Annual financial statement
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1 www.ir.com Integrated Research Ltd > ABN 76 003 588 449 Suite 9.03, Level 9, 420 George Street, Sydney NSW 2000 Australia t: +61 (2) 9966 1066 e: InfoAP@ir.com Market Announcement Appendix 4E and Annual Financial Report Sydney, 27 August 2026 – In accordance with ASX Listing Rule 4.3A, Integrated Research Limited (Company, IR) (ASX:IRI) provides the attached Appendix 4E and Annual Financial Report for the year ended 30 June 2026. This announcement is approved for release by the Board. Leanne Ralph Company Secretary Integrated Research Limited ABN: 76 003 588 449 About IR At IR, we power elite business performance. Trusted by the world’s largest organizations for more than 30 years, our market-leading observability solutions are powered by Prognosis – the real-time intelligence platform built for multi-vendor infrastructure, UC&CX and payments environments. Find out more: www.ir.com.
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Appendix 4E Full year report Name of entity INTEGRATED RESEARCH LIMITED ABN Reporting period Previous corresponding (year ended) period (year ended) 76 003 588 449 30 June 2026 30 June 2025 Results for announcement to the market Extracts from this report for announcement to the market A$000 Revenues from ordinary activities Down 16% to 57,638 Profit before tax attributable to members Down 96% to 736 Net profit for the year attributable to members Down 91% to 1,210 Dividends Amount per security Franked amount per security Current Period Final ordinary dividend declared 3.00c 3.00c Special dividend declared 2.00c 2.00c Total dividends 5.00c 5.00c Previous corresponding period Final ordinary dividend 2.00c 2.00c Special dividend Nil Nil Total dividends 2.00c 2.00c On 27 August 2026, the Board declared a fully franked final ordinary dividend for the year ended 30 June 2026 of 3.0 cents per ordinary share. The Board also declared a fully franked special dividend for the year ended 30 June 2026 of 2.0 cents per ordinary share. The dividends will be paid on 15 October 2026 with a record date of 3 September 2026. NTA backing June 2026 cents June 2025 cents Net tangible asset backing per ordinary security 54.28 56.73 Brief explanation of directional and percentage changes to profit: Refer accompanying Group Financial Report. Audit This report is based on audited accounts.
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1 Integrated Research Limited and Controlled Entities ABN 76 003 588 449 ASX CODE IRI Group Financial Report For the year ended 30 June 2026
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2 Contents Page Directors’ Report 3 Remuneration Report 16 Financial Report 36 Notes to the Financial Report 41 Consolidated entity disclosure statement 72 Directors’ Declaration 73 Auditor’s Independence Declaration 74 Independent Auditor's Report 75
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3 Directors’ Report The Directors present their report together with the Financial Report of Integrated Research Limited (“the consolidated entity” or "Integrated Research"), being the Company and its controlled entities, for the year ended 30 June 2026 and the Auditor’s Report thereon. Review of operations and activities Principal activities Integrated Research Limited’s (the "Company" or “IR”) principal activities are the design, development, implementation, and sale of software to monitor in real time the performance of business-critical computing, including Unified Communication networks and Payment networks. Group overview Integrated Research has a long heritage of providing performance monitoring, diagnostics, and management software solutions for business-critical computing environments. Since its establishment in 1988, the Company has provided its Prognosis products to large organisations requiring high levels of computing performance and reliability. Prognosis is an integrated suite of monitoring and management software, designed to give an organisation’s management and technical personnel operational insight into, and optimise their operation of, HP NonStop, distributed system servers, Unified Communications ("UC"), and Payment environments and the business applications that run on these platforms. Integrated Research has developed its Prognosis products around fault-tolerant, highly distributed software architecture, designed to achieve high levels of functionality and scalability. Integrated Research services clients in more than 40 countries through direct sales operations in the USA, UK, Germany, Singapore, and Australia, and via a global, channel-driven distribution network. Integrated Research’s customer base consists of some of the world’s largest organisations and includes banks, credit card companies, telecommunications carriers, technology companies, service providers and manufacturers. The Company generates its revenue from licence fees, recurring maintenance, testing solutions and professional services. Revenue from the sale of licences where there are no post-delivery obligations is recognised at the date of the delivery. Revenue from maintenance contracts is recognised ratably over the service agreement. Revenue from professional services and testing solution services is recognised over the period the services are delivered. Review and results of operations Overview The Company achieved a profit after tax of $1.2 million for FY26, a decrease of $12.1 million compared to the prior year. The reduction was driven by a $10.6 million (16%) decline in revenue to $57.6 million, a $3.9 million (7%) increase in expenses to $58.8 million, including an expected credit loss provision expense of $5.0 million (2025: $0.1 million), and a $3.7 million adverse movement in other losses and gains, primarily due to foreign currency exchange movements. These impacts were partially offset by a $0.6 million increase in finance income to $3.6 million and an income tax benefit of $0.5 million, compared with an expense of $5.1 million in the prior year. Robust cash conversion enabled the Company to increase its cash balance by 27% to $51.7 million. Revenue performance declined year-on-year, reflecting a softer renewals base and reduced new business contribution. Although trading performance was broadly consistent across the first and second halves, full-year results were adversely affected by a slowdown in new business momentum during the second half and the deferral of several opportunities into FY27. Particularly in the Americas, longer compliance and procurement cycles were experienced as enterprise clients exercised increased caution regarding technology investment decisions amid the rapidly evolving artificial intelligence landscape.
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4 Directors’ Report cont. The Americas region contributed $41.3 million - a 14% decline on the prior year, where Asia-Pacific contributed $11.0 million, down 29% and Europe $5.3 million, up 13%, year on year. Demand generation and sales execution risk continued to be a focus for management. The Company experienced currency losses of $2.7 million (2025: $0.5 million gain) and benefited from other incomes of $1.0 million (prior year $1.6 million), the prior year included $1.2 million from sale of the non-core testing solutions business. These amounts are included in other gains and losses of the Consolidated Statement of Comprehensive Income. An increase in expected credit loss provision expense to $5.0 million (2025: $0.1 million) hampered profitability during the year. This resulted from specific provisioning for delinquent receivables, principally associated with a single client contract. These amounts are included in general and administration expenses within the Consolidated Statement of Comprehensive Income. Revenue The following table presents Company revenues for each of the relevant product groups: In thousands of AUD 2026 2025 % Change Collaborate 23,993 33,023 (27%) Infrastructure 14,715 18,170 (19%) Transact 15,626 13,280 18% Professional services 3,304 3,783 (13%) Total revenue 57,638 68,256 (16%) Consistent with the softer FY26 renewals book, Collaborate revenue of $24.0 million decreased by 27% over the prior year, primarily driven by a lower renewals book of business. The combination of new client and expansion revenue also decreased over the prior year, as the profile of contracts won had notably shorter terms than the prior year. The constant currency net revenue retention rate for Collaborate in FY26 was 83% (2025: 83%). Licence fees for Collaborate were $14.6 million, down 25% over the prior year. SaaS revenues for Collaborate were $1.8 million, up 6% over the prior year. Infrastructure revenue of $14.7 million decreased by 19% over the prior year, reflecting similarly lower renewals, as well as a decline in new business revenue, driven by lower expansion sales. Transact revenue of $15.6 million increased by 18% over the prior year, driven by strong renewal growth as a result of client-led early contract renewals. Licence transactions sold during the year were closed on a multi-year term basis with maturities ranging from one year to five years and averaging 3.2 years. The following table presents Company revenues for each of the relevant geographic segments in the underlying currencies: 2026 2025 % Change Asia Pacific (A$’000) 11,032 15,471 (29%) Americas (US$’000) 28,109 30,884 (9%) Europe (£’000) 2,661 2,358 13% Asia Pacific revenue of $11.0 million was down 29% over the prior year, driven by a large decline in new client revenue and lower professional services, whilst renewals were broadly flat versus the prior year. The region achieved growth in Transact, Infrastructure was flat and Collaborate had an underperforming year based on a combination of a soft renewal book and new business. Americas revenue of US$28.1 million, was down 9% over the prior year. The region experienced softer contract renewals and revenue decline to the prior year. Whilst new business revenue increased strongly because of new client wins in the first half of the year within the government sector particularly. During the second half the Company experienced uncertainty from protracted compliance and procurement cycles which resulted in new contract deferrals. Europe revenue of £2.7 million, was up 13% over the prior year, as new business growth more than offset lower renewals and services revenue.
