposure to receivables or payables in currencies that are not their functional currency.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 25. Financial instruments (continued)
78
The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the reporting date
were as follows:
Assets
Liabilities
2024
2023
2024
2023
Consolidated
$
$
$
$
US dollars
405,882
320,377
12,441
72,793
Euros
664
20,016
35
13,269
Colombian peso
7,128,758
7,223,072
2,766,836
2,639,801
Mexican peso
1,164
-
62
-
7,536,468
7,563,465
2,779,374
2,725,863
Based on the financial instruments held at 31 December 2024, had the Australian dollar weakened by 5% against the above
foreign currencies, with all other variables held constant, the Group’s pre-tax loss for the year would have been $78,000 higher
(2023: $69,725 higher). If the Australian dollar had strengthened the corresponding impact would have been a decrease in
pre-tax profit by the same amount.
Interest rate risk
The Group’s main interest rate risk arises from borrowings with variable rates, which expose the Group to cash flow interest
rate risk. During the financial years ended 31 December 2024 and 31 December 2023, the Group’s borrowings at variable
rate were denominated in Colombian Pesos. The Group’s borrowings and receivables are carried at amortised cost.
The Group is exposed to interest rate risk at the date of this report via its cash holdings.
The exposure of the Group’s borrowings to interest rate changes and the contractual re-pricing dates of the borrowings at the
end of the reporting period are as follows:
2024
% of total
loans
2023
% of total
loans
$
%
$
%
Variable rate borrowings
1,159,312
100.0
1,265,492
100.0
Due to the carrying value of borrowings at variable interest rate, the Group is not exposed to any significant interest rate risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group has a strict code of credit, including obtaining agency credit information, confirming references and setting
appropriate credit limits. The Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to
credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of
those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not
hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through
the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative
across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information
that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the
failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments
for a period greater than 1 year.
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 25. Financial instruments (continued)
79
The Group has a credit risk exposure with two major customers, which as at 31 December 2024 owed the Group $2,500,000
in aggregate (51% of trade receivables) (2023: $2,100,000 - 41% of trade receivables).
As noted in note 9, there is a court approved 36 month payment agreement for $1,000,000 for one of the customers. This
balance was within its terms of trade, however an impairment charge of $156,619 has been taken as at 31 December 2024.
There are no guarantees against the trade receivable amount of $2,500,000 owed from these two major customers but
management closely monitors the receivable balance on a monthly basis and is in regular contact with these customers to
mitigate any risk.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents)
and available borrowing facilities to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously
monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial
liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Consolidated - 2024
Weighted
average
interest
rate
Within 6
months
6-12
months
Between 1
and 2 years
Between 2
and 5 years
Over 5
years
Total
contractual
cash flows
inclusive of
interest
payments
Carrying
amount
%
$
$
$
$
$
$
Trade payables
-
3,124,185
-
-
-
-
3,124,185
3,124,185
Other payables
-
22,062
-
-
-
-
22,062
22,062
Contingent consideration
-
-
-
-
-
-
-
-
Lease liabilities
3.0%
29,984
-
-
-
-
29,984
29,984
Borrowings - variable rate
16.0%
454,277
432,654
427,261
13,353
-
1,327,545
-
3,630,508
432,654
427,261
13,353
-
4,503,776
3,176,231
Consolidated - 2023
Weighted
average
interest
rate
Within 6
months
6-12
months
Between 1
and 2 years
Between 2
and 5 years
Over 5
years
Total
contractual
cash flows
inclusive of
interest
payments
Carrying
amount
%
$
$
$
$
$
$
Trade payables
-
2,705,927
-
-
-
-
2,705,927
2,705,927
Other payables
-
518,283
-
-
-
-
518,283
518,283
Contingent consideration
-
29,951
-
-
-
-
29,951
29,951
Lease liabilities
3.6%
27,697
-
-
-
-
27,697
27,697
Borrowings - variable rate
19.0%
910,003
235,239
258,885
-
-
1,404,127
1,404,127
4,191,861
235,239
258,885
-
-
4,685,985
4,685,985
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
IMEXHS Limited
Notes to the financial statements
31 December 2024
80
Note 26. Fair value measurement
Fair value hierarchy
The following tables detail the Group's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy,
based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly
Level 3: Unobservable inputs for the asset or liability
Level 1
Level 2
Level 3
Total
Consolidated - 2023
$
$
$
$
Liabilities
Contingent consideration
-
-
29,951
29,951
Total liabilities
-
-
29,951
29,951
There were no transfers between levels during the financial year.
