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Financial Report

for the year ended 30 June 2024

IPD Group Limited ACN 111 178 351

TABLE OF CONTENTS	TABLE OF CONTENTS
APPENDIX 4E ....................................................................................................................................................... 3
DIRECTORS’ REPORT ............................................................................................................................................ 5
AUDITOR’S INDEPENDENCE DECLARATION ....................................................................................................... 20
INDEPENDENT AUDITOR’S REPORT ................................................................................................................... 21
DIRECTORS’ DECLARATION ................................................................................................................................ 29
CONSOLIDATED STATEMENT OF PROFIT OR LOSS ............................................................................................. 31
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ............................... 32
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ...................................................................................... 33
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ....................................................................................... 34
CONSOLIDATED STATEMENT OF CASH FLOWS .................................................................................................. 35
NOTES	TO THE FINANCIAL STATEMENTS ........................................................................................................... 37
1.	BASIS OF PREPARATION ......................................................................................................................................... 37
2.	MATERIAL ACCOUNTING POLICY INFORMATION ................................................................................................. 37
3.	CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS ...................................................................................... 47
4.	SEGMENT INFORMATION ........................................................................................................................................ 49
5.	REVENUE AND OTHER INCOME ............................................................................................................................. 50
6.	EXPENSES ................................................................................................................................................................ 50
7.	INCOME TAX EXPENSE ............................................................................................................................................ 51
8.	CASH AND CASH EQUIVALENTS ............................................................................................................................ 51
9.	TRADE AND OTHER RECEIVABLES ........................................................................................................................ 51
10.	INVENTORIES ........................................................................................................................................................... 52
11.	PROPERTY, PLANT AND EQUIPMENT .................................................................................................................... 53
12.	LEASES ...................................................................................................................................................................... 54
13.	INTANGIBLE ASSETS ............................................................................................................................................... 55
14.	DEFERRED TAX ASSETS ......................................................................................................................................... 56
15.	TRADE AND OTHER PAYABLES .............................................................................................................................. 56
16.	BORROWINGS .......................................................................................................................................................... 56
17.	CURRENT TAX LIABILITIES ...................................................................................................................................... 57
18.	PROVISIONS ............................................................................................................................................................. 57
19.	DEFERRED TAX LIABILITIES.................................................................................................................................... 57
20.	ISSUED CAPITAL ...................................................................................................................................................... 58
21.	RESERVES ................................................................................................................................................................ 59
22.	DIVIDENDS ................................................................................................................................................................ 59
23.	EARNINGS PER SHARE ........................................................................................................................................... 60
24.	REMUNERATION OF AUDITORS ............................................................................................................................. 60
25.	INTERESTS IN SUBSIDIARIES ................................................................................................................................. 61
26.	BUSINESS COMBINATIONS ..................................................................................................................................... 61
27.	CASHFLOW INFORMATION...................................................................................................................................... 63
28.	SHARE BASED PAYMENTS ...................................................................................................................................... 64
29.	FINANCIAL INSTRUMENTS ...................................................................................................................................... 65
30.	KEY MANAGEMENT PERSONNEL ........................................................................................................................... 67
31.	RELATED PARTY TRANSACTIONS ......................................................................................................................... 67
32.	PARENT ENTITY ....................................................................................................................................................... 67
33.	EVENTS AFTER THE REPORTING DATE ................................................................................................................ 68
34.	SHARHOLDERS INFORMATION ............................................................................................................................... 68
35.	COMPANY INFORMATION ........................................................................................................................................ 70
CONSOLIDATED ENTITY DISCLOSURE STATEMENT ............................................................................................ 71

IPD Group Year ended 30 June 2024

SECTION 1 Appendix 4E

Financial Report 2024 for the year ended 30 June 2024

APPENDIX 4E

Company details

Company details
Name of entity	IPD GROUP LIMITED
ACN	111 178 351
Current reporting period	Year ended 30 June 2024
Previous corresponding reporting period	Year ended 30 June 2023

Additional disclosure requirements and supporting information for Appendix 4E are contained within IPD Group Limited’s Financial Report for the year ended 30 June 2024. This Appendix should be read in conjunction with the full report.

This announcement was approved by the Board of Directors for release on 30 August 2024.

Results for announcement to the market

Results for announcement to the market
		Movement		Year ended	Year ended
				30 June 2024	30 June 2023
		Up / down	%	$million	$million
Revenue from ordinary activities	up	28.0%	to	290.4	226.9
Underlying EBITDA1	up	44.8%	to	40.1	27.7
Depreciation and Amortisation				(5.8)	(4.3)
Underlying EBIT1	up	46.6%	to	34.3	23.4
Net interest costs				(0.7)	(0.2)
Underlying Profit before tax1	up	44.8%	to	33.6	23.2
Income Tax				(10.3)	(7.1)
Underlying NPAT from ordinary activities1	up	44.7%	to	23.3	16.1

Acquisition costs net of tax				(0.9)	-
NPAT from ordinary activities after acquisition costs attributable to owners of IPD Group Limited	up	39.1%	to	22.4	16.1

Earnings per share (cents per share) before acquisition costs2	up	30.1%	to	24.2	18.6
Earnings per share (cents per share) after acquisition costs	up	25.3%	to	23.3	18.6

1 Underlying EBITDA, EBIT, Profit before tax and NPAT from ordinary activities is a non-IFRS measure reported to provide a greater understanding of business performance. Underlying EBITDA, EBIT and Profit before tax have been arrived at by adding back acquisition related costs totalling $1,221,000. Underlying NPAT from ordinary activities has been arrived at by adding back acquisition-related costs after tax totalling $855,000.

2 Weighted average number of ordinary shares used in the calculation of earnings per share of 96,039,605 (30 June 2023: 86,345,843)

IPD Group Ltd recorded a statutory after-tax profit of $22,364,000 (2023: of $16,077,000).

On 30 August 2024, the Directors declared a final dividend of 6.2 cents per share fully franked with an ex-dividend date of 19 September 2024, record date of 20 September 2024 and payable on 04 October 2024.

On 3 October 2023, the IPD Group paid the 2023 financial year-end dividend $4,070,000 which was equivalent to 4.7 cents per share fully franked. On 10 April 2024, the IPD Group paid an interim 2024 financial year-end dividend of $4,755,000 which was equivalent to 4.6 cents per share fully franked.

Further information on the ‘Review of operations’ is detailed in the Directors’ report which is part of the Financial Report for the year ended 30 June 2024. The Company plans to hold the 2024 Annual General Meeting on 26 November 2024. The deadline to receive director nominations is 1 October 2024.

Net Tangible Assets

Net Tangible Assets
	30 June 2024	30	June 2023
Net tangible assetsper share(centsper share)	65.9		60.7
Diluted net tangible assets per share (cents per share)	65.5		60.2

IPD Group Year ended 30 June 2024

SECTION 2 Director’s Report

Financial Report 2024 for the year ended 30 June 2024

DIRECTORS’ REPORT

The Directors present their report in compliance with the provisions of the Corporations Act 2001 on the consolidated entity (referred to hereafter as the “Group") consisting of IPD Group Ltd (“IPD Group” or the “Company”) and the entities it controlled at the end of, or during, the year ended 30 June 2024.

DIRECTORS

Directors of IPD Group Ltd during and since the end of the financial year unless otherwise stated below are:

David Rafter – Independent non-executive Chairman

Andrew Moffat – Independent non-executive Director

Michael Sainsbury – Executive Director

Mohamed Yoosuff – Executive Director

COMPANY SECRETARY

Jade Cook

CORPORATE GOVERNANCE

The Board of Directors and management of IPD Group recognise the importance of, and are committed to, achieving high corporate governance standards. Our key Corporate Governance materials including policies, code of conduct and Board Committee Charters, can be found in the Corporate Governance section of our website within the Investor Relation section.

In accordance with the 4th edition of the ASX Corporate Governance Council’s Principles and Recommendations, the Company’s Corporate Governance Statement, as approved by the Board, is published and available on the IPD Group’s website at https://ipdgroup.com.au/investors/corporate-governance/

PRINCIPAL ACTIVITIES

The Group is a national distributor and service provider to the Australian electrical market. The Group consists of two core divisions:

the distribution of products for quality global electrical infrastructure brands such as ABB, Elsteel, Emerson & Red Lion; and
the provision of services, including installation and commissioning, calibration and testing, maintenance and repairs and refurbishment

Products division:

The Group’s core focus in the products division is the sale of electrical infrastructure products to customers including switchboard manufacturers, electrical wholesalers, electrical contractors, power utilities, OEMs and system integrators. Within the division there are five key categories of products:

Power distribution;
Industrial and motor control;
Automation and industrial communication;
Power monitoring; and
Hazardous area equipment.
Electrical cables, manufacture & distribution of cable plugs

In addition to selling products, the Group provides a range of value-added services, including custom assembly, sourcing, engineering design, technical compliance, procurement, transport, storage, regulatory management, technical support, packaging, labelling, inventory management and delivery.

Services division:

Within the Group’s services division there are four categories of services:

Installation and commissioning;
Calibration and testing;
Maintenance and repairs;
Electric vehicle solutions; and
Refurbishment and other.

IPD Group Year ended 30 June 2024

REVIEW OF OPERATIONS

REVIEW OF OPERATIONS
	Year ended	Year ended
	30 June 2024	30 June 2023
			*Movement*
	$million	$million		%

Revenue from ordinary activities	290.4	226.9		28.0%
Grossprofit	107.8	86.8		*24.2%*

Other income	0.2	0.6		(66.7%)
Operating Expenses (excludingacquisition costs)	(67.9)	(59.7)		13.7%

Underlying EBITDA1	40.1	27.7		*44.8%*

Depreciation and amortisation expenses	(5.8)	(4.3)		34.9%
Underlying EBIT1	34.3	23.4		*46.6%*

Interest	(0.7)	(0.2)		250.0%
Underlying profit before income tax1	33.6	23.2		*44.8%*

Income tax expense	(10.3)	(7.1)		45.1%
Underlying NPAT1	23.3	16.1		*44.7%*

1 Underlying EBITDA, EBIT, Profit before tax and NPAT from ordinary activities is a non-IFRS measure reported to provide a greater understanding of business performance. Underlying EBITDA, EBIT and Profit before tax have been arrived at by adding back acquisition related costs totalling $1,221,000. Underlying NPAT from ordinary activities has been arrived at by adding back acquisition related costs after tax totalling $855,000.

	Year Ended	Year Ended
Underlying NPAT bridge entries	30 June 2024	30 June 2023
	$million	$million
NPAT Statutory	22.4	16.1
Acquisition costs	1.2	-
Less tax effect of Acquisition costs	(0.3)	-
Underlying NPAT from ordinary activities	23.3	16.1

The IPD Group Board of Directors are pleased to advise a record performance for the financial year ended 30 June 2024.

Delivered record revenues and earnings for the financial year ended 30 June 2024. Sales revenue of $290.4 million was up 28.0% on the pcp, while underlying NPAT of $23.3 million was up 44.7% on the pcp.

Completed two key strategic acquisitions:

On 21 July 2023, IPD acquired EX Engineering, a Perth-based business that specialises in the design, stocking, supply, modification, and repair of electrical hazardous area equipment (known as Ex equipment). This work involves a critical focus on safety, including adherence to rigorous certification processes, which results in significant barriers to entry to this segment. Work has commenced on expanding IPD’s hazardous area capabilities into the east coast at Wetherill Park, with IPD now set up and assembling level one hazardous area equipment.
On 31 January 2024, IPD acquired CMI Operations, a leading distributor of electrical cables and manufacturer & distributor of plug brands in Australia, from ASX-listed Excelsior Capital Limited (ASX:ECL) for total consideration of $92.1 million, subject to customary working capital and net debt adjustment. The CMI Operations acquisition was funded through a combination of a fully-underwritten $65m equity raising and a new $40m debt facility. The CMI Operations acquisition extends IPD’s product suite, increases supplier diversity, strengthens its overall value proposition with existing customers, and broadens customer reach.

As expected, CMI Operations’ lower operating gross profit margins have had a dilutive impact on consolidated gross profit margins, resulting in a 1.1% reduction on the pcp. The relatively lower operating costs of EX Engineering and CMI

IPD Group Year ended 30 June 2024

Operations have contributed to the Group’s increasing EBITDA, EBIT and NPAT margins. Both acquisitions will continue to have an accretive impact on the consolidated group EBITDA, EBIT and NPAT margins.

Enhancing its EV infrastructure team by merging Addelec and Gemtek to capitalise on the growing EV infrastructure market. The integration was completed on 1 July 2024, with this integration anticipated to boost operational efficiencies. Postintegration, the merged business is poised to meet the increasing demand for efficient electrical infrastructure within the sustainable energy sector.