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5 Directors’ Report cont. Expenses The following table presents the Company’s cost base compared to the preceding year: In thousands of AUD 2026 2025 % Change Product and technology expenses 17,394 13,514 29% Sales, professional services, and marketing expenses 30,798 34,056 (10%) General and administration expenses 10,631 7,317 45% Total expenses 58,823 54,887 7% Total expenses were up 7% to $58.8 million. The increase in expense was due to an increase in the allowance for credit losses which was primarily from one singular client and included in general and administration expenses. Total staff numbers finished the year at 138 (2025: 131). Gross spending on product and technology expenditure represents 30% of total revenue (2025: 20%): In thousands of AUD 2026 2025 % Change Gross product and technology expenses 17,394 13,514 29% Capitalisation of development expenses - - - Amortisation of capitalised expenses - - - Net product and technology expenses 17,394 13,514 29% Gross spend as a % of revenue 30% 20% Tax expense Income tax was a net benefit of $0.5 million for the year (2025: $5.1 million expense). The benefit principally reflects the utilisation of R&D tax incentives that are available against product development in Australia. This is offset by the impact of temporary differences in overseas locations that have not resulted in deferred tax recognition because future taxable profits are unlikely to support a tax asset being recognised. The Company’s effective tax rate was a benefit of 64.4%, compared to an effective tax rate charge in the prior year was 27.5%. Shareholder returns Returns to shareholders were as follows: 2026 2025 2024 Net profit ($’000) 1,210 13,358 27,130 Basic EPS (cents) 0.67 7.56 15.57 Dividends declared per share - Ordinary (cents) 3.00 2.00 2.00 Dividends declared per share - Special (cents) 2.00 Nil Nil Dividend franking percentage 100% 100% 100% Return on equity 1% 14% 37%
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6 Directors’ Report cont. Strategy and Priorities During FY26, the Company continued execution of its product-led growth strategy. Having established innovation priorities and a defined product roadmap in FY25, the focus in FY26 shifted towards building the capabilities and commercial foundations required to support sustainable growth over the medium to long term. This included investment in and delivery of new products and the introduction of utilisation-based pricing models intended to simplify client adoption and create additional avenues for future revenue growth. The Company also continued to invest in Artificial Intelligence (AI) and Machine Learning (ML) capabilities, with a focus on deriving additional value from data sets already collected across the Prognosis platform. These activities extend beyond the Observability product portfolio and into IR Labs, the Company's dedicated innovation function, which is focused on the development of new, stand-alone AI and ML-enabled capabilities. During FY26, the Company achieved a number of outcomes aligned to its innovation and product development priorities, including: The development and initial release of a stand-alone AI-enabled product aimed at improving software quality assurance and reducing manual effort. The introduction and expansion of AI-driven analytics functionality, providing clients with improved insights derived from existing data sources. The launch of cloud-hosted service offerings designed to reduce deployment complexity and ongoing infrastructure requirements. The successful implementation of a new payments-related solution within a major financial institution, providing validation of the Company's ability to support critical operational environments. Monitoring of additional vendors and interoperability with additional third-party platforms. The market response to the Company's initial AI-enabled offerings has been encouraging with first clients activated. However, these products remain in the early stages of their lifecycle and are yet to generate a meaningful revenue contribution. The Company will continue to invest in expanding its new product offering, with further product releases planned for FY27. More broadly, the Company observed the following market conditions during FY26: Sales cycles among large enterprise clients are lengthening, reflecting a more cautious approach to acquire IR's software. The larger of new contract wins were characterised by shorter average contract durations. This is in large part attributable to the disruption resulting from AI, clients less likely to commit to extended periods in an environment of more rapid change. Priorities for FY27 The Company's FY27 priorities are focused on improving the commercial return from recent innovation investments while maintaining disciplined execution. Key areas of focus include: Ongoing product investment to build additional new products. Closer client engagement established in FY26 to be further expanded in support of new product development. Continued focus on sales and new product commercialisation to minimise churn and secure a growing contribution from new client, expansion and SaaS revenues.
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7 Directors’ Report cont. Risks to Delivery of FY27 Priorities The Company remains well positioned to pursue its product-led growth strategy through its strong balance sheet, established client relationships and ongoing investment in innovation. However, the delivery of FY27 priorities is subject to a number of risks and uncertainties, including: Commercialisation risk associated with recently launched AI-enabled offerings, including the pace of client adoption, utilisation growth and conversion into meaningful recurring revenue. Extended enterprise procurement, compliance and approval processes that may delay contract execution, revenue recognition and new business growth. Competitive pressures and technology disruption, including rapid advancements in artificial intelligence capabilities among both existing and emerging competitors. Client retention and renewal performance as technology environments continue to evolve towards cloud-based and hybrid architectures. The attraction and retention of suitably skilled personnel across product, engineering and commercial functions required to support innovation and execution. Foreign exchange volatility and broader macroeconomic uncertainty that may influence client investment decisions and financial performance. Management and the Board continue to monitor these risks and implement actions intended to mitigate their potential impact while progressing the Company's strategic objectives. The Company believes it remains well positioned to continue investing in its product-led growth strategy. Its established client base, long-standing relationships with major organisations across multiple industries and geographies, access to mission-critical operating environments, and strong balance sheet provide a foundation from which to pursue further growth opportunities. The Company remains mindful of prevailing market conditions and the need to convert ongoing product investment into sustainable commercial outcomes.
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8 Directors’ Report cont. Risk Management IR applies a structured approach to identifying, assessing and managing risks and opportunities in accordance with its risk management framework. The Company faces a range of strategic, financial and non-financial risks that may affect its operations, financial performance and ability to deliver its objectives. Mitigation strategies are designed to reduce the likelihood and potential impact of identified risks; however, certain risks remain subject to factors outside the Company's control. Residual risks are monitored and managed within the Board-approved risk appetite. Risk and Potential Consequences Mitigations Employed Strategy and Execution Failure to effectively execute strategic initiatives, adapt to changing market conditions, respond to competitive pressures, or realise anticipated benefits from growth opportunities may adversely impact financial performance, market position and long-term shareholder value. Regular Board review of strategy, market developments and execution priorities. Governance processes to assess and monitor strategic initiatives and investment decisions. Performance monitoring against key strategic objectives and outcomes. People Inability to attract, retain, develop or effectively manage employees and key personnel may adversely affect operational performance, organisational culture, client outcomes and the successful execution of strategic objectives. Succession planning for key leadership and business-critical roles. Competitive remuneration and incentive arrangements designed to attract and retain talent. Employee engagement, development and performance management programs. Product Failure to develop, maintain or enhance products and services that meet client needs, regulatory requirements or changing market expectations may result in reduced competitiveness, client attrition and loss of revenue. Ongoing investment in product development aligned with client needs and market opportunities. Product roadmap oversight supported by client feedback and market insights. Product quality, security and release management processes. Cyber / Technology / Infrastructure Cyber security incidents, technology failures, data breaches, system outages or infrastructure disruptions may result in operational interruption, loss of sensitive information, regulatory action, financial loss and reputational damage. Information security program supported by monitoring, testing and technical controls. Business continuity, disaster recovery and incident response capabilities. Security awareness training, vendor risk management and Audit and Risk Committee oversight. Financial Adverse movements in financial performance, liquidity, cash flow, capital availability or market conditions may limit the Company's ability to fund operations, execute its strategy and meet its financial obligations. Regular monitoring of financial performance, liquidity and cash flow. Disciplined capital allocation and working capital management. Internal control framework supported by external audit and Audit and Risk Committee oversight. Insurance and long-term planning processes aligned to the Company's risk profile. Compliance, Legal and Contractual Failure to comply with applicable laws, regulations, contractual obligations, industry standards or internal policies may result in penalties, litigation, financial loss, operational disruption and reputational harm. Policies and frameworks supporting compliance with applicable laws, regulations and internal standards. Legal review and approval processes for material contractual commitments. Ongoing training, whistleblower processes and Board oversight of compliance matters. Client and Market Failure to acquire, retain or effectively service clients, or meet client expectations, may adversely affect revenue growth, client satisfaction, reputation and long-term business performance. Structured account management and client engagement programs for strategic clients. Monitoring client retention, renewal and service performance metrics. Monitoring geopolitical, regulatory and climate-related developments. Geopolitical and Environment Risk Geopolitical instability, economic uncertainty, climate-related events, natural disasters or changes in environmental regulation may disrupt operations, supply chains, workforce availability and client activity, adversely affecting business performance. Diversified geographic footprint across clients, employees and operations. Business continuity and crisis response capabilities. Monitoring of geopolitical, regulatory and climate-related developments.
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9 Directors’ Report cont. Directors The Directors of the Company at any time during or since the end of the financial year are listed below: Peter Lloyd, MAICD Independent Non-Executive Director and Chairman Peter was appointed Director in July 2010 and elected Chair in March 2021. He has over 45 years’ experience in computing technology, having worked for both multinational computer hardware and software providers. Peter’s experience in global markets includes executive management roles leading the Asia Pacific region as well as several stints in the U.S. For 35 years, Peter was specifically involved in the provision of payments solutions for banks and financial institutions. He is currently the proprietor of The Grayrock Group Pty Ltd, a management consultancy company focusing on the payments industry. Peter is a Non-Executive Director of privately held Taggle Pty Ltd. Ian Lowe Managing Director and Chief Executive Officer Ian Lowe commenced as CEO and was appointed a Director in October 2024 and brings 25 years of leadership experience in the technology sector. Ian has led global companies providing big data enabled software solutions in diverse industries including Media, Finance and Sustainability, as a CEO and Director in both private and public companies. Prior to joining IR, Ian held executive roles including CEO at Wealth99, CEO at EP&T Global, and CEO and Executive Director at Adslot, where he led successful strategies encompassing product innovation, go-to-market, and corporate development. Michael Hitz Independent Non-Executive Director Michael was appointed a Director in October 2023. His career spans roles from engineering communications infrastructure in energy, mining, and telecommunications, to corporate strategy, mergers and acquisitions and investing. Michael was an investor with a leading pan-Asian investment fund and a Partner and Managing Director for The Boston Consulting Group. Michael is a Director of The Institute for Economics and Peace Limited. Michael is currently Chair of the Company's Technology & Innovation Committee. Mark Brayan Independent Non-Executive Director Mark was elected a Director in November 2023. Mark has had an extensive career as Chief Executive Officer and Managing Director. He has run several Australian technology companies, public and private, in various domains including communications and artificial intelligence. Mark was previously the CEO of Soprano Design Pty Ltd, CEO and Managing Director of Appen Limited (ASX: APX), CEO and Managing Director of MineSite Technologies Pty Limited, and CEO and Managing Director of Integrated Research Limited (ASX: IRI). Mark is currently Chair and Non-Executive Director of SenSen Networks Limited (ASX: SNS), and Chair and Non- Executive Director of Shorthand Pty Ltd. Mark has a Master of Business Administration (MBA) from the Australian Graduate School of Management (AGSM) and a First Class Honours Bachelor of Surveying from the University of New South Wales. Mark is currently Chair of the Company's People, Remuneration & Nomination Committee.