For all assets and liabilities net fair value approximates their carrying value. No financial assets and financial liabilities are
readily traded on organised markets in standardised form other than listed investments of which the entity has no holdings in.
Financial assets where the carrying amount exceeds net fair values have not been written down as the Group intends to hold
these assets to maturity. The aggregate net fair values and carrying amounts of financial assets and financial liabilities are
disclosed in the statement of financial position and in the notes to the financial statements.
Valuation techniques for fair value measurements categorised within level 3
Contingent consideration were valued using a discounted cash flow model.
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Contingent
consideration
Consolidated
$
Balance at 1 January 2023
23,924
Foreign exchange differences
6,027
Balance at 31 December 2023
29,951
Paid
(29,951)
Balance at 31 December 2024
-
Note 27. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the Group is set out
below:
Consolidated
2024
2023
$
$
Short-term employee benefits
603,451
564,272
Post-employment benefits
89,176
77,570
Share-based payments
395,478
474,661
1,088,105
1,116,503
IMEXHS Limited
Notes to the financial statements
31 December 2024
81
Note 28. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Nexia Sydney Audit Pty Ltd, the
auditor of the Company, and its network firms:
Consolidated
2024
2023
$
$
Audit services - Nexia Sydney Audit Pty Ltd
Audit or review of the financial statements
133,624
125,138
Other services - Nexia Sydney Audit Pty Ltd
Preparation of the tax return
8,500
11,500
Other services - Nexia Sydney Corporate Advisory Pty Ltd
Corporate Advisory
-
7,000
142,124
143,638
Audit services - network firms
Audit or review of the financial statements
55,421
49,227
197,545
192,865
Note 29. Contingent liabilities
The Group had no contingent liabilities as at 31 December 2024 (2023: none).
Note 30. Related party transactions
Parent entity
IMEXHS Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 32.
Key management personnel
Disclosures relating to key management personnel are set out in note 27 and the remuneration report included in the directors'
report.
Transactions with related parties
Contingent consideration in relation to the acquisition of RIMAB SAS of $29,951 was paid during the year (2023 - $nil).
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Note 31. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$
$
Loss after income tax
(2,070,779)
(2,000,654)
Total comprehensive loss
(2,070,779)
(2,000,654)
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 31. Parent entity information (continued)
82
Statement of financial position
Parent
2024
2023
$
$
Total current assets
25,756
97,999
Total assets
5,424,540
5,458,932
Total current liabilities
49,513
4,221
Total liabilities
49,513
4,221
Equity
Issued capital
40,290,769
38,663,333
Share-based payments reserve
4,685,004
4,321,345
Options reserve
30,440
30,440
Accumulated losses
(39,631,186)
(37,560,407)
Total equity
5,375,027
5,454,711
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 31 December 2024 and 31 December
2023.
Contingent liabilities
The parent entity had no contingent liabilities as at 31 December 2024 and 31 December 2023.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 31 December 2024 and 31 December
2023.
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the
following:
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
●
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
●
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
Note 32. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 2:
Ownership interest
Principal place of business /
2024
2023
Name
Country of incorporation
%
%
Imaging Experts and Healthcare Services Pty Ltd
Australia
100%
100%
Imaging Experts and Healthcare Services S.A.S.