Underlying operating expense (excluding acquisition-related costs) as a percentage of revenue decreased by 2.7% on the pcp as a result of the lower operating costs from EX Engineering and CMI Operations. There is an ongoing focus on enhancing operational efficiency by maximising economies of scale across the organisation and leveraging internal and external synergies to boost value creation.

Acquisition related expenses amounted to $1.2m during FY24, with all acquisition expenses now fully recognised. Even after incurring these strategic acquisition costs, IPD continued to deliver a strengthening statutory NPAT results of $22.4 million, up 39.1% on the pcp.

As at 30 June 2024, the Group had $150.7 million of net assets on its balance sheet after the acquisition of EX Engineering and CMI Operations. In December 2023 a $65 million capital raise was successfully completed for the acquisition of CMI Operations and in January 2024 IPD entered into a new $40 million debt facility to partially fund its 100% acquisition of CMI Operations, which completed on 31 January 2024. After careful cash management, net debt has reduced to $8.8 million as at 30 June 2024.

With the combination of CMI Operations, net working capital increased to $76.9 million. Inventory increased by $29.0 million from 31 December 2023, with $28.9 million of this increase contributed by CMI Operations and EX Engineering.

Operating free cash flow conversion (Operating cash flow before interest and tax outflows) rose 37ppt, from 51% in FY23 to 88% in FY24.

On 10 April 2024, the IPD Group paid an interim 2024 financial year-end dividend of $4.8 million which was equivalent to 4.6 cents per share fully franked.

On 30 August 2024, the Directors declared a final fully franked dividend of 6.2 cents per share, payable on 4 October 2024. This equates to a payout of $6.4 million.

Total dividends declared for FY24 were 10.8 cents per share (FY23 9.3 cents per share), equating to a total payout of $11.2 million and a payout ratio of 50%.

Outlook

The outlook for our markets remains buoyant, driven by the transition to renewable energy, increasing demand from data centres and their energy requirements, the growing number of EV chargers, and a supportive legislative environment.

IPD's long-tenured senior management, best-in-class customer service, wide range of products and services, along with a strong balance sheet and strategic focus on M&A, place us in a unique position to continue our growth.

The Board will provide an update on Q1 trading performance at the IPD Group Limited AGM on 26 November 2024.

SUBSEQUENT EVENTS

No matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

MEETINGS OF DIRECTORS

					Nomination &	Nomination &
Director’s Meetings	Board	Meetings	Audit & Risk Committee		Remuneration Committee
	Eligible	Attended	Eligible	Attended	Eligible	Attended
Mohamed Yoosuff	12	12	-	-	-	-
Michael Sainsbury	12	12	-	-	-	-
David Rafter	12	12	2	2	3	3
Andrew Moffat	12	12	2	2	3	3

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IPD Group Year ended 30 June 2024

INFORMATION ON DIRECTORS

Directors		Relevant interest
		in Shares
David Rafter	David has over 30 years’ of experience in the building services	150,000
*Independent, Non-Executive*	sector. Major roles across David’s career include the CEO of
*Chairman*	O’Donnell Griffin, a $600 million electrical engineering/contracting
Master of Business Administration -	business and CEO of Haden Engineering a $300 million HVAC
Charles Sturt University Master of Design Science (Facilities	construction and service company, both part of the ASX-listed Norfolk Group via an IPO in 2007.
Management) – University of Sydney	Previously, David was an Executive General Manager at
	Transfield Services, an ASX-listed operations, maintenance and
	construction services business and the CEO at Web FM, a global
	provider of construction and facilities management consulting and
	software solutions.
	David was appointed as a Director on 14 August 2019 and is a
	member of the AICD
	David is a member of the Audit and Risk Committee
	David is chairman of the Remuneration and Nomination
	Committee
Andrew Moffat	Andrew has 23 years’ of corporate and investment banking	504,946
*Independent, Non-Executive Director*	experience, including serving as a director of Equity Capital
Bachelor of Business - Curtin University	markets and Advisory for BNP Paribas Equities.
	Currently a Non-Executive Director of Sports Entertainment
	Group Limited, 360 Capital Group Limited, ICP Funding Pty
	Limited and CASL Funder Pty Ltd.
	Andrew was appointed as a Director on 24 March 2020.
	Andrew is chairman of the Audit and Risk Committee
	Andrew is a member of the Remuneration and Nomination
	Committee
Michael Sainsbury	Michael has over 25 years’ experience in sales, business	1,039,989
*Executive Director & CEO*	development and management within the electrical industry; he
Advanced Diploma Business Management – Leadership	joined IPD in 2013 as the National Sales Manager and has been CEO since 2015.
Management Australia	Prior to IPD, Michael spent over 13 years working at Schneider
	Electric where he held various senior management roles in the
	electrical solutions and power monitoring space.
Mohamed Yoosuff	Mohamed Yoosuff has been an employee and board member of	11,284,704
*Executive Director of Strategic*	IPD since 2005.
*Development*	Mohamed Yoosuff held the position of CFO since the inception of
Associate of Chartered institute of	IPD Group in 2005. On 1 January 2023 Mohamed Yoosuff was
Management Accountants (ACMA)	appointed Director of Strategic Development.
	Previously held various senior management positions in
	manufacturing and distribution companies, including as CFO of
	Ludowici Group (a manufacturing and distribution business
	previously listed on ASX) and as Financial Controller of Otis
	Elevators.

IPD Group Year ended 30 June 2024

AUDITED REMUNERATION REPORT

The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.

Directors’ interests and remuneration

Non-Executive Director remuneration

Under the Constitution, the Board may decide the total amount paid by the Company to each Director as remuneration for their services as a Director. However, under the Constitution and the ASX Listing Rules, the total amount of fees paid to all Non-Executive Directors in any financial year must not exceed the aggregate amount of Non-Executive Directors fees approved by Shareholders at the Company’s general meeting. This amount has been fixed by the Company at $400,000 per annum.

The total annual Non-Executive Directors’ fees agreed to be paid by the Company to:

the Chairman, David Rafter is $135,400; and
the Non-Executive Director, Andrew Moffat is $89,800.

From listing, Non-Executive Directors fees also include Committee fees of $8,000 per year for each Board Committee of which they are a Chair and a Committee fee of $2,000 for each Board Committee of which they are a non-Chair member.

All Non-Executive Directors’ fees are inclusive of statutory superannuation contributions.

Executive Director remuneration

IPD has established a number of incentive arrangements to enable attraction, motivation and retention of management and employees.

The remuneration structure for executives of the Company is a mix of fixed remuneration and at-risk, performance -based remuneration to ensure a focus on both short-term and long-term performance, and alignment with shareholder interests. This approach is designed to attract, retain and reward executives to deliver sustainable returns for shareholders.

Key terms of employment contracts

Chief Executive Officer Details regarding the terms of employment of the CEO and Executive Director, Michael Sainsbury are set out below:

Term	Description
Remuneration	Effective from 1 July 2023, Michael Sainsbury is entitled to receive a base salary of $470,000
and other	(exclusive of superannuation). Michael is also entitled to use of a motor vehicle, laptop and mobile
benefits	phone provided by the Company.
Short Term	For FY24, Michael was eligible for and achieved a cash bonus under IPD’s STI. The STI can
Incentives	range from 0% to 50% of Michael’s base salary (exclusive of superannuation)
Long Term	For FY24, Michael participated in IPD’s employee incentive plan (“EIP”) and was eligible to apply
Incentives	for a grant of Rights under the Plan. The number of Rights to be granted are calculated at 50% of
	Michael’s base salary, exclusive of superannuation.
Termination	Under Michael’s employment contract, either Michael or the Company can terminate his
	employment by giving the other party 3 months’ notice (which the Company may pay in lieu of
	notice of part or all of the notice period).
	The Company may also summarily terminate Michael’s employment contract in certain
	circumstances, including if Michael engages in serious misconduct, is grossly negligent or
	incompetent in the performance of his duties, if he commits any serious or persistent breach of the
	employment contract or any workplace policy or if he is charged with a criminal offence that the
	Company considers adversely impacts his suitability for employment with the Company.

IPD Group Year ended 30 June 2024

AUDITED REMUNERATION REPORT (CONT’D)

Executive Director

Details regarding the terms of employment of the Director of Strategic Development and executive director, Mohamed Yoosuff, are set out below:

Term	Description
Remuneration	Effective from 1 July 2023, Mohamed Yoosuff is entitled to receive a base salary of $341,668
and other	(exclusive of superannuation). Mohamed is also entitled to a motor vehicle allowance of $51,096
benefits	per annum and use of a laptop and mobile phone provided by the Company.
Short Term	For FY24, Mohamed was eligible for and achieved a cash bonus under IPD’s STI. The STI can
Incentives	range from 0% to 50% of Mohamed’s base salary (exclusive of superannuation)
Long Term	For FY24, Mohamed participated in IPD’s EIP and was eligible to apply for a grant of Rights under
Incentives	the Plan. The number of Rights to be granted are calculated at 25% of Mohamed’s base salary,
	exclusive of superannuation.
Termination	Under Mohamed’s employment contract, either Mohamed or the Company can terminate his
	employment by giving the other party 3 months’ notice (which the Company may pay in lieu of
	notice of part or all of the notice period).
	The Company may also summarily terminate Mohamed’s employment contract in certain
	circumstances, including if Mohamed engages in serious misconduct, is grossly negligent or
	incompetent in the performance of his duties, if he commits any serious or persistent breach of the
	employment contract or any workplace policy or if he is charged with a criminal offence that the
	Company considers adversely impacts his suitability for employment with the Company

Executive Key Management remuneration

Details regarding the terms of employment of the Chief Financial Officer (CFO), Jason Boschetti, are set out below:

Term	Description
Remuneration	Effective from 1 July 2023, Jason Boschetti was entitled to receive a salary of $315,000 (exclusive
and other	of superannuation). Jason is also entitled to use of a motor vehicle, laptop and mobile phone
benefits	provided by the Company.
Short Term	For FY24, Jason was eligible for and achieved a cash bonus under IPD’s STI. The STI can range
Incentives	from 0% to 50% of Jason’s half-year salary (exclusive of superannuation)
Long Term	For FY24, Jason participated in IPD’s EIP and was eligible to apply for a grant of Rights under the
Incentives	Plan. The number of Rights to be granted are calculated at 25% of Jason’s base salary, exclusive
	of superannuation.
Termination	Under Jason’s employment contract, either Jason or the Company can terminate his employment
	by giving the other party 3 months’ notice (which the Company may pay in lieu of notice of part or
	all of the notice period).
	The Company may also summarily terminate Jason’s employment contract in certain
	circumstances, including if Jason engages in serious misconduct, is grossly negligent or
	incompetent in the performance of his duties, if he commits any serious or persistent breach of the
	employment contract or any workplace policy or if he is charged with a criminal offence that the
	Company considers adversely impacts his suitability for employment with the Company

Executive incentive arrangements

Short-term incentives

The Company has established a short-term incentive ( STI ) program under which cash awards may be payable to participants, subject to the satisfaction of specified performance criteria. The Company’s executive employment contracts recognise the potential for the award of STIs in future year.

Under the STI program, the Board may, in its absolute and sole discretion, determine the participation in, the amount of and performance criteria for the STI program for any given year. Performance criteria may include:

individual performance criteria tailored to each respective role; and/or
the Company’s financial performance against criteria set by the Board for the relevant financial year and may include measures such as statutory or pro-forma EBITDA, EBIT or NPAT targets.

IPD Group Year ended 30 June 2024

AUDITED REMUNERATION REPORT (CONT’D)

The STI for the period ended 30 June 2024 was structured on the following basis:

Michael Sainsbury is entitled to a cash bonus under IPD’s STI award for stretch performance, measured against group EBIT performance. The maximum cash bonus for Michael for FY24 has been set at $235,000 (inclusive of superannuation), which is 50% of Michael’s base salary (exclusive of superannuation) for FY24.
Mohamed Yoosuff is entitled to a cash bonus under IPD’s STI award for stretch performance, measured against group EBIT performance. The maximum cash bonus for Mohamed for FY24 has been set at $170,834 (inclusive of superannuation), which is 50% of Mohamed’s base salary (exclusive of superannuation) for FY4.
Jason Boschetti is entitled to a cash bonus under IPD’s STI award for stretch performance, measured against group EBIT performance. The maximum cash bonus for Jason for FY24 has been set at $157,500 (inclusive of superannuation), which is 50% of Jason’s half year base salary (exclusive of superannuation) for FY24.

Subsequent to year end, the non-executive Directors approved the payment of the STI awards for Michael Sainsbury of $117,500, Mohamed Yoosuff of $85,417 and for Jason Boschetti of $78,750.

