Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

IMDEX LIMITED Annual Report 2009

Aug 16, 2009

65119_rns_2009-08-16_39807250-8181-4389-9651-53bb9302fd62.pdf

Annual Report

Open in viewer

Opens in your device viewer

==> picture [164 x 82] intentionally omitted <==

17 August 2009

Australian Stock Exchange Limited Company Announcements Office Exchange Centre 20 Bridge Street SYDNEY NSW 2001

BY ELECTRONIC LODGEMENT

Dear Sirs

ASX APPENDIX 4E AND FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2009

Please find attached Imdex Limited’s Appendix 4E and audited Financial Report for the Year Ended 30 June 2009.

The audited Annual Report, which will include the Financial Report, for the Year Ended 30 June 2009 together with the Notice of Annual General Meeting is expected to be mailed to those shareholders who have requested a hardcopy in mid-September 2009.

Yours faithfully

Imdex Limited

==> picture [222 x 58] intentionally omitted <==

Paul Evans

Company Secretary

==> picture [23 x 32] intentionally omitted <==

Imdex Limited ACN 008 947 813 ABN 78 008 947 813 Level 1, 15 Rheola Street West Perth Western Australia 6005 PO Box 1325, West Perth Western Australia 6872 Phone +61 8 9481 5777 Fax +61 8 9481 6527 E-mail [email protected]

R:\Financial Reports\Annual Reports\2009\30 Jun 2009 - Imdex Annual Report.doc

Quality Endorsed

Company ISO 9002 LIC: QEC 2807 Standards Australia

IMDEX LIMITED and its controlled entities

DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009

The Directors of Imdex Limited (“Imdex” or “the Company”) present their report together with the annual Financial Report of the Company and its Subsidiaries (“the Group”) for the financial year ended 30 June 2009.

In order to comply with the provisions of the Corporations Act 2001, the Directors’ report as follows:

(a) Directors

The names and particulars of the Directors of the Company during or since the end of the financial year are:

Name Role Age Particulars
Mr I F Burston Independent, Non
Executive
Chairman
74 �Mechanical Engineer
�Member of the Audit and Compliance & Remuneration Committees
�Director since 22 November 2000
�Previously Managing Director of Hamersley Iron, Chief Executive
Officer for Kalgoorlie Consolidated Gold Mines, Managing Director and
Chief Executive Officer of Aurora Gold, and Managing Director of
Portman Limited
�Extensive experience leading publicly listed and private companies
Mr B W Ridgeway Managing Director 55 �Chartered Accountant
�Director since 23 May 2000
�Over 20 years experience with public and private companies as owner,
director and manager
�Member of the Institute of Chartered Accountants in Australia and
Australian Institute of Company Directors
Mr R W Kelly Independent, Non
Executive Director
71 �Engineer
�Member of the Audit and Compliance Committee Chairman of the
Remuneration Committee
�Director since 14 January 2004
�Previously Chairman and Non Executive Director of Clough Limited,
Sumich Group Limited, Orbital Corporation Limited, Beltreco Limited
and Director of Aurora Gold Limited, PA Consulting Services Ltd and
the Fremantle Football Club.
Mr K A Dundo Independent, Non
Executive Director
56 �Lawyer
�Chairman of the Audit and Compliance Committee
�Member of the Remuneration Committee
�Director since 14 January 2004
�Previously Director of Intrepid Mines Ltd, St Barbara Mines Ltd and
Defiance Mining Corporation
Mr M Lemmel Independent, Non
Executive Director
70 �Management Consultant
�Director since 19 October 2006
�Previously Senior Vice President of Ericsson Telecommunications,
Chief Executive Officer of the Federation of Swedish Industries, Director
General for Enterprise Policy of the European Commission and
President of Småföretagsinvest AB (previous owners of Reflex)

(b) Directorships of other listed companies Directorships of other listed companies held by the Directors in the 3 years immediately before the end of the financial year are as follows:

Name Company Position Period of Directorship
Mr I F Burston Fortescue Metals Group Ltd
NRW Holdings Ltd
Kansai Mining Corporation
Mincor Resources NL
Cape Lambert Iron Ore Ltd
Aztec Resources Ltd
Aviva Corporation Ltd
Non Executive Director
Non Executive Chairman
Non Executive Director
Non Executive Director
Non Executive Chairman
Chairman and Chief Executive Officer
Non Executive Director
2008 – Current
2007 – Current
2006 – Current
2003 – Current
2006 – 2008
2004 – 2006
2003 – 2006
Mr R W Kelly Clough Limited Non Executive Director 1996 – 2008
Mr K A Dundo Computercorp Limited
Intrepid Mines Ltd
Non Executive Director
Non Executive Director
2006 – Current
2002 – 2009

Page 1 of 83

and its controlled entities

IMDEX LIMITED

DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009

(c) Company Secretary

Mr P A Evans

Mr Evans, a Chartered Accountant, joined Imdex Limited on 17 October 2006. After leaving professional practice he worked in a range of commercial and financial roles in the media, manufacturing and telecommunications industries. Mr Evans is a Fellow of the Institute of Chartered Accountants in Australia.

(d) Directors’ Meetings

The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held during the financial year and the number of meetings attended by each Director (while they were a Director or committee member). During the financial year, seven Board meetings, three Audit and Compliance Committee meetings and four Remuneration Committee meetings were held.

Board of Directors Audit and Compliance
Committee
Audit and Compliance
Committee
Remuneration Committee Remuneration Committee
Held Attended Held Attended Held Attended
I F Burston 7 6 3 2 4 3
B W Ridgeway 7 7 - - - -
R W Kelly 7 7 3 3 4 4
K A Dundo 7 6 3 3 4 4
M Lemmel 7 5 - - - -

(e) Directors’ Shareholdings

At the date of this report the Directors held the following interests in shares and options in shares of the Company:

Directors Shares Held
Directly
Shares Held
Indirectly
Options Held
Directly
I F Burston - 393,786 1,000,000
B W Ridgeway - 3,500,000 2,000,000
R W Kelly - 380,000 -
K A Dundo - 300,000 -
M Lemmel 500,000 299,267 -

Details of options on issue at the date of this report are disclosed at (g) below. Details of options on issue at the end of the financial year are disclosed in note 34.

Page 2 of 83

and its controlled entities

IMDEX LIMITED

DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009

(f) Remuneration Report

Remuneration policy for Directors and Executives

Non Executive Directors

The Board seeks the approval of Shareholders in relation to the aggregate of Non Executive Directors’ remuneration and any options that may be granted to Directors. The remuneration for Non Executive Directors is reviewed from time to time, with due regard to current market rates. The cash remuneration of Non Executive Directors is not linked to the Company’s performance in order to preserve independence. Other than statutory superannuation, no Non Executive Director is entitled to any additional benefits on retirement from the Company.

Management of the Company believes that in order to retain quality Non Executive Directors on the Board, some incentive to maintain their future involvement, commitment and loyalty to the Company is required on certain occasions over and above nominal Directors' fees. No Director received a payment during the current or prior years as consideration for agreeing to hold the relevant position.

The maximum total remuneration payable to Non Executive Directors was approved by Shareholders at the 2006 Annual General Meeting and is currently $500,000. In the current year remuneration to Non Executive Directors totalled $427,677, including statutory superannuation. The Board determines the apportionment of directors’ fees between each Director.

Managing Director

The Managing Director’s remuneration is determined by the Remuneration Committee with due regard to current market rates.

The Managing Director has a short term incentive bonus amounting to 28% of his cash compensation package. Should the Company perform above budget, additional amounts will become payable. This is not the case in the current financial year. Each year the Remuneration Committee sets the key performance indicators (KPIs) for the Managing Director to earn this short term incentive bonus. These KPIs include financial, strategic and risk based measures. The Remuneration Committee set these performance hurdles as they are significant profit and cash flow drivers which are linked to Imdex’s increased growth and profitability and hence shareholder value. Performance is measured relative to budget and forecast results as these are the most accurate measures available against which to assess the achievement of set hurdles. The balance of his cash compensation package for the current year is not linked to the Group’s performance.

From time to time options may be issued to the Managing Director as an additional performance incentive. The portion of the Managing Director’s compensation package that comprises options is linked to the Company’s performance. The number of options granted are determined with regard to current market trends. The issue of any such options requires the approval of Shareholders in General Meeting. No such options were granted to the Managing Director in the current year.

The Managing Director is employed under a permanent contract that provides for a 12 month termination period. No additional benefits above those already entitled to will become payable on termination.

Executives and Staff

All Executives and staff of the Company are subject to a formal annual performance review. The remuneration of Executives comprises a fixed monetary total, which is not linked to the performance of the Company, although bonuses related to the performance of the Company may be agreed between that Executive and the Company from time to time. The base component of Executive salaries is benchmarked against current market trends and is not linked to Company performance as it serves to attract and retain suitably qualified and experienced staff. Performance incentives that are linked to Company performance are used to reward Executives for exceptional performance that benefits the Company and Shareholders.

Each year the Remuneration Committee sets the KPIs for each key management person. These KPIs include people, customer, system, financial, strategic and risk based measures. The Remuneration Committee set these performance hurdles as they are significant profit and cash flow drivers which are linked to Imdex’s increased growth and profitability and hence shareholder value. Performance is measured relative to budget and forecast results as these are the most accurate measures available against which to assess the achievement of set hurdles. No bonus is awarded where hurdles are not met.

From time to time options may be issued to the Executives and staff as an additional performance incentive. The portion of remuneration package that comprises options is linked to the Company’s performance. The number of options granted are determined with regard to current market trends. The issue of any such options requires the approval of Shareholders in General Meeting. No such options were granted to any Executives or staff in the current year.

All Executives are employed under permanent contracts, none of which provide for any termination payments. Mr G E Weston’s contract provides a 12 month notice period and Mr D J Loughlin’s and Mr P A Evans’ contracts provide a 6 month notice period. Mr P J Mander’s contract provides for a 3 month notice period. No additional benefits above those already entitled to will become payable on termination.

Page 3 of 83

IMDEX LIMITED

and its controlled entities

DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009

Director and Senior Management details

The Directors of Imdex Limited during the year were:

  • (i) Mr I F Burston (Non Executive Chairman);

  • (ii) Mr B W Ridgeway (Managing Director);

  • (iii) Mr R W Kelly (Non Executive Director);

  • (iv) Mr K A Dundo (Non Executive Director); and

  • (v) Mr M Lemmel (Non Executive Director).

The term ‘Senior Management’ is used in this remuneration report to refer to the following persons:

  • (i) Mr G E Weston (Group General Manager);

  • (ii) Mr D J Loughlin (General Manager: Down Hole Instrumentation Division);

  • (iii) Mr P J Mander (General Manager: Fluids and Chemicals (Minerals) Division) (appointed 1 September 2008) and

  • (iv) Mr P A Evans (Company Secretary and Chief Financial Officer).

Except as noted above Directors and Senior Management held their current position for the hole of the financial year and since the end of the financial year.

Elements of Director and Senior Management Remuneration

Remuneration packages contain the following key elements:

  • (i) Short-term benefits – salary/fees, bonuses and non monetary benefits including motor vehicles and health benefits;

  • (ii) Post-employment benefits – including superannuation and prescribed retirement benefits;

  • (iii) Equity – share options granted under the Staff Option Scheme (note 34) or any other options granted as approved by Shareholders in General Meeting; and

  • (iv) Other benefits.

Earnings and Movements in Shareholder Wealth

The table below sets out summary information about the Consolidated Entity’s earnings and movements in shareholder wealth for the five years to June 2009:

30 June 2009 30 June 2008 30 June 2007 30 June 2006 30 June 2005
Revenue – continuing and
discontinued operations ($000s)
138,992 150,493 119,340 66,792 40,051
Net profit before tax from continuing
operations ($000s)
18,195 31,885 18,115 11,864 5,005
Net profit after tax from continuing
operations ($000s)
12,067 21,081 11,950 7,984 3,282
Share price at start of year (cents) 165 150 61 22 11.5
Share price at end of year (cents) 64.5 165 150 61 22
Interim dividend (cents) – fully
franked
1.00 1.75 1.00 1.00 -
Final dividend (cents) – fully franked - 2.25 1.50 1.00 -
Basic earnings per share (cents) –
continuing operations
6.37 11.22 7.72 6.07 3.66
Diluted earnings per share (cents) –
continuing operations
6.23 10.79 7.09 5.95 3.66

Page 4 of 83

IMDEX LIMITED

and its controlled entities

DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009

Year ended 30 June 2009

Details of Directors’ remuneration are set out below. Further information is also set out in note 33:

Executive Director
B W Ridgeway, Managing Director
Non Executive Directors
I F Burston, Chairman
R W Kelly
K A Dundo
M Lemmel
Short-term employee benefits Short-term employee benefits Short-term employee benefits Short-term employee benefits Post Employment Post Employment Other long-
term
employee
benefits
Termination
Benefits
Share-based payment Share-based payment Share-based payment Share-based payment Total
Salary &
fees

Bonus

Non-
monetary

Other

Super-
annuation

Other

Equity-settled^


Cash
settled

Other
Shares &
Units

Options &
Rights
$
$
$
$
$
$
$
$
498,725
- 8,928
- 44,885
- 12,745
-
119,900
- - - - - -
-
80,000
- - - 7,200
- -
-
80,000
- - - 7,200
- -
-
80,000
- - - - - -
-
$
$
$
$
$

-
-
-
- 565,283

- 53,377
-
- 173,277

-
-
-
- 87,200

-
-
-
- 87,200

-
-
-
-80,000
858,625
- 8,928
- 59,285
- 12,745
-

- 53,377
-
- 992,960

Details of remuneration of Senior Management are set out below:

Group Executives
G E Weston, Group General Manager
D J Loughlin, General Manager: Down
Hole Instrumentation Division
P J Mander, General Manager: Fluids and
Chemicals (Minerals) Division *
P A Evans, Chief Financial Officer /
Company Secretary
Short-term employee benefits Short-term employee benefits Short-term employee benefits Short-term employee benefits Post Employment Post Employment Other long-
term
employee
benefits
Termination
Benefits
Share-based payment Share-based payment Share-based payment Share-based payment Total
Salary &
fees

Bonus

Non-
monetary

Other

Super-
annuation

Other

Equity-settled^


Cash
settled

Other
Shares &
Units

Options &
Rights
$
$
$
$
$
$
$
$
346,700
- 11,669
- 31,203
- 23,943
-
263,712
- 43,336
- 23,734
- - -

164,000
- 3,368
- 14,760
- - -
287,000
- - - 25,830
- - -
$
$
$
$
$

- 64,734
-
- 478,249
- 62,111
- - 392,893
- 15,160
- - 197,288
-57,333
- -370,163
1,061,412
- 58,373
- 95,527
- 23,943
-

- 199,338
-
- 1,438,593
    • Mr P J Mander was appointed to this position on 1 September 2008. Disclosures above relate only to the period when in office.

^ - These non-cash numbers reflect the value of options issued in prior periods that are being expensed in the current period to recognise progressive vesting conditions.

Page 5 of 83

IMDEX LIMITED

and its controlled entities

DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009

Year ended 30 June 2008

Details of Directors’ remuneration are set out below. Further information is also set out in note 33:

Executive Director
B W Ridgeway, Managing Director
Non Executive Directors
I F Burston, Chairman
R W Kelly
K A Dundo
M Lemmel
Short-term employee benefits Short-term employee benefits Short-term employee benefits Short-term employee benefits Post Employment Post Employment Other long-
term
employee
benefits
Termination
Benefits
Share-based payment Share-based payment Share-based payment Share-based payment Total
Salary &
fees
Bonus Non-
monetary
Other Super-
annuation
Other Equity-settled ^
Cash
settled
Other
Shares &
Units

Options &
Rights
$
$
$
$
$
$
$
$
419,786 60,000
- - 37,781
- 39,790
-
81,750
- - - - - -
-
50,000
- - - 4,500
- -
-
50,000
- - - 4,500
- -
-
50,000
- - - - - -
-
$
$
$
$
$

- 5,152
-
- 562,509

- 176,000
-
- 257,750

-
-
-
- 54,500

-
-
-
- 54,500

-
-
-
-50,000
651,536 60,000
- - 46,781
- 39,790
-
- 181,152
- - 979,259

Details of remuneration of Group Executives are set out below:

Group Executives
G E Weston, Group General Manager
D J Loughlin, General Manager: Down
Hole Instrumentation Division
P A Evans, Chief Financial Officer /
Company Secretary
Short-term employee benefits Short-term employee benefits Short-term employee benefits Short-term employee benefits Post Employment Post Employment Other long-
term
employee
benefits
Termination
Benefits
Share-based payment Share-based payment Share-based payment Share-based payment Total
Salary &
fees
Bonus Non-
monetary
Other Super-
annuation
Other Equity-settled ^
Cash
settled
Other
Shares &
Units

Options &
Rights
$
$
$
$
$
$
$
$
258,076 60,000 37,092
- 24,611
- 76,501
-
210,000 47,250 31,321
- 18,815
- - -
251,438 50,000
- - 22,629
- - -
$
$
$
$
$

- 20,206
-
- 476,486
- 139,750
- - 447,136
- 78,217
- - 402,284
719,514 157,250 68,413
- 66,055
- 76,501
-
- 238,173
- - 1,325,906

^ - These non-cash numbers reflect the value of options issued in current and prior periods that are being expensed in the current period to recognise progressive vesting conditions.

Page 6 of 83

and its controlled entities

IMDEX LIMITED

DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009

(i) Mr B W Ridgeway is a party to a service contract with Imdex Limited, which sets out a fixed compensation package, reviewable annually. The service contract specifies a twelve month notice period in the event that the contract is terminated. If the contract is terminated without notice, the notice period will become payable in cash. There are no termination benefits specified in this contract. Additional performance incentives may be agreed between Mr Ridgeway and Imdex Limited from time to time. The Managing Director’s compensation is reviewed and determined annually by the Remuneration Committee.

No bonus was earned in the current year as the profitability related hurdles were not met. During the prior year Mr Ridgeway earned a cash bonus of $60,000, representing 60% of the possible bonus payable for the year. This bonus was earned on the satisfaction of performance criteria linked to Group operational progress and profitability.

No options were granted to Mr Ridgeway in the current year or in the prior year. Although 2,000,000 options were approved by the shareholders at the 2008 Annual General Meeting, these were not granted due to the impacts of the global financial crisis with the knowledge that this would be considered in future employee share option allocations.

(ii) Mr G E Weston is party to a service contract with Imdex Limited, which sets out a fixed compensation package, reviewable annually. The service contract stipulates a twelve month notice period in the event that the contract is terminated. There are no termination benefits specified in this contract. Performance incentives may be agreed between Mr Weston and Imdex Limited from time to time. Additionally, Mr Weston is party to a deed with Imdex Limited, granting Mr Weston the right of first refusal of Australian Mud Company Pty Ltd, a 100% held subsidiary of Imdex Limited, in the event that an offer is received by the directors of Imdex Limited to purchase 100% of the Imdex Limited shares on issue. This ‘right’ lapses automatically should Mr Weston no longer be employed by Imdex Limited.

No bonus was earned in the current year as the profitability related hurdles were not met. During the prior year Mr Weston earned a cash bonus of $60,000. This represents 100% of the possible bonus available for that year and was earned on the satisfaction of operational and EBITA related hurdles.

No options were granted to Mr Weston in the current year. In the prior year Mr Weston was granted 500,000 options under Staff Option Scheme Tranche 7 along with other staff of the Group. The percentage of the value of prior year compensation that consisted of options was 4%. The options expense shown in the tables above includes a portion of the value of options granted in past years that has been spread over the three year vesting period. Refer note 34 for further details.

(iii) Mr D J Loughlin is a party to a service contract with Imdex Limited, which sets out a fixed compensation package reviewable annually. The service contract specifies a six month notice period in the event that the contract is terminated. There are no termination benefits specified in this contract. Additional performance incentives may be agreed between Mr Loughlin and Imdex Limited from time to time.

No bonus was earned in the current year as the profitability related hurdles were not met. Mr Loughlin earned a bonus of $47,250 in the prior year. This represents 100% of the possible bonus available for that year and was earned on the satisfaction of operational and EBITA related hurdles.

No options were granted to Mr Loughlin in the current or prior year. The options expense shown in the tables above includes a portion of the value of options granted in past years that has been spread over the three year vesting period. Refer note 34 for further details.

(iv) Mr P J Mander was appointed to the position of General Manager: Fluids and Chemicals (Minerals) Division on 1 September 2008, hence the disclosures in this report only relate to the period when in office. Mr Mander is a party to a service contract with Imdex Limited, which sets out a fixed compensation package reviewable annually. The service contract specifies a three month notice period in the event that the contract is terminated. There are no termination benefits specified in this contract. Additional performance incentives may be agreed between Mr Mander and Imdex Limited from time to time.

No bonus was earned in the current year as the profitability related hurdles were not met.

No options were granted to Mr Mander in the current year.

(v) Mr P A Evans is a party to a service contract with Imdex Limited, which sets out a fixed compensation package reviewable annually. The service contract specifies a six month notice period in the event that the contract is terminated. There are no termination benefits specified in this contract. Additional performance incentives may be agreed between Mr Evans and Imdex Limited from time to time.

No bonus was earned in the current year as the profitability related hurdles were not met. During the prior year Mr Evans earned a cash bonus of $50,000, representing 100% of the possible bonus payable for the year. This bonus was paid on the satisfaction of specific EBITA, people and systems based criteria.

No options were granted to Mr Evans in the current year. In the prior year, Mr Evans was granted 200,000 options, under Staff Option Scheme Tranche 7, along with other staff of the Group. The percentage of the value of prior year compensation that consisted of options was 19%. The options expense shown in the table above includes a portion of the value of options granted in past years that has been spread over the three year vesting period. Refer note 34 for further details.

Page 7 of 83

and its controlled entities

IMDEX LIMITED

DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009

Bonuses granted to Directors and Senior Managers

The table below sets out the bonuses earned by Directors and Senior Managers in the current year. Bonuses are paid on the achievement of performance criteria specific to the individual. Where performance hurdles are not met, no bonus is paid. The performance criteria used are chosen by the Remuneration Committee annually and are linked to the financial performance of the company and hence shareholder value. Performance criteria typically revolve around areas of risk management, people development, systems improvement and EBITA performance. Performance criteria are reviewed by the Remuneration Committee against budgeted outcomes before granting bonuses.