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10 Directors’ Report cont. Kate Greenhill Independent Non-Executive Director Kate was appointed a Director in April 2024 and is a fellow of the Institute of Chartered Accountants in Australia and a Graduate of the Australian Institute of Company Directors. Kate has over 30 years' experience in the financial services industry with extensive knowledge of finance and risk. As a former Partner with PwC, Kate has worked in both Australia and the UK providing assurance and advisory services to clients. Kate is currently a Director of Total Risk Management Pty Limited and Intersect Australia Limited. Kate's previous listed company experience includes as a director of Australian Ethical Investment Limited. Kate is currently Chair of the Company's Audit & Risk Committee. Officers of the Company Leanne Ralph Company Secretary Leanne was appointed in November 2024 and is a Fellow of the Governance Institute of Australia and a Graduate Member of the Australian Institute of Company Directors. Leanne is a highly experienced Company Secretary with a demonstrated history of working with ASX listed companies across a diverse range of industries. A strong business professional with a Bachelor of Business with Accounting & Finance majors from University of Technology. Leanne was the founder and director of Boardworx Australia Pty Ltd until the sale of the business in July 2017. Since leaving the purchaser of Boardworx in January 2019 after working with her existing clients during that time, she has re-commenced providing outsourced Company Secretarial services to a select group of ASX listed entities, in addition to Integrated Research Limited, including Appen Limited, ImpediMed Limited and SenSen Networks Limited, and private groups, Estia Health and Alspec. Leanne is also an independent non-executive director of Dicker Data Limited. Christian Shaw, B. Bus CPA Chief Financial Officer Christian joined IR in January 2024 and is the Chief Financial Officer. He is responsible for Group Financials, Finance Planning and Analysis, People and Culture and Legal teams. He has over 30 years of listed and private company experience as a senior finance and corporate services executive from a range of industries, including technology, minerals processing, financial services, telecommunications, and biotechnology. Christian possesses a strong operational, commercial, and strategic focus and has been the former CFO at AJG Australia, Multicom Resources, Unith Limited, Moko Social Media Limited and iCash Payment Systems Limited. He holds a Bachelor of Business from the University of Technology Sydney and is a member of CPA Australia.
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11 Directors’ Report cont. Results Profit for the year was $1.2 million (2025: $13.4 million). Dividends Dividends paid during the year During the financial year ended 30 June 2026, the Company paid the following dividends on fully paid ordinary shares: In thousands of AUD Cents per share Total amount Franked/ unfranked Record date Date of payment Final dividend for the year ended 30 June 2025 2.00 3,547 100% franked 4 September 2025 21 October 2025 Dividends declared subsequent to reporting date On 27 August 2026, the Board declared a fully franked final ordinary dividend for the year ended 30 June 2026 of 3.0 cents per ordinary share. The Board also declared a fully franked special dividend for the year ended 30 June 2026 of 2.0 cents per ordinary share. The dividends will be paid on 15 October 2026 with a record date of 3 September 2026. The dividends to be paid in October 2026 have not been recognised as a liability in the financial statements as at 30 June 2026. In thousands of AUD Cents per share Total amount Franked/ unfranked Record Date Date of payment Final ordinary dividend declared for the year ended 30 June 2026 3.00 5,418 100% franked 3 September 2026 15 October 2026 Special dividend declared for the year ended 30 June 2026 2.00 3,612 100% franked 3 September 2026 15 October 2026 Events subsequent to reporting date Other than the dividend disclosed above, there has been no other transaction or event of a material or unusual nature that has arisen in the interval between the end of the financial year and the date of this report which is likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company, in future financial years. Future developments Likely developments in the operations of the consolidated entity in future financial years and the expected results of those operations are referred to generally in the Review of Operations and Activities Report. Further information on likely developments including expected results would be in the Directors’ opinion, result in unreasonable prejudice to the Company and has therefore not been included in this Report. Directors and Company Secretary Details of current Directors’ qualifications, experience and special responsibilities are set out on pages 9 to 10. Details of the company secretary and her qualifications are set out on page 10.
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12 Directors’ Report cont. Officers who were partners of the audit firm during the financial year No officers of the Company were partners of the current audit firm during the financial year. Directors’ meetings The numbers of meetings of the Company’s Board of Directors and of each Board committee held during the year ended 30 June 2026, and the numbers of meetings attended by each Director were: Board Meetings Audit & Risk Committee Meetings People, Remuneration & Nomination Committee Meetings Technology & Innovation Meetings A B A B A B A B Peter Lloyd 12 12 4 4 3 3 3 4 Ian Lowe 12 12 - - - - - - Michael Hitz 12 12 4 4 - - 4 4 Mark Brayan 12 12 - - 3 3 4 4 Kate Greenhill 12 12 4 4 3 3 - - A. Number of meetings attended. B. Number of meetings held during the time the Directors held office or were a member of the Board or committee during the year. State of affairs In the opinion of the Directors there were no significant changes in the state of affairs of the consolidated entity that occurred during the financial year under review. Environmental Regulation ESG and climate-related matters continue to be monitored through the Group's existing governance and risk management framework. During FY26, management maintained a strong commitment to environmental, social and governance risks and opportunities, including climate-related impacts, workforce wellbeing, safety, and ethical business practices. Key initiatives included selecting highly rated sustainable office locations, recycling waste, developing products that support online collaboration and reduce travel, and promoting employee wellbeing through community engagement, flexible working arrangements and cultural improvement initiatives. As climate-related reporting requirements evolve, the Group is continuing to strengthen its ESG governance and reporting capabilities in preparation for future obligations. The Group is expected to fall within the Australian mandatory climate reporting Group 3 cohort, with reporting requirements commencing for financial years starting on or after 1 July 2027. Preparatory work will commence in FY27 and include assessing climate-related risks and opportunities, developing emissions data collection processes, evaluating Scope 1, Scope 2 and relevant Scope 3 emissions, and considering reporting requirements under the Australian Sustainability Reporting Standards (AASB S2) and Corporations Act 2001.
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13 Directors’ Report cont. Directors’ interests The relevant interest of each Director in the shares, options or performance rights over ordinary shares issued by the companies in the consolidated entity and other relevant bodies corporate, as notified by the Directors to the Australian Securities Exchange in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows: Share options and performance rights Options and performance rights granted to Directors and key management personnel During or since the end of the financial year, the Company granted performance rights for no consideration over unissued ordinary shares in Integrated Research Limited to the following named Directors and executive officers of the consolidated entity as part of their remuneration: Number of performance rights granted Performance hurdle Exercise price Expiry date Executive Officers Ian Lowe1 581,395 Yes Nil Sep 2028 Christian Shaw2 348,837 Yes Nil Sep 2028 1 Apart from Performance right granted during the year, Ian Lowe also held 403,226 performance rights issued in prior year. Total numbers of performance rights held 984,621. 2 Apart from Performance right granted during the year, Christian Shaw also held 498,345 performance rights issued in prior year. Total numbers of performance rights held 847,182. The performance rights were granted under the Integrated Research Limited Equity Plan Rules (established April 2023). Apart from interest in the performance rights disclosed above, they did not have any other interest in shares, options or performance rights over ordinary shares issued by the companies in the consolidated entity at the date of this report. Ordinary shares in Integrated Research Options Performance rights Directly held Beneficially held Total Number of options Number of rights Peter Lloyd - 51,263 51,263 - - Ian Lowe - - - - 984,621 Mark Brayan - 260,000 260,000 - - Kate Greenhill 90,000 - 90,000 - - Michael Hitz - 300,000 300,000 - -
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14 Directors’ Report cont. Unissued shares under options and performance rights Unissued ordinary shares of Integrated Research Limited under options and performance rights at the date of this report are as follows: Expiry date Exercise price Employee LTI Executive LTI Options Total Aug 2026 Nil - 589,743 - 589,743 Sep 2026 Nil 1,004,670 - - 1,004,670 Aug 2026 $1.98 - - 220,960 220,960 Aug 2027 Nil - 1,193,918 - 1,193,918 Sep 2027 Nil 1,646,536 - - 1,646,536 Sep 2028 Nil 319,887 2,025,683 - 2,345,570 Total performance rights and options 2,971,093 3,809,344 220,960 7,001,397 Performance rights and options do not entitle the holder to participate in any share issues of the Company. Performance rights granted to the Company's employees under the Integrated Research Equity Plan Rules have a three-year vesting period including a service and performance condition, the details of the performance conditions for executive KMP are provided in the Remuneration Report. The performance conditions also apply to other Company executives. Indemnification and insurance of officers and auditors Indemnification The Company has agreed to indemnify the Directors of the Company on a full indemnity basis to the full extent permitted by law, for all losses or liabilities incurred by the Director as an officer of the Company including, but not limited to, liability for negligence or for reasonable costs and expenses incurred, except where the liability arises out of conduct involving a lack of good faith. To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment of this type has been made to Ernst & Young during or since the financial year. Insurance During the financial year Integrated Research Limited paid a premium to insure the Directors and executive officers of the consolidated entity and related bodies corporate. The liabilities insured include costs and expenses that may be incurred in defending civil or criminal proceedings that may be brought against officers in their capacity as officers of the consolidated entity. Remuneration report The Company’s Remuneration Report, which forms part of this Directors’ Report, is on pages 16 to 35.