Equity incentives

The Company has established the EIP to assist in the motivation, reward and retention of senior management and other IPD employees from time to time. The EIP is designed to align the interests of senior management and other employees with the interests of Shareholders by providing an opportunity for employees to receive equity interests in the Company subject to the satisfaction of certain performance conditions. IPD may offer additional incentive schemes to the management and employees over time.

The EIP is a long-term incentive plan, under which options or performance rights to subscribe for or be transferred Shares ( Plan Awards ) may be offered to eligible employees (including a director employed in an executive capacity or any other person who is declared by the Board to be eligible) selected by the Directors at their discretion.

For the year ended 30 June 2024, the Company has granted Performance Rights to key management personnel as follows:

Michael Sainsbury CEO and Executive Director � 56,700 Performance Rights, calculated by dividing 50% of Michael’s annual base salary by the Volume Weighted average Price (VWAP) of the company’s shares on the ASX during the 20 trading days immediately prior to 1 July 2023, rounded to the nearest whole number of Rights.
Mohamed Yoosuff Executive Director � 20,609 Performance Rights, calculated by dividing 25% of Mohamed’s annual base salary by the Volume Weighted average Price (VWAP) of the company’s shares on the ASX during the 20 trading days immediately prior to 1 July 2023, rounded to the nearest whole number of Rights.
Jason Boschetti � 19,001 Performance Rights, calculated by dividing 25% of Jason’s annual base salary by the Volume Weighted average Price (VWAP) of the company’s shares on the ASX during the 20 trading days immediately prior to 1 July 2023, rounded to the nearest whole number of Rights.

Michael Sainsbury and Mohamed Yoosuff (the executive directors), Jason Boschetti (executive key management) as well as other senior managers are the only employees who received Performance Rights pursuant to the FY24 award under the EIP.

Plan Awards will not be listed and may not be transferred, assigned or otherwise dealt with except with the approval of the Directors. Plan Awards will only vest where the vesting conditions (if any) and any other relevant conditions advised to the participant by the Directors have been satisfied or as otherwise permitted under the EIP. The Directors may determine such conditions (including vesting conditions) at their discretion. An unvested Plan Award will lapse in a number of circumstances including where performance conditions (if any) are not satisfied within the relevant time period, the participant deals with the Plan Award in breach of the rules of the EIP, or in the opinion of the Directors, a participant has acted fraudulently or dishonestly.

If a participant’s employment or engagement with IPD terminates before the Plan Awards have vested, the Plan Awards that have not vested will lapse, unless the invitation provides otherwise or the Directors in their absolute discretion determine that some or all of the unvested Plan Awards will be treated in another manner. Where Plan Awards have vested prior to the termination of a participant’s employment or engagement with IPD the participant will have a period of time to exercise the vested Plan Awards before they lapse.

On the occurrence of certain events (such as the making of a takeover bid for the Company or the approval of a scheme of arrangement in relation to the Company), unless otherwise provided for in the terms of specific Plan Awards, the Directors may in their absolute discretion determine that some or all Plan Awards vest, lapse, become forfeited or are subject to amended conditions. If there are certain variations of the share capital of the Company including a capitalisation or rights issue, subdivision, consolidation or reduction in share capital, the Directors may make such adjustments as they consider appropriate under the EIP, in accordance with the provisions of the ASX Listing Rules.

IPD Group Year ended 30 June 2024

AUDITED REMUNERATION REPORT (CONT’D)

Unless and until Shares are allocated following a Plan Award vesting and, where required, being exercised, the holder has no interest in those Shares and has no rights to dividends and no rights to vote at meetings of the Company. Shares issued upon vesting and, where required, exercise, of the Plan Awards will upon allotment rank equally in all respects with other Shares, except as regards any rights attaching to such Shares by reference to a record date prior to the date of their issue.

For so long as Shares are Listed, the Company will apply for quotation on ASX of the Shares issued under the EIP. No Plan Awards or Share may be offered under the EIP if to do so would contravene the Corporations Act, the ASX Listing Rules or instruments of relief issued by ASIC from time to time. The EIP provide the Board with broad clawback powers if, for example, the participant has acted fraudulently or dishonestly, or is in breach of his or her obligations to IPD.

The Board may at any time amend all or any provisions of the EIP or the terms or conditions of any Plan Award granted under the EIP, subject to limited restrictions on amendments that adversely affect the existing rights of a holder of Plan Awards. The exercise by the Board of any discretion granted under the EIP or the terms of a Plan Award will not constitute an amendment of the provisions of the EIP. The Board may at any time waive in whole or in part any terms or conditions (including any vesting conditions) in relation to any Plan Awards granted under the EIP. The Board may, at any time, terminate or suspend the EIP.

The Key Terms of the current award under the EIP are summarised in the table below

Vesting conditions The Performance Rights are subject to performance conditions as follows:

� 50% of a Participant’s Performance Rights will be tested against the Company’s total shareholder return (TSR) for FY24 in comparison to the TSR achieved by a comparator group (TSR Rights); and � 50% of a Participant’s Performance Rights will be tested against the Company’s NPAT for FY24 (NPAT Rights).

In addition to these performance conditions, the Performance Rights will only vest at their respective Vesting Date.

Performance conditions

TSR Rights

The Company’s TSR will be assessed against the performance of the companies included in the S&P/ASX Small Ordinaries Index over the relevant performance period.

The performance period is the period from 1 July 2023 to 30 June 2024.

NPAT Rights

The Company’s NPAT will be calculated using the Company’s financial performance as reported in the Company’s audited full year audited results for FY24, excluding:

one-off or extraordinary revenue items;
revenue received in the form of government grants, allowances, rebates or other hand-outs;
revenue or profit that has been ‘manufactured’ to achieve the performance condition; and
� profits and acquisition related expenses from any unbudgeted acquisitions completed during FY24.

Vesting Date

In addition, even if either of the performance conditions are satisfied, Performance Rights will only vest if the Participant continues to be employed by the Company and has not given notice on the following dates:

� 1/3 of a Participant’s Performance Rights that have satisfied the relevant performance condition will vest on 30 September 2024;

1/3 of a Participant’s Performance Rights that have satisfied the relevant performance condition will vest on 30 September 2025; and
1/3 of a Participant’s Performance Rights that have satisfied the relevant performance condition will vest on 30 September 2026,

(with each of 30 September 2024, 30 September 2025 and 30 September 2026 being a Vesting Date ). Calculation of the performance conditions and achievement against the performance conditions and vesting schedule will be determined by the Board in its absolute discretion, having regard to any matters that it considers relevant (subject to the stated exclusions from NPAT calculations applying in all cases).

IPD Group Year ended 30 June 2024

AUDITED REMUNERATION REPORT (CONT’D)

Why were the vesting Performance conditions conditions chosen? The performance condition for the TSR Rights was chosen to align the interests of the executives and senior management with shareholder interests in optimising TSR (including the value of any dividend) and achieving TSR when compared to a comparator group of listed companies. The Board believes that TSR is an appropriate performance condition as it links executive reward to the Company’s relative share performance which is consistent with creating shareholder value relative to the Company’s peer group. The Board believes that the S&P/ASX Small Ordinaries Index represents an appropriate comparator group of listed companies as it represents a meaningful statistical sample and an appropriate group of alternative potential investments for shareholders with which to compare the Company’s performance.

The performance conditions for the NPAT Rights were chosen to align the interests of the executives and senior management with shareholder interests in optimising the potential funds of the Company available for distribution to Shareholders as dividends and to provide an incentive for the executives to focus on the Company’s effective management of, treasury and tax matters.

Vesting Dates

The Vesting Dates have been set to assist the Company in the ongoing retention of the executives and senior management.

Vesting and expiry of Unless the Board exercises a discretion available to it under the EIP: Performance Rights

in the event that either performance condition is not achieved, the Performance Rights relating to that performance condition will lapse; and
� if the Participant ceases to be employed or has given notice before any of the Vesting Dates, the Performance Rights that have not yet vested at that time will lapse.

Otherwise, Performance Rights will vest on satisfaction of both the relevant performance condition and the Participant’s continued employment (without having given notice) at the relevant Vesting Date for the Performance Right.

Cash settlement On vesting, the Company may exercise its discretion to make cash payments in lieu of allocating Shares to satisfy the Performance Rights.

Change of control and In the event of a change of control of the Company, the Board may determine that the Performance other circumstances Rights vest in accordance with the EIP, notwithstanding that the performance milestones have not which may trigger early been achieved, but only if the change of control of the Company is triggered by a person who does not vesting control the Company at the time the Performance Rights are issued achieving control of more than 50% of the ordinary voting securities in the Company.

The Plan Awards issued under the EIP are the Performance Rights referred to above.

Other information about Directors’ interests and benefits

Directors are reimbursed for properly documented and incurred travelling and other expenses in connection with and returning from Board or Committee meetings and general meetings. Non-Executive Directors may be paid such additional remuneration as the Directors consider to be appropriate where a Director performs extra services which are in addition to the ordinary duties of a director of the Company.

There are no retirement benefit schemes for Directors, other than statutory superannuation contributions. Chapter 2E of the Corporations Act prohibits a company from giving a financial benefit to a related party (including any Director) without the prior approval of its members by ordinary resolution, unless an exemption applies.

IPD Group Year ended 30 June 2024

AUDITED REMUNERATION REPORT (CONT’D)

Amounts of remuneration

Details of the remuneration of key management personnel of the consolidated entity for the year ended 30 June 2024 are set out below:

				Non-		Long
				monetary	Super-	Term	Equity
		Base salary	STI	Benefits	annuation	Benefits	settled	Total
	2024
		$	$	$	$	$	$	$
Non - executive directors
David Rafter		121,982	-	-	13,418	-	-	135,400
Andrew Moffat		80,901	-	-	8,899	-	-	89,800
Total		202,883	-	-	22,317	-	-	225,200
Executive directors
Michael Sainsbury		494,200	117,500	41,681	27,500	12,755	235,000	928,636
Mohamed Yoosuff		396,690	85,417	-	39,278	5,711	85,417	612,513
Total		890,890	202,917	41,681	66,778	18,466	320,417	1,541,149
Executive key management
Jason Boschetti		322,150	78,750	-	27,500	-	78,750	507,150
Total		322,150	78,750	-	27,500	-	78,750	507,150

			Non-		Long
			monetary	Super-	Term	Equity
	Base salary	STI	Benefits	annuation	Benefits	settled	Total
2023
	$	$	$	$	$	$	$
Non - executive directors
David Rafter	108,597	-	-	11,403	-	-	120,000
Andrew Moffat	72,398	-	-	7,602	-	-	80,000
Total	180,995	-	-	19,005	-	-	200,000
Executive directors
Michael Sainsbury	458,700	220,000	37,202	27,500	11,438	220,000	974,840
Mohamed Yoosuff	401,139	170,834	-	27,500	10,536	85,417	695,426
Total	859,839	390,834	37,202	55,000	21,974	305,417	1,670,266
Executive key management
Jason Boschetti	145,000	72,500	-	22,838	-	-	240,338
Total	145,000	72,500	-	22,838	-	-	240,338

IPD Group

Year ended 30 June 2024

AUDITED REMUNERATION REPORT (CONT’D)

The proportion of remuneration linked to performance and the fixed proportion are as follows:

	Fixed
2024	Remuneration $	At risk – STI $	At risk – LTI $
Non-executive directors
David Rafter	135,400	-	-
Andrew Moffat	89,800	-	-
Executive directors
Michael Sainsbury	576,136	117,500	235,000
Mohamed Yoosuff	441,679	85,417	85,417
Executive key management
Jason Boschetti	349,650	78,750	78,750

The proportion of remuneration linked to performance and the fixed proportion are as follows:

	Fixed
2023	Remuneration $	At risk – STI $	At risk – LTI $
Non-executive directors
David Rafter	120,000	-	-
Andrew Moffat	80,000	-	-
Executive directors
Michael Sainsbury	534,840	220,000	220,000
Mohamed Yoosuff	439,175	170,834	85,417
Executive key management
Jason Boschetti	145,000	72,500	-

IPD Group Year ended 30 June 2024

AUDITED REMUNERATION REPORT (CONT’D)

Shareholding

The number of shares in the Company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

	Balance at the	Received as			Balance at the
	start of the	part of			end of the
Shares	year	remuneration	Additions	Disposals	year
Non-executive directors
David Rafter	145,834	-	4,166	-	150,000
Andrew Moffat	450,091	-	54,855	-	504,946
Executive directors
Michael Sainsbury	1,265,480	102,063	25,446	(353,000)	1,039,989
Mohamed Yoosuff	11,244,480	40,224	-	-	11,284,704
Executive key management
Jason Boschetti	833	8,866	36,908	-	46,607

Performance Rights

The number of performance rights in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

	Balance at the			Balance at the
	start of the			end of the
Performance Rights	year	Granted	Exercised	year
Executive directors
Michael Sainsbury	248,969	56,700	(102,063)	203,606
Mohamed Yoosuff	97,859	20,609	(40,224)	78,244
Executive key management
Jason Boschetti	26,599	19,001	(8,866)	36,734

IPD Group Year ended 30 June 2024

AUDITED REMUNERATION REPORT (CONT’D)

Share based payments

The table below discloses the number of outstanding performance rights and share based payments granted during the current financial year.