Bonus % of possible
bonus earned
% of possible
bonus forfeited
% of compensation for the
year consisting of
performance based
bonuses
$ % % %
B W Ridgeway - 0% 100% 0%
G E Weston - 0% 100% 0%
D J Loughlin - 0% 100% 0%
P J Mander - 0% 100% 0%
P A Evans - 0% 100% 0%

Value of options issued to Directors and Senior Managers

The following table discloses the value of options granted, exercised or lapsed during the year:

Options
Granted
Options
Exercised
Options
Lapsed
Total value of
options
granted,
exercised
and lapsed
Number of
options
vested in the
current year
Value of
options
included in
remuneration
during the
year (i)
Percentage of
remuneration
for the year that
consisted of
options
Value at
grant
date
Value at
exercise
date
Value at
lapsing
date
$ $ $ $ Number $ %
I F Burston - - - - 1,000,000 53,377 31%
B W Ridgeway - - - - - - -
G E Weston - - - - 500,000 64,734 14%
D J Loughlin - - - - 166,667 62,111 16%
P J Mander (ii) - - - - 50,000 15,160 8%
P A Evans - - - - 166,667 57,333 15%

(i) The total value of options included in remuneration for the year is calculated in accordance with Accounting Standard AASB 2 “Share Based Payments”. These non-cash numbers reflect the value of options issued in prior periods that are being expensed in the current period to recognise progressive vesting conditions.

(ii) Mr P J Mander was appointed to a key management position on 1 September 2008. Disclosures above relate only to the period when in office.

Share options granted to Directors and Senior Managers

No share options were granted to Directors or Senior Managers during or since the end of the financial year.

Page 8 of 83

IMDEX LIMITED and its controlled entities

DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009

(g) Share options

(i) Share options on issue at the date of this report

Details of unissued shares or interests under option are:

Issuing
Entity
Class of option Class of
shares
Exercise
price of
option
Issue date of
option
Expiry date of
option
Key terms
of option
Number of
shares under
option
Imdex
Limited
Staff Share
Options
Ordinary 300 cents 28 Mar 2008 27 Mar 2013 (aa) 4,655,000
Imdex
Limited
Staff Share
Options
Ordinary 180 cents 18 Oct 2007 17 Oct 2012 (aa) 500,000
Imdex
Limited
Staff Share
Options
Ordinary 180 cents 12 Jun 2007 11 Jun 2012 (aa) 625,000
Imdex
Limited
Staff Share
Options
Ordinary 100 cents 23 Feb 2007 22 Feb 2012 (aa) 3,242,668
Imdex
Limited
Staff Share
Options
Ordinary 75 cents 23 Feb 2007 22 Feb 2012 (aa) 700,000
Imdex
Limited
Staff Share
Options
Ordinary 35 cents 1 Feb 2006 31 Jan 2011 (aa) 1,716,205
Imdex
Limited
Managing
Director Options
Ordinary 30 cents 15 Sep 2005 14 Sep 2010 (bb) 2,000,000
Imdex
Limited
Chairman’s
Options
Ordinary 75 cents 19 Oct 2006 18 Oct 2011 (bb) 1,000,000

(aa) exercisable one year after the date of issue, in one-third lots each year thereafter.

(bb) exercisable at any point from 2 years after date of issue until expiry.

The holders of these options do not have the right, by virtue of the option, to participate in any share issue or interest issue of the Company or of any other body corporate or registered scheme.

(ii) Share options exercised during or since the end of the financial year

Issuing
Entity
Class of option Class of
shares
Exercise
price of
option
Issue date of
option
Expiry date of
option
Number of
shares
issued
Imdex
Limited
Staff Share
Options
Ordinary 20 cents 1 Aug 2004 31 Jul 2009 1,106,666

No options were exercised by Directors in the current year.

(h) Principal Activities

The Group’s principal continuing activities during the course of the financial year were manufacturing and sale and rental of a range of drilling fluids and chemicals and down hole instrumentation.

Page 9 of 83

and its controlled entities

IMDEX LIMITED

DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009

(i) Review of Operations

During the current financial year the Imdex Group continued to sell drilling fluids and chemicals as well as rent and sell technologically advanced down hole instrumentation to the mining and oil & gas industries. The Group earned revenue from continuing operations including interest of $139.0 million (2008: $143.9 million) and profit after tax of $12.1 million (2008: $32.0 million).

(j) Dividends

A fully franked interim dividend of 1.00 cent per ordinary share was paid on 24 March 2009 to shareholders registered on 6 March 2009. A fully franked final dividend of 2.25 cents per ordinary share was paid on 31 October 2008 to shareholders registered on 17 October 2008.

In the prior year a fully franked interim dividend of 1.75 cents per ordinary share was paid on 25 March 2008 to shareholders registered on 7 March 2008 and a fully franked final dividend of 1.50 cents per ordinary share was paid on 2 November 2007 to shareholders registered on 15 October 2007.

(k) Changes in State Of Affairs

During the financial year the Group acquired Wildcat Chemicals Australia Pty Ltd, a drilling fluids manufacturing business in Brisbane. More details of this acquisition is contained in note 27(a).

Other than the above, there were no significant changes in the state of affairs of the Group.

(l) Subsequent Events

On 21 July 2009 Imdex Limited announced a conditional proposal to merge with Coretrack Limited (Coretrack). The merger was to be effected through a Scheme of Arrangement where Imdex was to issue Coretrack shareholders 0.61 fully paid Imdex ordinary shares for every one Coretrack fully paid ordinary share, and 0.305 fully paid Imdex ordinary shares for every one Coretrack listed option, and consideration based on similar terms for Coretrack’s unlisted options. Coretrack share and option holders were to receive a total of $28.4 million in the form of 43.39 million Imdex shares issued at 65.5 cents per share. On 31 July 2009 it was announced that, following a due diligence process the proposed merger was terminated.

On 31 July 2009 Imdex Limited paid the final deferred settlement instalment of GBP 1,045,000 (A$2.1 million) due to the vendors of Imdex Technology UK Limited (formerly Chardec Technology Limited). No further amounts remain outstanding in relation to this acquisition.

(m) Future Developments

Disclosure of information regarding likely developments in the operations of the Group in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Group. Accordingly, this information has not been disclosed in this report.

Page 10 of 83

and its controlled entities

IMDEX LIMITED

DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2009

(n) Environmental Regulations

The only entity in the Group that is subject to environmental regulations is Samchem Drilling Fluids and Chemicals (Pty) Ltd. They are required to comply with the South African National Water Act, Act No 36 of 1998 which requires the management of effluent discharge. This is controlled through an effluent pit system using an oil separator. No known environmental breaches have occurred in relation to the Group’s operations.

(o) Non-audit services

Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 6 to the Financial Report.

The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The Directors are of the opinion that the services as disclosed in note 6 to the financial statements do not compromise the external auditor’s independence, based on advice received from the Audit and Compliance Committee, 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 Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

(p) Auditor’s Independence Declaration

The auditor’s independence declaration is included in the Annual Report immediately prior to the Audit Report.

(q) Indemnification of Officers and Auditors

During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the Company Secretary, and all Executive Officers of the Company and of any related body corporate against a liability incurred as such a Director, Secretary or Executive Officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor.

(r) Rounding Off of Amounts

The Company is a Company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the Directors’ report and the financial report are rounded off to the nearest thousand dollars unless otherwise indicated.

Signed in accordance with a resolution of the Directors made pursuant to S.298(2) of the Corporations Act 2001.

On behalf of the Directors

==> picture [136 x 56] intentionally omitted <==

Mr Ian Burston

Chairman

PERTH, Western Australia, 14 August 2009.

Page 11 of 83

Deloitte Touche Tohmatsu A.B.N. 74 490 121 060

240 St. Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia

The Board of Directors Imdex Limited Level 1, 15 Rheola Street West Perth WA 6005

DX 206 Tel: +61 (0) 8 9365 7000 Fax: +61 (0) 8 9365 7001 www.deloitte.com.au

14 August 2009

Dear Board Members

Imdex Limited

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Imdex Limited.

As lead audit partner for the audit of the financial statements of Imdex Limited for the financial year ended 30 June 2009, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

  • (ii) any applicable code of professional conduct in relation to the audit.

Yours sincerely

DELOITTE TOUCHE TOHMATSU

==> picture [96 x 62] intentionally omitted <==

Peter Rupp Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu

Deloitte Touche Tohmatsu ABN 74 490 121 060

Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia

Independent Auditor’s Report to the Members of Imdex Limited

DX 206 Tel: +61 (0) 8 9365 7000 Fax: +61 (0) 8 9365 7001 www.deloitte.com.au

Report on the Financial Report

We have audited the accompanying financial report of Imdex Limited, which comprises the balance sheet as at 30 June 2009, and the income statement, cash flow statement and statement of changes in equity for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year as set out on pages 15 and 20 to 81.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu

Auditor’s Independence Declaration

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .

Auditor’s Opinion

In our opinion:

  • (a) the financial report of Imdex Limited is in accordance with the Corporations Act 2001 , including: (i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2009 and of their performance for the year ended on that date; and

  • (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 ; and

  • (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.

Report on the Remuneration Report

We have audited the Remuneration Report included in paragraph (f) of the directors’ report for the year ended 30 June 2009. 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.

Auditor’s Opinion

In our opinion the Remuneration Report of Imdex Limited for the year ended 30 June 2009, complies with section 300A of the Corporations Act 2001 .

DELOITTE TOUCHE TOHMATSU

==> picture [96 x 63] intentionally omitted <==

Peter Rupp Partner Chartered Accountants Perth, 14 August 2009

IMDEX LIMITED and its controlled entities

DIRECTORS’ DECLARATION

The Directors declare that:

  • (a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;

  • (b) in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the Company and the Group; and

  • (c) the Directors have been given the declarations required by s.295A of the Corporations Act 2001.

At the date of this declaration, the Company is within the class of companies affected by ASIC Class Order 98/1418. The nature of the deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee.

In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the ASIC Class Order applies, as detailed in note 26 to the financial statements will, as a group, be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee.

Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001.

Dated at Perth, 14 August 2009.

==> picture [128 x 54] intentionally omitted <==

Ian F Burston Chairman

Page 15 of 83

IMDEX LIMITED and its controlled entities

CORPORATE GOVERNANCE STATEMENT

ASX Governance Principles and ASX Recommendations

The Australian Stock Exchange Corporate Governance Council sets out best practice recommendations, including corporate governance practices and suggested disclosures. ASX Listing Rule 4.10.3 requires companies to disclose the extent to which they have complied with the ASX recommendations and to give reasons for not following them.

Unless otherwise indicated the best practice recommendations of the ASX Corporate Governance Council, including corporate governance practices and suggested disclosures, have been adopted by the Company for the full year ended 30 June 2009. In addition, the Company has a Corporate Governance section on its website: www.imdexlimited.com (under the “Investors” heading) which includes the relevant documentation suggested by the ASX Recommendations.

The extent to which Imdex has complied with the ASX Recommendations during the year ended 30 June 2009, and the main corporate governance practices in place are set out below.

Principle 1: Lay solid foundation for management and oversight

The Board has implemented a Board Charter that formalises the functions and responsibilities of the Board. The Charter is published on the Company’s website.

The performance of Senior Executives is measured against prescribed criteria as set by the Remuneration Committee. These criteria are set annually and individual performance is assessed annually.

Principle 2: Structure the Board to add value

Imdex’s Board structure is consistent with the ASX Recommendations on Principle 2, with the exception that it does not have a separate nomination committee for the reasons detailed below.

(i) Board Structure

The Board consists of a Non Executive Chairman, three Non Executive Directors and one Executive Director. Of the five Board members, four are considered independent.

In accordance with the Company’s Constitution the minimum number of Directors is three. There is no maximum number, although it would be expected that the optimal number of Directors would be five or six.

The names of the Directors of the Company in office at the date of this Statement are set out in the Directors’ Report and further details concerning the skills, experience, expertise and term of office of each Director is set out in the Director’s Profiles in the first section of the Annual Report.

(ii) Board Independence

Directors are expected to bring independent judgement to the decision making of the Board. To facilitate this, each Director has the right to seek independent legal advice at the Group’s expense with the prior approval of the Chairman, which may not be unreasonably withheld.

In assessing Director independence, materiality has been determined from both a quantitative and qualitative perspective. An amount of over 5% of turnover is considered material. Similarly, a transaction of any amount, or a relationship, is deemed material if knowledge of it impacts, or may impact, the Shareholders’ understanding of the Director’s performance. The Board has conducted a review of each Director’s independence and reports as follows:

Director Assessment Existence of any matters contained in
ASX Recommendation 2.1 affecting Independence
Mr I F Burston,
Non Executive Chairman
Independent Nil
Mr B W Ridgeway,
Managing Director
Not Independent Managing Director
Mr R W Kelly,
Non Executive Director
Independent Nil
Mr K A Dundo,
Non Executive Director
Independent Nil
Mr M Lemmel,
Non Executive Director
Independent Nil

Page 16 of 83

IMDEX LIMITED and its controlled entities

CORPORATE GOVERNANCE STATEMENT

(iii) Board Nomination

The Board does not have a separate nomination committee and, given the Company’s size, does not intend to form such a committee. However, the composition of the Board is determined using the following principles:

  • The Board should comprise a majority of independent, Non Executive Directors with a broad range of experience, skills and expertise;

  • The Chairman of the Board should be an independent, Non Executive Director; and

  • The roles of the Chairman and the Managing Director should not be exercised by the same individual.

(iv) Procedure for the selection and appointment of new Directors to the Board

The Company has published on its website, procedures for the selection and appointment of new Directors to the Board. The Company also has terms and conditions which govern the appointment of Non Executive Directors. These are subject to the Company’s Constitution and the Corporations Act 2001, and cover: appointment, retirement, Corporate Governance, remuneration, Board meetings, and Board Committees.

The Board does not impose on Directors an arbitrary time limit on their tenure. Under the Company’s Constitution and the ASX Listing Rules however, each Director must retire by rotation within a three year period following their appointment. In such cases, the Director’s nomination for re-election should be based on performance and the needs of the Company.

(v) Process for evaluating the performance of the Board, its committees and individual Directors

Board performance is measured primarily by means of monitoring Group profitability and share price performance in the market. Individual Director performance is also measured by way of monitoring meeting attendance and individual contributions made at these meetings.

Principle 3: Promote ethical and responsible decision-making

(i) Code of Conduct

The Company has developed a Code of Conduct that applies to all employees, officers and Directors of the Company. The Code addresses matters relevant to the Company’s legal and other obligations to its Shareholders and covers:

  • the way in which we must discharge our duties;

  • compliance with laws;

  • conflicts of interest;

  • confidentiality;

  • insider trading;

  • the use of the Company’s resources and

  • the environment, health and safety.

The Code is published on the Company’s website.

(ii) Share Trading Policy

The Board has developed a Share Trading Policy that restricts Directors and Senior Management to trading in the Company’s shares during the one month periods following the annual and half yearly results announcements and the Annual General Meeting.

At all other times the Chairman must be approached, prior to trading, to determine whether trading at that particular time is appropriate.

The Policy also reminds other staff of the laws applying to insider trading and stipulates that employees must not engage in short term trading of Imdex’s shares.

Each of the Directors has signed an agreement requiring them to provide immediate notification to the Company of any changes in securities held, or controlled, by the Director. The Company makes an immediate notification to the ASX providing details of any changes in a Director’s shareholding.

The Policy is published on the Company’s website.

Principle 4: Safeguard integrity in financial reporting

(i) Statement by the Managing Director and Chief Financial Officer

The Managing Director and the Chief Financial Officer have signed a declaration to the Board attesting to the fact that the 2009 Annual Financial Report presents a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with relevant accounting standards.

Page 17 of 83

IMDEX LIMITED and its controlled entities

CORPORATE GOVERNANCE STATEMENT

(ii) The Audit and Compliance Committee

The Audit and Compliance Committee consists of three independent Non Executive Directors and operates under a formal charter approved by the Board. The Charter is published on the Company’s website.

The Committee is chaired by an independent Chairperson who is not the Chairman of the Board of Directors.

The role of the Committee is to advise on the establishment and maintenance of a framework of internal control, risk management protocols, appropriate ethical standards for the management of the Company and to approve the annual internal audit plan. It also gives the Board assurance regarding the quality and reliability of financial information prepared for use by the Board in determining policies for inclusion in Financial Statements.

The members of the Audit Committee during the year and at the date of this Statement were:

Mr K A Dundo (Chairman); Mr I F Burston; and, Mr R W Kelly.

The experience and qualifications of each committee member is set out in the Directors’ Profiles in the first section of the Annual Report. The Company Secretary acts as secretary of this Committee.

The external auditors, the Managing Director and the Chief Financial Officer are invited to Audit Committee meetings at the discretion of the Committee. Details of meetings held by the Audit Committee during the year are set out in the Directors’ Report.

(iii) External Auditors

The Board reviews the performance, skills, cost and other matters when assessing the appointment of external auditors. This review is generally undertaken at the completion of the preparation of the Annual Financial Report and involves discussions with the auditors and the Group's senior management. Information concerning the selection and appointment of external auditors is published on the Company’s website.

The external auditors are invited to attend the Annual General Meeting of the Company and be available to answer questions from Shareholders.

(iv) Internal Audit

The Group has an internal audit function that reports directly to the Audit and Compliance Committee. The conduct and independence of the internal audit function are governed by the Internal Audit Charter which is approved by the Audit and Compliance Committee. The annual work plan of the internal audit function is approved annually by the Audit and Compliance Committee.

Principle 5: Make timely and balanced disclosure

(i) Continuous disclosure policies and procedures

The Company has developed procedures to ensure that it complies with the disclosure requirements of the ASX Listing Rules. The procedures are published on the Company’s website.

The procedures set out who is responsible for determining whether information is of a type or nature that requires disclosure, the Boards role in reviewing the information disclosed to ASX and the procedures for ensuring that the information is released to ASX.

All information disclosed to the ASX is published on the Company’s website as soon as practicable.

Principle 6: Respect the rights of Shareholders

Shareholders Communications Strategy: The Board aims to ensure that Shareholders are informed of all major developments affecting the Group 's state of affairs. Information is communicated to Shareholders through:

  • the Annual Report is made available to all Shareholders. The Board ensures that the Annual Report includes relevant information about the operations of the Group during the year, changes in the state of affairs of the Group and details of future developments, in addition to the other disclosures required by the Corporations Act 2001;

  • the Half-Yearly Report which contains summarised financial information and a review of the operations of the Group during the period. Half-Year Financial Report prepared in accordance with the requirements of Accounting Standards and the Corporations Act 2001 are lodged with the Australian Securities & Investments Commission and the Australian Stock Exchange. The Half-Year Financial Report is made available to all Shareholders;

  • regular reports released through the ASX and the media;

  • proposed major changes in the Group, which may impact on share ownership rights are submitted to a vote of Shareholders; and

Page 18 of 83

IMDEX LIMITED and its controlled entities

CORPORATE GOVERNANCE STATEMENT

  • the Board encourages full participation by Shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Group's strategy and goals. Important issues are presented to the Shareholders as single resolutions. The Shareholders are responsible for voting on the re-appointment of Non Executive Directors.

Further information concerning the Company and the full text of the various announcements and reports referred to above are available on the Company’s website: www.imdexlimited.com. Further information can also be obtained by emailing the Company at: [email protected].

The auditor is also invited to the Company’s Annual General Meetings and is available to answer Shareholders questions concerning the conduct of the audit.

The Company’s Shareholder Communications Strategy is published on the Company’s website.

Principle 7: Recognise and manage risk

(i) Risk oversight and management policies

The Board has sought to minimise the business' risks by focusing on the Company's core business, making changes as outlined in the Chairman’s Report and the Managing Director’s Report. The Board is responsible for ensuring that the Company’s risk management systems are adequate and operating effectively.

The Company has an independent internal audit function that operates under a Charter approved by the Audit and Compliance Committee. One of the tasks of the internal audit function is to review and evaluate the Company’s and Group’s risk management and internal control processes on a continuous basis.

The risk management policy is published on the Company’s website.

In addition to receiving Internal Audit Reports, the Audit and Compliance Committee also receives regular reports from the External Audit function.

(ii) Statement by the Managing Director and Chief Financial Officer

The Managing Director and the Chief Financial Officer have signed a declaration to the Board attesting to the fact that the integrity of Financial Reports are founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board, and that the system is operating efficiently and effectively in all material respects.

Principle 8: Remunerate fairly and responsibly

(i) Company’s remuneration policies

Details on the remuneration of Directors and Executives as well as the Company’s remuneration policies are set out in the Remuneration Report that is contained in the Directors Report.

(ii) Remuneration Committee

The Remuneration Committee consists of three Non Executive Directors and assists the Board in determining executive remuneration policy, determining the remuneration of Executive Directors and reviewing and approving the remuneration of senior management.

The members of the Committee during the year and at the date of this Statement were:

Mr R W Kelly (Chairman); Mr I F Burston; and, Mr K A Dundo.

The experience and qualifications of each committee member is set out in the Directors’ Profiles in the first section of the Annual Report.

The Remuneration Committee operates under a written Charter that is published on the Company’s website.

(iii) Structure of Non Executive Director’s remuneration

The terms and conditions governing the remuneration of Non Executive Director’s are set out in their appointment letter. All Non Executive Directors are remunerated by way of fixed cash fees. Non Executive Directors are not provided with retirement benefits other than statutory superannuation. The maximum total remuneration payable to Non Executive Directors was approved by Shareholders at the 2006 Annual General Meeting and is currently $500,000. From time to time additional benefits may be agreed with Directors with due regard to market conditions.

