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Mirion Technologies Inc

For the period ended Dec 31, 2023. Filed Feb 28, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 28, 2024

MIR$19.26-1.1%Stored close · as of Nov 10, 2026

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Contents

Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of Mirion Technologies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mirion Technologies, Inc. and subsidiaries (the "Company") as of December 31, 2023 (Successor) and 2022 (Successor), and the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows, for the years ended December 31, 2023 (Successor) and 2022 (Successor), for the period from October 20, 2021 through December 31, 2021 (Successor), for the period from July 1, 2021 through October 19, 2021 (Predecessor), and for the year ended June 30, 2021 (Predecessor) and the related notes and the schedules listed in the Index at Item 16 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 (Successor) and 2022 (Successor), and the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows, for the years ended December 31, 2023 (Successor) and 2022 (Successor), for the period from October 20, 2021 through December 31, 2021 (Successor), for the period from July 1, 2021 through October 19, 2021 (Predecessor), and for the year ended June 30, 2021 (Predecessor) in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Contracts in Progress - Refer to Notes 1 and 4 to the financial statements

Critical Audit Matter Description

The Company recognizes revenue from certain contracts that involve customization of equipment to customer specifications using a percentage-of-completion method measured on the cost-to-cost basis, because transfer of control to the customer is continuous. The accounting for these contracts involves judgment, particularly as it relates to the process of estimating total costs for the performance obligation. The Company uses costs incurred as the input method to determine progress, and revenue is recognized based on costs incurred to date plus the estimate of the margin at completion.

Given the judgments necessary to estimate total costs to complete for certain fixed-price contracts that involve customization of equipment, auditing such estimates required extensive audit effort due to the subjectivity of cost to complete estimates and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to Contracts in Progress included the following, among others:

We selected a sample of fixed-price contracts that involve customization of equipment and performed the following:

Evaluated whether the contracts were properly included in management’s calculation of percentage-of-completion revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.

Compared the transaction prices to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.

Tested management’s identification of distinct performance obligations by evaluating whether the underlying goods, services, or both were highly interdependent and interrelated.

Tested the accuracy and completeness of the costs incurred to date for the performance obligation.

Evaluated the estimates of total cost by:

Comparing the expected total cost to previous estimates of expected total cost to identify potential bias in estimates.

Evaluating management’s ability to achieve the estimates of total cost and profit by performing corroborating inquiries with the Company’s project managers and engineers and comparing the estimates to engineering specifications.

Comparing management’s estimates of cost for certain labor and material inputs to salary information and vendor invoices or vendor quotes, when applicable.

Tested the mathematical accuracy of management's calculation of revenue for the performance obligation.

We evaluated management’s ability to estimate total costs accurately by evaluating significant fluctuations in margins year over year on percentage-of-completion contracts.

Goodwill — DSD, Technologies Europe and Asia, and Technologies North America Reporting Units — Refer to Notes 1 and 8 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The annual impairment test for all reporting units was performed as of October 1, 2023. The Company determines the fair value of its reporting units using a combination of the income approach and the market approach. The determination of the fair value using the income approach requires management to make significant estimates and assumptions related to estimated future cash flows. The determination of the fair value using the market approach requires management to make significant assumptions related to the metrics of publicly traded companies or historically completed transactions of comparable businesses. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both. No impairment was recognized for any reporting unit, as the fair value of each reporting unit exceeded its carrying value as of the measurement date.

We identified goodwill for DSD, Technologies Europe and Asia, and Technologies North America as a critical audit matter because of the significant estimates and assumptions management makes to estimate the fair value of the DSD, Technologies Europe and Asia, and Technologies North America reporting units and the increased uncertainty in the estimated future cash flow and selected discount rate. Accordingly, this audit area required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions, in particular related to the selection of the discount rates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to testing the estimated future cash flows and the selection of discount rates for the DSD, Technologies Europe and Asia, and Technologies North America reporting units included the following procedures, among others:

With the assistance of fair value specialists, we evaluated whether the method (i.e., valuation technique) used by management was appropriate in the context of the applicable financial reporting framework, as well as determining (i) whether a single method or multiple methods would be most appropriate in the circumstances and (ii) whether the results of each respective measure of fair value were appropriately evaluated and weighted by the entity.

We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.

We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases as well as in analyst and industry reports of the Company and companies in its peer group.

We considered the impact of changes in the regulatory environment on management’s forecasts.

With the assistance of our fair value specialists, we evaluated the discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.

/s/ DELOITTE & TOUCHE LLP

Atlanta, GA

February 28, 2024

We have served as the Company's auditor since 2015.

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