					Grant date
	Financial	Performance	Effective	Number	fair value	Vesting
	Year	rights series	grant date	granted	$	date
Executive directors

MichaelSainsbury	2024	Tranche 1	8/12/2023	18,900	61,499	30/09/2024
	2024	Tranche 2	8/12/2023	18,900	61,499	30/09/2025
	2024	Tranche 3	8/12/2023	18,900	61,499	30/09/2026

Mohamed Yoosuff	2024	Tranche 1	8/12/2023	6,870	22,354	30/09/2024
	2024	Tranche 2	8/12/2023	6,870	22,354	30/09/2025
	2024	Tranche 3	8/12/2023	6,869	22,351	30/09/2026

Jason Boschetti	2024	Tranche 1	8/12/2023	6,334	20,610	30/09/2024
	2024	Tranche 2	8/12/2023	6,334	20,610	30/09/2025
	2024	Tranche 3	8/12/2023	6,333	20,607	30/09/2026

Michael Sainsbury	2023	Tranche 2	9/12/2022	44,841	73,333	30/09/2024
	2023	Tranche 3	9/12/2022	44,842	73,335	30/09/2025

Mohamed Yoosuff	2023	Tranche 2	9/12/2022	17,410	28,472	30/09/2024
	2023	Tranche 3	9/12/2022	17,410	28,472	30/09/2025

Jason Boschetti	2023	Tranche 2	9/12/2022	8,866	14,499	30/09/2024
	2023	Tranche 3	9/12/2022	8,867	14,501	30/09/2025

MichaelSainsbury	2022	Tranche 3	9/11/2021	57,223	68,668	30/09/2024

Mohamed Yoosuff	2022	Tranche 3	9/11/2021	22,815	27,378	30/09/2024

Michael Sainsbury was issued 102,063 shares, Mohamed Yoosuff was issued 40,224 and Jason Boschetti was issued 8,866 shares during the financial year ended 30 June 2024.

This concludes the remuneration report, which has been audited.

INDEMNIFICATION OF OFFICERS AND AUDITORS

During the financial period, the Company paid a premium in respect of a contract insuring 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 period, 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.

IPD Group Year ended 30 June 2024

AUDITOR’S INDEPENDENCE DECLARATION

The auditor’s independence declaration is included on page 20 of the financial report.

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

Non-audit services

Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 24 to the financial statements.

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

The directors are of the opinion that the services as disclosed in note 24 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:

all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards.

ROUNDING OFF OF AMOUNTS

The Company is a company of the kind referred to in the Class order 2016/191 - ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 , dated 24 March 2016, and in accordance with that Class Order amounts in the Directors’ report and the consolidated financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.

This Directors’ report is signed in accordance with a resolution of Directors made pursuant to s298 (2) (a) of the Corporations Act 2001.

On behalf of the Directors

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David Rafter Director Sydney, 30 August 2024

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Michael Sainsbury Director Sydney, 30 August 2024

IPD Group Year ended 30 June 2024

SECTION 3 Independent Reports

Financial Report 2024 for the year ended 30 June 2024

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SECTION 4 Directors’ Declaration

Financial Report 2024 for the year ended 30 June 2024

DIRECTORS’ DECLARATION

In the directors' opinion:

a) the attached financial statements and notes comply with the Corporations Act 2001, Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
b) the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements;
c) the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2024 and of its performance for the financial year ended on that date;
d) The information disclosed in the attached consolidated entity disclosure statement is true and correct; and
e) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

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

On behalf of the Directors

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David Rafter Director Sydney, 30 August 2024

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Michael Sainsbury Director Sydney, 30 August 2024

IPD Group

Year ended 30 June 2024

SECTION 5

Consolidated Statements

Financial Report 2024 for the year ended 30 June 2024

CONSOLIDATED STATEMENT OF PROFIT OR LOSS for the year ended 30 June 2024

	Note	Year ended	Year ended
		30 June 2024	30 June 2023
		$’000	$’000

Revenue from continuing operations	5	290,423	226,902
Materials and consumables used		(182,649)	(140,119)
Other income	5	926	554
Employee benefits expense		(50,040)	(44,880)
Freight and delivery expenses		(6,118)	(5,395)
Depreciation and amortisation expenses	6	(5,818)	(4,368)
Occupancy costs		(2,094)	(1,026)
Finance costs	6	(1,527)	(678)
Other expenses		(9,540)	(7,790)
Acquisition costs		(1,221)	-

Profit before income tax		32,342	23,200
Income tax expense	7	(9,978)	(7,123)
			-
Profit after income tax expense for the year		22,364	16,077

Earnings per share
Basic earnings per share (cents per share)	23	23.3	18.6
Diluted earnings per share (cents per share)	23	23.1	18.5

The consolidated statement of profit or loss should be read in conjunction with the Notes to the financial statements.

IPD Group

Year ended 30 June 2024

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the year ended 30 June 2024

	Year ended	Year ended
	30 June 2024	30 June 2023
	$’000	$’000

Profit after income tax for the year	22,364	16,077
Other comprehensive income
Items that may be reclassified subsequently toprofit or loss
Exchange differences in translation of foreign operations	(43)	116
Items that will not be reclassified subsequently toprofit or loss
Actuarial revaluation gain	27	36
Total comprehensive income for the year attributable to the owners	22,348	16,229
of IPD Group Ltd

The consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the Notes to the financial statements.

IPD Group

Year ended 30 June 2024

CONSOLIDATED STATEMENT OF FINANCIAL POSITION for the year ended 30 June 2024

	Note	30 June	30 June
		2024	2023
		$’000	$’000
Current assets
Cash and cash equivalents	8	22,284	20,757
Trade and other receivables	9	70,712	44,966
Inventories	10	78,918	42,327
Other assets		1,422	1,030
Total current assets		173,336	109,080

Non-current assets
Property, plant and equipment	11	4,445	3,973
Right of use assets	12	12,078	12,299
Intangible assets	13	78,404	10,459
Deferred tax assets	14	4,510	3,796
Total non-current assets		99,437	30,527

Total assets		272,773	139,607

Current liabilities
Trade and other payables	15	67,840	40,830
Current tax liabilities	17	2,176	2,710
Lease liability	12	3,992	3,011
Provisions	18	6,359	8,166
Total current liabilities		80,367	54,717

Non-current liabilities
Lease liability	12	9,612	10,804
Provisions	18	614	470
Borrowings	16	31,100	-
Deferred tax liabilities	19	339	701
Total non-current liabilities		41,665	11,975

Total liabilities		122,032	66,692

Net assets		150,741	72,915

Equity
Issued capital	20	95,639	31,580
Reserves	21	575	374
Retained earnings		54,527	40,961
Total equity		150,741	72,915

The consolidated statement of financial position should be read in conjunction with the Notes to the financial statements.

IPD Group Year ended 30 June 2024

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the year ended 30 June 2024

	Issued capital	Retained Earnings	Reserves	Total
	$’000	$’000	$’000	$’000
Balance at 1 July 2022	31,488	32,013	(69)	63,432
Profit for the year	-	16,077	-	16,077
Other comprehensive income	-	36	116	152
for the year (net of tax)
Total comprehensive income	-	16,113	116	16,229
Dividends paid (note 22)	-	(7,165)	-	(7,165)
Share issue (note 20)	92	-	327	419
Balance at 30 June 2023	31,580	40,961	374	72,915

Balance at 1 July 2023	31,580	40,961	374	72,915
Profit for the year	-	22,364	-	22,364
Other comprehensive income	-	27	(43)	(16)
for the year (net of tax)
Total comprehensive income	-	63,442	332	95,264
Dividends paid (note 22)	-	(8,825)	-	(8,825)
Share issue (note 20)	64,059	-	243	64,302
Balance at 30 June 2024	95,639	54,527	575	150,741

The consolidated statement of changes in equity should be read in conjunction with the Notes to the financial statements.

IPD Group Year ended 30 June 2024

CONSOLIDATED STATEMENT OF CASH FLOWS for the year ended 30 June 2024

	Note	Year ended	Year ended
		30 June 2024	30 June 2023
		$’000	$’000
Cash flows from operating activities
Receipts from customers		313,305	242,472
Payments to suppliers and employees		(277,830)	(228,194)
Finance costs paid		(334)	(368)
Income taxes paid		(11,776)	(6,490)
Net cash generated by operating activities	27	23,365	7,420


Cash flows from investing activities
Proceeds from the sale of property, plant and equipment		268	57
Payment for property, plant and equipment		(1,701)	(2,157)
R&D expenditure		(89)	-
Acquisition of Subsidiary, net of cash acquired		(99,817)	-
Acquisition advisory costs		(3,516)	-
Net cash used in investing activities		(104,855)	(2,100)


Cash flows from financing activities
Repayment of lease liabilities		(4,270)	(2,862)
Dividends paid		(8,825)	(7,165)
Proceeds from the issue of shares		65,008	-
Borrowings		31,100	-
Net cash generated from/(used in) financing activities		83,013	(10,027)


Net increase/(decrease) in cash and cash equivalents		1,523	(4,707)

Cash and cash equivalents at the beginning of the financial year		20,757	25,401
Effects of exchange rate changes on cash		4	63

Cash and cash equivalents at the end of the financial year		22,284	20,757

The consolidated statement of cash flows should be read in conjunction with the Notes to the financial statements.

IPD Group

Year ended 30 June 2024

SECTION 6

Notes to the Financial Statements

Financial Report 2024 for the year ended 30 June 2024

NOTES TO THE FINANCIAL STATEMENTS

1. BASIS OF PREPARATION

These general-purpose financial statements for the year ended 30 June 2024 have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The financial report complies with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board.

The consolidated financial statements have been prepared on the basis of historical cost, except for the revaluation of certain financial instruments to fair value. Cost is based on the fair values of the consideration given in exchange for assets.

The principal accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated.

The accounting policies that are material to the consolidated entity are set out below.

2. MATERIAL ACCOUNTING POLICY INFORMATION

(a) Basis for consolidation

The consolidated financial statements include the financial position and performance of controlled entities from the date on which control is obtained until the date that control is lost. IPD Group Ltd and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

Intragroup assets, liabilities, equity, income, expenses and cashflows relating to transactions between entities in the consolidated entity have been eliminated in full for the purpose of these financial statements. Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

Appropriate adjustments have been made to a controlled entity’s financial position, performance and cash flows where the accounting policies used by that entity were different from those adopted by the consolidated entity. All controlled entities have a June financial year end.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 32.

Subsidiaries

Subsidiaries are all entities (including structured entities) over which the parent has control. Control is established when the parent is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

(b) Business combinations

Business combinations are accounted for by applying the acquisition method which requires an acquiring entity to be identified in all cases. The acquisition date under this method is the date that the acquiring entity obtains control over the acquired entity.

The fair value of identifiable assets and liabilities acquired are recognised in the consolidated financial statements at the acquisition date.

IPD Group

Year ended 30 June 2024

2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(b) Business combinations (cont’d)

Goodwill or a gain on bargain purchase may arise on the acquisition date, this is calculated by comparing the consideration transferred and the amount of non-controlling interest in the acquiree with the fair value of the net identifiable assets acquired. Where consideration is greater than the net assets acquired, the excess is recorded as goodwill. Where the net assets acquired are greater than the consideration, the measurement basis of the net assets are reassessed and then a gain from bargain purchase recognised in profit or loss.

All acquisition-related costs are recognised as expenses in the periods in which the costs are incurred except for costs to issue debt or equity securities.

Any contingent consideration which forms part of the combination is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity then it is not remeasured and the settlement is accounted for within equity. Otherwise subsequent changes in the value of the contingent consideration liability are measured through profit or loss.

(c) Revenue and other income

Revenue from contracts with customers

The core principle of AASB 15 is that revenue is recognised on a basis that reflects the transfer of promised goods or services to customers at an amount that reflects the consideration the Group expects to receive in exchange for those goods or services. Revenue is recognised by applying a five-step model as follows:

Identify the contract with the customer
Identify the performance obligations
Determine the transaction price
Allocate the transaction price to the performance obligations
Recognise revenue as and when control of the performance obligations is transferred

Generally the timing of the payment for sale of goods and rendering of services corresponds closely to the timing of satisfaction of the performance obligations, however where there is a difference, it will result in the recognition of a receivable, contract asset or contract liability.