Page 19 of 83

and its controlled entities

IMDEX LIMITED

INCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2009

Notes
Continuing operations
Revenue from sale of goods and operating lease rental
Other revenue from operations
Total revenue
4
Other income
4
Raw materials and consumables used
4
Employee benefit expense
4
Depreciation expense
4
Amortisation expense
4
Finance costs
4
Other expenses
4
Profit before tax
Income tax expense
5
Profit from continuing operations
Profit from discontinued operations
29
Profit for the year
Attributable to:
Equity holders of the parent
Minority interest
Earnings per share
Continuing operations:
Basic earnings per share (cents)
21
Diluted earnings per share (cents)
21
Basic earnings per share (cents)
21
Diluted earnings per share (cents)
21
Continuing and discontinued operations:
Year Ended Year Ended Year Ended Year Ended
30 June 2009 30 June 2008 30 June 2009 30 June 2008
$’000
$’000
$’000
$’000
136,968
142,009
-
-
2,024
1,900
3,822
3,338
Consolidated
Company
138,992
143,909
3,822
3,338
253
369
16,902
27,474
(61,700)
(59,589)
-
-
(28,467)
(22,996)
(7,443)
(5,720)
(3,318)
(3,266)
(187)
(198)
(6,535)
(6,055)
-
-
(2,850)
(2,762)
(2,170)
(1,575)
(18,180)
(17,725)
(1,351)
(4,474)
18,195
31,885
9,573
18,845
(6,128)
(10,804)
(1,057)
(2,520)
12,067
21,081
8,516
16,325
-
10,921
-
-
12,067
32,002
8,516
16,325
12,067
31,966
8,516
16,325
-
36
-
-
12,067
32,002
8,516
16,325
6.37
11.22
6.23
10.79
6.37
17.04
6.23
16.38

The Income Statement should be read in conjunction with the accompanying notes.

Page 20 of 83

and its controlled entities

IMDEX LIMITED

BALANCE SHEET AS AT 30 JUNE 2009

Notes
Current Assets
Cash and Cash Equivalents
31
Trade and Other Receivables
7
Inventories
8
Other Financial Assets
9
Other
10
Non Current Assets Classified as Held for Sale
11
Total Current Assets
Non Current Assets
Other Financial Assets
9
Property, Plant and Equipment
12
Goodwill
13
Other Intangible Assets
14
Total Non Current Assets
Total Assets
Current Liabilities
Trade and Other Payables
15
Borrowings
16
Current Tax Payables
5
Provisions
17
Other Current Liabilities
18
Total Current Liabilities
Non Current Liabilities
Borrowings
16
Deferred Tax Liabilities
5
Provisions
17
Other Non Current Liabilities
18
Total Non Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed Capital
19
Foreign Currency Translation Reserve
20
Employee Equity-Settled Benefits Reserve
20
Retained Profits
Total Equity
30 June 2009
30 June 2008 30 June 2009 30 June 2008
$’000
$’000
$’000
$’000
11,975
13,276
1,455
869
23,367
32,079
5,836
2,401
26,535
21,716
-
-
12,340
13,237
12,340
13,237
1,507
1,200
22
20
Consolidated
Company
75,724
81,508
19,653
16,527
8,130
4,500
8,130
4,500
83,854
86,008
27,783
21,027
-
-
74,772
71,022
10,781
7,140
541
522
55,268
52,626
-
-
23,915
27,289
-
-
89,964
87,055
75,313
71,544
173,818
173,063
103,096
92,571
12,769
16,522
1,166
1,811
13,514
13,016
10,000
9,000
5,268
8,792
2,249
2,643
1,317
972
422
245
2,492
2,687
-
-
35,360
41,989
13,837
13,699
18,033
17,132
11,500
8,000
3,674
5,024
732
273
553
558
310
128
-
2,717
-
-
22,260
25,431
12,542
8,401
57,620
67,420
26,379
22,100
116,198
105,643
76,717
70,471
67,136
64,883
67,136
64,883
(4,105)
(4,863)
-
-
4,024
2,573
4,024
2,573
49,143
43,050
5,557
3,015
116,198
105,643
76,717
70,471

The Balance Sheet should be read in conjunction with the accompanying notes.

Page 21 of 83

IMDEX LIMITED

and its controlled entities

STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2009

CONSOLIDATED
Notes
Balance at 1 July 2007
Exchange differences on translation
of foreign operations after taxation
20
Net income recognised directly in
equity
Profit for the period
Total recognised income and
expense for the period
Dividend paid
22
Share based payments
20
Issue of shares as part consideration
for the acquisition of Poly-Drill
19
Issue of shares as part consideration
for the acquisition of Southernland
19
Tax effect of prior period share issue
costs
19
Issue of shares under staff option
plan
19, 20
Balance at 30 June 2008
Exchange differences on translation
of foreign operations after taxation
20
Net income recognised directly in
equity
Profit for the period
Total recognised income and
expense for the period
Dividend paid
22
Share based payments
20
Issue of shares as part consideration
for the acquisition of Suay
19
Conversion of capital
19
Issue of shares as part consideration
for the acquisition of Imdex
Technology Sweden AB (formerly
Flexit AB)
19
Tax effect of prior period share issue
costs
19
Issue of shares under staff option
plan
19, 20
Balance at 30 June 2009
$'000
$'000
$'000
$'000
$'000
$'000
54,282
6,700
(2,137)
751
17,018
76,614
-
-
(2,726)
-
-
(2,726)
Fully Paid
Ordinary
Shares
Mandatory
Convertible
Capital
Total
Attributable to
Equity
Holders of the
Entity
Foreign
Currency
Translation
Reserve
Employee
Equity-
Settled
Benefits
Reserve
Retained
Earnings
-
-
(2,726)
-
-
(2,726)
-
-
-
-
31,966
31,966
-
-
-
-
31,966
31,966
-
-
-
-
(5,934)
(5,934)
-
-
-
2,025
-
2,025
1,750
-
-
-
-
1,750
1,387
-
-
-
-
1,387
(113)
-
-
-
-
(113)
877
-
-
(203)
-
674
58,183
6,700
(4,863)
2,573
43,050
105,643
-
-
758
-
-
758
-
-
758
-
-
758
-
-
-
-
12,067
12,067
-
-
-
-
12,067
12,067
-
-
-
-
(5,974)
(5,974)
-
-
-
1,487
-
1,487
278
-
-
-
-
278
6,700
(6,700)
-
-
-
-
1,900
-
-
-
-
1,900
(54)
-
-
-
-
(54)
129
-
-
(36)
-
93
67,136
-
(4,105)
4,024
49,143
116,198

The Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Page 22 of 83

IMDEX LIMITED

and its controlled entities

STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2009

COMPANY
Notes
Balance at 1 July 2007
Profit for the period
Total recognised income and
expense for the period
Dividend paid
22
Share based payments
20
Issue of shares as part consideration
for the acquisition of Poly-Drill
19
Issue of shares as part consideration
for the acquisition of Southernland
19
Tax effect of prior period share issue
costs
19
Issue of shares under staff option
plan
19, 20
Balance at 30 June 2008
Profit for the period
Total recognised income and
expense for the period
Dividend paid
22
Share based payments
20
Issue of shares as part consideration
for the acquisition of Suay
19
Conversion of capital
19
Issue of shares as part consideration
for the acquisition of Imdex
Technology Sweden AB (formerly
Flexit AB)
19
Tax effect of prior period share issue
costs
19
Issue of shares under staff option
plan
19, 20
Balance at 30 June 2009
$'000
$'000
$'000
$'000
$'000
$'000
54,282
6,700
-
751
(7,376)
54,357
-
-
-
-
16,325
16,325
Retained
Earnings /
(Accumulated
Losses)
Total
Attributable to
Equity
Holders of the
Entity
Fully Paid
Ordinary
Shares
Mandatory
Convertible
Capital
Foreign
Currency
Translation
Reserve
Employee
Equity-
Settled
Benefits
Reserve
-
-
-
-
16,325
16,325
-
-
-
-
(5,934)
(5,934)
-
-
-
2,025
-
2,025
1,750
-
-
-
-
1,750
1,387
-
-
-
-
1,387
(113)
-
-
-
-
(113)
877
-
-
(203)
-
674
58,183
6,700
-
2,573
3,015
70,471
-
-
-
-
8,516
8,516
-
-
-
-
8,516
8,516
-
-
-
-
(5,974)
(5,974)
-
-
-
1,487
-
1,487
278
-
-
-
-
278
6,700
(6,700)
-
-
-
-
1,900
-
-
-
-
1,900
(54)
-
-
-
-
(54)
129
-
-
(36)
-
93
67,136
-
-
4,024
5,557
76,717

The Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Page 23 of 83

IMDEX LIMITED

and its controlled entities

CASH FLOW STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2009

Notes
Cash Flows From Operating Activities
Receipts from customers
Payments to suppliers and employees
Intercompany management fees received
Interest and other costs of finance paid
Income tax paid
Net cash provided by / (used in) Operating Activities
31(c)
Cash Flows From Investing Activities
Interest received
Intercompany dividend received
Payment for property, plant and equipment
Proceeds from sale of property, plant and equipment
Payment for development costs capitalised
14
Payment for shares of Wildcat net of cash acquired
27(a)
Payment for shares of Imdex Technology UK net of cash
acquired
27(g)
Payment for shares of Poly-Drill net of cash acquired
27(c)
Payment for shares of Suay net of cash acquired
27(d), (e)
Payment for shares of Southernland net of cash acquired
27(f)
Payment for shares of ITG net of cash acquired
27(b)
Proceeds on the sale of Surtron net of cash disposed
29
Net cash provided by / (used in) Investing Activities
Cash Flows From Financing Activities
Advances from / (to) Controlled Entities
Cash received on exercise of options
Dividend paid to equity holders of the parent
22
Hire purchase debt raised
Hire purchase and lease payments
Payment for interest rate cap
Payment of convertible note interest
Proceeds from borrowings
Repayment of borrowings
Net cash used in Financing Activities
Net Increase / (Decrease) in Cash and Cash Equivalents
Held
Cash and Cash Equivalents At The Beginning Of The Financial
Year
31(a)
Effects of exchange rate changes on the balance of cash and
cash equivalents held in foreign currencies
Cash and Cash Equivalents At The End Of The Financial
Year
31(a)
Year Ended Year Ended Year Ended Year Ended
30 June 2009
30 June 2008 30 June 2009
30 June 2008
$’000
$’000
$’000
$’000
161,981
154,253
-
-
(132,564)
(126,292)
(8,285)
(7,565)
-
-
7,481
4,665
(1,963)
(2,342)
(1,530)
(1,562)
(11,279)
(15,362)
(1,046)
(8,907)
Consolidated
Company
16,175
10,257
(3,380)
(13,369)
119
451
56
212
-
-
7,500
3,378
(7,741)
(4,803)
(236)
(42)
2,113
1,138
71
-
(3,650)
-
-
-
(1,902)
-
(1,902)
-
(3,106)
(5,088)
-
-
-
(899)
-
(1,571)
(500)
(246)
(500)
(246)
-
(1,446)
-
(1,533)
-
(13,853)
-
-
-
18,000
-
19,873
(14,667)
(6,746)
4,989
20,071
-
-
358
(5,443)
93
674
93
674
(5,974)
(5,934)
(5,974)
(5,934)
1,838
-
-
-
(227)
(888)
-
(89)
-
(239)
-
(239)
-
(464)
-
(464)
7,000
12,000
7,000
12,000
(6,593)
(9,983)
(2,500)
(7,300)
(3,863)
(4,834)
(1,023)
(6,795)
(2,355)
(1,323)
586
(93)
13,276
15,271
869
962
1,054
(672)
-
-
11,975
13,276
1,455
869

The Cash Flow Statement should be read in conjunction with the accompanying notes.

Page 24 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

1 Adoption of New and Revised Accounting Standards

At the date of authorisation of the financial report, a number of Standards and Interpretations were in issue but not yet effective.

Initial application of the following Standards will not affect any of the amounts recognised in the financial report, but will change the disclosures presently made in relation to the Group and the Company’s financial report:

Standard Effective for annual
reporting periods
beginning on or after
Expected to be initially applied
in the financial year ending
AASB 101 ‘Presentation of Financial Statements’ (revised
September 2007), AASB 2007-8 ‘Amendments to Australian
Accounting Standards arising from AASB 101’, AASB 2007-10
‘Further Amendments to Australian Accounting Standards
arising from AASB 101’
1 January 2009 30 June 2010
AASB 8 ‘Operating Segments’, AASB 2007-3 ‘Amendments to
Australian Accounting Standards arising from AASB 8’
1 January 2009 30 June 2010
AASB 2009-2 ‘Amendments to Australian Accounting Standards
– Improving Disclosures about Financial Instruments’
1 January 2009 (and that
ends on or after 30 April
2009)
30 June 2010

Initial application of the following Standards/Interpretations is not expected to have any material impact on the financial report of the Group and the Company:

Standard Effective for annual
reporting periods
beginning on or after
Expected to be initially applied
in the financial year ending
AASB 123 ‘Borrowing Costs’ (revised), AASB 2007-6
‘Amendments to Australian Accounting Standards arising from
AASB 123’
1 January 2009 30 June 2010
AASB 3 ‘Business Combinations’ (revised), AASB 127
‘Consolidated and Separate Financial Statements’ (revised) and
AASB 2008-3 ‘Amendments to Australian Accounting Standards
arising from AASB 3 and AASB 127’
Business combinations
occurring after the beginning
of annual reporting periods
beginning 1 July 2009
30 June 2010
AASB 2008-1 ‘Amendments to Australian Accounting Standard -
Share-based Payments: Vesting Conditions and Cancellations’
1 January 2009 30 June 2010
AASB 2008-2 ‘Amendments to Australian Accounting Standards
– Puttable Financial Instruments and Obligations arising on
Liquidation’
1 January 2009 30 June 2010
AASB 2008-5 ‘Amendments to Australian Accounting Standards
arising from the Annual Improvements Project’
1 January 2009 30 June 2010
AASB 2008-6 ‘Further Amendments to Australian Accounting
Standards arising from the Annual Improvements Project’
1 July 2009 30 June 2010
AASB 2008-7 ‘Amendments to Australian Accounting Standards
– Cost of an Investment in a Subsidiary, Jointly Controlled Entity
or Associate
1 January 2009 30 June 2010
AASB 2008-8 ‘Amendments to Australian Accounting Standards
– Eligible Hedged Items’
July 2009 30 June 2010
AASB 2009-4 ‘Amendments to Australian Accounting Standards
arising from the Annual Improvements Process’
July 2009 30 June 2010

Page 25 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

1 Adoption of New and Revised Accounting Standards (continued)

Standard Effective for annual
reporting periods
beginning on or after
Expected to be initially applied
in the financial year ending
AASB 2009-5 ‘Further Amendments to Australian Accounting
Standards arising from the Annual Improvements Process’
1 January 2010 (Applicable
to financial years beginning
on or after 1 January 2010,
except for the amendments
made to the guidance to
AASB 118 ‘Revenue’ that
have no explicit application
date and are taken to be
immediately effective)
30 June 2011
AASB 2009-6 “Amendments to Australian Accounting
Standards”
1 January 2009 (Applicable
to financial years beginning
on or after 1 January 2009
that end on or after 30 June
2009)
30 June 2010
AASB 2009-7 “Amendments to Australian Accounting
Standards”
1 July 2009 30 June 2010
AASB 1 ‘First-time Adoption of Australian Accounting Standards’ 1 July 2009 30 June 2010
AASB Interpretation 15 ‘Agreements for the Construction of Real
Estate’
1 January 2009 30 June 2010
AASB Interpretation 16 ‘Hedges of a Net Investment in a
Foreign Operation’
1 October 2008 30 June 2010
AASB Interpretation 17 ‘Distributions of Non-cash Assets to
Owners’, AASB 2008-13 ‘Amendments to Australian Accounting
Standards arising from AASB Interpretation 17 – Distributions of
Non-cash Assets to Owners’
July 2009 30 June 2010
AASB Interpretation 18 ‘Transfers of Assets from Customers’ 1 July 2009 (AASB
Interpretation 18 applies to
transfers of assets from
customers received on or
after 1 July 2009)
30 June 2010

The initial application of the expected issue of an Australian equivalent accounting Standard/Interpretation to the following Standard/interpretation is not expected to have a material impact on the financial report of the Group and the Company :

Standard Effective for annual reporting periods
beginning on or after
Expected to be initially applied
in the financial year ending
Nothing issued up to last update of the document

Page 26 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

2 Summary of Significant Accounting Policies

The financial report is a general purpose financial report which has been prepared in accordance with the Corporations Act 2001 and Accounting Standards and Interpretations and complies with other requirements of the law. Accounting Standards include Australian equivalents to International Financial Reporting Standards (‘A-IFRS’). Compliance with the A-IFRS ensures that the consolidated financial statements and notes of the Company and the Group comply with International Financial Reporting Standards (‘IFRS’).

The financial report includes the separate financial statements of the Company and the consolidated financial statements of the Group.

The financial statements were authorised for issue by the directors on 14 August 2009.

(a) Basis of preparation

The Financial Report has been prepared on the basis of historical cost except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

The Company is a company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated.

Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported.

The following significant accounting policies have been adopted in the preparation and presentation of the Financial Report:

(b) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, cash in banks and investments in money market instruments, net of outstanding bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

(c) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

(i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or

(ii) for receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

(d) Goodwill

Goodwill acquired in a business combination is initially measured at its cost, being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. Goodwill is subsequently measured at its cost less any impairment losses.

For the purpose of impairment testing goodwill is allocated to each of the Group’s cash-generating units (CGU’s), or groups of CGU’s, expected to benefit from the synergies of the business combination. CGU’s (or groups of CGU’s) to which goodwill has been allocated are tested for impairment annually, or more frequently if events or changes in circumstances indicate that goodwill might be impaired.

If the recoverable amount of the CGU (or group of CGU’s) is less than the carrying amount of the CGU (or groups of CGU’s), the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the CGU (or groups of CGU’s) and then to the other assets of the CGU (or groups of CGU’s) pro-rata on the basis of the carrying amount of each asset in the CGU (or groups of CGU’s). An impairment loss recognised for goodwill is recognised immediately in profit or loss and is not reversed in a subsequent period.

On disposal of an operation within a CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal of the operation.

Page 27 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

2 Summary of Significant Accounting Policies (continued)

(e) Inventories

Inventories are valued at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventory on hand by the method most appropriate to each particular class of inventory, with the majority being valued on a first in first out basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale.

(f) Property, plant and equipment

Plant and equipment, leasehold improvements and equipment under finance lease are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition.

Depreciation is calculated on a straight line basis in order to write off the net cost of each asset over its expected useful life to its estimated residual value. Leasehold improvements and assets held under finance lease are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful lives, residual values and depreciation method is reviewed at the end of each annual reporting period, with the effect of any changes recognised on a prospective basis.

The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

The annual depreciation rates used for each class of assets are as follows:

Plant and equipment: 10% to 50%
Equipment rented to third parties: 10% to 50%
Equipment under finance lease: 20%

(g) Share-based payments

Equity-settled share-based payments with employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by the use of the Black-Scholes Model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Group’s estimate of shares that will eventually vest.

At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment to the employee equity-settled benefits reserve.

(h) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) (referred to as ‘the Group’ in these financial statements). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Page 28 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

2 Summary of Significant Accounting Policies (continued)

(i) Business combinations

Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 ‘Business Combinations’ (2004) are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 ‘Non-current Assets Held for Sale and Discontinued Operations’, which are recognised and measured at fair value less costs to sell.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.

The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

(j) Borrowing costs

Borrowing costs are recognised in the profit or loss in the period in which they are incurred.

(k) Foreign currency

The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in Australian dollars, which is the functional currency of Imdex Limited, and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned or likely to occur, which form part of the net investment in a foreign operation, and which are recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of the net investment.

On consolidation, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such exchange differences are recognised in profit or loss in the period in which the foreign operation is disposed.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity on or after the date of transition to A-IFRS are treated as assets and liabilities of the foreign entity and translated at exchange rates prevailing at the reporting date. Goodwill arising on acquisitions before the date of transition to A-IFRS is treated as an Australian dollar denominated asset.

(l) Derivative financial instruments

The Group enters into derivative financial instruments to manage its exposure to interest rate risk. This risk is primarily managed through the use of an interest rate cap. Further details of derivative financial instruments are disclosed in the financial instrument note in the financial statements.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in the profit or loss immediately. The Group has not designated any financial instruments as being hedge accounted.

(i) Embedded derivatives

Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not measured at fair value with changes in fair value recognised in profit or loss.

Page 29 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

2 Summary of Significant Accounting Policies (continued)

(m) Financial assets

Investments are recognised and derecognised on trade date where purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs except for those financial assets classified as ‘at fair value through the profit or loss’ which are initially measured at fair value. Subsequent to initial recognition, investments in subsidiaries are measured at cost.

Other financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’, ‘held-tomaturity’ investments, ‘available-for-sale’ financial assets, and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

(i) Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or, where appropriate, a shorter period.

Income is recognised on an effective interest rate basis for debt instruments other than those financial assets ‘at fair value through profit or loss’.

(ii) Held-to-maturity investments

Bills of exchange and debentures with fixed or determinable payments and fixed maturity dates where the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortised cost using the effective interest method less impairment, with revenue recognised on an effective yield basis.

(iii) Financial assets at fair value through profit or loss

Financial assets are classified as financial assets at fair value through profit or loss where the financial asset:

  • Has been acquired principally for the purpose of selling in the near future;

  • Is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

  • Is a derivative that is not designated and effective as a hedging instrument.

Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset.

(iv) Available-for-sale financial assets

Available-for-sale assets are stated at fair value. Gains and losses arising from changes in fair value are recognised directly in the investments revaluation reserve with the exception of impairment losses, interest calculated using the effective interest rate method and foreign exchange gains and losses on monetary assets which are recognised directly in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the investments revaluation reserve is included in profit or loss for the period.

The fair value of available-for-sale monetary assets held in a foreign currency is determined in that foreign currency and translated at the spot rate at reporting date. The change in fair value attributable to translation differences that results from a change in amortised cost of the asset is recognised in profit or loss, and other changes are recognised in equity.

(v) Loans and receivables

Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest rate method less impairment. Interest is recognised by applying the effective interest rate.

(vi) Impairment of financial assets

Financial assets other than those at fair value through profit or loss, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

The carrying value of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying value is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of available-for-sale instruments, any subsequent increase in fair value after an impairment loss is recognised directly in equity.

Page 30 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

2 Summary of Significant Accounting Policies (continued)

(m) Financial assets (continued)

  • (vi) Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risk and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

(n) Financial instruments issued by the Company

(i) Debt and equity instruments

Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs. (ii) Financial liabilities

Financial liabilities are classified as either financial liabilities ‘at fair value through profit or loss’ or other financial liabilities.

(iii) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised through profit or loss incorporates any interest paid on the financial liability.