Colombia
100%
100%
IMEXHS Corp
US
100%
100%
RIMAB SAS
Colombia
100%
100%
OMT Operations (AU) Pty Ltd*
Australia
100%
100%
IMEXVR SAS*
Colombia
100%
100%
IMEXMB SAS*
Colombia
100%
100%
Imagen Soft
Mexico
100%
100%
*
Dormant.
IMEXHS Limited
Notes to the financial statements
31 December 2024
83
Note 33. Non-cash investing and financing activities
Consolidated
2024
2023
$
$
Additions to the right-of-use assets
92,239
72,170
Modifications of lease terms
-
(28,250)
92,239
43,920
Note 34. Changes in liabilities arising from financing activities
Borrowings
Lease
liabilities
Total
Consolidated
$
$
$
Balance at 1 January 2023
1,087,946
29,161
1,117,107
Net cash used in financing activities
(40,436)
(45,384)
(85,820)
Acquisition of leases
-
72,170
72,170
Modifications of lease terms
-
(28,250)
(28,250)
Exchange differences
217,982
-
217,982
Balance at 31 December 2023
1,265,492
27,697
1,293,189
Net cash used in financing activities
(106,180)
(89,952)
(196,132)
Acquisition of leases
-
92,239
92,239
Balance at 31 December 2024
1,159,312
29,984
1,189,296
Note 35. Earnings per share
Consolidated
2024
2023
(restated)
$
$
Loss after income tax attributable to the owners of IMEXHS Limited
(2,625,449)
(4,449,896)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
44,956,322
41,738,019
Weighted average number of ordinary shares used in calculating diluted earnings per share
44,956,322
41,738,019
Cents
Cents
Basic earnings per share
(5.84)
(10.66)
Diluted earnings per share
(5.84)
(10.66)
Share options on issue have been excluded from the weighted average number of ordinary shares used in calculating diluted
loss per share as they are considered anti-dilutive.
Note 36. Share-based payments
The following shares were issued to key management personnel during the year:
Number of
Issue
Value
Issue date
shares
Price
$
23/04/2024
83,166
$0.6006
49,950
05/09/2024
83,166
$0.6006
49,950
30/12/2024
167,082
$0.6006
100,350
333,414
200,250
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 36. Share-based payments (continued)
84
Options granted to key management personnel and external parties are as follows:
●
On 26 May 2020, 560,000 share options were granted to Mr Douglas Flynn as part of his appointment as Non-
Executive Chairman. The grant consists of 3 tranches, tranche 1 and 2 each comprise of 160,000 options and tranche
3 comprises of 240,000 options. Tranche 1 and 2 vest on 26 May 2020 and tranche 3 vests when the Company's share
price reaches or exceeds a 30 day VWAP of $6.00. Tranche 1, 2 and 3 have an exercise price of $2.75, $3.50 and
$1.50 respectively. All tranches expire on 12 March 2027.
●
On 1 March 2021, 140,000 share options were granted to Reena Minhas under the Company's Long Term incentive
Plan. The options vest on 1 October 2023, have a nil exercise price and expire on 1 March 2031.
●
On 16 April 2021, 204,280 share options were granted to Employees under the Company's Long Term incentive Plan.
The grant consists of 2 tranches, tranche 1 comprises 67,411 options and tranche 2 of 136,869 options. Both tranches
have a nil exercise price and expire on 16 April 2031. 88,932 options lapsed during the 2022, 46,725 options lapsed
during 2023 and 68,623 options lapsed during 2024.
●
On 14 May 2021, 43,519 share options were granted to the CEO German Arango under the Company's Long Term
Incentive Plan. The grant consists of 2 tranches, tranche 1 comprises 14,361 options and tranche 2 of 29,158
options. Both tranches have a nil exercise price and expire on 14 May 2031. 14,361 options lapsed during 2023 and
29,158 options lapsed during 2024.