None of the revenue streams of the Group have any significant financing terms as there is less than 12 months between receipt of funds and satisfaction of performance obligations.

Specific revenue streams

The revenue recognition policies for the principal revenue streams of the Group are:

Sale of goods

Sale goods consists of industrial electrical products, including engineered solutions, direct to the "end user" customer and to the electrical wholesale markets. Revenue is recognised when the performance obligations have been satisfied, which is upon delivery of the goods.

Rendering of services

Rendering of services relates to the testing, calibration and repair of electrical testing and measurement equipment.

Revenue is recognised when the control of the promised goods and services is passed to the customer, typically upon performance or delivery of such goods and services. Accordingly, for the revenue streams described above, revenue is recognised at the point in time as the goods are delivered and services are performed.

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties.

Other income

Other income is recognised on an accruals basis when the Group is entitled to it.

(d) Operating segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

IPD Group

Year ended 30 June 2024

2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(e) Taxation

The tax expense recognised in the statement of profit or loss and other comprehensive income comprises current income tax expense plus deferred tax expense.

Current tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (loss) for the year and is measured at the amount expected to be paid to (recovered from) the taxation authorities, using the tax rates and laws that have been enacted or substantively enacted by the end of the reporting period. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred tax is provided on temporary differences which are determined by comparing the carrying amounts of tax bases of assets and liabilities to the carrying amounts in the consolidated financial statements.

Deferred tax is not provided for the following:

The initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
Taxable temporary differences arising on the initial recognition of goodwill.
Temporary differences related to investment in subsidiaries, associates and jointly controlled entities to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and losses can be utilised.

Current and deferred tax is recognised as income or an expense and included in profit or loss for the period except where the tax arises from a transaction which is recognised in other comprehensive income or equity, in which case the tax is recognised in other comprehensive income or equity respectively.

Tax consolidation

IPD Group Limited (“the Group”) and its 100% owned Australian subsidiaries are part of a tax consolidated group. As a result, members of the group have entered into a tax sharing arrangement in order to allocate income tax expense to the wholly-owned subsidiaries on a pro-rata basis. In addition, the agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its tax obligations. At the balance date, the possibility of default is remote. The head entity of the tax consolidation is the Group.

The Group has recognised the current tax liability of the tax consolidated group.

Members of the tax consolidated group are part of a tax funding agreement. The tax funding agreement provides for the allocation of current and deferred taxes to members of the tax consolidated group in accordance with their taxable income for the year. The allocation of taxes under the tax funding agreement is recognised as an increase/decrease in the subsidiaries’ intercompany accounts with the head entity. The Group has applied the group allocation approach to determine the appropriate amount of current and deferred tax to allocate to each member of the tax consolidated group.

(f) Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset. All other borrowing costs are recognised as an expense in the period in which they are incurred.

IPD Group Year ended 30 June 2024

2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(g) Inventories

Inventories are measured at the lower of cost and net realisable value. Cost of inventory is determined using the weighted average costs basis and is net of any rebates and discounts received. Net realisable value is estimated using the most reliable evidence available at the reporting date and inventory is written down through an obsolescence provision if necessary.

(h) Property, plant and equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment.

Land and buildings

Land and buildings are measured using the cost model.

Plant and equipment

Plant and equipment are measured using the cost model.

Depreciation

Property, plant and equipment, excluding freehold land, is depreciated on a straight-line basis over the assets useful life to the Group, commencing when the asset is ready for use.

Leased assets and leasehold improvements are amortised over the shorter of either the unexpired period of the lease or their estimated useful life.

The estimated useful lives used for each class of depreciable asset are shown below:

Fixed asset class	Useful life
Plant and Equipment	3 - 10 years
Furniture, Fixtures and Fittings	4 - 10 years
Motor Vehicles	4 - 5 years
Leasehold improvements	Over the period of the lease

At the end of each annual reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any revisions are accounted for prospectively as a change in estimate.

(i) Right of use assets

The right-of-use asset is measured using the cost model where cost on initial recognition comprises of the lease liability, initial direct costs, prepaid lease payments, estimated cost of removal and restoration less any lease incentives received.The right-of-use asset is depreciated over the lease term on a straight line basis and assessed for impairment in accordance with the impairment of assets accounting policy.

IPD Group Year ended 30 June 2024

2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(j) Financial Instruments

Financial instruments are recognised initially on the date that the Group becomes party to the contractual provisions of the instrument.

On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured at fair value through profit or loss where transaction costs are expensed as incurred).

Financial assets

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Classification

On initial recognition the Group classifies its financial assets at amortised cost.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets.

Amortised cost

Assets measured at amortised cost are financial assets where:
the business model is to hold assets to collect contractual cash flows; and
the contractual terms give rise on specified dates to cash flows are solely payments of principal and interest on the principal amount outstanding.

The Group's financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the statement of financial position.

Subsequent to initial recognition, these assets are carried at amortised cost using the effective interest rate method less provision for impairment.

Interest income, foreign exchange gains or losses and impairment are recognised in profit or loss. Gain or loss on derecognition is recognised in profit or loss.

Impairment of financial assets

Impairment of financial assets is recognised on an expected credit loss (ECL) basis for the following assets: � financial assets measured at amortised cost

When determining whether the credit risk of a financial assets has increased significant since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group's historical experience and informed credit assessment and including forward looking information.

The Group uses the presumption that an asset which is more than 30 days past due has seen a significant increase in credit risk.

The Group uses the presumption that a financial asset is in default when:
the other party is unlikely to pay its credit obligations to the Group in full, without recourse to the Group to actions such as realising security (if any is held); or
the financial assets is more than 90 days past due.

Credit losses are measured as the present value of the difference between the cash flows due to the Group in accordance with the contract and the cash flows expected to be received. This is applied using a probability weighted approach.

IPD Group Year ended 30 June 2024

2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(j) Financial Instruments (cont’d)

Trade receivables and contract assets

Impairment of trade receivables and contract assets have been determined using the simplified approach in AASB 9 which uses an estimation of lifetime expected credit losses. The Group has determined the probability of non-payment of the receivable and contract asset and multiplied this by the amount of the expected loss arising from default.

The amount of the impairment is recorded in a separate allowance account with the loss being recognised in finance expense. Once the receivable is determined to be uncollectable then the gross carrying amount is written off against the associated allowance.

Where the Group renegotiates the terms of trade receivables due from certain customers, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognised in profit or loss.

Other financial assets measured at amortised cost

Impairment of other financial assets measured at amortised cost are determined using the expected credit loss model in AASB 9. On initial recognition of the asset, an estimate of the expected credit losses for the next 12 months is recognised. Where the asset has experienced significant increase in credit risk then the lifetime losses are estimated and recognised.

Financial liabilities

The Group measures all financial liabilities initially at fair value less transaction costs, subsequently financial liabilities are measured at amortised cost using the effective interest rate method.

The financial liabilities of the Group comprise trade payables, bank and other loans and lease liabilities.

(k) Impairment of non financial assets

At the end of each reporting period the Group determines whether there is an evidence of an impairment indicator for non-financial assets.

Where an indicator exists and regardless for goodwill, indefinite life intangible assets and intangible assets not yet available for use, the recoverable amount of the asset is estimated.

Where assets do not operate independently of other assets, the recoverable amount of the relevant cash-generating unit (CGU) is estimated.

The recoverable amount of an asset or CGU is the higher of the fair value less costs of disposal and the value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit.

Where the recoverable amount is less than the carrying amount, an impairment loss is recognised in profit or loss.

Reversal indicators are considered in subsequent periods for all assets which have suffered an impairment loss, except for goodwill.

IPD Group Year ended 30 June 2024

2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(l) Intangible assets

Goodwill

Goodwill is carried at cost less accumulated impairment losses. Goodwill is calculated as the excess of the sum of: i) the consideration transferred;

ii) any non-controlling interest; and iii) the acquisition date fair value of any previously held equity interest;

over the acquisition date fair value of net identifiable assets acquired in a business combination.

Under the 'full goodwill method', the fair values of the non-controlling interests are determined using valuation techniques which make the maximum use of market information where available.

Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates.

Goodwill is not amortised but is tested for impairment annually and is allocated to the Group's cash generating units or groups of cash generating units, which represent the lowest level at which goodwill is monitored but where such level is not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold.

Changes in the ownership interests in a subsidiary are accounted for as equity transactions and do not affect the carrying values of goodwill.

(m) Cash and cash equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term investments which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

Bank overdrafts also form part of cash equivalents for the purpose of the statement of cash flows and are presented within current liabilities on the statement of financial position.

(n) Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

(o) Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

(p) Leases

At inception of a contract, the Group assesses whether a lease exists - i.e. does the contract convey the right to control the use of an identified asset for a period of time in exchange for consideration.

IPD Group Year ended 30 June 2024

2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(p) Leases (cont’d)

This involves an assessment of whether:

The contract involves the use of an identified asset - this may be explicitly or implicitly identified within the agreement. If the supplier has a substantive substitution right then there is no identified asset.
The Group has the right to obtain substantially all of the economic benefits from the use of the asset throughout the period of use.
The Group has the right to direct the use of the asset i.e. decision making rights in relation to changing how and for what purpose the asset is used.

Lessee accounting

The non-lease components included in the lease agreement have been separated and are recognised as an expense as incurred.

At the lease commencement, the Group recognises a right-of-use asset and associated lease liability for the lease term. The lease term includes extension periods where the Group believes it is reasonably certain that the option will be exercised.

The right-of-use asset is depreciated over the lease term on a straight line basis and assessed for impairment in accordance with the impairment of assets accounting policy.

The lease liability is initially measured at the present value of the remaining lease payments at the commencement of the lease. The discount rate is the rate implicit in the lease, however where this cannot be readily determined then the Group's incremental borrowing rate is used.

Subsequent to initial recognition, the lease liability is measured at amortised cost using the effective interest rate method. The lease liability is remeasured whether there is a lease modification, change in estimate of the lease term or index upon which the lease payments are based (e.g. CPI) or a change in the Group's assessment of lease term.

Where the lease liability is remeasured, the right-of-use asset is adjusted to reflect the remeasurement or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Exceptions to lease accounting

The Group has elected to apply the exceptions to lease accounting for both short-term leases (i.e. leases with a term of less than or equal to 12 months) and leases of low-value assets. The Group recognises the payments associated with these leases as an expense on a straight-line basis over the lease term.

(q) Employee benefits

Provision is made for the Group's liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be wholly settled within one year have been measured at the amounts expected to be paid when the liability is settled.

Employee benefits expected to be settled more than one year after the end of the reporting period have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Cashflows are discounted using market yields on high quality corporate bond rates incorporating bonds rated AAA or AA by credit agencies, with terms to maturity that match the expected timing of cashflows. Changes in the measurement of the liability are recognised in profit or loss.

(r) Warranty provisions

Warranty provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

IPD Group Year ended 30 June 2024

2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(r) Warranty provisions (cont’d)

Provisions are measured at the present value of management's best estimate of the outflow required to settle the obligation at the end of the reporting period. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the unwinding of the discount is taken to finance costs in the statement of profit or loss and other comprehensive income.

(s) Issued capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(t) Dividends

Dividends are recognised when declared during the financial year and no longer at the discretion of the Group.

(u) Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(v) Share based payments

Equity-settled and cash-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

IPD Group Year ended 30 June 2024

2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(v) Share based payments (cont’d)

during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.

Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

(w) Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.

For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.

IPD Group Year ended 30 June 2024

2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(x) Foreign currency transactions and balances

Transaction and balances

Foreign currency transactions are recorded at the spot rate on the date of the transaction.

At the end of the reporting period:

Foreign currency monetary items are translated using the closing rate;
Non-monetary items that are measured at historical cost are translated using the exchange rate at the date of the transaction; and
Non-monetary items that are measured at fair value are translated using the rate at the date when fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition or in prior reporting periods are recognised through profit or loss, except where they relate to an item of other comprehensive income or whether they are deferred in equity as qualifying hedges.

Foreign operations

Foreign subsidiary transactions and balances are translated at the closing rate at the end of each reporting period. Exchange differences arising on translating monetary items at rates different from those at which they were translated on initial recognition or in prior reporting periods are recognised in equity.

(y) Research & Development

Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is probable that the project will be a success considering its commercial and technical feasibility; the consolidated entity is able to use or sell the asset; the consolidated entity has sufficient resources and intent to complete the development; and its costs can be measured reliably. Capitalised development costs are amortised on a straightline basis over the period of their expected benefit, being their finite life of 5 years.