A financial liability is held for trading if:

  • it has been incurred principally for the purpose of repurchasing in the near future; or

  • it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

  • it is a derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading is designated as ‘at fair value through profit or loss’ upon initial recognition if:

  • such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

  • the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally or on that basis; or

  • it forms part of a contract containing one or more embedded derivatives, and AASB139 ‘Financial Instruments: Recognition and Measurement’ permits the entire combined contract (asset or liability) to be designated as ‘at fair value through profit or loss’.

(iv) Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

Page 31 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

2 Summary of Significant Accounting Policies (continued)

(o) Intangible assets

(i) Intangible assets acquired in a business combination

All intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their value can be measured reliably. Identifiable intangible assets comprise intellectual property, technology, contracts, customers, development costs and trade marks. These are recorded at cost less accumulated amortisation and impairment. Amortisation is charged on a straight line basis over their estimated useful lives. The estimated useful life and amortisation method is reviewed at the end of each annual reporting period.

Estimated useful lives are as follows:

Intellectual property - Samchem indefinite Intellectual property – other 10 years Technology 5-7 years Contracts 1-5 years (term of contract) Customers 5-6 years Trade Names and Patents 1-6 years

Intellectual property of Samchem recognised by the Company has an indefinite useful life and is not amortised. Each period, the useful life of this asset is reviewed to determine whether events and circumstances continue to support an indefinite useful life assessment for the asset. Such assets are tested for impairment in accordance with the policy stated in note 2(t).

(ii) Research and development costs

Expenditure on research activities is recognised as an expense in the period in which it is incurred. Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the period as incurred. An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following are demonstrated:

  • the technical feasibility of completing the intangible asset so that it will be available for use or sale;

  • the intention to complete the intangible asset and use or sell it;

  • the ability to use or sell the intangible asset;

  • how the intangible asset will generate probable future economic benefits;

  • the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

  • the ability to measure reliably the expenditure attributable to the intangible asset during its development.

Capitalised development costs are stated at cost less accumulated amortisation and impairment, and are amortised on a straight-line basis over their useful life of 5 years, commencing on commercialisation of the underlying projects.

(p) Taxation

  • (i) Current tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Page 32 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

2 Summary of Significant Accounting Policies (continued)

(p) Taxation (continued)

(ii) Deferred tax

Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) that affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches, associates and joint ventures except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company/Group intends to settle its current tax assets and liabilities on a net basis.

(iii) Current and deferred tax for the period

Current and deferred tax is recognised as an expense or income in the income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess.

(iv) Tax consolidation

The Company and all its wholly-owned Australian resident entities are part of a tax-consolidated group under Australian taxation law. Imdex Limited is the head entity in the tax-consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences in the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate taxpayer within group’ approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised by the Company (as head entity in the tax-consolidated group). Due to the existence of a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable to or receivable by the Company and each member of the group in relation to the tax contribution amounts paid or payable between the parent entity and the other members of the taxconsolidated group in accordance with the arrangement. Further information about the tax funding arrangement is detailed in note 5 to the financial statements. Where the tax contribution amount recognised by each member of the tax-consolidated group for a particular period is different to the aggregate of the current tax liability or asset and any deferred tax asset arising from unused tax losses and tax credit in respect of that period, the difference is recognised as a contribution from (or distribution to) equity participants.

Page 33 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

2 Summary of Significant Accounting Policies (continued)

(q) Leased assets

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

(i) Group as Lessor

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.

(ii) Group as Lessee Assets held under finance leases are initially recognised at their fair value or, if lower, at amounts equal to the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs. Finance leased assets are amortised on a straight line basis over the estimated useful life of the asset.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

(iii) Lease incentives In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefits of incentives are recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

(r) Revenue

Revenue is measured at the fair value of the consideration received or receivable.

  • (i) Sale of goods

Revenue from the sale of goods is recognised when all the following conditions are satisfied:

  • the Group has transferred to the buyer the significant risks and rewards of ownerships of the goods;

  • the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

  • the amount of revenue can be measured reliably;

  • it is probable that the economic benefits associated with the transaction will flow to the entity; and

  • the costs incurred or to be incurred in respect of the transaction can be measured reliably.

  • (ii) Rendering of services

Revenue from a contract to provide services is recognised by reference to the stage of completion of the contract.

  • (iii) Royalties

Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement.

  • (iv) Dividend and interest revenue

Dividend revenue from investments is recognised when the shareholders right to receive payment has been established. Interest revenue is accrued on a time basis, by reference to the principle outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.

(v) Operating lease income

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.

Page 34 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

2 Summary of Significant Accounting Policies (continued)

(s) Employee benefits

(i) Provisions

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date.

(ii) Defined contribution plans

Contributions to defined contribution superannuation plans are expensed when incurred.

(t) Impairment of other tangible and intangible assets

At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cashgenerating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately.

(u) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive), as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cashflows estimated to settle the present obligation, its carrying amount is the present value of those cashflows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably.

(v) Non-current assets held for sale

Non-current assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell.

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual or customary for such a sale and the sale is highly probable. The sale of the asset (or disposal group) must be expected to be completed within one year from the date of classification, except in the circumstances where sale is delayed by events or circumstances outside the Group’s control and the Group remains committed to a sale.

Page 35 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

3 Critical Accounting Judgements and Key Sources of Estimation Uncertainty

In the application of the Group’s accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the entity’s accounting policies

Management have not made any significant critical judgements in the process of applying the Group’s accounting policies.

Key sources of estimation uncertainty

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

Value of Shares

Note 11 describes the investment held in Sino Gas & Energy Holdings Ltd (SGE). Australian Accounting Standards require this investment to be held at the lower of carrying value and fair value less costs to sell. In making the assessment of which value is the lower, the Directors have had to make estimates of the fair value of this investment and the expected costs to sell. The Directors have estimated this investment to have a fair value in excess of its carrying value of $8.1 million at 30 June 2009 (2008: $4,500,000).

The fair value of this unlisted investment has been determined using the Directors' best estimate. The Directors have estimated the fair market value by having regard to share placements previously made by SGE, the results of exploration activity to date, discussions with potential investors and having regard to the fact that SGE is an unlisted entity and the shares held in SGE can not be readily traded on any share market.

Impairment of Goodwill and Intangibles

Determining whether goodwill and intangibles are impaired requires an estimation of the value in use of the cash-generating units to which goodwill and intangibles are attributable. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. A forward looking estimation of this nature is inherently uncertain. No impairment losses have been booked in the current or prior years. Refer notes 13 and 14.

Page 36 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

4 Profit from Operations

(a) Revenue from operations
Revenue from continuing and discontinued operations consisted of
the following items:
Revenue from continuing operations
Revenue from the sale of goods
Operating rental income
Interest income - bank deposits
Interest income - other loans and receivables
Revenue from discontinuing operations
Revenue from the rendering of services
2009
2008
2009
2008
$’000
$’000
$’000
$’000
103,055
118,109
-
-
33,914
23,900
-
-
118
451
56
211
1,905
1,449
3,766
3,127
Consolidated
Company
138,992
143,909
3,822
3,338
-
6,584
-
-
138,992
150,493
3,822
3,338
(b) Profit before income tax
Other than as disclosed on the face of the income statement, profit
before income tax has been arrived at after crediting / (charging) the
following gains and losses from continuing and discontinued
operations:
(Loss) / gain on disposal of property, plant and equipment
Foreign exchange gain / (loss)
Gains attributable to:
Continuing operations
Discontinued operations
Losses attributable to:
Continuing operations
Discontinued operations
Loans and receivables (including cash and cash equivalents)
Interest revenue
Exchange gain/(loss)
Financial liabilities at amortised cost
Interest expense
Exchange gain/(loss)

(91)
91
41
-
2,334
(407)
2,352
(266)
2,243
(316)
2,393
(266)
2,334
91
2,393
-
-
-
-
-
2,334
91
2,393
-
(91)
(407)
-
(266)
-
-
-
-
(91)
(407)
-
(266)
2,243
(316)
2,393
(266)
2,024
1,900
3,822
3,338
2,014
(305)
1,724
(266)
4,038
1,595
5,546
3,072
(2,850)
(2,822)
(2,170)
(1,575)
320
102
222
-
(2,530)
(2,720)
(1,948)
(1,575)

Page 37 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

4 Profit from Operations (continued)

Profit before income tax has been arrived at after charging the
following items of income and expense. The line items below
combine amounts attributable to both continuing and discontinued
operations:
Other income
Gain on disposal of property, plant and equipment
Gain on disposal of subsidiary
Management fees from subsidiaries
Dividends from subsidiaries
Other revenue
Depreciation and amortisation of Non Current Assets
Depreciation of property, plant and equipment (note 12)
Amortisation of intangible assets (note 14)
Depreciation and amortisation attributable to
Continuing operations
Discontinued operations
Finance costs
Interest on hire purchase liabilities
Interest on deferred acquisition consideration
Interest on commercial bills
Interest on bank loan
Interest on overdraft
Interest rate cap expense
Other interest
Finance costs - attributable to
Continuing operations
Discontinued operations
Other expenses
Commissions
Consultancy fees
Legal and professional expenses (i)
Foreign exchange (gain) / loss
Rent and premises costs
Travel and accommodation
Motor vehicle costs
Other expenses
2009
2008
2009
2008
$’000
$’000
$’000
$’000
-
91
41
-
-
-
-
17,245
-
-
9,361
6,671
-
-
7,500
3,379
253
278
-
179
Consolidated
Company
253
369
16,902
27,474
3,318
3,733
187
198
6,535
6,055
-
-
9,853
9,788
187
198
9,853
9,321
187
198
-
467
-
-
9,853
9,788
187
198
53
66
-
3
194
404
-
-
1,315
1,487
1,315
1,487
421
744
-
-
195
-
193
-
229
-
229
-
443
121
433
85
2,850
2,822
2,170
1,575
2,850
2,762
2,170
1,575
-
60
-
-
2,850
2,822
2,170
1,575
974 1,425
-
-
1,257 2,026 306
305
2,020 1,742 1,012
990
(2,334)
407 (2,352)
266
2,847 2,244 239
172
3,840 3,450 780
514
1,629 1,374 85
100
7,9475,771 1,281
2,127
18,180
18,439
1,351
4,474

(i) Includes legal, audit, accounting, share registry and corporate secretarial fees.

Page 38 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

4 Profit from Operations (continued)

Employee benefits expense
Post-employment benefits:
Defined contribution superannuation costs
Share based payments:
Equity-settled share based payments
Other employee benefits
Employee benefits expense attributable to
Continuing operations
Discontinued operations
Cost of sales
Cost of sales attributable to
Continuing operations
Discontinued operations
Movement in provision for doubtful debts
Movement attributable to
Continuing operations
Discontinued operations
Operating lease rental (minimum lease payments)
Operating lease rental expense attributable to
Continuing operations
Discontinued operations
2009
2008
2009
2008
$’000
$’000
$’000
$’000
1,399
807
375
204
1,487
2,025
1,487
2,025
25,581
20,768
5,581
3,491
Consolidated
Company
28,467
23,600
7,443
5,720
28,467
22,996
7,443
5,720
-
604
-
-
28,467
23,600
7,443
5,720
61,700
63,119
-
-
61,700
59,589
-
-
-
3,530
-
-
61,700
63,119
-
-
(68)
198
-
(71)
(68)
198
-
(71)
-
-
-
-
(68)
198
-
(71)
3,306
2,386
273
178
3,306
2,203
273
178
-
183
-
-
3,306
2,386
273
178

5 Income Taxes

(a) Income tax recognised in the income statement
Tax expense comprises:
Current tax expense
Deferred tax expense relating to the origination and reversal
of temporary differences
(Over)/under provision per prior year
Total tax expense
Attributable to:
Continuing operations
Discontinued operations
2009
2008
2009
2008
$’000
$’000
$’000
$’000
6,740
15,483
371
2,736
(552)
(1,690)
616
150
(60)
(563)
70
(366)
6,128
13,230
1,057
2,520
6,128
10,804
1,057
2,520
-
2,426
-
-
6,128
13,230
1,057
2,520
Company
Consolidated

Page 39 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

5 Income Taxes (continued)

Profit from continuing operations
Profit from discontinued operations
Profit from operations
Income tax expense calculated at 30%
Intercompany dividends received
Non-deductible share based payments
Additional provincial tax arising in a foreign jurisdiction
Non-deductible interest on deferred payments
Other non-deductible and non-assessable items
Tax rate differential arising from foreign entities
Carry forward losses not brought to account
Capital losses utilised
Non-assessable income from sale of foreign subsidiary
(Over) / under provision of prior year income tax
Prima facie income tax expense on pre-tax accounting profit
from operations reconciles to income tax expense in the
financial statements as follows:
2009
2008
2009
2008
$’000
$’000
$’000
$’000
18,195
31,885
9,573
18,845
-
13,347
-
-
Consolidated
Company
18,195
45,232
9,573
18,845
5,459
13,570
2,872
5,654
-
-
(2,250)
(1,014)
446
986
446
986
201
230
-
-
58
121
-
-
(224)
480
(81)
214
223
(171)
-
-
25
-
-
-
-
(844)
-
(844)
-
(579)
-
(2,110)
(60)
(563)
70
(366)
6,128
13,230
1,057
2,520

The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian law. There has been no change in the corporate tax rate when compared with the previous reporting period.

(b) Income tax recognised directly in equity
The following current and deferred amounts were charged
directly to equity during the period:
Deferred tax: Translation of foreign operations
(c) Current tax assets and liabilities
Current tax payable
(d) Deferred tax balances
Deferred tax assets comprise:
Provisions
Inventory
Property, plant and equipment
Carry forward tax losses in subsidiary companies
Accruals
Foreign currency translation reserves
Share issue expenses
Deferred tax liabilities comprise:
Accruals
Property, plant and equipment
Intangible assets
Non-current assets classified as held for sale
Net deferred tax balances
Deferred tax: Share issue expenses deductible over five years
2009
2008
2009
2008
$’000
$’000
$’000
$’000
(53)
(54)
(53)
(54)
(223)
473
-
473
Company
Consolidated
(276)
419
(53)
419
5,268
8,792
2,249
2,643
167
108
-
-
862
-
-
-
2,114
2,571
-
-
776
-
-
-
-
400
-
110
532
755
727
727
97
150
97
150
4,548
3,984
824
987
(111)
-
(62)
-
-
(4)
-
-
(6,617)
(7,744)
-
-
(1,494)
(1,260)
(1,494)
(1,260)
(8,222)
(9,008)
(1,556)
(1,260)
(3,674)
(5,024)
(732)
(273)

Unrecognised deferred tax assets:

The following have not been brought to account as assets:

Temporary differences relating to the translation of investments in subsidiary undertakings

426 950 - -

Page 40 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

5 Income Taxes (continued)

Tax Consolidation

Relevance of tax consolidation to the Group

Legislation to allow groups, comprising a parent entity and its Australian resident wholly-owned entities, to elect to consolidate and be treated as a single entity for income tax purposes was substantively enacted on 21 October 2002. The Company and its wholly-owned Australian resident entities are eligible to consolidate for tax purposes under this legislation and have elected to be taxed as a single entity from 1 July 2003. The head entity in the tax consolidated group for the purposes of the tax consolidation system is Imdex Limited.

Nature of tax funding arrangements and tax sharing agreements

Entities within the tax-consolidated group have entered into a tax funding and a tax-sharing agreement with the head entity. Under the terms of this agreement, Imdex Limited and each of the entities in the tax consolidated group has agreed to pay a tax equivalent payment to or from the head entity, based on the net accounting profit or loss of the entity and the current tax rate. Such amounts are reflected in amounts receivable from or payable to other entities in the tax consolidated group.

The tax sharing agreement entered into between members of the tax consolidated group provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations or if an entity should leave the tax consolidated group. The effect of the tax sharing agreement is that each member's liability for tax payable by the tax consolidated group is limited to the amount payable by the head entity under the tax funding arrangement.

The amount of contribution or distribution relating to tax consolidation in the current and prior year amounted to nil.

6 Remuneration of Auditors

Deloitte Touche Tohmatsu (Australia)
Audit or review of the financial report
Taxation services - mainly compliance work, transfer
pricing and global restructuring advice
Other non-audit services: Other consulting services
Deloitte Touche Tohmatsu (overseas affiliates)
Audit or review of the financial report
Taxation services - mainly compliance work, transfer
pricing and global restructuring advice
Other non-audit services: Other consulting services
Other auditors
Audit or review of the financial report
Other non-audit services: Accounting assistance and
taxation advice
2009
2008
2009
2008
$
$
$
$
219,208
164,443
219,208
164,443
229,184
287,356
229,184
287,356
30,812
34,650
30,812
34,650
Consolidated
Company
479,204
486,449
479,204
486,449
143,210
88,674
-
-
11,166
3,391
-
-
64,138
79,461
-
-
218,514
171,526
-
-
69,335
178,438
-
-
448
112,315
-
-
69,783
290,753
-
-
767,501
948,728
479,204
486,449

Page 41 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

7 Trade and Other Receivables

Notes
Current
Trade receivables
(i)
Allowance for doubtful debts
(ii)
Other receivables
2009
2008
2009
2008
$’000
$’000
$’000
$’000
22,290
31,669
701
2,006
(609)
(677)
-
-
Consolidated
Company
21,681
30,992
701
2,006
1,686
1,087
5,135
395
23,367
32,079
5,836
2,401

(i) The average credit period on sales of goods is 60 days. Trade receivables are interest free. An allowance has been made for estimated irrecoverable amounts from the sale of goods and services, determined by reference to past default experience and specific knowledge of individual debtors circumstances.

Ageing of past due but not impaired debtors
0 - 30 days past due
31 - 60 days past due
61 + days past due
1,455
3,006
-
128
4,362
2,636
-
-
1,454
879
701
1,138
7,271
6,521
701
1,266

The above analysis shows debtors that are past due at the end of the reporting date where no provision has been raised as the Group believes that the amounts are still considered recoverable. The Group does not hold any collateral over these balances.

(ii) Movement in the allowance for doubtful debts

Balance at the beginning of the year
Amounts written off during the year
(Decrease)/Increase in allowance recognised in
profit or loss
Balance at the end of the year
677
479
-
71
-
-
-
-
(68)
198
-
(71)
609
677
-
-

All impaired debtors are in excess of 90 days overdue.

In determining the recoverability of a trade receivable the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the directors believe that there is no further credit provision required in excess of the allowance for doubtful debts.

8 Inventories

==> picture [477 x 93] intentionally omitted <==

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

Consolidated Company
2009 2008 2009 2008
$’000 $’000 $’000 $’000
Current
Raw materials - at cost 4,052 3,383 - -
Work in progress - at cost 1,527 797 - -
- -
Finished goods - at cost 20,956 17,536
26,535 21,716 - -
----- End of picture text -----

Page 42 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

9 Other Financial Assets

Notes
Current
Derivatives at fair value
Interest rate cap
(i)
Loans carried at amortised cost
Loan to Sino Gas and Energy Holdings Limited
(ii)
Non-Current
Loans carried at amortised cost
Loans to Subsidiaries
(iii)
Investments carried at cost
Investments in Subsidiaries
2009
2008
2009
2008
$’000
$’000
$’000
$’000
-
229
-
229
12,340
13,008
12,340
13,008
Consolidated
Company
12,340
13,237
12,340
13,237
-
-
62,230
60,382
-
-
12,542
10,640
-
-
74,772
71,022

(i) Effective 1 January 2008 Imdex Limited entered into an interest rate cap. This instrument allows the interest paid on $10,000,000 of debt to be capped at 7% per annum for a period of 3 years. Refer note 32 for further disclosures around this and other financial instruments.

(ii) Comprises a loan from the Imdex Group to Sino Gas and Energy Holdings Ltd (SGE) in two tranches, one of A$5 million and one of US$5 million, both inclusive of capitalised interest and exclusive of amounts converted to equity in SGE. Interest of $1.9 million was recognised in the profit and loss in the current year (prior year $1.4 million). The funds advanced are secured by a fixed and floating charge over the assets of SGE. The loan bears interest at 13.5% per annum and is repayable on 30 June 2010. The loan carries the option for Imdex Limited to convert the loan balance into equity in SGE at market price. During the current year $3.63 million of capitalised interest was converted into shares in SGE at $0.50 per share.

(iii) Loans to Subsidiaries are repayable on demand. These loans carry no interest other than the loans to Samchem Drilling Fluids and Chemicals (Pty) Ltd, Imdex Sweden AB, Imdex South America S.A. and Suay Energy Services LLP. The loan to Samchem carries interest at the South African prime overdraft rate (currently 11%) plus a 2% margin. The loan to Imdex Sweden carries interest at the Stockholm Interbank Offered Rate (currently 0.65%) plus a margin of 0.3%. The loan to Imdex South America S.A. carries interest at the Chilean Monetary Policy Rate (currently 0.75%) plus a margin of 1%. The loan to Suay Energy Services LLP carries interest at the Kazakhstan prime overdraft rate (currently 8.5%) plus a margin of 2%.

10 Other Assets

Current
Prepayments
2009
2008
2009
2008
$’000
$’000
$’000
$’000
1,507
1,200
22
20
Consolidated
Company
1,507
1,200
22
20

Page 43 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

11 Non-Current Assets Classified as Held for Sale

Notes
Shares held for sale
(i)
2009
2008
2009
2008
$’000
$’000
$’000
$’000
8,130
4,500
8,130
4,500
Consolidated
Company

(i) Comprises 22,260,000 fully paid ordinary shares in Sino Gas and Energy Holdings Ltd (SGE) (2008: 15,000,000 shares). The investment comprises 19% of the issued share capital of SGE (2008: 13%). As a result of the loan to SGE described in note 9 and by virtue of controlling 19% of the issued share capital of SGE, the Company is deemed to have significant influence over SGE. However, as the Company’s intention is to realise the value of the investment through sale and it meets the requirements of AASB 5: ‘Non-Current Assets Held for Sale and Discontinued Operations’ the investment is not within the scope of AASB 128: ‘Investments in Associates’. Accordingly, the investment has been classified as a non-current asset held for sale.

The Company intends to realise the value of this investment through sale via broker before 30 June 2010 subject to any escrow arrangements.

The investment increased by $3.6 million in the current year due to the capitalisation of interest on the loan described in note 9 at $0.50 per share.