●
On 14 May 2021, 98,594 share options were granted to Non-Executive Directors under the Company's Long Term
incentive Plan. The options vested immediately on the grant date with a nil exercise price and expire on 14 May 2025.
78,875 of the Options were exercised during 2021. 19,719 options remain on issue.
●
On 19 May 2022, 73,393 share options were granted to the CEO German Arango the Company's Long Term Incentive
Plan. The grant consists of 2 tranches, tranche 1 comprises 24,220 options and tranche 2 of 49,173. Both tranches
have a nil exercise price and expire on 19 May 2032. 24,220 options lapsed during 2024.
●
On 19 May 2022, 100,219 share options were granted to Non-Executive Directors under the Company's Long Term
Incentive Plan. The options vested immediately on the grant date with a nil exercise price and expire on 19 May 2026.
40,087 options were exercised during 2023 and 20,044 during 2024.
●
On 18 July 2022, 416,018 share options were granted to Employees under the Company's Long Term incentive Plan.
The grant consists of 2 tranches, tranche 1 comprises 161,507 options and tranche 2 of 327,904 options. Both
tranches have a nil exercise price and expire on 18 July 2032. 35,174 options lapsed during the 2022 ,13,698 options
have lapsed during 2023 and 135,919 during 2024.
●
On 16 May 2023, 198,631 share options were granted to Non-Executive Directors under the Company's Long Term
incentive Plan. The options vested immediately on the grant date with a nil exercise price and expire on 16 May 2027.
119,179 options have been exercised during 2023.
●
On 16 May 2023, 162,182 share options were granted to the CEO German Arango under the Company's Long Term
incentive Plan. The grant consists of 2 tranches, tranche 1 comprises 53,520 options and tranche 2 of 108,662
options. Both tranches have a nil exercise price and expire on 16 May 2033.
●
On 30 June 2023, 813,576 share options were granted to Employees under the Company's Long Term Incentive Plan.
The grant consists of 2 tranches, tranche 1 comprises 268,480 options and tranche 2 of 545,096. Both tranches have a
nil exercise price and expire on 25 April 2033. 57,654 options lapsed during the 2023 and 43,811 options during 2024.
●
On 23 April 2024, 139,725 share options were granted to Non-Executive Directors under the companies Long Term
Incentive Plan. The options vested immediately on the grant date with a nil exercise price and expire on 23 April 2028.
83,835 options were exercised during 2024.
●
On 23 April 2024, 113,571 share options were granted to the CEO German Arango under the companies Long Term
Incentive Plan. The grant consists of 2 tranches, tranche 1 comprises 37,478 options and tranche 2 of 76,093. Both
tranches have a nil exercise price and expire on 23 April 2034.
●
On 30 May 2024, 577,312 share options were granted to Employees under the companies Long Term Incentive Plan.
The grant consists of 2 tranches, tranche 1 comprises 190,512 options and tranche 2 of 386,800. Both tranches have a
nil exercise price and expire on 23 April 2034. 18,779 options lapsed during the 2024.
Options granted to the CEO and CFO under the Company's Long Term Incentive Plan during the year have performance
conditions. The number of options that vest is based on the total shareholder return (TSR) of IMEXHS over the respective
performance periods, relative to the performance of the S&P/ASX 300 Accumulation Index (the Index).