(z) Adoption of new and revised accounting standards

There were no new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are material to the Group for the year ended 30 June 2024.

(aa) Rounding of amounts

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Share-based payment transactions

The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or BlackScholes model taking into account the terms and conditions upon which the instruments were granted. The accounting

IPD Group

Year ended 30 June 2024

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (CONT’D)

Share-based payment transactions (cont’d)

estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Refer to note 29 for further information.

Revenue from contracts with customers involving sale of goods

When recognising revenue in relation to the sale of goods to customers, the key performance obligation of the consolidated entity is considered to be the point of delivery of the goods to the customer, as this is deemed to be the time that the customer obtains control of the promised goods and therefore the benefits of unimpeded access.

Net realisable value of inventories

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The realisable value is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect the recoverable amount of inventory.

Estimation of useful lives of assets

The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

Goodwill and other indefinite life intangible assets

The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 2. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.

Lease term

The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the consolidated entity's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The consolidated entity reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.

Employee benefits provision

As discussed in note 2, the liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.

Business combinations

As discussed in note 2, business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the consolidated entity taking into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported.

IPD Group Year ended 30 June 2024

4. SEGMENT INFORMATION

Operating segments are reported in a manner which is consistent with the internal reporting provided to the CODM as defined above. The CODM have been identified as the Board of Directors for the Group.

The internal reports reviewed by the Board, which are used to make strategic decisions, are separated into the Group’s key market segments Products division and Services Division:

Operating segments have been defined as:

Products division – core focus in the products division is the sale of electrical infrastructure products to customers including switchboard manufacturers, electrical wholesalers, electrical contractors, power utilities, OEMs and system integrators
Services Division – provision of services, including installation and commissioning, calibration and testing, maintenance and repairs and refurbishment

The accounting policies of the reportable secondary segments are the same as Group’s accounting policies.

Year ended 30 June 2024	Products	Services
	division	division	Total
	$’000	$’000	$’000
Revenue from external customers	270,682	19,741	290,423
Other revenue/income	165	28	193

Total revenue from ordinary activities	270,847	19,769	290,616

Earnings before Interest, Tax, Depreciation and	37,957	933	38,890
Amortisation

Depreciation and amortisation expense			(5,818)
Interest expense			(730)
Profit before income tax			32,342

Income Tax			(9,978)
Net profit after income tax			22,364

Year ended 30 June 2023	Products	Services
	division	division	Total
	$’000	$’000	$’000
Revenue from external customers	208,063	18,839	226,902
Other revenue/income	243	1	244

Total revenue from ordinary activities	208,306	18,840	227,146

Earnings before Interest, Tax, Depreciation and	26,436	1,303	27,739
Amortisation

Depreciation and amortisation expense			(4,368)
Interest expense			(171)
Profit before income tax			23,200

Income Tax			(7,123)
Net profit after income tax			16,077

The Group’s assets were not split by reportable secondary operating segment as the CODM do not utilise this information for the purposes of resource allocation and assessment of segment performance.

IPD Group

Year ended 30 June 2024

5. REVENUE AND OTHER INCOME

	2024	2023
	$’000	$’000
Revenue from external customers	290,423	226,902

Other Income
Recoveries	49	193
Profit from sale of fixed assets	120	48
Interest income	733	310
Other Income	24	3
Total other income	926	554

Total Revenue	291,349	227,456
and Other Income

6. EXPENSES

	2024	2023
	$’000	$’000
Depreciation
Plant and Equipment	1,831	1,430
Buildings ROU	3,821	2,888
Plant and Equipment ROU	2	50
Amortisation
Intangibles	164	-
Total depreciation and amortisation	5,818	4,368

Finance costs
Bank charges	64	198
Interest expense on lease liabilities	1,463	480
Total finance costs	1,527	678

IPD Group Year ended 30 June 2024

7. INCOME TAX EXPENSE

7. INCOME TAX EXPENSE
	2024	2023
	$’000	$’000
Income tax expense
Current Tax Expense
Local income tax -current period	10,097	7,552
Adjustments recognised for prior periods	(25)	(89)
Deferred Tax Expense
Origination and reversal of temporary differences	(94)	(340)
Total income tax expense	9,978	7,123
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense	32,342	23,200
Tax at the statutory tax rate of 30% (2023: 30%)	9,703	6,960
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Entertainment expenses	120	122
Management share rights	180	126
Other non-allowable items	-	4
Over provision for income tax in prior year	(25)	(89)
Income tax expense	9,978	7,123

8. CASH AND CASH EQUIVALENTS

8. CASH AND CASH EQUIVALENTS
	2024	2023
	$’000	$’000
Cash at bank	22,284	25,757
Cash and cash equivalents	22,284	20,757
Cash and Cash equivalents reported in the statement of cash flows are	reconciled to the equivalent items in the
statement of financialposition as follows:
Cash and cash equivalents	22,284	20,757
Balance as per statement of cash flows	22,284	20,757

9. TRADE AND OTHER RECEIVABLES

9. TRADE AND OTHER RECEIVABLES
	2024	2023
	$’000	$’000
Trade receivables	71,462	45,535
Provision for impairment	(750)	(569)
Trade and other receivables	70,712	44,966

The carrying value of trade receivables is considered a reasonable approximation of fair value due to the short-term nature of the balances.

IPD Group Year ended 30 June 2024

9. TRADE AND OTHER RECEIVABLES (CONT’D)

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable in the financial statements.

Impairment of receivables

Impairment of receivables
	2024	2023
	$’000	$’000
Balance at beginning of the year	569	524
(Write off) / additional impairment loss recognised	181	45
Balance at end of year	750	569

The Group measures the loss allowance for trade receivables at an amount equal to lifetime expected credit loss (ECL). The ECL on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

	Trade receivables	Credit loss	Provision for impairment
	$’000	allowance	$’000
Current	66,797	0.42%	283
0 – 30 days	4,274	6.11%	261
31 – 60 days	60	43.33%	26
61 – 90 days	109	47.71%	52
90+ days	222	57.66%	128
Total trade receivables	71,462		750

There has been no change in the estimation techniques or significant assumptions made during the current reporting period.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings.

10. INVENTORIES

		2024	2023
		$’000	$’000
	Finished goods	78,374	42,065
	Work in progress	544	262
Total Inventories		78,918	42,327

Write-downs of inventories to net realisable value during the year were $Nil (2023: $ NIL).

IPD Group

Year ended 30 June 2024

11. PROPERTY, PLANT AND EQUIPMENT

			Furniture,
			Fixtures
	Plant and	Computer	and	Motor	Leasehold
	Equipment	Equipment	Fittings	Vehicles	Improvements	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Year ended 30 June 2024
Balance1July2023	382	970	494	1,106	1,021	3,973
Additions	273	612	114	672	132	1,803
Additions through the
acquisition of entity	442	-	128	-	29	599
Disposals	(9)	-	(17)	(84)	-	(110)
Foreign exchange on
translation	-	11	-	-	-	11
Depreciation expense	(239)	(583)	(135)	(422)	(452)	(1,831)
Balance at 30 June 2024	849	1,010	584	1,272	730	4,445
Year ended 30 June 2024
Cost	4,470	4,506	1,327	3,236	2,193	15,732
Accumulated depreciation	(3,621)	(3,496)	(743)	(1,964)	(1,463)	(11,287)
Balance at 30 June 2024	849	1,010	584	1,272	730	4,445

			Furniture,
			Fixtures
	Plant and	Computer	and	Motor	Leasehold
	Equipment	Equipment	Fittings	Vehicles	Improvements	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Year ended 30 June 2023
Balance 1 July 2022	463	721	420	1,060	690	3,354
Additions	108	627	167	496	606	2,004
Disposals	-	(4)	-	(13)	-	(17)
Foreign exchange on	-	53	6	1	2	62
translation
Depreciation expense	(189)	(427)	(99)	(438)	(277)	(1,430)
Balance at 30 June 2023	382	970	494	1,106	1,021	3,973
Year ended 30 June 2023
Cost	3,321	3,900	1088	2,957	2,031	13,297
Accumulated depreciation	(2,939)	(2,930)	(594)	(1,851)	(1,010)	(9,324)
Balance at 30 June 2023	382	970	494	1,106	1,021	3,973

IPD Group Year ended 30 June 2024

12. LEASES

Right-of-use assets

Right-of-use assets
		Motor
	Buildings	Vehicles	Total
	$’000	$’000	$’000
Year ended 30 June 2024
Balance at the beginningof theyear	12,297	2	12,299
Additions to right-of-use assets	3,600	-	3,600
Depreciation charge	(3,819)	(2)	(3,821)
Balance at the end of year	12,078	-	12,078

Year ended 30 June 2023
Balance at the beginningof theyear	11,074	52	11,126
Additions to right-of-use assets	4,110	-	4,110
Depreciation charge	(2,887)	(50)	(2,937)
Balance at the end of year	12,297	2	12,299

Lease liabilities

				Total	Lease liabilities included
				undiscounted	in this Statement of
	< 1 year	1 - 5 years	> 5 years	lease liabilities	Financial Position
	$’000	$’000	$’000	$’000	$’000
June 2024
Lease liabilities	4,326	10,134	241	14,701	13,604
June 2023
Lease liabilities	3,454	10,808	786	14,348	13,815

Right-of-use assets and lease liabilities

The Group has leases for various network sites and motor vehicles. Rental contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non- lease components based on their relative stand-alone prices.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment.

IPD Group

Year ended 30 June 2024

13. INTANGIBLE ASSETS

	2024	2023
	$’000	$’000
Goodwill	76,704	10,459
Development costs	1,700	-
Closing Balance	78,404	10,459

Reconciliation of the written down value at the beginning and end of the current and previous financial year is set out below:

	Goodwill	Development costs	Total
	$’000	$’000	$’000
Year ended 30 June 2024
Balance at the beginning of the year	10,459	-	10,459
Additions through business combination (Note 26)	66,245	1,775	68,020
Additions	-	89	89
Amortisation charge	-	(164)	(164)
Balance at the end of year	76,704	1,700	78,404

Goodwill impairment was assessed on the basis that IPD, EX Engineering and CMI Operations are identifiable cash generating business units.

				IPD	EX Engineering	CMI Operations	Total
				$’000	$’000	$’000	$’000
Balance at	30	June	2024	10,459	9,092	57,153	76,704

The recoverable amount of the consolidated entity's goodwill has been determined by a value-in-use calculation using a discounted cash flow model, based on a 5 year projection period using a steady rate, together with a terminal value.

Key rate assumptions included in the current financial year impairment assessment are set out in the following table:

	IPD	EX Engineering	CMI Operations
	%	%	%
Discount rate – pre- tax	12%	12%	12%
Long-term annual growth rate	4%	4%	4%

Forecast transaction volumes are the key drivers in determining the cashflow projection for each CGU. In the even that transaction volumes do not reach the levels forecast there is a risk that the forecast cashflows are not sufficient to support the carrying value of goodwill and an impairment charge may be reported in a future accounting period.

Sensitivity to change assumptions:

Increases in discount rates or changes in other key assumptions may cause the recoverable amount to fall below carrying values. Based on current economic conditions and CGU performances, there are no reasonably possible changes to key assumptions used in the determination of CGU recoverable amounts that would result in material impairment to the consolidated entity.

IPD Group Year ended 30 June 2024

14. DEFERRED TAX ASSETS

	2024	2023
	$’000	$’000
Deferred tax assets
Provisions and accruals	2,364	2,795
Right of use assets	464	443
Section 40-880 deduction – Acquisition and legal costs	1,179	496
Subsidiaryacquisition costs	503	52
Other	-	10
Total deferred tax assets	4,510	3,796

	2024	2023
	$’000	$’000
The movement of net deferred tax assets during the year is as follows:
Opening balance	3,796	2,891
Amount recognised in profit and loss	(237)	817
Amount recognised in equity	619	-
Adjustments recognised for prior periods	28	88
Additions through business combinations	304	-
Closing balance	4,510	3,796

15. TRADE AND OTHER PAYABLES

	2024	2023
	$’000	$’000
Trade payables	51,870	33,287
Other payables	14,749	7,543
Contingent consideration (i)	1,221	-
Total trade and other payables	67,840	40,830

(i) Represents contingent consideration on the acquisition of EX Engineering Pty Ltd. The Earn Out amount of $1,221,000 was calculated as the Actual FY24 EBITDA minus the Actual FY23 EBITDA, times a pre-determined multiplier up to a maximum aggregate Purchase Price of $11,400,000.