12 Property, Plant and Equipment

Consolidated
Gross Carrying Value
Balance at 30 June 2007
Additions
Acquisitions through business combinations
Disposals
Disposal through sale of subsidiary
Net foreign currency exchange differences
Transfer
Balance at 30 June 2008
Additions
Acquisitions through business combinations
Disposals
Net foreign currency exchange differences
Transfer
Balance at 30 June 2009
Accumulated Depreciation
Balance at 30 June 2007
Disposals
Disposal through sale of subsidiary
Acquisitions through business combinations
Depreciation expense
Net foreign currency exchange differences
Transfer
Balance at 30 June 2008
Disposals
Acquisitions through business combinations
Depreciation expense
Net foreign currency exchange differences
Transfer
Balance at 30 June 2009
Net Book Value
As at 30 June 2008
As at 30 June 2009
Plant and
Equipment at
cost
Equipment
Rented to Third
Parties at cost
Equipment under
Hire Purchase at
cost
Capital Works in
Progress at cost
TOTAL
$’000
$’000
$’000
$’000
$’000
14,003 9,395 1,940 548 25,886
3,420 1,281 -
517 5,218
561 -
-
- 561
(242)
(2,143)
(43)
(4) (2,432)
(10,739) -
(1,584)
(436) (12,759)
(420)
(201)
(11)
(36) (668)
425 (78)
(282)
(65) -
7,008 8,254 20 524 15,806
4,633 1,418 491 1,199 7,741
266 -
-
- 266
(2,953)
(4,506)
-
- (7,459)
267 1,129 4 23 1,423
1,062(283)
(23)
(756) -
10,283 6,012 492 990 17,777
6,495 4,956 1,228 - 12,679
(96)
(1,283)
(6) - (1,385)
(5,149)
-
(1,085)
- (6,234)
250 -
-
- 250
1,397 2,241 95 - 3,733
(134)
(239)
(4) - (377)
218 (4) (214)
- -
2,981 5,671 14 - 8,666
(1,295)
(3,965)
-
- (5,260)
-
-
-
- -
1,580 1,613 125 - 3,318
71 199 2 - 272
97(81)
(16)
- -
3,434 3,437 125 - 6,996
4,027 2,583 6 524 7,140
6,849 2,575 367 990 10,781

Page 44 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

12 Property, Plant and Equipment (continued)

Company
Plant and
Equipment at
cost
$’000
Gross Carrying Value
Balance at 30 June 2007
1,630
Additions
42
Transfer to subsidiary
(381)
Balance at 30 June 2008
1,291
Additions
207
Disposals
(488)
Balance at 30 June 2009
1,010
Accumulated Depreciation
Balance at 30 June 2007
794
Transfer to subsidiary
(223)
Depreciation expense
198
Balance at 30 June 2008
769
Disposals
(458)
Depreciation expense
187
Balance at 30 June 2009
498
Net Book Value
As at 30 June 2008
522
As at 30 June 2009
512
Plant and equipment
Equipment under hire purchase
Aggregate depreciation allocated, whether recognised as an
expense or capitalised as part of the carrying amount of other
assets during the year:
Plant and equipment rented to third parties
Plant and
Equipment at
cost
$’000
1,630
42
(381)
Equipment
Rented to Third
Parties at cost
Equipment under
Hire Purchase at
cost
Capital Works in
Progress at cost
TOTAL
$’000
$’000
$’000
$’000
7,273 53 19 8,975
-
-
- 42
(7,273)
(53)
(19) (7,726)
1,291
207
(488)
-
-
- 1,291
-
-
29 236
-
-
-(488)
1,010 -
-
29 1,039
794
(223)
198
3,263 32 - 4,089
(3,263)
(32)
- (3,518)
-
-
- 198
769
(458)
187
-
-
- 769
-
-
- (458)
-
-
- 187
498 -
-
- 498
522 -
-
- 522
512 -
-
29 541
2009
2008
2009
2008
$’000
$’000
$’000
$’000
1,580 1,397 187 198
1,613 2,241
- -
125 95
- -
Company
Consolidated
3,318 3,733 187 198

Page 45 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

13 Goodwill

Notes
Gross Carrying Amount
Balance at beginning of the financial year
Recognised on acquisition of Wildcat Chemicals Australia
Pty Ltd
(i)
Recognised on acquisition of Imdex Technology Sweden
AB (formerly Flexit AB)
19(i)
Recognised on acquisition of Suay Energy Services LLP
(ii)
Recognised on acquisition of Poly-Drill Drilling Systems
Ltd
(iii)
Recognised on acquisition of Southernland S.A.
(iv)
Recognised on acquisition of Imdex Technology Germany
GmbH (ITG) (formerly System Entwicklungs GmbH)
(v)
Effect of foreign exchange movements
Balance at end of the financial year
Accumulated Impairment Losses
Balance at beginning of the financial year
Impairment losses for the year
Balance at end of the financial year
Net Book Value
At the beginning of the financial year
At the end of the financial year
Goodwill is allocated to cash-generating units as follows:
Samchem
Wildcat
Suay Energy Services
Poly-Drill Drilling Systems
Southernland
Reflex / Imdex Technology UK
Flexit / ITG
2009
2008
2009
2008
$’000
$’000
$’000
$’000
52,626
35,033
-
-
1,501
-
-
-
1,900
-
-
-
-
1,266
-
-
-
3,369
-
-
-
2,413
-
-
-
10,499
-
-
(759)
46
-
-
Consolidated
Company
55,268
52,626
-
-
-
-
-
-
-
-
-
-
-
-
-
-
52,626
35,033
-
-
55,268
52,626
-
-
1,568
1,324
1,501
-
1,266
1,266
3,369
3,369
2,537
2,413
21,397
22,613
23,630
21,641
55,268
52,626

(i) Goodwill arose during the year on the acquisition of Wildcat Chemicals Australia Pty Ltd (Wildcat) by Imdex Limited effective 1 September 2008. (Refer note 27(a)). Wildcat is considered to be a separate cash generating unit since it operates independently from other Imdex operations in a separate geographical area being the Queensland area and in a separate market, being the manufacture of production and completion chemicals for oilfield operations. The recoverable amount of this goodwill has been determined based on a value in use calculation which uses a 5 year discounted cash flow projection based on the 2010 budget plus a terminal value. The projection assumes minor growth in the business beyond 2010. A discount rate of 10%, being the Imdex Group weighted average cost of capital has been used. Management believe that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the carrying amount to exceed its recoverable amount.

(ii) Goodwill arose during the prior year on the acquisition of 75% of the issued share capital of Suay Energy Services LLP (Suay) by Imdex Limited effective 1 July 2007 and the remaining 25% of the issued share capital effective 30 June 2008. Refer notes 27(d) and 27(e). Suay is considered to be a separate cash generating unit since it operates independently from other Imdex operations in a separate geographical area being Kazakhstan and the surrounding Caspian Sea region.

(iii) Goodwill arose during the prior year on the acquisition of Poly-Drill Drilling Systems Ltd (Poly-Drill) by Imdex Limited effective 1 July 2007. Refer note 27(c). Poly-Drill is considered to be a separate cash generating unit since it manufactures and sells products independently from other Imdex operations in a separate geographical area being Canada.

(iv) Goodwill arose during the prior year on the acquisition of Southernland S.A. (Southernland) by Imdex South America S.A., a newly incorporated wholly owned subsidiary of Imdex Limited effective 1 July 2007. Refer note 27(f). Southernland is considered to be a separate cash generating unit since it manufactures and sells products independently from other Imdex operations in a separate geographical area being Latin America.

Page 46 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

13 Goodwill (continued)

(v) Goodwill arose during the prior year on the acquisition of 100% of the issued share capital of Imdex Technology Germany GmbH (ITG) (formerly System Entwicklungs GmbH) (refer note 27(b)). ITG and Imdex Technology Sweden AB (ITS) (formerly Flexit AB), a Swedish entity acquired in the FY07 financial year, are considered to be a single cash generating unit as they were purchased in close succession to create a single vertically integrated operation in the Down Hole Instrumentation division. They operate in the same business segment and geographical area and have the same operational management and a high level of operational and financial interdependency.

(vi) The recoverable amount of goodwill has been determined based on a value in use calculation which uses a 5 year discounted cash flow projection based on the 2010 budget plus a terminal value. The projection assumes conservative additional growth in cash generating units beyond 2010. Management believe that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the carrying amount to exceed its recoverable amount. The key assumptions used in the value in use calculations for the various significant cash generating units are as follows:

Budgeted sales growth Discount
Rate
Exchange rate
fluctuations
Budgeted net margins
Samchem
CGU
Sales growth has been budgeted in
line with the expected activity in the
local industries serviced by
Samchem.
18% Net margins have been budgeted
using the prior year actuals as a
base on which operational
improvements and economies of
scale are expected to begained.
Exchange rate
fluctuation
expectations have
been built into the
budget numbers
based on forecasted
exchange rates
published by major
lending institutions.
Wildcat CGU Sales growth has been budgeted in
line with the expected activity in the
local oil & gas industries serviced by
Wildcat and potential new on and
offshore opportunities, some of which
have been brought about by the
integration into the broader Imdex
Group.
10% Net margins have been budgeted
using the prior year actuals as a
base on which operational
improvements and economies of
scale are expected to be gained.
Suay CGU Sales growth has been budgeted in
line with the expected activity in the
local industries serviced by Suay.
15.5% Net margins have been budgeted
using the prior year actuals as a
base on which operational
improvements and economies of
scale are expected to begained.
Poly-Drill
CGU
Sales growth has been budgeted in
line with the expected activity in the
local industries serviced by Poly-Drill
as well as growth expected to arise
from theglobal alliances.
7.25% Net margins have been budgeted
using the prior year actuals as a
base on which operational
improvements and economies of
scale are expected to begained.
Southernland
CGU
Sales growth has been budgeted in
line with the expected activity in the
local industries serviced by
Southernland as well as growth
expected to arise from the global
alliances.
7.75% Net margins have been budgeted
using the prior year actuals as a
base on which operational
improvements and economies of
scale are expected to be gained.
Reflex / ITU
CGU
Sales growth has been budgeted
based on the expected activity levels
in the global minerals down hole tool
market plus an increment for the
market share expected to be gained.
10% Net margins have been budgeted
using the prior year actuals as a
base. In addition an increase is
expected to arise from the
business model trend away from
sales towards rentals.
Flexit / ITG
CGU
Sales growth has been budgeted
based on the expected activity levels
in the global oil & gas down hole tool
market plus an increment for the
market share expected to be gained.
10% Net margins have been budgeted
using the prior year actuals as a
base. In addition an increase is
expected to arise from the
business model trend away from
sales towards rentals.

Page 47 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

14 Other Intangible Assets

Consolidated Patents Intellectual Technology Contract Customer Development Trade TOTAL
Property Based Based Based Costs Name
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Gross Carrying Value
Balance at 30 June 2007 755 1,170 14,703 425 9,298 429 4,268 31,048
Additions through business
combinations 6 1,505 - 890 2,996 - 251 5,648
Impact of exchange rate changes - (258) 46 - 99 - 42 (71)
Balance at 30 June 2008 761 2,417 14,749 1,315 12,393 429 4,561 36,625
Capitalised during the year - - - - - 3,650 - 3,650
Impact of exchange rate changes - 169 (337) - (772) - (351) (1,291)
Balance at 30 June 2009 761 2,586 14,412 1,315 11,621 4,079 4,210 38,984
Accumulated Amortisation and
Impairment
Balance at 30 June 2007 25 - 1,460 78 1,420 - 319 3,302
Amortisation expense 152 75 2,382 530 1,883 86 947 6,055
Impact of exchange rate changes - - (10) - (2) - (9) (21)
Impairment losses - - - - - - - -
Balance at 30 June 2008 177 75 3,832 608 3,301 86 1,257 9,336
Amortisation expense 152 151 2,398 530 2,255 86 963 6,535
Impact of exchange rate changes - - (156) - (464) - (182) (802)
Impairment losses - - - - - - - -
Balance at 30 June 2009 329 226 6,074 1,138 5,092 172 2,038 15,069
Net Book Value
As at 30 June 2008 584 2,342 10,917 707 9,092 343 3,304 27,289
As at 30 June 2009 432 2,360 8,338 177 6,529 3,907 2,172 23,915
Company
Gross Carrying Value
Balance at 30 June 2007 - - - - - 429 - 429
Transferred to subsidiary entity - - - - - (429) - (429)
Balance at 30 June 2008 - - - - - - - -
Transferred to subsidiary entity - - - - - - - -
Balance at 30 June 2009 - - - - - - - -
Accumulated Amortisation and
Impairment
Balance at 30 June 2007 - - - - - - - -
Amortisation expense - - - - - - - -
Impairment losses - - - - - - - -
Balance at 30 June 2008 - - - - - - - -
Amortisation expense - - - - - - - -
Impairment losses - - - - - - - -
Balance at 30 June 2009 - - - - - - - -
Net Book Value
As at 30 June 2008 - - - - - - - -
As at 30 June 2009 - - - - - - - -

Page 48 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

14 Other Intangible Assets (continued)

Intellectual Property

The net book value of Intellectual Property of $2.4 million is comprised of Intellectual Property in Samchem Drilling Fluids & Chemicals (Pty) Ltd (Samchem) of $1.1 million and Intellectual Property in Imdex Technology Germany GmbH (ITG) (formerly System Entwicklungs GmbH) of $1.3 million.

The Intellectual Property of Samchem has an indefinite life due to the uniqueness of the manufacturing processes and products, high cost barriers to entry and the dominant market share held. This portion of the Intellectual Property is therefore subjected to annual impairment testing.

The recoverable amount of the Samchem Intellectual Property has been determined based on a value in use calculation which uses a 5 year discounted cash flow projection based on the 2010 budget plus a terminal value. The projection assumes no additional growth in the business beyond 2010. A discount rate of 18% has been used. Management believe that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the carrying amount to exceed its recoverable amount.

15 Trade and Other Payables

15
Trade and Other Payables
Notes
Trade payables
(i)
Accruals and other payables
Due to the vendors of Imdex Technology Germany
GmbH (formerly System Entwicklungs GmbH)
27(b)
Due to the vendors of Suay Energy Services LLP
27(e)
2009
2008
2009
2008
$’000
$’000
$’000
$’000
7,921
9,836
179
207
4,122
5,252
987
826
726
656
-
-
-
778
-
778
Consolidated
Company
12,769
16,522
1,166
1,811

(i) Trade payables are interest free for periods ranging from 30 to 180 days. Thereafter interest is charged at commercial rates. The consolidated entity has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.

16 Borrowings

Notes
Current borrowings
Secured
At amortised cost
Commercial bill
(i)
Bank loan
(ii)
Hire purchase liabilities
(iii) 25
Non-current borrowings
Secured
At amortised cost
Commercial bills
(i)
Bank loan
(ii)
Hire purchase liabilities
(iii) 25
2009
2008
2009
2008
$’000
$’000
$’000
$’000
10,000
9,000
10,000
9,000
3,029
4,016
-
-
485
-
-
-
Consolidated
Company
13,514
13,016
10,000
9,000
11,500
8,000
11,500
8,000
5,354
9,132
-
-
1,179
-
-
-
18,033
17,132
11,500
8,000

Page 49 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

16 Borrowings (continued)

(i) Commercial bills bear interest at 3.34% per annum. The Group has an interest rate cap in operation that caps the maximum interest payable on $10,000,000 of this debt at 7% per annum. Refer note 32(g) for further details. Bills totalling $7 million are repayable on demand. The balance of bills amounting to $14.5 million are repayable in quarterly instalments due at the end of each calendar quarter. There are 19 instalments of $750,000 each and one final instalment on 30 June 2014 of $250,000. Bills are secured by a Mortgage Debenture over all the assets and liabilities of Imdex Limited, Australian Mud Company Pty Ltd, Reflex Instruments Asia Pacific Pty Ltd, Imdex International Pty Ltd, Imdex Technology UK Limited, Imdex Technology Australia Pty Ltd, Wildcat Chemicals Australia Pty Ltd, Samchem Drilling Fluids and Chemicals (Pty) Ltd, Imdex Sweden AB, Imdex Technology Sweden AB and Reflex Instrument Sweden AB. This Mortgage Debenture excludes assets held under hire purchase arrangements.

(ii) Comprises of a loan of SEK 52,525,000 bearing interest at the 7 day Stockholm Interbank Offered Rate ('STIBOR'), currently 0.65% plus a weighted average margin of 2.62% per annum. The loan is repayable in quarterly instalments at the end of each calendar quarter as follows: one instalment of SEK 5,775,000 in September 2009; then 8 quarterly instalments of SEK 4,400,000 each until September 2011, followed by 7 instalments of SEK 1,650,000 each until June 2013. This loan is secured over the assets of the Reflex and Flexit companies that are domiciled in Sweden and is guaranteed with a Standby Letter of Credit. The fee for this guarantee is 1.75% of the balance of the loan.

(iii) Hire purchase liabilities are secured over the assets to which they relate, the carrying value of which exceeds the value of the hire purchase liability. The Group does not hold title to the equipment under hire purchase pledged as security. The weighted average interest rate applicable to these liabilities was 7.9% (2008: 7.6%).

17 Provisions

17
Provisions
Consolidated Company
2009 2008 2009 2008
Notes $’000 $’000 $’000 $’000
Current provisions
Employee entitlements (i) 1,317 972 422 245
Non-current provisions
Employee entitlements 553 558 310 128

(i) The majority of these entitlements are expected to be taken during the coming year. (2008: same)

18 Other Liabilities

18
Other Liabilities
Notes
Other Current Liabilities
Unsecured
At amortised cost
Deferred acquisition payments
(i) 35
Other Non-Current Liabilities
Unsecured
At amortised cost
Deferred acquisition payments
(i)
2009
2008
2009
2008
$’000
$’000
$’000
$’000
2,492
2,687
-
-
Consolidated
Company
2,492
2,687
-
-
-
2,717
-
-
-
2,717
-
-

(i) Deferred acquisition payments are those portions of the purchase price of Imdex Technology UK Ltd that are due in future periods. Instalments are due as follows: GBP 1.045m due on 31 July 2009 and GBP 1.09m due on 31 July 2008 (paid). In addition a revenue based earn-out may also become payable. The additional revenue based earn-out has been estimated by management as being nil. The cash components of these deferred amounts have been discounted to their present values using an interest rate of 8% per annum.

Page 50 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

19 Contributed Capital

19
Contributed Capital
Notes
Issued and Paid Up Capital - Fully paid ordinary shares
(i)
Mandatory convertible capital
(ii)
2009
2008
2009
2008
$’000
$’000
$’000
$’000
67,136
58,183
67,136
58,183
-
6,700
-
6,700
Consolidated
Company
67,136
64,883
67,136
64,883

(i) Fully paid ordinary shares carry one vote per share and the right to dividends.

(ii) Converted into fully paid ordinary shares on 11 May 2009. See Conversion of Capital paragraph below.

Consolidated and Company
2009 2008
Notes Number $'000 Number $'000
Ordinary shares
Balance at beginning of the financial year 183,490,932 58,183 179,949,003 54,282
Issue of shares as part consideration for the acquisition of
Poly-Drill 27(c) - - 1,212,751 1,750
Issue of shares as part consideration for the acquisition of
Southernland 27(f) - - 723,679 1,387
Issue of shares as part consideration for the acquisition of
Suay 27(e) 168,530 278 - -
Conversion of capital (i) 5,000,000 6,700 - -
Issue of shares as part consideration for the acquisition of
Imdex Technology Sweden AB (formerly Flexit AB) (i) 5,000,000 1,900 - -
Tax effect of share issue costs - (54) - (113)
Issue of shares under staff option plan (ii) 149,331 129 1,605,499 877
Closing balance at end of the financial year 193,808,793 67,136 183,490,932 58,183

Changes to the Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1998. Therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a par value.

(i) Conversion of capital and issue of shares to acquire Imdex Technology Sweden AB (formerly Flexit AB)

On 11 May 2009 a total of 10,000,000 Imdex Limited fully paid ordinary shares were issued to the previous owners of Imdex Technology Sweden AB (formerly Flexit AB). These shares were issued pursuant to the original purchase agreement effective 1 May 2007 as modified by a Deed of Variation dated 13 February 2009. The original agreement provided for the conversion of 5,000,000 fully paid Imdex Limited shares in May 2009, the fair value of which at the time of signing the agreement on 1 May 2007 was $6.7 million. The Deed of Variation provided for the issue of 5,000,000 additional fully paid Imdex Limited shares at May 2009, the fair value of which at the time of signing the agreement on 13 February 2009 was $1.9 million. An additional cash payment may become payable by Imdex Limited on 1 May 2012 should the Imdex Limited share price not have reached $1.00 per share at any time between 11 May 2009 and 1 May 2012. The payment will be calculated as the difference between $1 and the Imdex Limited share price on 1 May 2012 multiplied by 10,000,000. At 30 June 2009 it is estimated that the liability at 1 May 2012 will be nil. The market price of Imdex Limited ordinary shares at the date of the issue of the 10,000,000 shares was $0.5

(ii) Share options granted under the staff option plan

No options were granted under the staff option plan in the current year.

In accordance with the provisions of the staff option plan, as at 30 June 2009, executives, directors and staff have options over 15,580,539 ordinary shares (10,468,862 of which had vested), in aggregate. These options expire over a range of dates up to March 2013. As at 30 June 2008, executives, directors and staff have options over 16,194,872 ordinary shares (5,019,872 of which had vested), in aggregate. These options expire over a range of dates up to March 2013. Share options granted under the employee share option plan carry no rights to dividends and no voting rights.

Details of the Staff Option Plan can be found in note 34.

Page 51 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

20 Reserves

20
Reserves
Consolidated Company
2009 2008
2009
2008
Notes $’000 $’000
$’000
$’000
Foreign Currency Translation Reserve
Balance at beginning of the financial year (4,863) (2,137) - -
Translation of foreign operations after taxation 758 (2,726) - -
Balance at the end of the financial year (4,105) (4,863) - -
Exchange differences relating to the translation from the functional currencies of the Group's foreign controlled entities into Australian dollars
are brought to account by entries made directly to the foreign currency translation reserve. This reserve is shown net of deferred tax.
Employee Equity-Settled Benefits Reserve
Balance at beginning of the financial year 2,573 751 2,573 751
Options expensed after taxation 4 1,487 2,025 1,487 2,025
Options exercised during the financial year (36) (203) (36) (203)
Balance at the end of the financial year 4,024 2,573 4,024 2,573

The employee equity-settled benefits reserve arises on the grant of share options to Directors and employees. Amounts are transferred out of the reserve and into issued capital when the options are exercised. Further information regarding the Staff Option Plan is contained in note 34.