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 36. Share-based payments (continued)
85
Set out below are summaries of options granted:
2024
Balance at
Expired/
Balance at
Exercise
the start of
forfeited/
the end of
Grant date
Expiry date
price
the year
Granted
Exercised
other
the year
26/05/2020
12/03/2027
$2.7500
160,000
-
-
-
160,000
26/05/2020
12/03/2027
$3.5000
160,000
-
-
-
160,000
26/05/2020
12/03/2027
$1.5000
240,000
-
-
-
240,000
01/03/2021
01/03/2031
$0.0000
140,000
-
-
-
140,000
16/04/2021
16/04/2031
$0.0000
68,623
-
-
(68,623)
-
14/05/2021
14/05/2031
$0.0000
29,158
-
-
(29,158)
-
14/05/2021
14/05/2025
$0.0000
19,719
-
-
-
19,719
19/05/2022
19/05/2026
$0.0000
60,132
-
(20,044)
-
40,088
19/05/2022
19/05/2032
$0.0000
73,393
-
-
(24,220)
49,173
18/07/2022
18/07/2032
$0.0000
367,146
-
-
(135,919)
231,227
16/05/2023
16/05/2027
$0.0000
79,452
-
-
-
79,452
16/05/2023
16/05/2033
$0.0000
162,182
-
-
-
162,182
30/06/2023
25/04/2033
$0.0000
755,922
-
-
(43,811)
712,111
23/04/2024
23/04/2028
$0.0000
-
139,725
(83,835)
-
55,890
23/04/2024
23/04/2034
$0.0000
-
113,571
-
-
113,571
30/05/2024
23/04/2034
$0.0000
-
577,312
-
(18,779)
558,533
2,315,727
830,608
(103,879)
(320,510)
2,721,946
Weighted average exercise price
$0.5870
$0.0000
$0.0000
$0.0000
$0.5000
2023
Balance at
Expired/
Balance at
Exercise
the start of
forfeited/
the end of
Grant date
Expiry date
price
the year
Granted
Exercised
other
the year
28/08/2018
28/08/2023
$1.8750
1,000,001
-
-
(1,000,001)
-
28/08/2018
28/08/2023
$1.8750
1,000,001
-
-
(1,000,001)
-
25/10/2018
25/10/2023
$3.5000
80,000
-
-
(80,000)
-
10/12/2018
09/12/2023
$2.6500
40,000
-
-
(40,000)
-
26/05/2020
12/03/2027
$2.7500
160,000
-
-
-
160,000
26/05/2020
12/03/2027
$3.5000
160,000
-
-
-
160,000
26/05/2020
12/03/2027
$1.5000
240,000
-
-
-
240,000
01/03/2021
01/03/2031
$0.0000
140,000
-
-
-
140,000
16/04/2021
16/04/2031
$0.0000
115,348
-
-
(46,725)
68,623
14/05/2021
14/05/2031
$0.0000
43,519
-
-
(14,361)
29,158
14/05/2021
14/05/2025
$0.0000
19,719
-
-
-
19,719
19/05/2022
19/05/2026
$0.0000
100,219
-
(40,087)
-
60,132
19/05/2022
19/05/2032
$0.0000
73,393
-
-
-
73,393
18/07/2022
18/07/2032
$0.0000
380,844
-
-
(13,698)
367,146
16/05/2023
16/05/2027
$0.0000
-
198,631
(119,179)
-
79,452
16/05/2023
16/05/2033
$0.0000
-
162,182
-
-
162,182
30/06/2023
25/04/2033
$0.0000
-
813,576
-
(57,654)
755,922
3,553,044
1,174,389
(159,266)
(2,252,440)
2,315,727
Weighted average exercise price
$1.5468
$0.0000
$0.0000
$1.8360
$0.5870
IMEXHS Limited
Notes to the financial statements
31 December 2024
Note 36. Share-based payments (continued)
86
Set out below are the options exercisable at the end of the financial year:
2024
2023
Grant date
Expiry date
Number
Number
26/05/2020
12/03/2027
320,000
320,000
01/03/2021
01/03/2031
140,000
140,000
14/05/2021
14/05/2025
19,719
19,719
19/05/2022
19/05/2026
40,088
60,132
16/05/2023
16/05/2027
79,452
79,452
23/04/2024
23/04/2028
55,890
-
655,149
619,303
The weighted average share price during the financial year was $0.48 (2023: $0.55).
The weighted average remaining contractual life of options outstanding at the end of the financial year was 6.68 years (2023:
7.02 years).