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15 Directors’ Report cont. Corporate governance A statement describing the Company’s main corporate governance practices has been lodged with the Australian Securities Exchange dated 27 August 2026 and is available on the Company’s website at https://www.ir.com/about-us/policies-and- statements. Non-audit services During the year Ernst & Young, the Company’s auditor, has not performed other services in addition to their statutory duties as disclosed in note 7. A copy of the auditors’ independence declaration as required under Section 307C of the Corporations Act is on page 74 and forms part of the Directors’ Report. Rounding of amounts to nearest thousand dollars The Company is of a kind referred to in ASIC Corporations Instrument 2026/183 and in accordance with that Class order, amounts in the Financial Report and the Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated. This report is made in accordance with a resolution of the Directors. Pe ter Lloyd Chair 27 August 2026 Sydney
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16 Remuneration Report (audited) Introduction from the Chair of the People, Remuneration & Nomination Committee Dear Shareholder, On behalf of the Board, I am pleased to present our Remuneration Report for FY26. This report describes our remuneration principles and framework for Directors and executives. It sets out the links between our remuneration framework and business strategy, performance and reward, and shareholder value creation. Remuneration framework and objectives Our remuneration framework is designed to motivate staff to carry out and deliver on our growth strategy: to maximise cash generation from new and existing customers within our existing Collaborate, Transact and Infrastructure product lines and to re- invest capital into new product lines for sustainable, product-led growth. The remuneration framework is designed with reference to industry practices and benchmarks, to attract and retain suitably qualified candidates, reward the achievement of strategic objectives, and align to shareholder value. FY26 performance objectives and outcomes The FY26 short term incentive (STI) framework included specific incentives for new product development to motivate executives implementing the Company’s product-led growth strategy. It included potential reward for: New product: delivering multiple new capabilities and products targeting new, incremental revenue New business revenue: monetising new capabilities and products via new clients Total Contract Value (TCV) Overall business performance based on Total Contract Value (TCV), productivity improvement initiatives, and EBITDA1 The FY26 STIs were subject to minimum achievement of financial and non-financial performance measures levels and included a mechanism designed to appropriately reward outperformance. The long-term incentive (LTI) framework for executives provide focus on performance over the longer term aligned to the interests of shareholders. The FY26 LTI plan is designed to reward Earnings Performance over a 3 year performance period with achievement based on Compound Annual Growth Rate (CAGR) of the Underlying Basic Earnings Per Share (UBEPS)2 of 10% or greater. FY26’s performance included some notable highlights, including: IR Labs beta and Minimum Viable Product (MVP) release of Agentic SQA, IR’s first standalone agentic AI product The launch of Iris, a natural language AI interface for enhanced observability The launch of Elevate, a new Prognosis as-a-service, cloud-based offering The successful first implementation of the High Value Payments (HVP) product with a Top 10 US bank Transact and Infrastructure, overall TCV achievement of 128% of target Robust cash conversion, cash growth of 27% Strong staff retention Offsetting these highlights however, were underperformance on TCV and EBITDA targets. The underperformance of these targets reflects a challenging year with a comparatively low renewals book in FY26, a comparative increase in bad debts and compounded by delays in signing new business as result of protracted compliance and procurement cycles reflecting technology transition and client investment caution. We continue to maintain a strong balance sheet with no borrowings and increased cash balances compared to FY25. Further details of STI and LTI objectives are included in the tables below. 1 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation) is a non-IFRS measure used to evaluate the Company's operating performance by focusing on profit from core operations and excluding the effects of capital structure, tax rates, and non-cash accounting items like depreciation and amortisation. 2 UBEPS (Underlying Basic Earnings Per Share) is based on Statutory Net Profit After Tax (NPAT) adjusted for items not reflective of the core business operations. Any adjustments are subject to approval by the Board of Directors.
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17 Remuneration Report (audited) cont. CEO and MD remuneration Ian Lowe is employed under a contract dated 30 July 2024 with no specified term and subject to a 6 month notice period by either party. His remuneration comprises a Fixed Element, a Short Term Incentive (STI) which is payable in cash and a Long Term Incentive (LTI) which is fulfilled in Share Performance Rights which vest on the completion of a performance period and are subject to measurable performance criteria. His remuneration is subject to review on annual basis. Short Term Incentive For FY 26 Ian Lowe's potential STI was $250,000. The Board has approved a payment of $105,000 (42.0%) following the achievement of objectives delivered in the year. Long Term Incentive LTI granted to Ian Lowe as CEO and MD had the following active plans during FY26: Pe rformance Rights granted under the Company's FY25 LTI plan, with a total of 403,226 Performance Rights being available for exercise and conversion into 403,226 ordinary shares in a single tranche subject to a three-year service condition and a three-year share price performance condition being met. The share price performance condition being A$1.80, calculated using a share price VWAP for the 10 trading days following the release of the Company's FY27 earnings. Performance Rights granted under the Company's FY26 LTI plan, with a total of 581,395 Performance Rights being available for exercise and conversion into 581,395 ordinary shares in a single tranche subject to a three-year service condition and a three-year performance condition of the Company achieving a Compound Annual Growth Rate (CAGR) of Underlying Basic Earnings per Share (UBEPS) of 10% or greater measured over the 3 year period from 1 July 2025 to 30 June 2028. Vesting of these Performance Rights will be determined according to the following table. EBEPS CAGR over the performance period % of Performance Right that vest < 90% of Target Nil 90% of Target 50% 90% - 100% of Target Pro-rata straight line from 50% - 100% 100% 100% 100% - 125% Pro-rata straight line from 50% - 150% >125% 150% On behalf of the Board, we recommend this report to you and welcome any feedback you may have. Mark Brayan Chair of the People, Remuneration & Nomination Committee
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18 Remuneration Report (audited) cont. 1. Persons included in the Remuneration Report KMP, including Directors, have authority and responsibility for planning, directing, and controlling the activities of the Company and the consolidated entity. The following were KMP of the Company at any time during the reporting period, and unless otherwise indicated were KMP for the entire period: 1.1. Executive KMP As of the current year, the People, Remuneration & Nomination Committee (Committee) assessed the Executive KMP to include the following executive roles. 1.2. Independent Non-Executive Directors Executive KMP Role Appointed Ian Lowe Chief Executive Officer and Managing Director October 2024 Christian Shaw Chief Financial Officer March 2024 Directors Role Appointed Peter Lloyd Independent Non-Executive Director and Chair Director from July 2010 Chair from March 2021 Mark Brayan Independent Non-Executive Director November 2023 Kate Greenhill Independent Non-Executive Director April 2024 Michael Hitz Independent Non-Executive Director October 2023
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19 Remuneration Report (audited) cont. 2. Executive remuneration 2.1. Remuneration framework The remuneration framework set out below considers the capability and experience of the Executive KMP, their ability to control business performance, and the Company’s performance. Fixed remuneration Short-term incentive (STI) Long-term incentive (LTI) Purpose To ensure that fixed remuneration is competitive in the marketplace to attract and retain executives. To provide focus on annual objectives and align remuneration outcomes with achievement of key priorities. To provide focus on long -term performance and align remuneration outcomes with the experience of shareholders. Delivery Base salary plus superannuation and any fringe benefits. The STI is provided as an annual award paid in cash. Performance measures are set and assessed through a balanced scorecard that varies with position. The target levels of performance set by the Board are challenging and driven by the annual budget and longer-term strategic plan. The LTI is provided as either options or performance rights over ordinary shares of the Company that vest over 3 years subject to performance and service conditions. LTI awards are granted annually. The LTI performance measures set by the Board are aligned with value creation for shareholders. Performance period N/A 12 months 3 years
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20 Remuneration Report (audited) cont. 2.2. FY26 Short-term incentive (STI) The FY26 STI framework is described below. Feature Description Participants Executive Leadership Team, including Executive KMP Award basis The Board is responsible for setting performance measures for the CEO and MD, and for approving the measures for the other executives who report to the CEO and MD. The performance measures for executives generally include key metrics relating to the Company and the individual, and may include financial, people, customer, and strategy. The measures are chosen as they directly align the individual executive’s reward to the key metrics of the Company and its strategy and performance. At the end of the performance period the Committee assesses the actual performance against the targets set at the beginning of the financial year. A percentage of the predetermined target opportunity for each performance measure is awarded depending on results. The Committee recommends the award be paid for approval by the Board. STI awards are paid in cash. Performance measures Performance measures are set and assessed through a balanced scorecard that varies with the position. The target levels of performance set by the Board are challenging and driven by the annual budget and longer-term strategic plan. Performance measures may include financial and non-financial measures. The performance measures in FY26 were: New product delivery in pursuit of new capabilities and revenue including first standalone agentic AI product Total Contract Value (TCV) and New Business Contract Value from new clients Business performance initiatives including AI driven productivity improvements, operating expenditure and EBITDA stretch targets. Performance period Performance is measured over the financial year. To provide executives with additional focus and attention to deliver key priorities for FY26, the Committee may set targets for both half-year (H1) and full-year results for each performance measure. Scorecard operation Each performance measure has a vesting scale with threshold requirements. Outcomes below threshold requirements result in nil payments. Outcomes above the threshold of 90% of the target are paid at 50% of the STI payment, on a pro-rata linear basis from 90-125% of target achievement, and is capped at 150% of payment opportunity above 125% of target achievement. Payment timing Awards are paid following assessment of the performance measures based on audited full-year results. Treatment on termination Unvested STI awards are forfeited on termination of employment.