21 Earnings Per Share

Basic earnings per share
From continuing operations
From discontinued operations
Total basic earnings per share
Diluted earnings per share
From continuing operations
From discontinued operations
Total diluted earnings per share
(a) Basic earnings per share
The earnings and weighted average number of ordinary shares used in the
calculation of basic earnings per share are as follows:
Earnings (i)
Earnings from continuing operations (i)
Weighted average number of ordinary shares for the purposes of basic
earnings per share
(i) Earnings used in the calculation of total basic earnings per share and basic
earnings per share from continuing operations reconciles to net profit in the
income statement as follows:
Net profit
Earnings used in the calculation of basic EPS
Adjustments to exclude profit for the period from discontinued operations
Earnings used in the calculation of basic EPS from continuing operations
2009
2008
Cents per share Cents per share
6.37
11.22
-
5.82
Consolidated
6.37
17.04
6.23
10.79
-
5.59
6.23
16.38
$'000s
$'000s
12,067
31,966
12,067
21,045
Shares
Shares
189,479,588
187,578,226
$'000s
$'000s
12,067
31,966
12,067
31,966
-
(10,921)
12,067
21,045

Page 52 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

21 Earnings Per Share (continued)

(b) Diluted earnings per share
The earnings and weighted average number of ordinary shares used in the
calculation of diluted earnings per share are as follows:
Earnings (ii)
Earnings from continuing operations (ii)
Weighted average number of ordinary shares for the purposes of diluted
earnings per share (iii)
(ii) Earnings used in the calculation of total diluted earnings per share and
diluted earnings per share from continuing operations reconciles to net profit in
the income statement as follows:
Net profit
Earnings used in the calculation of diluted EPS
Adjustments to exclude profit for the period from discontinued operations
Earnings used in the calculation of diluted EPS from continuing operations
(iii) The weighted average number of ordinary shares for the purposes of
diluted earnings per share reconciles to the weighted average number of
ordinary shares used in the calculation of basic earnings per share as follows:
Weighted average number of ordinary shares used in the calculation of basic
EPS
Shares deemed to be issued for no consideration in respect of employee and
Director options
Weighted average number of ordinary shares used in the calculation of diluted
EPS
(iv) The following potential ordinary shares are not dilutive and are therefore
excluded from the weighted average number of ordinary shares for the
purposes of diluted earnings per share:
Chairman's options
Employees share options tranche 3
Employees share options tranche 4
Employees share options tranche 5
Employees share options tranche 6
Employees share options tranche 7
2009
2008
$'000s
$'000s
12,067
31,966
Consolidated
12,067
21,045
Shares
Shares
193,625,987
195,112,068
$'000s
$'000s
12,067
31,966
12,067
31,966
-
(10,921)
12,067
21,045
Shares
Shares
189,479,588
187,578,226
4,146,399
7,533,842
193,625,987
195,112,068
Shares
Shares
1,000,000
-
700,000
-
3,242,668
-
625,000
625,000
500,000
500,000
4,655,000
4,815,000
10,722,668
5,940,000

Page 53 of 83

IMDEX LIMITED

and its controlled entities

NOTES TO THE FINANCIAL REPORT

22 Dividends

Notes
Recognised amounts
Fully paid ordinary shares - interim dividend franked to 30%
(i)
Fully paid ordinary shares - final dividend franked to 30%
(ii)
Unrecognised amounts
Fully paid ordinary shares - final dividend franked to 30%
2009
2009
2008
2008
Cents per
share
Total
$’000
Cents per
share
Total
$’000
1.00
1,839
1.75
3,212
2.25
4,135
1.50
2,722
3.25
5,974
3.25
5,934
-
-
2.25
4,129

(i) The interim, fully franked dividend was paid on 24 March 2009 (2008: 25 March 2008). The record date for determining the entitlement to the interim dividend was 6 March 2009 (2008: 7 March 2008). There are no dividend reinvestment plans in operation.

(ii) The final, fully franked dividend was paid on 31 October 2008 (2008: 2 November 2007). The record date for determining the entitlement to the final dividend was 17 October 2008 (2008: 15 October 2007). There are no dividend reinvestment plans in operation.

Adjusted franking account balance
Impact on franking account of dividends not recognised
Income tax consequences of unrecognised dividends
2009
2008
$'000
$'000
19,652
13,521
Consolidated
-
(1,770)
-
-

23 Commitments for Expenditure

(a) Capital expenditure commitments

At 30 June 2009 the Group had a capital expenditure commitments amounting to $3,344,000. This comprised $3,186,000 for gyro purchases in ITG and software and sundry software and equipment purchase commitments amounting to $158,000. The Company had capital expenditure commitments of $118,000 relating to software purchases.

At 30 June 2008 the Group had a capital expenditure commitments amounting to $927,000. This commitment comprised $475,000 relating to the construction of a PHPA plant at Samchem and $452,000 representing gyro purchase commitments in ITG. The Company had no capital expenditure commitments.

(b) Lease commitment

Hire purchase liabilities and non-cancellable operating lease commitments are disclosed in note 25.

24 Contingent Liabilities and Contingent Assets

There are no contingent liabilities or contingent assets in the current or prior years.

Page 54 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

25 Leases

(a) Hire Purchases

Hire purchase arrangements

Hire purchase arrangements relate to plant and equipment with terms of up to 4 years. The Group has options to purchase the equipment for a nominal amount at the conclusion of the arrangements.

2009
2008
2009
2008
$’000
$’000
$’000
$’000
Hire purchase commitments are payable as follows.
Due:
Within one year
607
- - -
Between one and five years
1,279
- - -
Later than five years
- - - -
Minimum lease payments
1,886
- - -
Less: future finance charges
(222) - - -
1,664 - - -
Current – Note 16
Non current – Note 16
Hire purchase commitments
Minimum future lease payments
Consolidated
Company
Hire purchase liabilities provided for in the Financial Report
2009
2008
2009
2008
$’000
$’000
$’000
$’000
Hire purchase commitments are payable as follows.
Due:
Within one year
607
- - -
Between one and five years
1,279
- - -
Later than five years
- - - -
Minimum lease payments
1,886
- - -
Less: future finance charges
(222) - - -
1,664 - - -
Current – Note 16
Non current – Note 16
Hire purchase commitments
Minimum future lease payments
Consolidated
Company
Hire purchase liabilities provided for in the Financial Report

2009
2008
2009
2008
$’000
$’000
$’000
$’000
485 - - -
1,179 - - -
- - - -
Present value of minimum future lease
payments
Consolidated
Company
1,886
- - -
(222) - - -
1,664 - - -
- - - -
1,664 - - - 1,664 - - -
485 - - -
1,179- - -
1,664 - - -

(b) Operating Leases

Operating leasing arrangements

Operating leases relate to premises and equipment (including motor vehicles) used by the Group in its operations, generally with terms between 2 and 5 years. Some of the operating leases contain options to extend for further periods and an adjustment to bring the lease payments into line with market rates prevailing at that time. The leases do not contain an option to purchase the leased property.

Within one year
Between one and five years
Later than five years
Non-cancellable operating lease payments
2009
2008
2009
2008
$’000
$’000
$’000
$’000
2,662
1,838
424
162
3,661
3,785
221
365
190
1,139
-
-
Consolidated
Company
6,513
6,762
645
527

Page 55 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

26 Subsidiaries

26
Subsidiaries
Ownership Interest
Country of 2009 2008
Notes Incorporation % %
Parent Entity
Imdex Limited (i), (ii), (iii) Australia
Controlled Entities
Australian Mud Company Pty Ltd (ii), (iii) Australia 100 100
Samchem Drilling Fluids & Chemicals (Pty) Ltd South Africa 100 100
Imdex International Pty Ltd (ii), (iii) Australia 100 100
Imdex Sweden AB Sweden 100 100
Reflex Instruments Asia Pacific Pty Ltd (ii), (iii) Australia 100 100
Imdex Technology UK Ltd (formerly Chardec Technology Ltd) United Kingdom 100 100
Reflex Instrument AB Sweden 100 100
Reflex Instrument North America Canada 100 100
Reflex Instrument South America Ltda Chile 100 100
Reflex Instruments Europe Ltd United Kingdom 100 100
Drillhole Surveying Instruments (Pty) Ltd South Africa 100 100
Imdex Technology Sweden AB (formerly Flexit AB) Sweden 100 100
Flexit Australia Pty Ltd (ii) Australia 100 100
Suay Energy Services LLP 27(d) (e) Kazakhstan 100 100
Poly-Drill Drilling Systems Ltd 27(c) Canada 100 100
Imdex South America S.A. 27(f) Chile 100 100
Southernland S.A. 27(f) Chile 100 100
Wildcat Chemicals Australia Pty Ltd (ii), 27(a) Australia 100 -
Imdex Technology Australia Pty Ltd (ii), (iv) Australia 100 -
Flexit Americas Inc (iv) United States of America 100 -
AMC Reflex Argentina S.A. (v) Argentina 100 -
AMC Reflex Peru S.A.C. (v) Peru 100 -
Imdex Technology Germany GmbH (formerly System 27(b) Germany 100 100
Entwicklungs GmbH)

(i) Imdex Limited is the ultimate parent company and is the head entity within the tax consolidated group.

(ii) These companies are part of the Australian tax consolidated group.

(iii) These wholly-owned subsidiaries have entered into a deed of cross guarantee with Imdex Limited pursuant to ASIC Class Order 98/1418 and are relieved from the requirement to prepare and lodge an audited financial report. Australian Mud Company Pty Ltd became a party to the deed on 29 June 2006, Imdex International Pty Ltd on 20 October 2006 and Reflex Instruments Asia Pacific Pty Ltd on 14 September 2007.

(iv) These entities were incorporated on 26 September 2008.

(v) These entities were incorporated on 10 February 2009.

Page 56 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

26 Subsidiaries (continued)

The consolidated income statement of entities which are party to the deed of cross guarantee are:

Other revenue from operations
Total revenue
Other income
Raw materials and consumables used
Employee benefit expenses
Depreciation and amortisation expense
Finance costs
Commissions
Consultancy fees
Legal and professional expenses
Rent and premises costs
Travel and accommodation
Motor vehicle costs
Foreign exchange gain/(loss)
Other expenses
Profit before income tax expense
Income tax expense
Profit for the year from continuing operations
Profit for the year from discontinued operations
Profit for the year
Revenue from sale of goods and operating lease rental
Income Statement
2009
2008
$’000
$’000
86,339
91,161
3,822
3,356
90,161
94,517
6,633
9,615
(46,168)
(42,784)
(15,629)
(11,888)
(3,851)
(3,243)
(2,241)
(1,998)
(115)
(1,259)
(318)
(1,834)
(1,068)
(1,330)
(1,434)
(1,242)
(2,047)
(2,012)
(808)
(655)
(46)
(1,018)
(1,056)
(10,320)
22,013
24,549
(7,324)
(9,127)
14,689
15,422
-
15,855
14,689
31,277

Page 57 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

26 Subsidiaries (continued)

The consolidated balance sheet of entities which are party to the deed of cross guarantee are:

Balance Sheet
Current Assets
Cash and Cash Equivalents
Trade and Other Receivables
Inventories
Other Financial Assets
Other
Total Current Assets
Non Current Assets
Other Financial Assets
Property, Plant and Equipment
Other Intangible Assets
Deferred Tax Asset
Total Non Current Assets
Total Assets
Current Liabilities
Trade and Other Payables
Borrowings
Current Tax Payables
Provisions
Other Current Liabilities
Total Current Liabilities
Non Current Liabilities
Borrowings
Deferred Tax Liabilities
Provisions
Other Non-Current Liabilities
Total Non Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed Capital
Employee Equity-Settled Benefits Reserve
Retained Profits
Total Equity
Retained Profit at the beginning of the financial year
Net Profit
Dividend provided for or paid
Retained Profit at the end of the financial year
2009
2008
$’000
$’000
12,019
7,341
26,190
31,946
13,507
14,214
20,470
51,243
281
30
72,467
104,774
84,757
40,752
6,263
7,216
1,306
1,543
-
130
92,326
49,641
164,793
154,415
10,566
10,293
10,000
11,687
6,530
8,071
1,182
800
2,492
2,687
30,770
33,538
11,500
8,000
492
-
310
558
-
2,717
12,302
11,275
43,072
44,813
121,721
109,602
66,836
64,883
4,024
2,573
50,861
42,146
121,721
109,602
42,146
16,803
14,689
31,277
(5,974)
(5,934)
50,861
42,146

Page 58 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

27 Acquisition of Businesses

(a) Acquisition of entity - Wildcat Chemicals Australia Pty Ltd

With effect from 1 September 2008, Imdex Limited, acquired 100% of the issued share capital of Wildcat Chemicals Australia Pty Ltd (Wildcat), a company incorporated in Australia and operating out of premises north of Brisbane. Wildcat manufacture production and completion chemicals for the oil and gas industry. The numbers presented below have been accounted for using the acquisition method of accounting.

Details of the assets, liabilities and goodwill:
Notes
Trade and other receivables
Inventory
Property, plant and equipment
Trade and other payables
Fair value of net identifiable assets acquired
Goodwill on acquisition
(i)
Total purchase consideration
Consideration in cash and cash equivalents
Less: Cash and cash equivalents acquired
Direct costs relating to the acquisition
(ii)
Total purchase consideration comprises
Book value
Fair value
adjustments
$’000
$’000
427
-
393
-
266
-
(685)
-

Fair value on
acquisition
$’000
427
393
266
(685)
401
-
401
1,501
1,902
1,843
-
59
1,902
Results since
acquisition
$’000

Operating results of Wildcat included in the Consolidated Income Statement of Imdex Limited from acquisition on 1 September 2008 to 30 June 2009:

Revenue
Total expenses
Profit after tax for the period
3,267
(3,045)
222

(i) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire Wildcat. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of Wildcat. These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. There were no acquisition provisions created, nor were there any contingent liabilities assumed in the acquisition. No identifiable intangibles were present in this acquisition.

(ii) The Consolidated Cash Flow Statement for the year ended 30 June 2009 records the payment for the acquisition of Wildcat as $1.9 million being the total consideration including on-costs that was paid in cash in the current year.

(iii) Had the acquisition of Wildcat been effected on 1 July 2008, the beginning of the current year, the Wildcat financial results included in the Imdex consolidated results would have been revenue of approximately $3.9 million and profit of approximately $0.3 million. The results of Wildcat are included in the Drilling Fluids and Chemicals segment. The Board considers these 'pro-forma' numbers to represent an approximate measure of the performance of the combined group on an annualised basis and to provide a reference point for comparison in future periods.

Page 59 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

27 Acquisition of Businesses (continued)

(b) Acquisition of entity - Imdex Technology Germany GmbH (formerly System Entwicklungs GmbH)

With effect from 1 January 2008, Imdex Limited, acquired 100% of the issued share capital of Imdex Technology Germany GmbH (ITG) (formerly System Entwicklungs GmbH), a company incorporated in Germany. ITG manufacture and sell technologically advanced down hole instrumentation for use in the drilling industry from their facility located in Riegel, Germany. The numbers presented below have been accounted for using the acquisition method of accounting.

Details of the assets, liabilities and goodwill:
Notes
Receivables
Inventory
Property, plant and equipment
Technology and customer based intangibles
(i)
Trade and other payables
(v)
Deferred tax
(i)
Fair value of net identifiable assets acquired (other than cash and cash
equivalents)
Goodwill on acquisition
(ii)
Total purchase consideration
Consideration in cash and cash equivalents
Less: Cash and cash equivalents acquired
Direct costs relating to the acquisition
(iii)
Total purchase consideration comprises
Book value
Fair value
adjustments
Fair value on
acquisition
$’000
$’000
$’000
446
-
446
838
-
838
35
-
35
-
5,642
5,642
(1,914)
-
(1,914)
-
(1,693)
(1,693)
Book value
Fair value
adjustments
Fair value on
acquisition
$’000
$’000
$’000
446
-
446
838
-
838
35
-
35
-
5,642
5,642
(1,914)
-
(1,914)
-
(1,693)
(1,693)
(595)
3,949
3,354
10,499
13,853
14,100
(637)
390
13,853
Revenue
Total expenses
Profit after tax for the period
(iv)
Operating results of ITG included in the Consolidated Income Statement of Imdex Limited from acquisition on 1 January 2008
to 30 June 2008:
Results since
acquisition
$’000
2,418
(2,130)
288

(i) Intangible assets of $5.6 million comprise technical knowledge and other know-how as well as customer relationships in existence at the time of acquisition. Deferred tax of $1.7 million was raised on these balances. These intangibles have been valued by independent valuation professionals using the replacement cost and relief-from-royalty methods. Data inputs into the model were derived from internal management budgets. Intangible assets are being amortised over their estimated useful lives of between 1 and 10 years.

(ii) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire ITG. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of ITG. These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. There were no acquisition provisions created, nor were there any contingent liabilities assumed in the acquisition.

(iii) The Consolidated Cash Flow Statement for the year ended 30 June 2008 records the payment for the acquisition of ITG as $13.9 million being the total consideration of $14.1 million above plus direct costs of $0.4 million and less $0.6 million of cash and cash equivalents acquired.

(iv) Had the acquisition of ITG been effected on 1 July 2007, the beginning of the prior financial year and assuming all units were sold and none rented, the ITG financial results included in the Imdex consolidated results would have been revenue of approximately $4.8 million and profit of approximately $0.6 million. The results of ITG are included in the Down Hole Instrumentation segment. The Board considers these 'pro-forma' numbers to represent an approximate measure of the performance of the combined group on an annualised basis and to provide a reference point for comparison in future periods.

(v) Included in Trade and Other Payables above is an amount due to the vendors of ITG of EUR 0.4 million (A$0.7 million) at 30 June 2009.

Page 60 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

27 Acquisition of Businesses (continued)

(c) Acquisition of entity - Poly-Drill Drilling Systems Limited

With effect from 1 July 2007, Imdex Limited, acquired 100% of the issued share capital of Poly-Drill Drilling Systems Limited (Poly-Drill), a company incorporated in Canada. Poly-Drill undertake the manufacture and sale of polymer based drilling fluids as well as various solids control activities from Calgary, Canada. The numbers presented below have been accounted for using the acquisition method of accounting.

Details of the assets, liabilities and goodwill:
Book value
Fair value
adjustments
Notes
$’000
$’000
Inventory
178
-
Property, plant and equipment
150
-
Trade and other payables
(696)
-
Fair value of net identifiable assets acquired (other than cash and cash
equivalents)
(368)
-
Goodwill on acquisition
(i)
Total purchase consideration
Consideration in cash and cash equivalents
Less: Cash and cash equivalents acquired
Issue of ordinary shares
(ii), 19
Direct costs relating to the acquisition
(iii)
Revenue
Total expenses
Profit after tax for the period
Operating results of Poly-Drill included in the Consolidated Income Statement of Imdex Limited from acquisition on 1 July 2007
to 30 June 2008:
Total purchase consideration comprises
Book value
Fair value
adjustments
$’000
$’000
178
-
150
-
(696)
-

Fair value on
acquisition
$’000
178
150
(696)
(368)
3,369
3,001
1,849
(673)
1,750
75
3,001
Results since
acquisition
$’000
2,727
(2,422)
305

(i) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire Poly-Drill. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of Poly-Drill. These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. There were no acquisition provisions created, nor were there any contingent liabilities assumed in the acquisition.

(ii) Comprised the issue of 1,212,751 fully paid ordinary shares in Imdex Limited at $1.443 per share. The issue price of the shares was determined using the closing weighted average share price over the 5 business days prior to 1 July 2007. These shares will be held in voluntary escrow for a period of 12 months from 1 July 2007. The issue of shares was approved by shareholders at the Annual General Meeting on 19 October 2007.

(iii) The Consolidated Cash Flow Statement for the year ended 30 June 2008 records the payment for the acquisition of Poly-Drill as $0.9 million being the total consideration of $3.0 million above less $1.8 million settled in shares and $0.3 million paid in the previous year.

Page 61 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

27 Acquisition of Businesses (continued)

(d) Acquisition of initial 75% of entity - Suay Energy Services LLP

With effect from 1 July 2007 Imdex Limited acquired 75% of the issued share capital of Suay Energy Services LLP (Suay), a company incorporated in Kazakhstan. The purchase of Suay is complementary to the existing drilling fluids and chemicals businesses of Imdex. Suay provide drilling fluids and chemicals to the Kazakhstan oilfields in the Caspian Sea region. The numbers presented below have been accounted for using the acquisition method of accounting.

Details of the assets, liabilities and goodwill:
Book value
Fair value
adjustments
Notes
$’000
$’000
Trade and other receivables
123
-
Inventory
317
-
Property, plant and equipment
43
-
Trade and other payables
(420)
-
Fair value of net identifiable assets acquired (other than cash and cash
equivalents)
63
-
Goodwill on acquisition
(i)
Less: Minority interests
Total purchase consideration
Consideration in cash and cash equivalents
Direct costs relating to the acquisition
(ii)
Revenue
Total expenses
Profit after tax for the period
Operating results of Suay included in the Consolidated Income Statement of Imdex Limited from acquisition on 1 July 2007 to
30 June 2008:
Total purchase consideration comprises
Book value
Fair value
adjustments
$’000
$’000
123
-
317
-
43
-
(420)
-

Fair value on
acquisition
$’000
123
317
43
(420)
63
505
(16)
552
473
79
552
Results since
acquisition
$’000
2,108
(1,963)
145

(i) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire a 75% interest in Suay. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of Suay. These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. There were no acquisition provisions created, nor were there any contingent liabilities assumed in the acquisition.

(ii) The Consolidated Cash Flow Statement for the year ended 30 June 2008 records the payment for the acquisition of Suay as $0.2 million being the total consideration of $0.6 million above less $0.4 million paid in the previous year.

Page 62 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

27 Acquisition of Businesses (continued)

(e) Acquisition of minority interest - Suay Energy Services LLP

With effect from 30 June 2008 Imdex Limited acquired the remaining 25% of the issued share capital of Suay Energy Services LLP (Suay) from the minority shareholders. The original 75% of the issued share capital of Suay was purchased with effect from 1 July 2007, refer note 27(d). The numbers presented below have been accounted for using the acquisition method of accounting.