16. BORROWINGS

16. BORROWINGS
	2024	2023
	$’000	$’000
Working capital facility (i)	-	-
Acquisition debt facility (ii)	31,100	-
Total facility	31,100	-

Current	-	-
Non-current	31,100	-
Total facility	31,100	-

IPD Group Year ended 30 June 2024

16. BORROWINGS (CONT’D)

16.1 Facilities

During the financial year, the Group had the following borrowing facilities established:

(i) The Group has a $10,000,000 working capital finance facility available to meet working capital requirements.
(ii) The Group has a $40,000,000 acquisition debt facility available to fund the acquisition of CMI Operations Ltd of which $31,100,000 has been drawn as at 30 June 2024.

17. CURRENT TAX LIABILITIES

17. CURRENT TAX LIABILITIES
	2024	2023
	$’000	$’000
Income tax payable	2,176	2,710
Total Income tax payable	2,176	2,710
18. PROVISIONS
	2024	2023
	$’000	$’000
Current
Warranties	235	142
Provision of employee benefits	6,124	8,024
Total current provisions	6,359	8,166
Non-current
Provision of employee benefits	614	470

19. DEFERRED TAX LIABILITIES

	2024	2023
	$’000	$’000
Deferred tax liabilities
Depreciation	337	681
Unrealised foreign exchange losses	2	20
Total deferred tax liabilities	339	701

	2024	2023
	$’000	$’000
The movement of net deferred tax liabilities during the year is as follows:
Opening balance	701	235
Amount recognised in profit and loss	(331)	466
Additions through business combinations	(31)	-
Closing balance	339	701

IPD Group Year ended 30 June 2024

20. ISSUED CAPITAL

		2024	2023
		$	$
103,380,078 fully paid	ordinary shares (2023: 86,365,798)	95,638,743	31,579,708
Movement:
Date	Details		Number of
		$	Shares
1 July 2023	Opening balance	31,579,708	86,365,798
	Movement:
25 July 2023	Partial consideration of acquisition	1,012,044	221,272
30 September 2023	FY23 Performance Rights – Shares Issued	355,716	251,593
21 December 2023	New capital raised in the market	62,691,275	16,541,415
30 June 2024	Closing Balance	95,638,743	103,380,078

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Capital risk management

The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current company's share price at the time of the investment. The consolidated entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.

The consolidated entity is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year.

The capital risk management policy remains unchanged from the 30 June 2023 Annual Report.

IPD Group Year ended 30 June 2024

21. RESERVES

21. RESERVES
	2024	2023
	$’000	$’000
Foreign currency translation reserve	(101)	(59)
Share based payments reserve	676	433
Total reserves	575	374

Foreign currency translation reserve

The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.

Share based payments reserve

The reserve is used to recognise the equity-settled transactions with employees based on the fair value of the equity instruments at the date at which they are granted. The fair value is determined using either the Binomial or Back-Scholes model taking into account the terms and conditions upon which the instruments were granted.

22. DIVIDENDS

The following dividends were declared and paid:

	2024	2023
	$’000	$’000
Final ordinary fully franked dividend of 4.7 cents per share (2023: 3.7 cents per	4,070	3,192
share)
Interim ordinary fully franked dividend of 4.6 cents per share (2023: 4.6 cents per	4,755	3,973
share)
Total dividends declared and paid	8,825	7,165

The cents per share from the dividends paid during the year ended 30 June 2024 have been recalculated to reflect the proportion of shares post share split.

Franked dividends declared or paid during the year were franked at the tax rate of 30%.

Franking credits account

		2024	2023
		$’000	$’000
The franking credits available for subsequent financial years at a tax rate of	30%	24,057	16,006

The above available balance is based on the dividend franking account at year-end adjusted for: (a) Franking credits that will arise from the payment of the current tax liabilities;

(b) Franking debits that will arise from the payment of dividends recognised as a liability at the year end;

(c) Franking credits that will arise from the receipt of dividends recognised as receivables at the end of the year. The ability to use the franking credits is dependent upon the Company's future ability to declare dividends.

IPD Group Year ended 30 June 2024

23. EARNINGS PER SHARE

	Year ended	Year ended
	30 June 2024	30 June 2023
	Cents per share	Cents per share
Basic earnings per share	23.3	18.6
Diluted earnings per share	23.1	18.5

Reconciliation of earnings used in calculating earnings per share

	Year ended	Year ended
	30 June 2024	30 June 2023
	$’000	$’000
Net profit	22,364	16,077

Reconciliation of shares used in calculating earnings per share

	Year ended	Year ended
	30 June 2024	30 June 2023
	No.	No.
Opening and closing balance of	86,365,798	86,285,762
shares for theperiod
Shares issued	17,014,280	80,036
Closing balance of shares for the	103,380,078	86,365,798
period
Weighted average number of	96,039,605	86,345,843
ordinary shares used in the
calculation of basic earnings per
share

Shares deemed to be issued for no
consideration in respect of:
Employee performance Rights	617,355	674,742
Closing number of shares deemed	103,997,433	87,040,540
to be issued for theperiod
Weighted average number of	96,642,191	86,795,191
ordinary shares used in the
calculation of diluted earnings
per share

The weighted average number of shares for the year ended 30 June 2024 has been restated to reflect the proportion of shares post-share split that were on hand during the prior financial period

24. REMUNERATION OF AUDITORS

During the financial year, the following fees were paid or payable for services provided by PKF, the auditor of the company, its network firms and unrelated firms:

	2024	2023
	$’000	$’000
Audit services – PKF Audit and Assurance
Auditing and reviewing the financial statements	287	167
Other services PKF
Taxation service	21	56
Other consulting services	3	109
Tax due diligence relating to business acquisitions	15	-
Investigating accountant's report and due diligence relating to business acquisitions	96	-
Total remuneration of auditors	422	332

IPD Group Year ended 30 June 2024

25. INTERESTS IN SUBSIDIARIES

The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-owned subsidiaries in accordance with the accounting policy described in note 2:

		Percentage	Percentage
	Principal place of business /	Owned (%)	Owned (%)
	Country of Incorporation	2024	2023
Addelec Power Services PtyLtd	Australia	100	100
Control Logic PtyLtd	Australia	100	100
High TechnologyControl PtyLtd	Australia	100	100
IPD Colombo(PVT)Ltd	Sri Lanka	100	100
IPD Services PtyLtd	Australia	100	100
EX EngineeringPtyLtd	Australia	100	-
CMI Operations PtyLtd	Australia	100	-

26. BUSINESS COMBINATIONS

On 21 July 2023, IPD Group acquired 100% interest of EX Engineering Pty Ltd for a total consideration of $11,400,000 and obtained control. EX Engineering is a Perth-based business that specialises in the design, stocking, supply, modification, and repair of electrical hazardous area equipment. This acquisition is expected to significantly enhance IPD’s Ex equipment offering to clients, with a focus on expanding the EX Engineering business to the Eastern States.

The following table shows the assets acquired, liabilities assumed and the purchase consideration at the acquisition date:

	Fair Value
	$’000
Purchase Consideration
Cash	9,161
Shares issued	1,018
Contingent consideration	1,221
Total purchase consideration	11,400

Assets or liabilities acquired
Cash	892
Trade receivables	1,106
Inventories	1,914
Plant and equipment	29
Deferred tax assets	47
Other assets	187
Right of Use Assets	805
Tradepayables	(698)
Current tax liabilities	(514)
Lease liability	(805)
Provisions	(97)
Other Liabilities	(558)
Total net identifiable assets	2,308

Identifiable assets acquired and liabilities assumed	2,308

Consideration	11,400
Less: Identifiable assets acquired	(2,308)
Goodwill	9,092

IPD Group Year ended 30 June 2024

26. BUSINESS COMBINATION (CONT’D)

The goodwill is attributable to EX Engineering Pty Ltd’s strong position and profitability in trading in the electrical hazardous area equipment market and synergies expected to arise after the company’s acquisition of the new subsidiary. None of the goodwill is expected to be deductible for tax purposes. See note 13 for the changes in goodwill as a result of the acquisition.

The Group applies provisional accounting for any business combination. Any reassessment of the fair value of the assets acquired or liabilities assumed during the earlier of the finalisation of the provisional accounting or 12 months from acquisition date is adjusted for retrospectively, with corresponding adjustments against goodwill. Thereafter, at each reporting date, any increase or decrease in the fair value of the assets acquired or liabilities assumed will result in a corresponding gain or loss recognised in profit or loss. The fair value of deferred tax assets and tax liabilities is provisional pending final valuations.

The contingent consideration arrangement requires the Group to pay the former owners of Ex Engineering Pty Ltd an Earn Out amount to be calculated as the Actual FY24 EBITDA minus the Actual FY23 EBITDA, times a pre-determined multiplier up to a maximum aggregate Purchase Price of $11.4 million.

On 28 November 2023, IPD announced it had entered into a conditional agreement to acquire 100% of the issued shares in CMI Operations, a leading distributor of electrical cables and manufacturer & distributor of plug brands in Australia, from ASX-listed Excelsior Capital Limited (ASX:ECL) for total consideration of up to $101.0 million. This consideration comprised an upfront payment of $92.1 million, subject to customary working capital and net debt adjustment, and a maximum contingent payment of $8.9 million.The CMI Operations acquisition was funded through a combination of a fully-underwritten $65m equity raising and a new $40m debt facility, and was completed on 31 January 2024.

The CMI Operations acquisition extends IPD’s product suite, increases supplier diversity, strengthens its overall value proposition with existing customers, and broadens customer reach.

The following table shows the assets acquired, liabilities assumed and the purchase consideration at the acquisition date:

	Fair Value
	$’000
Purchase Consideration
Cash	93,439
Total purchase consideration	93,439

Assets or liabilities acquired
Cash	1,891
Trade receivables	18,288
Inventories	28,504
Plant and equipment	569
Right of Use Assets	2,488
Deferred tax assets	279
Other assets	45
Intangibles	1,775
Tradepayables	(10,515)
Lease liability	(2,488)
Provisions	(3,855)
Other Liabilities	(695)
Total net identifiable assets	36,286

Identifiable assets acquired and liabilities assumed	36,286

Consideration	93,439
Less: Identifiable assets acquired	(36,286)
Goodwill	57,153

IPD Group Year ended 30 June 2024

26. BUSINESS COMBINATION (CONT’D)

The goodwill is attributable to CMI Operations strong position and profitability in trading in the cable and plug market, R&D and synergies expected to arise after the company’s acquisition of the new subsidiary. None of the goodwill is expected to be deductible for tax purposes. See note 13 for the changes in goodwill as a result of the acquisition.

If both of the acquisitions had occurred on 1 July 2023, consolidated revenue, and consolidated profit after tax for the year ended 30 June 2024 would have been $350,429,000 and $28,025,000 respectively.

27. CASHFLOW INFORMATION

Reconciliation of result for the year to cashflows from operating activities

Reconciliation of net income to net cash provided by operating activities:

Reconciliation of net income to net cash provided by operating activities:
	2024	2023
	$’000	$’000
Profit for the year	22,364	16,077
Cash flows excluded from profit attributable to operating activities
Non-cash flows and non-operating cash items in profit:
- depreciation	5,818	4,368
- net (gain)/loss on disposal of property, plant and equipment	(120)	(48)
- interest on lease liabilities	460	480
- actuarial gain/(loss)	(47)	-
- performance rights expensed	599	419
- acquisition costs	1,221	-
Changes in assets and liabilities:
- (increase)/decrease in trade and other receivables	(25,746)	(7,362)
- (increase)/decrease in other assets	(546)	182
- (increase)/decrease in inventories	(36,592)	(9,419)
- (increase)/decrease in tax liability	(534)	1,072
- (increase)/decrease in deferred tax asset	(1,075)	(439)
- (increase)/decrease in financial assets	-	-
- (increase)/decrease in working capital on acquisition of subsidiary	33,438	-
- increase/(decrease) in trade and other payables	25,788	56
- increase/(decrease) in provisions	(1,663)	2,034
- increase/(decrease) in other liabilities	-	-
Cashflows from operations	23,365	7,420

IPD Group

Year ended 30 June 2024

28. SHARE BASED PAYMENTS

At 30 June 2024 the Group has the following share-based payment schemes:

The EIP is a long-term incentive plan, under which options or performance rights to subscribe for or be transferred Shares (Plan Awards) may be offered to eligible employees (including a director employed in an executive capacity or any other person who is declared by the Board to be eligible) selected by the Directors at their discretion.

The invitations issued to eligible employees will include information such as the amount required to be paid for the Plan Award (if any), vesting conditions and any trading restrictions on dealing with Shares allocated on vesting or exercise of a Plan Award. Upon acceptance of an invitation, the Directors will grant Plan Awards in the name of the eligible employee. On vesting, one Plan Award is exercisable into or entitles the holder to one Share. Unless otherwise specified in an invitation, the Directors have the discretion to settle Plan Awards with a cash equivalent payment.