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21 Remuneration Report (audited) cont. 2.3. FY26 Long-term incentive (LTI) The FY26 LTI framework is described below. Feature Description Participants Executive Leadership Team, including Executive KMP. Payment vehicle Performance Rights which are rights to acquire ordinary shares in the Company for nil consideration subject to achievement of vesting conditions. Award basis The number of Performance Rights granted to participants is calculated by dividing the face value of the LTI opportunity for FY26 by the Company’s 10-day VWAP after release of FY25 full-year results, being A$0.43. Performance Rights are granted in one tranche. Vesting period The Vesting Date is 10 trading days following the release of the Company’s FY28 Financial Report. Any Performance Rights which do not meet the performance conditions upon the Vesting Date will automatically lapse. Performance conditions Vesting of Performance Rights is subject to achievement of Compound Annual Growth Rate (CAGR) of Underlying Basic Earnings Per Share (UBEPS) 1 of 10% or greater over the 3 year period to 30 June 2028. The baseline UBEPS was set following FY25 results at 6.84 cents, calculated by adjusting Net Profit After for foreign currency gains/(losses) and the gain on sale of the testing solutions business. This compared to reported Basic EPS of 7.56 cents. Vesting of Performance Rights will be determined according to following table UBEPS CAGR 3 years to 30 June 2028 % Vesting < 90% of Target Nil 90% of Target 50% 90% - 100% of Target Pro-rata straight line from 50% - 100% 100% 100% 100% - 125% Pro-rata straight line from 50% - 150% >125% 150% Treatment on termination Unvested Performance Rights are forfeited on cessation of employment, unless the Performance Rights have met the performance conditions and employment is terminated due to death, disability, or redundancy. Change of control In the event of a takeover or other change of control, any unvested Performance Rights will vest at the discretion of the Board. Malus and clawback The awards are subject to malus considerations by the Board and in relation to serious and material matters may be subject to a reduction or adjustment prior to exercise or clawback. In the event of fraud, dishonesty, or breach of obligations (including legal and statutory non-compliance), the Board may take action to ensure that no unfair benefit is obtained. 1UBEPS is based on Statutory NPAT adjusted for items not reflective of the core business operations. Any adjustments are subject to approval by the Board.
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22 Remuneration Report (audited) cont. 2.4. FY25 Long-term incentive (LTI) The FY25 LTI framework is described below. Feature Description Participants Executive Leadership Team, including Executive KMP. Payment vehicle Performance Rights which are rights to acquire ordinary shares in the Company for nil consideration subject to achievement of vesting conditions. Award basis The number of Performance Rights granted to participants is calculated by dividing the face value of the LTI opportunity for FY25 by the Company’s 10-day VWAP after release of FY24 full-year results, being A$0.62. Performance Rights are granted in one tranche. Vesting period The Vesting Date is 10 trading days following the release of the Company’s FY27 Financial Report. Any Performance Rights which do not meet the performance conditions upon the Vesting Date will automatically lapse. Performance conditions Vesting of Performance Rights is subject to achievement of the share price performance hurdle set out below. Vesting: Where the Company’s share price, calculated using the closing share price VWAP for the 10 trading days following the release of the Company’s FY27 Financial Report, is equal to or greater than A $1.80, the percentage o f Performance Rights that will vest against the Performance Condition is 100%. Nil Vesting: Where the Company’s share price, calculated using the closing share price VWAP for the 10 trading days following the release of the Company’s FY27 Financial Report, is less than A$1.80, the percentage of Performance Rights that will vest against the Performance Condition is Nil. Treatment on termination Unvested Performance Rights are forfeited on cessation of employment, unless the Performance Rights have met the performance conditions and employment is terminated due to death, disability, or redundancy. Change of control In the event of a takeover or other change of control, any unvested Performance Rights will vest at the discretion of the Board. Malus and clawback The awards are subject to malus considerations by the Board and in relation to serious and material matters may be subject to a reduction or adjustment prior to exercise or clawback. In the event of fraud, dishonesty, or breach of obligations (including legal and statutory non-compliance), the Board may take action to ensure that no unfair benefit is obtained. Current Status: The Performance Rights were below the vesting criteria of $1.80 at the time of this report but remain open for testing following the FY27 Financial Report.
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23 Remuneration Report (audited) cont. 2.5. FY24 Long-term incentive (LTI) The FY24 LTI framework is described below. Feature Description Participants Executive Leadership Team, including Executive KMP and excluding the CEO and MD as the LTI was not approved at the Company's 2023 AGM. Payment vehicle Performance Rights which are rights to acquire ordinary shares in the Company for nil consideration subject to achievement of vesting conditions. Award basis The number of Performance Rights granted to participants is calculated by dividing the face value of the LTI opportunity for FY24 by the Company’s 10-day VWAP after release of FY23 full-year results, being A$0.39. Performance Rights are granted in three equal tranches. Vesting period Performance Rights vest on 31 August 2026 (Vesting Date) subject to achievement of service conditions and performance conditions set out below. Performance Rights that vest are automatically exercised for shares. Performance conditions Vesting of Performance Rights in each tranche is subject to the achievement of share price hurdles set out below. Tranche 1 Testing in 2024: Where the Company’s share price, calculated using the closing share price VWAP of the Company for the ten trading days following the release of the Company’s FY24 Financial Report is equal to or greater than A$0.80, 100% of Tranche 1 Performance Rights will vest in August 2026 if the service condition is met. Outcome: Tranche 1 failed to meet the A$0.80 share price hurdle. Tranche 1 Performance Rights which do not meet the Performance Condition of A$0.80 on 31 August 2024 may be carried forward for retesting against (i) the Tranche 2 Performance Condition of A$1.20 on 31 August 2025, or (ii) the Tranche 3 Performance Condition of A$1.60 on 31 August 2026. There is no retesting of Performance Rights after the Vesting Date. Tranche 2 Testing in 2025: Where the Company’s share price, calculated using the closing share price VWAP of the Company for the ten trading days following the release of the Company’s FY25 Financial Report is equal to or greater than A$1.20, 100% of Tranche 2 Performance Rights will vest in August 2026 if the service condition is met. Outcome: Tranche 2 failed to meet the A$1.20 share price hurdle. Tranche 2 Performance Rights which do not meet the Performance Condition of A$1.20 on 31 August 2025 may be carried forward for retesting against the Tranche 3 Performance Condition of A$1.60 on 31 August 2026. There is no retesting of Performance Rights after the Vesting Date.
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24 Remuneration Report (audited) cont. Tranche 3 Performance Rights which do not meet the Performance Condition of A$1.60 on 31 August 2026 will lapse. Similarly, any Tranche 1 or Tranche 2 Performance Rights which have been carried forward for retesting against the Tranche 3 Performance Condition of A$1.60 on 31 August 2026 will also lapse. There is no retesting of Performance Rights after the Vesting Date. Treatment on termination Unvested Performance Rights are forfeited on cessation of employment, unless the Performance Rights have met the performance conditions and employment is terminated due to death, disability, or redundancy. Change of control In the event of a takeover or other change of control, any unvested Performance Rights will vest at the discretion of the Board. Malus and clawback The awards are subject to malus considerations by the Board and in relation to serious and material matters may be subject to a reduction or adjustment prior to exercise or clawback. In the event of fraud, dishonesty, or breach of obligations (including legal and statutory non-compliance), the Board may take action to ensure that no unfair benefit is obtained. Current Status: Tranche 1 tested in FY25 failed to meet the A$0.80 share price hurdle. Tranche 2 tested in FY26 failed to meet the A$1.20 share price hurdle. 2.6. FY22 Long-term incentive (LTI) The FY22 LTI framework is described below. Feat ure Description Participants Executive Leadership Team, including Executive KMP Payment vehicle Options which are rights to acquire ordinary shares in the Company at the exercise price of A$1.98 per option if the service conditions are met. Award basis Quantity issued is a percentage of executive remuneration. Vesting period Options vest in three equal tranches over a three-year period, with tranche 1 vesting in August 2022. All Options have an expiry date of 31 August 2026. Any Options which are not exercised by the Expiry date will automatically lapse. Service conditions Exercise of Options is subject to continuous employment. Treatment on termination Options are forfeited on cessation of employment, unless terminated due to death, disability, or redundancy. Change of control In the event of a takeover or other change of control, any unexercised Options will exercise at the discretion of the Board. Malus and clawback The awards are subject to malus co nsiderations by the Board and in relation to serious and material matters may be subject to a reduction or adjustment prior to exercise or clawback. In the event of fraud, dishonesty, or breach of obligations (including legal and statutory non- compliance), the Board may take action to ensure that no unfair benefit is obtained. Current Status The final tranche of Options vested on 31 August 2024. All outstanding Options have an expiry date of 31 August 2026. No options have been exercised under this plan. Options Issued to employees who ceased employment have been cancelled.
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25 Remuneration Report (audited) cont. 2.7. FY26 executive remuneration opportunity (AUD) CEO and Managing Director CFO Fixed remuneration $565,600 $417,000 STI opportunity (at target)1 $250,000 $125,000 L TI opportunity (face value) 2 $250,000 $150,000 Notes 1. The STI opportunity is capped for stretch outcomes at 150% payment. 2. The number of Performance Rights granted to participants is calculated by dividing the face value of the LTI opportunity for FY26 by the Company’s 10- day VWAP after release of FY25 full-year results, being A$0.43. Performance Rights are granted in one tranche.