Details of the assets, liabilities and goodwill:
Notes
Cash and cash equivalents
Trade and other receivables
Inventory
Property, plant and equipment
Trade and other payables
Fair value of net identifiable assets acquired
25% thereof
Goodwill on acquisition
(i)
Total purchase consideration
Consideration in cash and cash equivalents
Issue of ordinary shares
(ii)
Direct costs relating to the acquisition
(iii)
Total purchase consideration comprises
Book value
Fair value
adjustments
$’000
$’000
10
-
494
-
572
-
212
-
(1,106)
-

Fair value on
acquisition
$’000
10
494
572
212
(1,106)
182
-
182
46
761
807
500
278
29
807

(i) Although Imdex Limited already controlled Suay, an additional goodwill amount became payable on the acquisition of the remaining 25% due to growth in the business and future prospects as well as a premium to obtain complete 100% control. These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. There were no acquisition provisions created, nor were there any contingent liabilities assumed in the acquisition.

(ii) Comprised the issue of 168,530 fully paid ordinary shares in Imdex Limited. These shares had a fair value of $1.65 per share, being the closing market price at 30 June 2008. These shares were issued on 1 July 2008 and are not subject to escrow. The issue of these shares is not required to be formally approved by shareholders as they fall below the 15% threshold level.

(iii) The purchase consideration of $0.8 million was paid on 1 July 2008 and is shown in the Consolidated Cash Flow Statement for the year ended 30 June 2009.

Page 63 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

27 Acquisition of Businesses (continued)

(f) Acquisition of entity - Southernland S.A.

On 1 November 2007 Imdex South America S.A., a newly incorporated wholly owned subsidiary of Imdex Limited, settled the purchase of 100% of the issued share capital of Southernland S.A. (Southernland), a company incorporated in Chile. The acquisition was structured under a mandate so as to entitle the Group to the profits from 1 July 2007 onwards. Southernland manufacture and supply drilling fluids and chemicals to the Latin American market, complementing the existing fluids and chemicals businesses of Imdex and providing access to new geographic markets. The numbers presented below have been accounted for using the acquisition method of accounting.

Details of the assets, liabilities and goodwill:
Book value
Fair value
adjustments
Notes
$’000
$’000
Trade and other receivables
538
-
Inventory
273
-
Property, plant and equipment
83
-
Trade and other payables
(474)
-
Fair value of net identifiable assets acquired (other than cash and cash
equivalents)
420
-
Goodwill on acquisition
(i)
Total purchase consideration
Consideration in cash and cash equivalents
Less: Cash and cash equivalents acquired
Issue of ordinary shares
(ii), 19
Direct costs relating to the acquisition
(iii)
Revenue
Total expenses
Profit after tax for the period
Operating results of Southernland included in the Consolidated Income Statement of Imdex Limited from 1 July 2007 to 30
June 2008:
Total purchase consideration comprises
Book value
Fair value
adjustments
$’000
$’000
538
-
273
-
83
-
(474)
-

Fair value on
acquisition
$’000
538
273
83
(474)
420
2,413
2,833
1,413
(87)
1,387
120
2,833
Results since
acquisition
$’000
3,062
(2,616)
446

(i) Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire Southernland. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of Southernland. These benefits are not recognised separately from goodwill as the future economic benefits arising from them cannot be reliably measured. There were no acquisition provisions created, nor were there any contingent liabilities assumed in the acquisition.

(ii) Comprised the issue of 723,679 fully paid ordinary shares in Imdex Limited at $1.9163 per share. The issue price of the shares was determined using the closing weighted average share price over the 5 business days prior to 1 November 2007. These shares were held in voluntary escrow for a period of 24 months from 1 November 2007. The issue of these shares is not required to be formally approved by shareholders as this issue falls below the 15% threshold level.

(iii) The Consolidated Cash Flow Statement for the year ended 30 June 2008 records the payment for the acquisition of Southernland as $1.4 million being the total consideration of $2.8 million above less $1.4 million paid in shares.

(g) Acquisition of entity - Imdex Technology UK Ltd (formerly Chardec Consultants Ltd)

On 31 July 2008 the second of three deferred acquisition payments and earn out, being GBP 1.5 million ($3.1 million), was paid. The first deferred acquisition payment of GBP 2.2 million ($5.1 million) was paid on 31 July 2007. The third and final payment of GBP 1 million is due on 31 July 2009. Refer note 35 for details of payment made post year end.

Page 64 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

28 Segment Information

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise income earning assets and interest revenue, interest bearing loans, borrowings and expenses, and corporate assets and expenses. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period.

Business Segments

The Group comprises the following business segments which are based on the Group's internal management reporting system:

(i) Down Hole Instrumentation: This segment comprises the manufacture, sale and rental of down hole instrumentation. Until 31 October 2007 this division also provided down hole surveying, geophysical logging and directional drilling services through its Surtron business which was sold on that date; and

(ii) Drilling Fluids and Chemicals: This segment comprises the manufacture and supply of drilling fluids and chemicals to the mining, mineral exploration, oil and gas and water well drilling industries.

Geographical Segments

The Group operates in the following geographical segments which are based on the Group's internal management reporting system:

(i) Asia Pacific: Manufacture and sale of drilling fluids and chemicals; sale and rental of down hole instrumentation

(ii) Europe: Manufacture, sale and rental of down hole instrumentation

(iii) Africa: Manufacture and sale of drilling fluids and chemicals; sale and rental of down hole instrumentation

(iv) Americas: Manufacture and sale of drilling fluids and chemicals; sale and rental of down hole instrumentation

Primary reporting: Business Segments

(a) Segment Revenues

Drilling Fluids and Chemicals
Down Hole Instrumentation
Total of all segments
Unallocated
Total revenue - all operations
(b) Segment Results
Continuing operations
Drilling Fluids and Chemicals
Down Hole Instrumentation
Total of all segments
Eliminations
Unallocated
Profit before tax
Income tax expense
Discontinued operations
Drilling Fluids and Chemicals
Down Hole Instrumentation
Total of all segments
Eliminations
Unallocated
Profit before tax
Income tax expense
Discontinued operation - Surtron (note 29)
Profit attributable to ordinary equity holders of Imdex Limited
Profit for the year from discontinued operations
Total revenue - continuing operations
Profit for the year from continuing operations
2009
2008
$'000
$'000
91,687
85,711
45,281
56,298
136,968
142,009
2,024
1,900
138,992
143,909
-
6,584
138,992
150,493
10,315
13,981
8,731
21,221
19,046
35,202
-
-
(850)
(3,317)
18,195
31,885
(6,128)
(10,804)
12,067
21,081
-
-
-
13,347
-
13,347
-
-
-
-
-
13,347
-
(2,426)
-
10,921
12,067
32,002

Page 65 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

28 Segment Information (continued)

(c) Segment Assets and Liabilities

Drilling Fluids and Chemicals
Down Hole Instrumentation
Total of all segments
Unallocated
Consolidated
2009
2008
2009
2008
$'000
$'000
$'000
$'000
62,999
54,194
7,941
12,895
90,349
101,361
15,640
18,973
Assets
Liabilities
153,348
155,555
23,581
31,868
20,470
17,508
34,039
35,552
173,818
173,063
57,620
67,420

(d) Other segment information

Drilling Fluids and Drilling Fluids and Down Hole Unallocated Unallocated Total
Chemicals Instrumentation
2009 2008 2009 2008 2009 2008 2009 2008
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Depreciation 836 229 2,295 3,306 187 198 3,318 3,733
Amortisation - - 6,535 6,055 - - 6,535 6,055
Acquisition of segment assets 3,226 1,408 4,279 3,768 236 42 7,741 5,218
Significant non cash expenses other
than depreciation and amortisation 1,041 1,418 446 608 194 404 1,681 2,430

Secondary Reporting: Geographical Segments

Asia Pacific
Europe
Africa
Americas
Total
2009
2008
2009
2008
2009
2008
$'000
$'000
$'000
$'000
$'000
$'000
77,659
83,485
101,675
112,298
2,934
1,405
8,185
8,207
49,439
42,380
2,033
862
23,209
28,710
8,287
10,615
1,084
1,729
29,939
30,091
14,417
7,770
1,690
1,222
Segment assets
Acquisition of segment
assets
Revenue from external
customers
138,992
150,493
173,818
173,063
7,741
5,218

Page 66 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

29 Discontinued Operations

Effective 31 October 2007, the Group disposed of 100% of its shares in Surtron Technologies Pty Ltd, Surtron Technologies UK Ltd and Surtron Technologies US Inc, collectively known as the Surtron business. The disposal was part of the Group's decision to focus its efforts on the core competencies of selling drilling fluids and selling and renting down hole instrumentation. The financial results of the Surtron business up to the date of disposal included in the Group results are summarised below.

Profit from discontinued operations Consolidated
4 months ended
31 Oct 2007
$’000
Revenue
Expenses
Profit before income tax
Income tax expense
Profit after income tax of discontinued operations
Gain on sale of the entities before income tax
Income tax expense
Gain on sale of the entities after income tax
Profit from discontinued operations
Cash flows from discontinued operations
Net cash (outflow)/inflow from ordinary activities
Net cash inflow from investing activities (including the proceeds from the sale of
the entities)
Net cash inflow from financing activities
6,584
(5,376)
1,208
(207)
1,001
12,139
(2,219)
9,920
10,921
(1,737)
20,002
1,121
19,386
The assets and liabilities of Surtron at the date of disposal were as follows:
Carrying amounts of assets and liabilities
Consolidated
31 Oct 2007
$’000
Cash and cash equivalents
Trade and other debtors
Inventories
Deferred tax asset
Property, plant and equipment
Total assets
Intercompany balances
Trade and other creditors
Hire purchase liabilities
Employee entitlements
Total liabilities
Net assets
1,873
4,382
306
221
6,528
13,310
(2,612)
(2,590)
(2,300)
(686)
(8,188)
5,122
Details of the sale of the entities
Consideration received:
Consolidated
4 months ended
31 Oct 2007
$’000
Cash received
Carrying amount of net assets sold (net of intercompany balances)
Costs of disposal
Gain on sale before income tax
Income tax expense
Gain on sale after income tax
20,002
(7,734)
(129)
12,139
(2,219)
9,920

Page 67 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

30 Related Party Disclosures

(a) Equity interests in related parties

Details of the percentage ownership of subsidiaries and the wholly owned Group is set out in note 26. The wholly owned Group consists of Imdex Limited and its wholly owned subsidiaries.

(b) Transactions with key management personnel

(i) Key management personnel compensation

Details of key management personnel compensation is set out in note 33.

(ii) Loans to key management personnel

No loans were made during the current or prior years to key management personnel or their related parties.

(iii) Key management personnel equity holdings

2009
Mr I F Burston
Mr B W Ridgeway
Mr R W Kelly
Mr K A Dundo
Mr M Lemmel
Mr G E Weston
Mr D J Loughlin
Mr P J Mander *
Mr P A Evans
Balance at
1 July 2008
Granted as
compensation
Received on
exercise of
options
Inception as key
management
person
Net other
change ^
Balance at
30 June 2009
Balance held
nominally
No.
No.
No.
No.
No.
No.
No.
343,786
-
-
-
50,000
393,786
-
3,500,000
-
-
-
-
3,500,000
-
290,000
-
-
-
90,000
380,000
-
300,000
-
-
-
-
300,000
-
447,347
-
-
-
351,920
799,267
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,000
-
-
-
35,000
45,000
-
4,891,133
-
-
-
526,920
5,418,053
-
    • Mr P J Mander became a Key Management Person when he was appointed to the position of General Manager: Fluids and Chemicals (Minerals) Division on 1 September 2008. Disclosures above relate only to the period when in office.

^ - represent on market transactions

2008
Mr I F Burston
Mr B W Ridgeway
Mr R W Kelly
Mr K A Dundo
Mr M Lemmel
Mr G E Weston
Mr D J Loughlin
Mr P A Evans
Balance at
1 July 2007
Granted as
compensation
Received on
exercise of
options
Cession as key
management
person
Net other
change ^
Balance at
30 June 2008
Balance held
nominally
No.
No.
No.
No.
No.
No.
No.
260,000
-
-
-
83,786
343,786
-
3,500,000
-
-
-
-
3,500,000
-
265,000
-
-
-
25,000
290,000
-
300,000
-
-
-
-
300,000
-
400,000
-
-
-
47,347
447,347
-
-
-
500,000
-
(500,000)
-
-
10,000
-
-
-
(10,000)
-
-
5,000
-
-
-
5,000
10,000
-
4,740,000
-
500,000
-
(348,867)
4,891,133
-

^ - represent on market transactions

Page 68 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

30 Related Party Disclosures (continued)

(iv) Share options issued by Imdex Limited

2009
Mr I F Burston
Mr B W Ridgeway
Mr R W Kelly
Mr K A Dundo
Mr M Lemmel
Mr G E Weston
Mr D J Loughlin
Mr P J Mander *
Mr P A Evans
Balance at
1 July 2008
Granted as
compensation
Exercised
Inception as
key
management
person
Balance at
30 June
2009
Vested but
not
exercisable
Vested and
exercisable
Options
vested
during year
No.
No.
No.
No.
No.
No.
No.
No.
1,000,000
-
-
-
1,000,000
-
1,000,000
1,000,000
2,000,000
-
-
-
2,000,000
-
2,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,500,000
-
-
-
2,500,000
-
2,166,666
500,000
500,000
-
-
-
500,000
-
333,333
166,667
-
-
-
150,000
150,000
-
50,000
50,000
500,000
-
-
-
500,000
-
266,667
166,667
6,500,000
-
-
150,000
6,650,000
-
5,816,666
1,883,334
    • Mr P J Mander became a Key Management Person when he was appointed to the position of General Manager: Fluids and Chemicals (Minerals) Division on 1 September 2008. Disclosures above relate only to the period when in office.
2008
Mr I F Burston
Mr B W Ridgeway
Mr R W Kelly
Mr K A Dundo
Mr M Lemmel
Mr G E Weston
Mr D J Loughlin
Mr P A Evans
Balance at
1 July 2007
Granted as
compensation
Exercised
Cession as key
management
person
Balance at
30 June
2008
Vested but
not
exercisable
Vested and
exercisable
Options
vested
during year
No.
No.
No.
No.
No.
No.
No.
No.
1,000,000
-
-
-
1,000,000
-
-
-
2,000,000
-
-
-
2,000,000
-
2,000,000
2,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,500,000
500,000
(500,000)
-
2,500,000
-
1,666,667
1,000,000
500,000
-
-
-
500,000
-
166,667
166,667
300,000
200,000
-
-
500,000
-
100,000
100,000
6,300,000
700,000
(500,000)
-
6,500,000
-
3,933,334
3,266,667

No options were granted to key management personnel in the current year. Options granted to G E Weston and P A Evans during the prior financial year were made in accordance with the Staff Option Plan, as further described in note 34. Each share option converts into 1 ordinary share of Imdex Limited. No amounts were paid, or are payable, by the recipient on receipt of the option. The options issued to G E Weston and P A Evans are exercisable in one third lots at the end of each of the first three years during their life.

A total of 500,000 options were exercised by key management personnel during the prior year. The exercise price was 20c per share. No amounts remain unpaid on the options exercised.

Page 69 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

30 Related Party Disclosures (continued)

(v) Other transactions with key management personnel (and their related parties) of Imdex Limited

(a) Mr K A Dundo is a Partner of the legal firm QLegal, that provided legal services to the Imdex Group on normal commercial terms and conditions. Total legal costs arising from QLegal were $251,081 (2008: $216,202)

  • (b) Transactions with Directors
Note
v(a)
v(a)
Current Liabilities
v(a)
Legal services expense
Profit from ordinary activities before income tax
includes the following items of income and expenses
relating to transactions, other than compensation, with
Directors or their related entities:
Total assets arising from transactions, other than
compensation, with Directors or their related entities:
Total assets and liabilities arising from transactions,
other than compensation, with Directors or their related
entities:
Goodwill and intercompany loans (parent: acquisition
costs)
2009
2008
2009
2008
$
$
$
$
193,865 134,314 193,865 134,314
Company
Consolidated
57,216 81,888 57,216 81,888
41,420
3,573 41,420 3,573

(c) Transactions with other related parties

(i) Transactions within the wholly-owned Group

Details of dividend revenue received by the ultimate parent entity is disclosed in note 4. Amounts receivable from entities in the whollyowned Group are disclosed in note 9. During the financial year Imdex Limited provided management services amounting to $9,361,401 (2008: $6,671,293) to entities in the wholly-owned Group as disclosed in note 4.

(d) Parent entity

The ultimate parent entity in the Group is Imdex Limited, a Company incorporated in Western Australia.

Page 70 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

31 Notes to the Cash Flow Statement

(a) Reconciliation of cash and cash equivalents

For the purposes of the Cash Flow Statement, cash and cash equivalents includes cash on hand and in banks and investment in money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the year as shown in the Cash Flow Statement is reconciled to the related items in the balance sheet as follows:

Cash and cash equivalents
Bank overdraft
2009
2008
2009
2008
$’000
$’000
$’000
$’000
11,975
13,276
1,455
869
-
-
-
-
Consolidated
Company
11,975
13,276
1,455
869

Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. The fair value of cash and cash equivalents is $11,975,244 (2008: $13,275,763)

(b) Non cash financing and investing activities

During the year the Group acquired equipment under a finance lease of $1.8 million (2008: $0.7 million). This equipment acquisition will be reflected in the cash flow cash flow statement over the term of the finance lease via lease repayments.

(c) Reconciliation from the Profit for the Year to Net Cash Provided by Operating Activities

Profit for the year
Adjustments for non-cash and non-operational items
Depreciation of non-current assets
Amortisation of intangible assets
Non-cash interest on deferred payments
Interest earned on intercompany accounts
Dividends received disclosed as investing activities
Interest received disclosed as investing activities
Share options expensed
Loss / (profit) on sale of non-current assets
Interest on hire purchase liabilities
Fair value adjustment on interest rate cap
Profit on sale of Surtron before tax
Changes in assets and liabilities during the financial year
(Increase) / decrease in assets:
Current receivables
Current inventories
Other current assets
Increase / (decrease) in liabilities:
Current payables
Provision for employee entitlements
Current tax liability
Deferred tax balances
Net Cash Provided by / (used in) Operating Activities
2009
2008
2009
2008
$’000
$’000
$’000
$’000
12,067
32,002
8,516
16,325
3,318
3,733
187
198
6,535
6,055
-
-
194
404
-
-
-
-
(1,861)
(1,678)
-
-
(7,500)
(3,378)
(119)
(451)
(56)
(212)
1,487
2,025
1,487
2,025
86
(91)
(41)
-
53
66
-
3
229
10
229
10
-
(12,139)
-
(17,245)
8,129
(10,096)
(4,842)
(3,454)
(5,321)
(6,577)
-
-
(307)
(976)
(2)
23
(5,365)
(2,132)
133
258
340
556
359
143
(3,524)
(121)
(394)
(5,797)
(1,627)
(2,011)
405
(590)
Consolidated
Company
16,175
10,257
(3,380)
(13,369)

Page 71 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

31 Notes to the Cash Flow Statement (continued)

(d) Financing facilities
Total facilities available
Bank loan
Commercial bills
Equipment finance facility
Multi option facility (including bank overdraft)
Facilities utilised at balance sheet date
Bank loan
Commercial bills
Equipment finance facility
Multi option facility (including bank overdraft)
Facilities not utilised at balance sheet date
Bank loan
Commercial bills
Equipment finance facility
Multi option facility (including bank overdraft)
2009
2008
2009
2008
$’000
$’000
$’000
$’000
8,383
13,148
-
-
24,500
17,000
24,500
17,000
2,177
76
2,177
76
220
2,020
220
2,020
Consolidated
Company
35,280
32,244
26,897
19,096
8,383
13,148
-
-
21,500
17,000
21,500
17,000
-
-
-
-
-
-
-
-
29,883
30,148
21,500
17,000
-
-
-
-
3,000
-
3,000
-
2,177
76
2,177
76
220
2,020
220
2,020
5,397
2,096
5,397
2,096

32 Financial Instruments

(a) Capital Risk Management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 16, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in notes 19 and 20. Management and the Board review the capital structure regularly. The treasury function present regular updates to the Board. As a part of these reviews management considers the cost of capital and the risks associated with each class of capital. Based on the outcome of these reviews the Group will balance its overall capital structure through payment of dividends and issue of new shares as well as the issue of new debt or repayment of existing debt. The Board does not have a specific optimum gearing target other than to maintain a competitive weighted average cost of capital.

The Group’s overall capital management strategy remains unchanged from prior years.

(b) Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.

(c) Categories of financial instruments

Consolidated Consolidated Company Company
2009 2008 2009 2008
$ 000s $ 000s $ 000s $ 000s
Financial Assets
Cash and cash equivalents 11,975 13,276 1,455 869
Loans and receivables 35,707 45,087 80,406 75,791
At fair value through profit and loss - 229 - 229
Financial Liabilities
Amortised cost 46,808 52,074 22,666 18,811

Page 72 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

32 Financial Instruments (continued)

(d) Financial risk management objectives

The Group’s treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk and fair value interest rate risk), credit risk, liquidity risk and cash flow interest rate risk.

The Group seeks to minimise the effects of these risks by using natural hedges where possible and derivative financial instruments to hedge remaining risk exposures where the benefit of the hedge outweighs the cost. The use of financial derivatives is governed by the Group’s treasury policies which are approved by the Board of Directors. These policies describe the Group’s policies with respect to foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. The Group does not enter into or trade financial instruments, including derivative financial instruments for speculative purposes. The only derivative instrument in operation at year end is an interest rate cap as described in note (g) below.

(e) Market risk

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (note (f) below) and interest rates (note (g) below). The Group monitors its exposure to these risks on a regular basis and enters into derivative financial instruments to manage these risks where appropriate. The only derivative financial instrument currently being used is an interest rate cap. At a Group and at a company level market risk exposures are measured by sensitivity analyses and scenario modelling.

There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk.

(f) Foreign currency risk management

The Group undertakes certain transactions denominated in foreign currencies, hence exposures to foreign exchange rate fluctuations arise. Exchange rate exposures are managed with the use of natural hedges where possible and with the use of financial instruments where benefit outweighs cost within approved policy parameters. During the current and prior year no financial instruments were used to manage foreign exchange risk.