Share based payments granted during the current financial year:

Performance	rights	Effective grant date	Number granted	Grant date fair	Vesting date
series				value
				$
Tranche	1	8/12/2023	70,388	229,037	30/09/2024
Tranche	2	8/11/2023	70,388	229,037	30/09/2025
Tranche	3	8/11/2023	70,387	229,033	30/09/2026

Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for the effects on non-transferability, performance hurdles, and employment considerations.

Performance	rights	Grant date fair	Rights life	Dividend yield
series		value		$
Tranche	1	$3.25	1 Year	3.17%
Tranche	2	$3.25	2 Years	3.17%
Tranche	3	$3.25	3 Years	3.17%

Movement in share based payments reserve	2024	2023
	$’000	$’000
Balance at 1 July 2023	433	106
Recognised for the year:
- Performance rights granted	627	419
- Performance rights forfeited	(28)	-
Total recognised for the year	599	419

- Exercise of performance rights	(356)	(92)
Balance at 30 June 2024	676	433

IPD Group Year ended 30 June 2024

28. SHARE BASED PAYMENTS (CONT’D)

Details of LTI movement are as follows:	Weighted Average	Number of LTI
	Fair Value	issued
	$
Balance at 30 June 2022		240,110
- Performance rights granted	1.64	514,668
- Performance rights exercised	1.20	(80,036)
Balance at 30 June 2023		674,742
- Performance rights granted	3.25	211,163
- Performance rights exercised	4.85	(251,593)
- Performance rights forfeited	1.64	(16,957)
Balance at 30 June 2024		617,355

29. FINANCIAL INSTRUMENTS

Financial risk management objectives

The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk) and credit risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity. The consolidated entity uses derivative financial instruments such as forward foreign exchange contracts to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments.

Foreign currency risk

Foreign currency forward contracts are used in the normal course of day-to-day business to hedge exposure to fluctuations in foreign exchange.

The maturity, settlement amounts and the average contractual exchange rates of the consolidated entity's outstanding forward foreign exchange contracts at the reporting date were as follows:

	Sell	Australian dollars	Average	exchange rates
		$’000
	2024	2023	2024	2023
Buy US dollars
Maturity
0–3 months	357	1,276	0.6540	0.6757
4–6 months	-	-	-	-
Buy Euros
Maturity
0–3 months	22	2,391	0.6069	0.6199
4–6 months	-	-	-	-

The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the reporting date were as follows:

	Assets			Liabilities
	$’000			$’000
	2024	2023	2024		2023
US dollars	34	33	-		-
Euros	4	450	-		-
New Zealand dollars	12	103	-		-
Total	50	586	-		-

IPD Group

Year ended 30 June 2024

29. FINANCIAL INSTRUMENTS (CONT’D)

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The consolidated entity obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements.

The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position:

	2024 1 year or less Between 1 and 5 years Over 5 years Total
	$’000 $’000 $’000 $’000
	Non-derivatives
	Non-interest bearing
	Trade payables 50,448 - - 50,448
	Other payables 17,391 - - 17,391
	Interest bearing – fixed rate
	Leaseliability 4,326 10,134 241 14,701
	Debtfacility - 31,100 - 31,100
	Total non-derivatives 72,165 41,234 241 113,640
	Derivatives
	Forward foreign exchange contracts net settled - - - -
	Total derivatives - - - -
	2023 1 year or less Between 1 and 5 years Over 5 years Total
	$’000 $’000 $’000 $’000
	Non-derivatives
	Non-interest bearing
	Trade payables 33,287 - - 33,287
	Other payables 7,543 - - 7,543
	Interest bearing– fixed rate
	Lease liability 3,454 10,108 786 14,348
	Total non-derivatives 44,284 10,108 786 55,178
	Derivatives
	Forward foreign exchange contracts net settled - - - -
	Total derivatives - - - -

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value

IPD Group Year ended 30 June 2024

30. KEY MANAGEMENT PERSONNEL

The individuals within the Group who have been determined to be Key Management Personnel (‘KMP’) for the period ended 30 June 2024 are those people who have the authority and responsibility for planning, directing and controlling the Group’s activities, either directly or indirectly. The Group’s key management personnel are the Directors of the company.

Compensation

The aggregate compensation made to key management personnel of the Group is set out below:

	2024	2023
	$’000	$’000
Short term employee benefits	1,537	1,506
Post employment benefits	94	78
Long term benefits	18	22
Share based payments	399	305
Total remuneration of key management personnel	2,048	1,911

31. RELATED PARTY TRANSACTIONS

There were no related party transactions for the year ended 30 June 2024.

32. PARENT ENTITY

The following information has been extracted from the books and records of the parent, IPD Group Ltd and has been prepared in accordance with Accounting Standards. The financial information for the parent entity, IPD Group Ltd has been prepared on the same basis as the financial statements except as disclosed below.

Investments in subsidiaries, associates and joint ventures

Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements of the parent entity. Dividends received from associates are recognised in the parent entity profit or loss, rather than being deducted from the carrying amount of these investments.

from the carrying amount of these investments.
	30 June	30 June
	2024	2023
	$’000	$’000
Assets
Total current assets	101,770	107,889
Non-current assets	137,263	28,742
Total assets	239,033	136,631

Liabilities
Current liabilities	68,412	66,106
Non-current liabilities	39,755	11,539
Total liabilities	108,167	77,645

Equity
Issued capital	95,639	31,580
Share-based payments reserve	676	433
Retained earnings	34,551	26,973
Total equity	130,866	58,986

Summarised statement of profit and loss
Profit for the year	16,403	12,583

IPD Group

Year ended 30 June 2024

33. EVENTS AFTER THE REPORTING DATE

34. SHARHOLDERS INFORMATION

Distribution of shareholders

As at 30 August 2024, the distribution of shareholding was as follows:

		Percentage of
Size of		Issued Share	Number of	Distribution of
shareholding	Shares held	Capital	shareholders	shareholders
1 – 1,000	917,160	0.89%	1,976	48.36%
1,001 – 5,000	3,472,284	3.36%	1,402	34.31%
5,001 – 10,000	2,636,055	2.55%	360	8.81%
10,001 – 100,000	7,278,632	7.04%	305	7.46%
Over 100,000	89,075,947	86.16%	43	1.05%
Total	103,380,078	100.00%	4,086	100.00%

Substantial shareholdings

The number of shares held by the substantial shareholders listed in the Company’s register of substantial shareholders as at 30 August 2024 were:

August 2024 were:
Shareholder	Number of shares	%
		Held
Mohamed Yoosuff and Mary Yoosuff	11,284,704	10.92%
Keith William Toose & Kirry Elizabeth Toose	5,812,079	5.62%
Twenty largest shareholders
Shareholder	Number of shares	%
		Held
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	20,525,850	19.85%
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED	13,186,166	12.76%
MOHAMED YOOSUFF	11,284,704	10.92%
CITICORP NOMINEES PTY LIMITED	8,610,263	8.33%
KEITH WILLIAM TOOSE + KIRRY ELIZABETH TOOSE	5,812,079	5.62%
BNP PARIBAS NOMINEES PTY LTD <HUB24 CUSTODIAL SERV	5,146,482	4.98%
LTD>
UBS NOMINEES PTY LTD	3,812,565	3.69%
CL AUST PTY LTD	3,074,965	2.97%
MIRRABOOKA INVESTMENTS LIMITED	2,683,202	2.6%
MRS DORIS MARIE ROBINSON	1,793,452	1.73%
CERTANE CT PTY LTD	1,519,521	1.47%
MR AHMAD AMIRI	1,434,481	1.39%
CERTANE CT PTY LTD	1,369,619	1.32%
MICHAEL SAINSBURY	1,039,988	1.01%
MRS LYN JO-AN LINDEN	1,023,212	0.99%
ANDREW MAN-TAT CHAN + KWAN-CHING WONG	802,842	0.78%
CONTROL LOGIC SUPER PTY LTD <CONTROL LOGIC SUPERFUND	595,811	0.58%
A/C>
BNP PARIBAS NOMS PTY LTD	593,335	0.57%
ANACACIA PTY LTD	591,739	0.57%
MR TERRENCE AUSTIN CHAPMAN + MRS ARZU AYLIN CHAPMAN	578,181	0.56%

Total top 20 shareholders	85,478,457	82.68%

IPD Group Year ended 30 June 2024

34. SHARHOLDERS INFORMATION (CONT’D)

Shareholders with less than a marketable parcel

As at 30 August 2024 there were 105 shareholders holding less than a marketable parcel of 108 ordinary shares in the company, totalling 7,508 ordinary shares.

Voting rights

The voting rights attached to ordinary shares are set out below:

Ordinary shares

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

There are no other classes of equity securities.

IPD Group Year ended 30 June 2024

35. COMPANY INFORMATION

Directors David Rafter, Chairman, Non-executive director Andrew Moffat, Non-executive director Michael Sainsbury, CEO Mohamed Yoosuff, Director of Strategic Development Company secretary Jade Cook Notice of annual general meeting The annual general meeting of IPD Group Limited will be held on the 26 November 2024 Registered office 43-47 Newton Road Wetherill Park NSW 2164 Phone: 1300 556 601 Principal place of business 43-47 Newton Road Wetherill Park NSW 2164 Phone: 1300 556 601 Share register Computershare Yarra Falls 452 Johnston Street, Abbotsford, Vic 3067 Phone: (03) 9415 5000 Auditor PKF Level 8, 1 O’Çonnell Street Sydney NSW 2000 Stock exchange listing IPD Group Limited shares are listed on the Australian Securities Exchange (ASX code: IPG) Website www.ipdgroup.com.au

IPD Group Year ended 30 June 2024

CONSOLIDATED ENTITY DISCLOSURE STATEMENT

The table below includes the consolidated entity information required by section 295 of the Corporations Act 2001 (Cth):

Entity Registered Name Entity Type Percentage of share capital held (%) Country of incorporation	Tax residency
	Australian or foreign Foreign jurisdiction
IPD Group Limited Body Corporate 100.00 Australia	Australian N/A
Addelec Power Services Pty Ltd Body Corporate 100.00 Australia	Australian N/A
Control Logic Pty Ltd Body Corporate 100.00 Australia	Australian N/A
High Technology Control Pty Ltd Body Corporate 100.00 Australiot yeta	Australian N/A
IPD Services Pty Ltd Body Corporate 100.00 Australia	Australian N/A
Ex Engineering Pty Ltd Body Corporate 100.00 Australia	Australian N/A
CMI Operations Pty Ltd Body Corporate 100.00 Australia	Australian N/A
IPD Colombo (PVT) Ltd Body Corporate 100.00 Sri Lanka	Foreign Sri Lanka

IPD Group Year ended 30 June 2024

ipdgroup.com.au

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AI assistant

IPD GROUP LTD — Annual Report 2024

65136_rns_2024-08-29_69dc1155-65d3-4e11-9675-abd5d89acc9e.pdf

Financial Report

TABLE OF CONTENTS

SECTION 1 Appendix 4E

APPENDIX 4E

Company details

Results for announcement to the market

Net Tangible Assets

SECTION 2 Director’s Report

DIRECTORS’ REPORT

DIRECTORS

COMPANY SECRETARY

CORPORATE GOVERNANCE

PRINCIPAL ACTIVITIES

Products division:

Services division:

REVIEW OF OPERATIONS

Outlook

SUBSEQUENT EVENTS

MEETINGS OF DIRECTORS

INFORMATION ON DIRECTORS

AUDITED REMUNERATION REPORT

Directors’ interests and remuneration

Non-Executive Director remuneration

Executive Director remuneration

Key terms of employment contracts

AUDITED REMUNERATION REPORT (CONT’D)

Executive Director

Executive Key Management remuneration

Executive incentive arrangements

Short-term incentives

AUDITED REMUNERATION REPORT (CONT’D)

Equity incentives

AUDITED REMUNERATION REPORT (CONT’D)

Performance conditions

TSR Rights

NPAT Rights

Vesting Date

AUDITED REMUNERATION REPORT (CONT’D)

Vesting Dates

Other information about Directors’ interests and benefits

AUDITED REMUNERATION REPORT (CONT’D)

Amounts of remuneration

AUDITED REMUNERATION REPORT (CONT’D)

AUDITED REMUNERATION REPORT (CONT’D)

Shareholding

Performance Rights

AUDITED REMUNERATION REPORT (CONT’D)

Share based payments

INDEMNIFICATION OF OFFICERS AND AUDITORS

AUDITOR’S INDEPENDENCE DECLARATION

Proceedings on behalf of the company

Non-audit services

ROUNDING OFF OF AMOUNTS

SECTION 3 Independent Reports

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