An external expert was engaged to determine the fair value of the new options issued in the year. The options issued to the
non-executive directors were measured using a Black-Scholes model. The options issued to the CEO and Employees contain
market conditions tied to Total Shareholder Return. These were measured using a Monte Carlo Simulation. Volatility has been
determined by the external expert based and was calculated based on one, two and three-year periods of historic volatility.
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the
grant date, are as follows:
Share price
Exercise
Expected
Dividend
Risk-free
Fair value
Grant date
Expiry date
at grant date
price
volatility
yield
interest rate
at grant date
23/04/2024
23/04/2028
$0.5400
$0.0000
60.00%
-
3.91%
$0.540
23/04/2024
23/04/2034
$0.5400
$0.0000
60.00%
-
3.89%
$0.318
23/04/2024
23/04/2034
$0.5400
$0.0000
60.00%
-
3.85%
$0.341
30/05/2024
23/04/2034
$0.4800
$0.0000
60.00%
-
4.14%
$0.262
30/05/2024
23/04/2034
$0.4800
$0.0000
60.00%
-
4.07%
$0.288
Note 37. Events after the reporting period
On 13 February 2025, the Group contracted a new loan facility of $300,872 with Banco De Bogota. The loan is unsecured
with an interest rate of 12.2% per annum and is repayable over 1 year.
No other matter or circumstance has arisen since 31 December 2024 that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
IMEXHS Limited
Consolidated entity disclosure statement
As at 31 December 2024
87
Place formed /
Ownership
interest
Entity name
Entity type
Country of incorporation
%
Tax residency
IMEXHS Limited
Body corporate
Australia
100%
Australia
Imaging Experts and
Healthcare Services Pty
Ltd
Body corporate
Australia
100%
Australia
Imaging Experts and
Healthcare Services
S.A.S.
Body corporate
Colombia
100%
Colombia
IMEXHS Corp
Body corporate
US
100%
US
RIMAB SAS
Body corporate
Colombia
100%
Colombia
OMT Operations (AU) Pty
Ltd*
Body corporate
Australia
100%
Australia
IMEXVR SAS*
Body corporate
Colombia
100%
Colombia
IMEXMB SAS*
Body corporate
Colombia
100%
Colombia
Imagen Soft
Body corporate
Mexico
100%
Mexico
*
Dormant.
IMEXHS Limited
Directors' declaration
31 December 2024
88
In the directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
●
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
●
the attached financial statements and notes give a true and fair view of the Group's financial position as at 31 December
2024 and of its performance for the financial year ended on that date;
●
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable; and
●
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Douglas Flynn
Chairman
31 March 2025
89
Independent Auditor’s Report to the Members of IMEXHS Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of IMEXHS Limited (the Company and its subsidiaries (the Group)),
which comprises the consolidated statement of financial position as at 31 December 2024, the
consolidated statement of profit or loss and other comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including material accounting policy information, the consolidated entity disclosure
statement and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
i)
giving a true and fair view of the Group’s financial position as at 31 December 2024 and of its
financial performance for the year then ended; and
ii) 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 Company 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.
Material uncertainty related to going concern
We draw attention to Note 2 in the financial report, which indicates that the Group has generated a loss
of $2,625,449 and net operating cash outflows of $634,679. The Group has experienced delays in
receiving outstanding debts and increased costs in delivering radiology services. As stated in Note 2, these
events or conditions, along with other matters as set forth in the note, indicate that a material uncertainty
exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is
not modified in respect of this matter.
90
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. 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.
Key audit matter
How our audit addressed the key audit matter
Revenue recognition
Refer to notes 2 and 6 in the
financial report.
Revenue recognition is considered
a key audit matter as it is the
most significant balance in the
Group’s Statement of Profit or
Loss and Other Comprehensive
Income, and is the key driver to
the Group’s performance.
Furthermore, there are
complexities and significant
management judgements
associated with interpreting the
key contractual terms of revenue
contracts entered into by the
Group against the requirements of
the AASB 15 ‘Revenue from
Contracts with Customers’ (AASB
15).