The carrying amount of the Group’s foreign currency denominated monetary assets and liabilities at the reporting date is as follows:

Liabilities Assets
2009 2008 2009 2008
$ 000s $ 000s $ 000s $ 000s
United States Dollars 1,234 487 12,148 14,045
South African Rand 1,274 1,770 3,806 3,782
Canadian Dollars 390 44 2,057 4,222
Swedish Kroner 8,495 13,564 3,176 3,975
British Pound 5,165 4,953 2,984 401
European Dollar 204 728 3,056 416
Chilean Pesos 195 2,040 1,453 2,745
Other - mostly Kazakhstani Tenge 59 786 819 459

Foreign currency sensitivity

The Group is mainly exposed to United States Dollars, Swedish Kroner, Canadian Dollars, British Pounds, European Dollars and South African Rand.

The following table details the Group’s sensitivity to a 5% (2008: 2%) increase and decrease in the Australian Dollar against the relevant foreign currencies. The sensitivity rate of 5% (2008: 2%) is the rate used when performing regular reporting on foreign currency risk internally. Foreign exchange risk is reported regularly to key management personnel and the Board. The estimated movement of 5% (2008: 2%) represents management’s assessment of the possible change in foreign currency exchange rates which is based on regular forecasts received from major lending institutions. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjust their translation at the period end for a 5% (2008: 2%) change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the denomination of the loan is in a currency other than the currency of the lender or the borrower. A positive number indicates an increase in profit or loss and other equity where the Australian Dollar strengthens against the respective currency. For a weakening of the Australian Dollar against the respective currency there would be an equal and opposite impact on the profit and other equity, and the balances below would carry the opposite sign.

Page 73 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

32 Financial Instruments (continued)

(f) Foreign currency risk management (continued)

==> picture [481 x 219] intentionally omitted <==

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

United States Dollar Impact South African Rand Impact
Consolidated Company Consolidated Company
2009 2008 2009 2008 2009 2008 2009 2008
$ 000's $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's
Profit or (loss) (546) (271) - - (i) (127) (40) - - (i)
Other equity - - - - (ii) - - - - (ii)
Swedish Kroner Impact Canadian Dollar Impact
Consolidated Company Consolidated Company
2009 2008 2009 2008 2009 2008 2009 2008
$ 000's $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's
Profit or (loss) 266 192 - - (i) (83) (84) - - (i)
Other equity - - - - (ii) - - - - (ii)
British Pound European Dollar
Consolidated Company Consolidated Company
2009 2008 2009 2008 2009 2008 2009 2008
$ 000's $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's $ 000's
Profit or (loss) 109 91 - - (i) (143) 6 - - (i)
Other equity - - - - (ii) - - - - (ii)
----- End of picture text -----

(i) Profit and loss impacts are mainly attributable to exposure on outstanding receivables and payables at year end denominated in the applicable foreign currency

(ii) Equity movements are attributable to the net investment in a foreign operation denominated in the applicable foreign currency

(g) Interest rate risk management

The Company and the Group are exposed to interest rate risk as entities in the Group borrow funds at floating interest rates. Interest rate risk is managed within defined treasury policy guidelines. This is achieved by the Group by maintaining an appropriate mix between fixed and floating rate borrowings and by the use of an interest rate cap to limit the maximum exposure to interest rate rises on part of Group debt.

The Company and the Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

Interest rate sensitivity

The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the possible changes in interest rates based on consultation with appropriately qualified financial professionals.

Group sensitivity

At reporting date, if interest rates had been 100 basis points higher and all other variables were held constant, the Group’s net profit would decrease by $0.3 million (2008: 0.2 million). There would be a nil impact on equity other than via profit. A 100 basis point decrease in interest rates, holding all other variables constant would yield an increase in the Group’s net profit of $0.3 million (2008: $0.3 million). This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings. The profit increase / decrease effect in the prior year is not symmetrical due to the presence of an interest rate cap which limits the Group’s maximum exposure to interest rates on $10 million of its debt. This effect is symmetrical in the current year as the interest cap maximum threshold is not being exceeded.

Page 74 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

32 Financial Instruments (continued)

(g) Interest rate risk management (continued)

Company sensitivity

At reporting date, if interest rates had been 100 basis points higher and all other variables were held constant, the Company’s net profit would decrease by $0.2 million (2008: $0.1 million). There would be a nil impact on equity other than via profit. A 100 basis point decrease in interest rates, holding all other variables constant would yield an increase in the Company’s net profit of $0.2 million (2008: $0.2 million). This is mainly attributable to the Company’s exposure to interest rates on its variable rate borrowings. The profit increase / decrease effect is not symmetrical in the prior year due to the presence of an interest rate cap which limits the Group’s maximum exposure to interest rates on $10 million of its debt. This effect is symmetrical in the current year as the interest cap maximum threshold is not being exceeded.

Interest rate cap

On 1 January 2008 the Company entered into an interest rate cap arrangement for a 3 year period. This interest rate cap, costing $0.2 million, enabled the Company to limit the maximum exposure to interest rate movements on $10 million of its debt to 7% per annum. At 30 June 2009 this interest rate cap had a fair value of nil (30 June 2008: $0.2 million). (note 9) These fair values have been determined by seeking market valuations at year end for an interest rate cap with identical terms that terminates on 31 December 2011.

(h) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are monitored on a weekly basis and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed regularly by management.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

The Group does not have any significant credit risk exposure to any single counterparty or group of counterparties having similar characteristics. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Group’s maximum exposure to credit risk without taking account of the value of collateral obtained. At 30 June 2009 no such collateral had been obtained. (30 June 2008 : nil)

(i) Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, who monitor short, medium and long term liquidity requirements through the use of financial models. The treasury function reports regularly to key management personnel and the Board on matters affecting liquidity risk. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Included in note 31(d) is a listing of additional undrawn facilities that the Company/Group has at its disposal to further reduce liquidity risk.

Page 75 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

32 Financial Instruments (continued)

(i) Liquidity risk management (continued)

Liquidity and interest risk tables

The following tables detail the Company’s and the Group’s remaining contractual maturity for its non–derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. The adjustment column represents the possible future cash flows attributable to the instrument included in the maturity analysis which are not included in the carrying amount of the financial liability on the balance sheet.

Consolidated

Weighted average
0-3 months
3 months to 1 1-5 years 5+ years
effective interest year
rate
% $’000 $’000 $’000 $’000
2009
Non-interest bearing - 8,877 6,384 - -
Finance lease liability 7.89% 152 455 1,279
Variable interest rate
instruments 4.57% 9,011 5,267 18,387 -
18,040 12,106 19,666 -
2008
Non-interest bearing - 10,948 8,261 2,717 -
Finance lease liability - - - - -
Variable interest rate
instruments 8.20% 2,101 12,788 19,606 -
13,049 21,049 22,323 -
Company
Weighted average
0-3 months
3 months to 1 1-5 years 5+ years
effective interest year
rate
% $’000 $’000 $’000 $’000
2009
Non-interest bearing - 583 583
Finance lease liability - - - - -
Variable interest rate
instruments 5.09% 8,020 3,004 12,872 -
8,603 3,587 12,872 -
2008
Non-interest bearing - 906 905 - -
Finance lease liability - - - - -
Variable interest rate
instruments 9.70% 908 9,256 9,584 -
1,814 10,161 9,584 -

Page 76 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

32 Financial Instruments (continued)

(i) Liquidity risk management (continued)

The following tables detail the Company’s and the Group’s remaining contractual maturity for its non–derivative financial assets. The tables have been drawn up based on the undiscounted cash flows of financial assets including interest that will be earned on those assets except where the Company/Group anticipates that the cash flow will occur in a different period. The adjustment column represents the possible future cash flows attributable to the instrument included in the maturity analysis which are not included in the carrying amount of the financial asset on the balance sheet.

Consolidated

Weighted average
0-3 months
3 months to 1 1-5 years 5+ years
effective interest year
rate
% $’000 $’000 $’000 $’000
2009
Non-interest bearing - 23,367 - - -
Variable interest rate
instruments 2.75% 11,975 - - -
Fixed interest rate instruments
13.50% - 12,340 - -
35,342 12,340 - -
2008
Non-interest bearing - 32,079 - - -
Variable interest rate
instruments 4.40% 13,276 - - -
Fixed interest rate instruments
13.50% - 13,008 - -
45,355 13,008 - -
Company
Weighted average
0-3 months
3 months to 1 1-5 years 5+ years
effective interest year
rate
% $’000 $’000 $’000 $’000
2009
Non-interest bearing - 5,836 - - 62,230
Variable interest rate
instruments 2.75% 1,455 - - -
Fixed interest rate instruments
13.50% - 12,340 - -
7,291 12,340 - 62,230
2008
Non-interest bearing - 2,401 - - 60,382
Variable interest rate
instruments 4.40% 869 - - -
Fixed interest rate instruments
13.50% - 13,008 - -
3,270 13,008 - 60,382

The following table details the Company’s and Group’s liquidity analysis for its derivative financial instrument. The table has been drawn up based on the undiscounted gross cash inflows / (outflows) since derivative financial instrument, being the interest rate cap, settles on a gross basis. Since the amounts payable and receivable are not fixed, the amount disclosed has been determined by reference to the projected interest rates as illustrated by the yield curves existing at the reporting date.

2009
Interest rate cap
2008
Interest rate cap
0-3 months
3 months to 1
year
1-5 years
5+ years
$’000
$’000
$’000
$’000
-
-
-
-
20
60
200
-

Page 77 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

32 Financial Instruments (continued)

(j) Fair value of financial instruments

The fair values of financial assets and financial liabilities are determined as follows:

  • the fair value of financial assets and financial liabilities (excluding derivative financial instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using pricing models based on observable current market transactions; and

  • the fair value of derivative financial instruments are calculated using quoted market prices

The financial statements include holdings in unlisted shares which are measured at cost due to them being held for disposal (note 11).

The Directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements approximates their fair values.

33 Key Management Personnel Compensation

The aggregate compensation of the key management personnel of the Group and the Company is set out below:

Short-term employee benefits
Post-employment benefits
Other long-term benefits
Termination benefits
Share-based payments
2009
2008
2009
2008
$
$
$
$
1,987,338
1,656,713
1,987,338
1,301,545
154,812
112,836
154,812
88,225
36,688
116,291
36,688
39,790
-
-
-
-
252,715
419,325
252,715
399,119
Consolidated
Company
2,431,553
2,305,165
2,431,553
1,828,679

34 Staff Option Scheme

(a) Share Based Payment Arrangements

Staff Option Plan

The Group has in place a Staff Option Scheme (Scheme) to reward employees (including Key Management Personnel) for their past services as well as to provide an incentive for future efforts. The terms and conditions of the Scheme are set out in the Scheme Rules with the Board of Directors responsible for the administration of the Scheme. The options carry no rights to dividends and no voting rights. The options expire on their expiry date. Each employee share option converts to one ordinary share of Imdex Limited on exercise. No amounts are paid or payable by the recipient on receipt of the option. Options may be exercised at any time from the date of vesting to the date of expiry. The number of options granted to staff is generally based on an assessment of the performance of that staff member as determined by the Board of Directors. Staff are normally only eligible to receive options when they have been with the Company in excess of 12 months. Options expire when the option holder ceases to be employed by the Group.

Chairman’s Options

Options were issued to the Chairman as a reward for past performance and as an incentive for the future. These options have been approved a General Meeting of shareholders. The options carry no rights to dividends and no voting rights. The options expire on their expiry date or when ceasing to be a Director and may be exercised after 2 years at any time to their expiry date. As at 30 June 2009 all of these options had vested.

Managing Director’s Options

Options were issued to the Managing Director as a reward for past performance and as an incentive for the future. The options carry no rights to dividends and no voting rights. As at 30 June 2009 all of these options had vested.

At the 2008 Annual General Meeting 2,000,000 options were approved by the shareholders for issue to the Managing Director. These were however not granted due to the impacts of the global financial crisis with the knowledge that this would be considered in future employee share option allocations.

Page 78 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

34 Staff Option Scheme (continued)

(b) The following share based payment arrangements were in existence during the current and comparative periods:

2009 Issue Date Expiry Exercise Fair Value Number of Options Number of Options Number of Options
Date Price at Grant
Opening Issued Exercised Lapsed Closing
$ Date balance
current current year current year balance
$ year
Staff Options
Tranche 1 (i) 1-Aug-04 31-Jul-09 0.20
0.01
1,178,333 - (36,667) - 1,141,666
Tranche 2 (i) 1-Feb-06 31-Jan-11 0.35
0.02
1,812,872 - (41,666) (55,001) 1,716,205
Tranche 3 (i) 23-Feb-07 22-Feb-12 0.75
0.56
700,000 - - - 700,000
Tranche 4 (i) 23-Feb-07 22-Feb-12 1.00
0.48
3,563,667 - (70,999) (250,000) 3,242,668
Tranche 5 (i) 12-Jun-07 11-Jun-12 1.80
0.51
625,000 - - - 625,000
Tranche 6 (i) 18-Oct-07 17-Oct-12 1.80
0.81
500,000 - - - 500,000
Tranche 7 (i) 28-Mar-08 27-Mar-13 3.00
0.42
4,815,000 - - (160,000) 4,655,000
Chairman's Options
Tranche 1 (ii) 19-Oct-06 18-Oct-11 0.75
0.35
1,000,000 - - - 1,000,000
Managing Directors' Options
Tranche 1 (iii) 15-Sep-05 14-Sep-10 0.30
0.01
2,000,000 - - - 2,000,000
16,194,872 - (149,332) (465,001) 15,580,539
2008 Issue Date Expiry Exercise Fair Value Number of Options
Date Price
at Grant
Opening Issued Exercised Lapsed Closing
$ Date balance
current current year current year balance
$ year
Staff Options
Tranche 1 (i) 1-Aug-04 31-Jul-09 0.20
0.01
2,090,501 - (912,168) - 1,178,333
Tranche 2 (i) 1-Feb-06 31-Jan-11 0.35
0.02
2,189,905 - (306,998) (70,035) 1,812,872
Tranche 3 (i) 23-Feb-07 22-Feb-12 0.75
0.56
700,000 - - - 700,000
Tranche 4 (i) 23-Feb-07 22-Feb-12 1.00
0.48
4,425,000 - (386,333) (475,000) 3,563,667
Tranche 5 (i) 12-Jun-07 11-Jun-12 1.80
0.51
675,000 - - (50,000) 625,000
Tranche 6 (i) 18-Oct-07 17-Oct-12 1.80
0.81
- 500,000
-
- 500,000
Tranche 7 (i) 28-Mar-08 27-Mar-13 3.00
0.42
- 4,875,000
-
(60,000) 4,815,000
Chairman's Options
Tranche 1 (ii) 19-Oct-06 18-Oct-11 0.75
0.35
1,000,000 - - - 1,000,000
Managing Directors' Options
Tranche 1 (iii) 15-Sep-05 14-Sep-10 0.30
0.01
2,000,000 - - - 2,000,000
13,080,406 5,375,000 (1,605,499) (655,035) 16,194,872

(i) Exercisable in one third lots in each year commencing one year after issue.

(ii) Expire on their expiry date or when ceasing to be a Director, and may be exercised after 2 years at any time to their expiry date.

(iii) Expire on their expiry date or 3 months after ceasing to be a Director, and may be exercised after 2 years at any time to their expiry date.

Page 79 of 83

IMDEX LIMITED and its controlled entities

NOTES TO THE FINANCIAL REPORT

34 Staff Option Scheme (continued)

(c) Fair value of options granted during the financial year

No share options were issued in the current year. The weighted average fair value of share options granted during the prior financial year was $0.45. Options were priced using a Black-Scholes option pricing model. Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for the effects of non-transferability, exercise restrictions (including the probability of meeting market conditions attached to the option), and behavioural considerations. Expected volatility is based on the historical share price volatility trends.

2008 Staff Options Staff Options
Tranche 6 Tranche 7
Inputs into the model
Grant date share price ($) 1.87 1.79
Exercise price ($) 1.80 3.00
Expected volatility 45% 50%
Option life (years) 5.00 5.00
Risk-free interest rate 6.47% 6.18%
Dividend yield 1.66% 1.96%

(d) Exercised during the financial year

2009

Staff Options Tranche 3
Staff Options Tranche 1
Staff Options Tranche 2
Staff Options Tranche 3
Staff Options Tranche 3
Staff Options Tranche 2
Staff Options Tranche 3
Staff Options Tranche 1
Staff Options Tranche 2
Staff Options Tranche 1
Option Series
Number
Exercised
Exercise
Date
Amount Paid
($)
Amount
Unpaid ($)
50,000
17-Jul-08
37,500
-
10,000
25-Jul-08
2,000
-
20,000
25-Jul-08
7,000
-
8,333
15-Aug-08
6,250
-
4,333
1-Sep-08
3,250
-
5,000
3-Sep-08
1,750
-
8,333
3-Sep-08
6,250
-
16,667
15-Oct-08
3,333
-
16,666
15-Oct-08
5,833
-
10,000
12-Jun-09
2,000
-
149,332
Share Price at Exercise
Date
156.5
168
186
157
77
65
157
191
186
77

2008

Staff Options Tranche 1
Staff Options Tranche 2
Staff Options Tranche 3
Option Series
Number
Exercised
Exercise
Date
Amount Paid
($)
Amount
Unpaid ($)
912,168
Various
182,434
-
306,998
Various
107,449
-
386,333
Various
289,750
-
1,605,499
Weighted Average
Share Price at Exercise
Date
1.86
1.86
1.86

Page 80 of 83

and its controlled entities

IMDEX LIMITED

NOTES TO THE FINANCIAL REPORT

34 Staff Option Scheme (continued)

(e) Balance at end of the financial year

The share options outstanding at the end of the financial year had a weighted average exercise price of $1.41 (2008: $1.41), and a weighted average remaining contractual life of 911 days (2008: 1279 days)

(f) Reconciliation of movements in share options during the year

The following reconciles the outstanding share options granted under the Staff Option Scheme at the beginning and end of the financial year

Balance at beginning of the financial year
Granted during the financial year
Forfeited during the financial year
Exercised during the financial year
Expired during the financial year
Balance at end of the financial year
Exercisable at end of the financial year
Number of
Options
Weighted
Average
Exercise
Price
Number of
Options
Weighted
Average
Exercise
Price
16,194,872
1.41
13,080,406 0.67
- - 5,375,000 2.89
- - - -
(149,332)
0.62
(1,605,499) 0.42
(465,001)
1.86
(655,035)
1.16
15,580,539
1.41
16,194,872
1.41
10,468,872
5,019,872
2008
2009

35 Subsequent Events

On 21 July 2009 Imdex Limited announced a conditional proposal to merge with Coretrack Limited (Coretrack). The merger was to be effected through a Scheme of Arrangement where Imdex was to issue Coretrack shareholders 0.61 fully paid Imdex ordinary shares for every one Coretrack fully paid ordinary share, and 0.305 fully paid Imdex ordinary shares for every one Coretrack listed option, and consideration based on similar terms for Coretrack’s unlisted options. Coretrack share and option holders were to receive a total of $28.4 million in the form of 43.39 million Imdex shares issued at 65.5 cents per share. On 31 July 2009 it was announced that, following a due diligence process the proposed merger was terminated.

On 31 July 2009 Imdex Limited paid the final deferred settlement instalment of GBP 1,045,000 (A$2.1 million) due to the vendors of Imdex Technology UK Limited (formerly Chardec Technology Limited). No further amounts remain outstanding in relation to this acquisition.

Page 81 of 83

and its controlled entities

IMDEX LIMITED

ADDITIONAL STOCK EXCHANGE INFORMATION AS AT 5 AUGUST 2009

(a) Distribution of Shareholders

1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Holding less than a marketable parcel
Number of Fully
Paid Ordinary
Shareholders
Number of
Option holders
343
-
1,352
6
982
28
1,510
149
163
26
4,351
209
134
-
(b) Substantial Shareholders
Ordinary Shareholders Fully Paid
Number Percentage
Fiberform Vindic Holding AB 24,300,000 12.47%
National Nominees Ltd 18,946,100 9.72%
Citicorp Nominees Pty Limited 9,729,454 4.99%

(c) Twenty Largest Holders of Quoted Equity Securities

Ordinary Shareholders
Fiberform Vindic Holding AB
National Nominees Ltd
Citicorp Nominees Pty Limited
Anz Nominees Limited
RBC Dexia Investor Services Australia Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Limited
RBC Dexia Investor Services Australia Nominees Pty Limited
Telic Alcatel (Australia) Pty Ltd
Mr Petrus Middendorp
Keeble Nominees Pty Ltd
Wear Services Pty Ltd
Longo Pty Ltd
Warbont Nominees Pty Ltd
Methuen Holdings Pty Ltd
Passio Pty Ltd
Mr Clarke James Roycroft
Dimana Holdings Pty Ltd
Cogent Nominees Pty Limited
Fortis Clearing Nominees P/L
Fully Paid
Number
Percentage
24,300,000
12.47%
18,946,100
9.72%
9,729,454
4.99%
9,587,901
4.92%
6,053,839
3.11%
4,807,654
2.47%
4,392,569
2.25%
4,361,634
2.24%
3,603,152
1.85%
2,127,500
1.09%
1,790,740
0.92%
1,709,260
0.88%
1,572,826
0.81%
1,336,982
0.69%
1,000,000
0.51%
1,000,000
0.51%
995,000
0.51%
900,000
0.46%
884,436
0.45%
873,291
0.45%
99,972,338
24.39%

Page 82 of 83

and its controlled entities

IMDEX LIMITED

ADDITIONAL STOCK EXCHANGE INFORMATION AS AT 5 AUGUST 2009

(d) Director and Company Secretary Shareholdings

Name
Mr B W Ridgeway
Mr I F Burston
Mr R W Kelly
Mr K A Dundo
Mr M Lemmel
Mr P A Evans
Number of
Shares
Number of
Options
3,500,000
2,000,000
393,786
1,000,000
380,000
-
300,000
-
799,267
-
45,000
500,000
5,418,053
3,500,000

(e) Company Secretary

Mr Paul Anthony Evans

(f) Registered Office

Level 1, Canute House 15 Rheola Street West Perth Western Australia Phone: (08) 9481 5777

(g) Share Registry

Computershare Investory Services Level 2 45 St Georges Terrace Perth WA 6000 Phone: (08) 9323 2000

Page 83 of 83