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26 Remuneration Report (audited) cont. 3. Company performance and remuneration outcomes In considering the Company’s performance and benefits for shareholder wealth, the Committee has regard to the following indices in respect of the current financial year and the previous two financial years: Three-year selected financial indices of the Company 2026 2025 2024 Total contract value ($’000) 54,317 67,273 83,869 Net cashflow before financing activities ($’000) 15,950 12,798 15,317 Pro forma EBITDA ($’000) 8,666 21,497 16,733 Operating expenses ($’000) 58,823 54,887 57,952 Statutory EBITDA ($’000) (2,136) 15,882 24,602 Dividends paid ($’000) 3,547 3,492 - Closing share price $0.27 $0.42 $0.93 Statutory EBITDA incline/(decline) % (113%) (35%) 102% Executive KMP remuneration ($'000) 1,311 1,339 1,430 The financial indices shown in the tables above are Total Contract Value (TCV), operating expenses and statutory EBITDA. The Committee considers these three financial performance metrics as Key Performance Indicators (KPIs) in setting the FY26 STI element of the KMP remuneration package. The Committee considers that the above performance-linked structure shows how KMP remuneration is linked to performance outcomes. Reconciliation of Net profit after Tax (NPAT) to EBITDA & Pro forma EBITDA 2026 2025 Net Profit after Tax (NPAT) 1,210 13,358 Income tax expense/(benefit) (474) 5,064 Finance Income (3,554) (2,961) Depreciation & Amortisation 682 421 EBITDA1 (2,136) 15,882 Cost deferral related to over time revenue (604) (451) Cost adjustment related to expected credit losses where revenue was recognised in the prior year 3,288 - Over-time revenue conversion 8,118 6,066 Pro forma EBITDA2 8,666 21,497 1 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation) is a non-IFRS measure used to evaluate the Company's op erating performance by focusing on profit from core operations and excluding the effects of capital structure, tax rates, and non-cash accounting items like depreciation and amortisation. 2 Pro forma EBITDA is an alternative non-IFRS measure calculated as pro forma revenue less expenses (variable compensation and expected credit losses adjusted in line with pro-forma revenue) and other gains excluding interest, tax, depreciation, amortization and Impairment expenses. Pro forma revenue is calculated as pro forma subscription revenue plus other non-recurring revenue streams such as perpetual licence fees, professional services, and one-time testing services. Pro forma subscription revenue provides a view of underlying performance by restating term licence on a recurring subscription basis (i.e. over time) plus other recurring revenues such as maintenance fees and cloud services.
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27 Remuneration Report (audited) cont. 3.1. STI outcomes The executive KMP's FY26 performance measures and outcomes are summarised below. Ian Lowe Performance measure Weight Target Achieved % of target Payment % of target New Product Development 30% 100% 100% FY26 New Client TCV 35% $24.5m 29% 0% FY26 Total TCV 20% $73.4m 74% 0% FY26 Productivity improvements 15% 96% 80% Total 100% 42% Christian Shaw Performance measure Weight Target Achieved % of target Payment % of target New Product Development 20% 100% 100% FY26 New Client TCV 15% $24.5m 29% 0% FY26 Total TCV 15% $73.4m 74% 0% Productivity Improvements 50% 99% 96% Total 100% 68% The New Product Development performance measure included targets for the development and launch of new products and capabilities. The Productivity Improvement performance measure contained targets for operational and cost improvements, including those delivered through AI. Payments are determined per the FY26 Short-term Incentive Scorecard in Section 2.2 of this report.
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28 Remuneration Report (audited) cont. 3.2. LTI outcomes LTI granted to Ian Lowe as CEO and MD had the following active plans during FY26: Performance Rights granted under the Company's FY25 LTI plan, with a total of 403,226 Performance Rights being available for exercise and conversion into 403,226 ordinary shares in a single tranche if a three-year service condition and a three-year share price performance condition are met. With the share price performance condition being A$1.80, calculated using a share price VWAP for the 10 trading days following the release of the Company's FY27 earnings. Performance Rights granted under the Company's FY26 LTI plan, with a total of 581,395 Performance Rights being available for exercise and conversion into 581,395 ordinary shares in a single tranche if a three-year service condition and a three-year earnings performance measure is met. The 3 year earnings performance measure being an achievement of 10% CAGR in UBEPS to achieve 100% vesting as referenced in 2.3 above. LTI granted to Christian Shaw as CFO had the following active plans during FY26: The first tranche of 85,470 Performance Rights, out of a total of 256,410 split across three equal annual tranches, granted under the Company’s FY24 LTI plan and being available for exercise and conversion into 85,470 ordinary shares if a three- year service condition and a share price performance condition is met, were tested against the first-year share price hurdle of A$0.80, and the hurdle was not met. However, such rights are available for re-testing against share price hurdles in subsequent years, as provided in section 2.5 above. Performance Rights granted under the Company's FY25 LTI plan, with a total of 241,935 Performance Rights being available for exercise and conversion into 241,935 ordinary shares in a single tranche if a three-year service condition and a three-year share price performance condition are met. With the share price performance condition being A$1.80, calculated using a share price VWAP for the 10 trading days following the release of the Company's FY27 earnings. Performance Rights granted under the Company's FY26 LTI plan, with a total of 348,837 Performance Rights being available for exercise and conversion into 348,837 ordinary shares in a single tranche if a three-year service condition and a three-year earnings performance measure is met. The 3 year earnings performance measure being an achievement of 10% CAGR in UBEPS to achieve 100% vesting as referenced in 2.3 above. 3.3. Actual remuneration received in FY26 The table below reflects the actual remuneration received by the Executive KMP for the financial year ended 30 June 2026. The values presented below may differ from statutory remuneration. The statutory disclosures are prepared on an accruals basis, in accordance with the Australian Accounting Standards, including share-based payments valuation and accounting, which may not always represent what the Executive KMP have received, as some share-based payments may not manifest if certain conditions are not met. (AUD) Fixed remuneration STI LTI Actual total pay received Ian Lowe $565,600 $105,000 - $670,600 Christian Shaw $417,000 $85,000 - $502,000 Executive service agreements The main terms of service agreements for Executive KMP as at 30 June 2026 are set out below. Basis of contract CEO and Managing Director CFO Contract term No specified end date No specified end date Notice period 6 months by either party 6 months by either party Termination payment in lieu of notice 6 months fixed remuneration 6 months fixed remuneration Treatment of STI on termination Forfeited Forfeited Treatment of LTI on termination All unvested LTIs are forfeited All unvested LTIs are forfeited
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29 Remuneration Report (audited) cont. 4. Non-Executive Director remuneration 4.1. Board and Committee Structure The Board and Committees are structured as follows: Director Board Audit & Risk Committee People, Remuneration & Nomination Committee Technology & Innovation Committee Non-Executive & Independent Directors Peter Lloyd ✓ (Chair) ✓ ✓ ✓ Mark Brayan ✓ ✓ (Chair) ✓ Kate Greenhill ✓ ✓ (Chair) ✓ Michael Hitz ✓ ✓ ✓ (Chair) Executive Director Ian Lowe ✓ 4.2. Non-Executive Director fees Directors’ fees cover all main Board activities and committee membership. Directors can elect to salary sacrifice their fees into superannuation. Non-Executive Directors do not receive performance-related compensation or retirement benefits. The total remuneration pool for all Non-Executive Directors is not to exceed $850,000 per annum, which the Shareholders last voted upon at the Annual General Meeting in November 2020. For FY26, fees for the Board members, Board Chair and committee chair positions increased by 3.0% versus the prior year. There were no other changes to the level or structure of Non-Executive Director (NED) fees. Non-Executive Director fees Board/Committee Per Position Aggregate Base Fee Chair $185,400 $185,400 Other non-executive directors $92,700 $278,100 Additional fees Chair of Audit & Risk Committee $10,300 $10,300 Chair of People, Remuneration & Nomination Committee $10,300 $10,300 Chair of Technology & Innovation Committee $10,300 $10,300 Total fees for Non-Executive Directors $494,400
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30 Remuneration Report (audited) cont. 5. Statutory remuneration 5.1. Directors’ and Executive KMP’s remuneration Details of the nature and amount of each major element of the remuneration of each of the KMP are reported below. <----------Short term----------> Post-employment Long term Share-based payments Other compensation Proportion of remuneration For the year ended 30 June 2026 (in AUD) Salary & fees $ Bonus $ Non-cash benefits $ Superannuation Contribution $ Long service leave $ Value of instruments1 $ Termination Benefit $ Total $ Performance- related (STI) Value of rights (LTI) Executive KMP Christian Shaw 387,000 85,000 - 30,000 6,449 49,539 - 557,988 13.7% 9.0% Directors Executive Ian Lowe 535,600 105,000 - 30,000 8,926 73,632 - 753,158 10.4% 10.2% Non-Executive Peter Lloyd 165,536 - - 19,864 - - - 185,400 0% 0% Mark Brayan 91,964 - - 11,036 - - - 103,000 0% 0% Kate Greenhill 91,964 - - 11,036 - - - 103,000 0% 0% Michael Hitz 91,964 - - 11,036 - - - 103,000 0% 0% Total compensation 1,364,028 190,000 - 112,972 15,375 123,171 - 1,805,546 Notes 1. The estimated value of performance rights and options are calculated at the date of grant using the Black Scholes, Binomial or Monte Carlo methodology.