Our audit procedures in respect of this area included but were not
limited to the following:
▪
Assessed the adequacy of the disclosures in notes 2 and 6 of the
financial report.
▪
Instructing and reviewing the audit work papers of the
component auditor in Columbia, which included the following
specific procedures:
-
Testing a sample of contracts, considering their terms and
conditions and identification of the performance obligations
in those arrangements, and assessing their accounting
treatment under AASB 15;
-
Testing a sample of revenue transactions to sales contracts
signed by customers;
-
Performing cut-off testing for a sample of contracts to
determine whether revenue had been recorded in the correct
accounting period based on their contractual terms;
▪
Testing material revenue contracts, including considering their
terms and conditions, and identification of the performance
obligations in those arrangements and assessing their accounting
treatment under AASB 15.
Impairment testing of goodwill
Refer to notes 2 and 15 in the
financial report.
We consider the above to be a
key audit matter due to its
importance to the intended users’
understanding of the financial
report as a whole, in particular, its
materiality to the financial report.
Our audit procedures in respect of this area included but were not
limited to the following:
▪
Assessed the impairment model used to calculate the recoverable
amount against the requirements of AASB 136 “Impairment of
Assets”;
▪
Assessed the appropriateness of key assumptions used in the
model such as revenue growth, margin, discount rate and
terminal value and challenged these assumptions with
management;
▪
Evaluated the underlying cash flow assumptions with reference
to current year results and current economic market conditions;
▪
Assessed the accuracy of management’s forecasting by assessing
the reliability of historical forecasts;
▪
Engaged with Nexia’s valuation experts to evaluate the weighted
average cost of capital (discount rate);
▪
Performed sensitivity analysis on the recoverable amount of
91
Key audit matter
How our audit addressed the key audit matter
goodwill to reasonably possible changes in the key cash flow
forecast assumptions; and
▪
Assessed whether appropriate the disclosures were made in the
notes to the financial statements in accordance with AASB 136.
Other information
The directors are responsible for the other information. The other information comprises the information
in IMEXHS Limited’s annual report for the year ended 31 December 2024, but does not include the
financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the
other information and we do not express any form of assurance conclusion thereon. In connection with
our audit of the financial report, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of the other
information we are required to report that fact. We have nothing to report in this regard.
Directors’ responsibility 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 Group’s ability 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 have no realistic alternative but to do so.
Auditor’s responsibility 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.
A further description of our responsibilities for the audit of the financial report is located at The Australian
Auditing and Assurance Standards Board website at:
www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our auditor’s
report.
92
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 36 to 44 of the directors’ Report for the year
ended 31 December 2024.
In our opinion, the Remuneration Report of IMEXHS Limited for the year ended 31 December 2024,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
Nexia Sydney Audit Pty Ltd
Lester Wills
Director
Dated: 31 March 2025
Sydney
IMEXHS Limited
Shareholder information
31 December 2024
93
The shareholder information set out below was applicable as at 28 February 2025.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
Options over ordinary
shares
% of total
% of total
Number
shares
Number
shares
of holders
issued
of holders
issued
1 to 1,000
247
0.21
-
-
1,001 to 5,000
253
1.50
6
0.86
5,001 to 10,000
108
1.73
7
2.08
10,001 to 100,000
194
14.18
23
26.69
100,001 and over
44
82.38
7
70.37
846
100.00
43
100.00
Holding less than a marketable parcel
268
0.26
-
-
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
% of total
shares
Number held
issued
Sandhurst Trustees Ltd (Jmfg Consol A/C)
8,532,461
18.59
Digital Imaging Solutions Sas
3,407,708
7.43
HSBC Custody Nominees (Australia) Limited
2,102,044
4.58
Jaava Asesores Integrales Sas
2,048,758
4.46
DR & LC Flynn Nominees Pty Limited (Flynn Super Fund A/C)
2,020,845
4.40
German Anibal Arango Bonnet
1,860,394
4.05
Dixson Trust Pty Limited
1,673,329
3.65
Rio Negro Pty Ltd (The Medallo A/C)
1,517,326
3.31
Volegna Holdings Pty Ltd (The Csa A/C)
1,448,524
3.16
Mr Christian James Haustead
1,437,000
3.13
Irukandji Investments Pty Ltd (Longreach Family A/C)
1,170,184
2.55
J P Morgan Nominees Australia Pty Limited
1,122,724
2.45
Ilewise Pty Ltd (Lingard Super Fund A/C)
945,803
2.06
Barrijag Pty Limited (Hadley Family A/C)
909,091
1.98
Jorge H Marin Munoz
884,671
1.93
Heff Super Pty Ltd (J & A Heff Super Fund A/C)
472,221
1.03
Ilewise Pty Ltd (Lingard Family A/C)
465,909
1.02
Goldstake Corporation Pty Ltd
444,938
0.97
Dr Vern Thomas Madden & Mrs Clare Maree Madden (Mad-Boy Super Fund A/C)
409,000
0.89
Prof Alan Jonathan Berrick
382,079
0.83
33,255,009
72.47
Unquoted equity securities
Number
Number
on issue
of holders
Options over ordinary shares issued
2,721,946
43
IMEXHS Limited
Shareholder information
31 December 2024
94
Substantial holders
Substantial holders in the Company are set out below:
Ordinary shares
% of total
shares
Number held
issued
Sandhurst Trustees Ltd (Jmfg Consol A/C)
8,532,461
18.59
Digital Imaging Solutions Sas
3,407,708
7.43
Milla Paula Inari Palacio*
2,687,510
5.86
*
Irukandji Investments Pty Ltd (Longreach Family A/C) 1,170,184 shares (2.55%), Rio Negro Pty Ltd (The Medallo A/C)
1,517,326 shares (3.31%).
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
shall have one vote.
There are no other classes of equity securities.
IMEXHS Limited
Corporate directory
31 December 2024
95
Directors
Mr Douglas Flynn - Non-Executive Chairman
Dr German Arango - Chief Executive Officer
Dr Douglas Lingard - Non-Executive Director
Mr Carlos Palacio - Non-Executive Director
Mr Damian Banks - Non-Executive Director
Company secretary
Ms Reena Minhas
Notice of annual general meeting
The details of the annual general meeting of IMEXHS Limited are:
To be held at 11 AM on Monday, 19 May 2025
Level 7, 32 Martin Place SYDNEY NSW 2000
Registered office
7/32 Martin Place
Sydney NSW 2020
Tel: +61 2 9030 0040
Principal place of business
7/32 Martin Place
Sydney NSW 2020
Tel: +61 2 9030 0040
Share register
Automic Pty Ltd
Level 5, 126 Phillip Street
Sydney NSW 2000
Tel: 1300 288 664
Tel: +61 2 9698 5414 (international)
Email: hello@automic.com.au
Auditor
Nexia Sydney Audit Pty Ltd
Level 22, 2 Market Street
Sydney NSW 2000
Bankers
National Australia Bank
2 Carrington Street
Sydney NSW 2000
Stock exchange listing
IMEXHS Limited shares are listed on the Australian Securities Exchange (ASX code:
IME)
Corporate Governance Statement
The directors and management are committed to conducting the business of IMEXHS
Limited in an ethical manner and in accordance with the highest standards of corporate
governance. IMEXHS Limited has adopted and has complied with the ASX Corporate
Governance Principles and Recommendations (Fourth Edition) (‘Recommendations’) to
the extent appropriate to the size and nature of its operations.
The Corporate Governance Statement, which sets out the corporate governance
practices that were in operation during the financial year and identifies and explains any
Recommendations that have not been followed was approved by the Board of Directors
at the same time as the Annual Report and can be found at www.imexhs.com
ANNUAL
REPORT
20
24
Leading the way in life-changing diagnostics