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31 Remuneration Report (audited) cont. Details of the nature and amount of each major element of the remuneration of each of the KMP are reported below. <----------Short term----------> Post-employment Long term Share-based payments Other compensation Proportion of remuneration For the year ended 30 June 2025 (in AUD) Salary & fees $ Bonus $ Non-cash benefits $ Superannuation Contribution $ Long service leave $ Value of instruments1 $ Termination Benefit $ Total $ Performance- related (STI) Value of rights (LTI) Executive KMP Christian Shaw 375,000 29,000 - 29,932 6,245 23,353 - 463,530 6% 5% Directors Executive John Ruthven2 132,650 44,563 - 12,608 - (1,503) 4 176,061 5 364,379 9% 0% Ian Lowe3 385,256 79,688 - 22,449 6,454 16,758 - 510,605 16% 3% Non-Executive Peter Lloyd 161,435 - - 18,565 - - - 180,000 0% 0% Mark Brayan 89,686 - - 10,314 - - - 100,000 0% 0% Kate Greenhill 89,686 - - 10,314 - - - 100,000 0% 0% Michael Hitz 89,686 - - 10,314 - - - 100,000 0% 0% Total compensation 1,323,399 153,251 - 114,496 12,699 38,608 176,061 1,818,514 Notes 1. The estimated value of performance rights and options are calculated at the date of grant using the Black Scholes, Binomial or Monte Carlo methodology. 2. Remuneration received up to the date the role was held. 3. Remuneration received from the date the role was held. 4. Reversal of expense for options lapsed. 5. Termination benefit includes remuneration received during Gardening leave from October 2024 to January 2025.
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32 Remuneration Report (audited) cont. 6. Additional statutory disclosures 6.1. Equity Instruments All options refer to options over ordinary shares of Integrated Research Limited, which are exercisable on a one-for-one basis under the Employee Share Option Plan (ESOP). Performance rights and options granted as compensation are listed in the table below. 6.2. Analysis of performance rights and options over equity instruments granted as compensation Rights granted Value yet to vest or value vested ($) Number Date Fair value per share ($) Percent vested in year Percent lapsed in year (A) Calendar year in which grant expires Min (B) Max (C) Performance Rights Ian Lowe 403,226 Dec-24 0.16 - - 2027 nil 63,307 581,395 Jan-26 0.28 - - 2028 nil 162,791 Christian Shaw 85,470 Mar-24 0.10 - - 2026 nil 8,376 85,470 Mar-24 0.09 - - 2026 nil 7,692 85,470 Mar-24 0.07 - - 2026 nil 6,325 241,935 Nov-24 0.21 - - 2027 nil 50,564 348,837 Jan-26 0.28 - - 2028 nil 97,674 Notes: (A) The percentage lapsed in the year represents the reduction fr om the maximum number of performance rights available to vest due to the performance hurdles not being achieved. (B) The minimum value of performance rights yet to vest is $nil as the executives may not achieve the required performance hurd les or may terminate their employment prior to vesting. (C) The maximum values presented above are based on the values calculated using the Black Scholes or Monte Carlo methodology as applied in estimating the value of performance rights for employee benefit expense purposes.
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33 Remuneration Report (audited) cont. 6.3. Performance rights and options over equity instruments granted as compensation The movement during the reporting year in the number of performance rights and options over ordinary shares in the Company held, directly, indirectly, or beneficially, by each KMP, including their related parties, is as follows: For the year ended 30 June 2026 Held at 1 July 2025 Granted as compensation Exercised Other changes1 Held at 30 June 2026 Vested during the year Vested and exercised at 30 June 2026 Performance Rights Ian Lowe 403,226 581,395 - - 984,621 - - Christian Shaw 498,345 348,837 - - 847,182 - - For the year ended 30 June 2025 Held at 1 July 2024 Granted as compensation Exercised Other changes1 Held at 30 June 2025 Vested during the year Vested and exercised at 30 June 2025 Performance Rights John Ruthven2 700,000 - - (700,000) - - - Ian Lowe - 403,226 - - 403,226 Christian Shaw 256,410 241,935 - - 498,345 - - Options John Ruthven 655,809 - - (655,809) - - - Christian Shaw - - - - - - - 1 Other changes represent performance rights that expired, lapsed or were forfeited during the year 2Employment ceased in January 2025. Performance rights and options expire on the earlier of their expiry date or termination of the individual’s employment.
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34 Remuneration Report (audited) cont. 6.4. Movement in shares The movement during the reporting period in the number of ordinary shares in the Company held, directly, indirectly, or beneficially, by each KMP, including their related parties, is as follows: For the year ended 30 June 2026 Held at 1 July 2025 Purchases Received on exercise of performance rights Other changes Sales Held at 30 June 2026 Executive KMP Christian Shaw - - - - - - Directors Executive Ian Lowe - - - - - - Non-executive Peter Lloyd 51,263 - - - - 51,263 Mark Brayan 260,000 - - - - 260,000 Kate Greenhill - 90,000 - - - 90,000 Michael Hitz - 300,000 - - - 300,000 For the year ended 30 June 2025 Held at 1 July 2024 Purchases Received on exercise of performance rights Other changes Sales Held at 30 June 2025 Executive KMP Christian Shaw - - - - - - Directors Executive John Ruthven1 99,593 - - - - 99,593 Ian Lowe - - - - - - Non-executive Peter Lloyd 51,263 - - - - 51,263 Mark Brayan 260,000 - - - - 260,000 Kate Greenhill - - - - - - Michael Hitz - - - - - - 1 'Held at 30 June 2025' value represents holding on last day as Key Management Personnel. Shareholdings at the date of the Directors’ Report for existing Key Management Personnel remain unchanged.
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35 Remuneration Report (audited) cont. 6.5. Other Transactions with KMP There were no transactions between the KMP, or their personally related entities, and the Company. 7. About this report 7.1. Basis for preparation of 2026 remuneration report The information in this Remuneration Report has been prepared based on the requirements of the Corporations Act 2001 and applicable accounting standards. The Remuneration Report is designed to provide shareholders with a clear and detailed understanding of the Company’s remuneration framework, and the link between our remuneration policies and Company performance. The Remuneration Report details the remuneration framework for the Company’s KMP. This report has been audited. 7.2. Remuneration Governance The Committee is responsible for developing the remuneration framework for IR’s Executives and making recommendations related to remuneration to the Board. The Committee develops the remuneration philosophy and policies for Board approval. The responsibilities of the Committee are outlined in their Charter, which is reviewed annually by the Board. The key responsibilities of the Committee include: Advising the Board on IR’s policy for Executive and Director remuneration Making recommendations to the Board on the remuneration arrangements for Executives and Directors to ensure they are aligned with IR’s vision and are set competitively to the market Approving KMP terms of employment In making recommendations to the Board, the Committee reviews the appropriateness of the nature and amount of remuneration to Executives and Non-executive Directors on an annual basis. In performing its duties, the Committee can engage external advisors who are independent of Management.
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36 Financial Report Contents Page Consolidated statement of comprehensive income 37 Consolidated statement of financial position 38 Consolidated statement of changes in equity 39 Consolidated statement of cash flows 40 Notes to the Financial Report 41 1. Material accounting policies 41 2. Segment reporting 50 3. Revenue from contracts with customers 51 4. Expenditure 51 5. Other (losses)/gains 52 6. Finance income 52 7. Auditors’ remuneration 52 8. Income tax 53 9. Earnings per share 53 10. Cash and cash equivalents 54 11. Trade and other receivables 54 12. Other assets 56 13. Other financial assets 56 14. Property, plant, and equipment 57 15. Deferred tax assets and liabilities 58 16. Intangible assets 59 17. Asset impairment 60 18. Trade and other payables 60 19. Employee benefits 61 20. Provisions 64 21. Lease assets and liabilities 64 22. Capital and reserves 66 23. Financial instruments 67 24. Consolidated entities 69 25. Reconciliation of cash flows from operating activities 70 26. Key management personnel disclosures 70 27. Related parties 71 28. Parent entity disclosures 71 29. Subsequent events 71
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37 Consolidated statement of comprehensive income For the year ended 30 June 2026 Consolidated In thousands of AUD Notes 2026 2025 Revenue from contracts with customers Licence fees 38,774 44,601 Maintenance fees 11,644 13,213 Subscription fees 1,816 3,913 Testing solution services 2,100 2,746 Professional services 3,304 3,783 Total revenue 3 57,638 68,256 Expenditure Product and technology expenses (17,394) (13,514) Sales, professional services and marketing expenses (30,798) (34,056) General and administration expenses (10,631) (7,317) Total expenditure 4 (58,823) (54,887) Other (losses)/gains 5 (1,633) 2,092 (Loss)/profit before finance income and tax (2,818) 15,461 Finance income 6 3,554 2,961 Profit before tax 736 18,422 Income tax benefit/(expense) 8 474 (5,064) Profit for the year 1,210 13,358 Other comprehensive income Items that may be reclassified subsequently to profit Foreign exchange translation differences (1,324) 798 Other comprehensive income (1,324) 798 Total comprehensive income for the year (114) 14,156 Profit attributable to: Members of Integrated Research 1,210 13,358 Total comprehensive income attributable to: Members of Integrated Research (114) 14,156 Earnings per share attributable to members of Integrated Research: Basic earnings per share (cents) 9 0.67 7.56 Diluted earnings per share (cents) 9 0.67 7.43 The consolidated statement of comprehensive income is to be read in conjunction with the notes to the Financial Report set out on pages 41 to 71.
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38 Consolidated statement of financial position As at 30 June 2026 Consolidated In thousands of AUD Notes 2026 2025 Current assets Cash and cash equivalents 10 51,693 40,559 Trade and other receivables 11 35,900 40,770 Current tax assets 555 799 Other financial assets 13 208 143 Other current assets 12 2,792 2,605 Total current assets 91,148 84,876 Non-current assets Trade and other receivables 11 22,343 32,958 Other financial assets 13 504 491 Property, plant, and equipment 14 544 490 Right-of-use assets 21 1,390 1,493 Deferred tax assets 15 2,445 1,327 Other non-current assets 12 1,006 1,336 Total non-current assets 28,232 38,095 Total assets 119,380 122,971 Current liabilities Trade and other payables 18 5,668 5,709 Provisions 20 2,763 2,620 Income tax liabilities 524 244 Deferred revenue 10,569 11,542 Lease liabilities 21 536 718 Total current liabilities 20,060 20,833 Non-current liabilities Provisions 20 314 393 Lease liabilities 21 985 1,129 Total non-current liabilities 1,299 1,522 Total liabilities 21,359 22,355 Net assets 98,021 100,616 Equity Share capital 22 1,667 1,667 Reserves 22 12,112 12,370 Retained earnings 84,242 86,579 Total equity 98,021 100,616 The consolidated statement of financial position is to be read in conjunction with the notes to the Financial Report set out on pages 41 to 71.
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39 Consolidated statement of changes in equity For the year ended 30 June 2026 In thousands of AUD Share capital Translation reserve Employee benefit reserve Retained earnings Total Balance at 1 July 2025 1,667 2,469 9,901 86,579 100,616 Profit for the year - - - 1,210 1,210 Other comprehensive income - (1,324) - - (1,324) Total comprehensive income - (1,324) - 1,210 (114) Share based payments expense - - 1,066 - 1,066 Dividends to shareholders - - - (3,547) (3,547) Balance at 30 June 2026 1,667 1,145 10,967 84,242 98,021 In thousands of AUD Share capital Translation reserve Employee benefit reserve Retained earnings Total Balance at 1 July 2024 1,667 1,671 8,310 76,713 88,361 Profit for the year - - - 13,358 13,358 Other comprehensive income - 798 - - 798 Total comprehensive income - 798 - 13,358 14,156 Share based payments expense - - 1,591 - 1,591 Dividends to shareholders - - - (3,492) (3,492) Balance at 30 June 2025 1,667 2,469 9,901 86,579 100,616 The consolidated statement of changes in equity is to be read in conjunction with the notes to the Financial Report set out on pages 41 to 71.
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40 Consolidated statement of cash flows For the year ended 30 June 2026 Consolidated In thousands of AUD Notes 2026 2025 Cash flows from operating activities Cash receipts from customers 64,653 66,677 Cash paid to suppliers and employees (52,086) (53,566) Cash generated from operations 12,567 13,111 Income taxes refunded/(paid) 81 (4,432) Net cash provided by operating activities 25 12,648 8,679 Cash flows from investing activities Payments for property, plant, and equipment (257) (497) Deposit returned 27 1,206 Payment for deposit (35) (297) Proceeds from sale of testing business - 759 Interest received 3,567 2,948 Net cash used in investing activities 3,302 4,119 Cash flows from financing activities Payment of principal portion of lease liabilities (708) (1,404) Interest payments (99) (101) Payment of dividend (3,547) (3,492) Net cash used in financing activities (4,354) (4,997) Net increase in cash and cash equivalents 11,596 7,801 Cash and cash equivalents at 1 July 40,559 31,892 Effects of exchange rate changes on cash (462) 866 Cash and cash equivalents at 30 June 10 51,693 40,559 The consolidated statement of cash flows is to be read in conjunction with the notes to the Financial Report set out on pages 41 to 71.
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41 Notes to the Financial Report For the year ended 30 June 2026 Note 1: Material accounting policies Integrated Research Limited (the “Company”) is a company domiciled in Australia. The financial report of the Company for the year ended 30 June 2026 comprises the Company and its subsidiaries (together referred to as the “consolidated entity”). The registered office is located in Suite 9.03, Level 9, 420 George St, Sydney, Australia. The financial report was authorised for issue by the Directors on 27 August 2026. Integrated Research is a for-profit Company limited by ordinary shares. A. Statement of Compliance The financial report is a general-purpose financial report which has been prepared in accordance with Australian Accounting Standards and Interpretations and the Corporations Act 2001. Financial Report of the consolidated entity complies with International Financial Reporting Standards and interpretations adopted by the International Accounting Standards Board. B. Basis of Preparation The Financial Report is presented in Australian dollars and are prepared on a going concern basis using historical cost. The company is of a kind referred to in ASIC Legislative Instrument 2026/183 and in accordance with that Class Order, amounts in the financial report and Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated. The preparation of the Financial Report in conformity with Australian Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income, and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These accounting policies have been consistently applied by each entity in the consolidated entity. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Management has updated certain amounts in the notes to the financial statements for the year ended 30 June 2025 to align with the current year presentation. No line items in the consolidated statement of financial position, comprehensive income, changes in equity or cashflows were affected. New accounting standards and Interpretations The accounting policies and methods of computation adopted in the preparation of the financial report are consistent with those adopted and disclosed in Integrated Research Limited's 2025 annual financial report. The following new standards/interpretations are applicable for the first time in the current financial report:
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42 Notes to the Financial Report Note 1: Material accounting policies (continued) Standards and Interpretations issued not yet effective At the date of authorisation of the financial report, a number of standards and Interpretations were in issue but not yet effective. Initial application of the following Standards is not expected to materially affect any of the amounts recognised in the Financial Report but may change the disclosures made in relation to the consolidated entity’s Financial Report. The Company is still assessing the impact of all the amendments on the Company's financial statements: Standard/Interpretation Effective for annual reporting periods beginning on or after Expected to be initially applied in the financial year ending AASB 18 Presentation and Disclosure in Financial Statements 1 Jan 2027 30 June 2028 AASB 2024-2 and AASB2025-2 Amendments to AASs - Classification and Measurement of Financial Instruments 1 Jan 2026 30 June 2027 AASB 2024-3 Amendments to AASs – Annual Improvements Volume II- Amendments to AASB 7 1 Jan 2026 30 June 2027 AASB 2024-3 Amendments to AASs – Annual Improvements Volume II- Amendments to AASB 9 1 Jan 2026 30 June 2027 C. Basis of consolidation Subsidiaries are entities controlled by the Company. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee). Exposure, or rights, to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect its returns. When the Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee including: the contractual arrangement with the other vote holders of the investee; rights arising from other contractual arrangements and the Company’s voting rights and potential voting rights. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from the date the Company gains control until the date the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the Financial Report of subsidiaries to bring their accounting policies into line with the Company’s accounting policies. All intra-group assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Company are eliminated on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Company loses control over a subsidiary, it: de-recognises the assets (including goodwill) and liabilities of the subsidiary; de- recognises the carrying amount of any non-controlling interests; de-recognises the cumulative translation differences recorded in equity; recognises the fair value of the consideration received; recognises the fair value of any investment retained; recognises any surplus or deficit in profit or loss; reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Company had directly disposed of the related assets or liabilities.
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43 Notes to the Financial Report Note 1: Material accounting policies (continued) D. Foreign currency In preparing the Financial Report of the individual entities' transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year end date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Australian dollars at foreign exchange rates ruling at the dates the fair value was determined. On consolidation, the assets, and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation are translated to Australian dollars at foreign exchange rates ruling at the year-end date. The revenues and expenses of foreign operations are translated to Australian dollars at rates approximating the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised directly in other comprehensive income and accumulated in the translation reserve. E. Property, plant, and equipment Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation and impairment losses (see accounting policy (M)). The cost of acquired assets includes (i) the initial estimate at the time of installation and during the period of use, when relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and (ii) changes in the measurement of existing liabilities recognised for these costs resulting from changes in the timing or outflow of resources required to settle the obligation or from changes in the discount rate. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant, and equipment. Depreciation is provided on property, plant, and equipment. Depreciation is calculated on a straight-line basis so as to write off the net cost of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed annually, with the effect of any changes recognised on a prospective basis. The following useful lives are used in the calculation of depreciation: Leasehold improvements 6 to 10 years Plant and equipment 4 to 8 years F. Leases The Company assesses at contract inception whether a contract is, or contains, a lease. The Company applies a single recognition and measurement approach for all leases, except for short-term leases and low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated on a straight-line basis over the lease term.
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44 Notes to the Financial Report Note 1: Material accounting policies (continued) Lease liabilities At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. G. Intangible Assets Research and development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in profit or loss as incurred. Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalised if the product or process is technically and commercially feasible and the consolidated entity has sufficient resources to complete development. The useful lives of the capitalised assets are assessed as finite. The expenditure capitalised includes the cost of materials, direct labour, and an appropriate proportion of overheads. Other development expenditure is recognised in profit or loss as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses (see accounting policy (J)). Amortisation is charged to profit or loss on a straight-line basis over the estimated useful life, but no more than three years, the exception being for the Company's next generation Prognosis Cloud platform which is amortised over five years. Intellectual property Intellectual property acquired from third parties is amortised over its estimated useful life, but no more than three years. Computer software Computer software is stated at cost and amortised on a straight-line basis over a two and a half to three-year period. SaaS arrangements are service contracts providing the Company with the right to access the cloud provider's application software over the contract period. Costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud provider's application software, are recognised as operating expenses when the services are received.
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45 Notes to the Financial Report Note 1: Material accounting policies (continued) H. Trade and other receivables Trade and other receivables are stated at their amortised cost less expected credit losses. To measure the expected credit losses the Company utilises the simplified approach in calculating the expected credit loss and recognises a loss allowance based on a lifetime expected credit losses at each reporting date. The Company has established a provision matrix calculated based on the group historical credit loss experience adjusted for forward-looking factors. Trade receivables are written off when there is no reasonable expectation of recovery. For the trade receivables with extended payment terms beyond twelve months, the receivable is initially recognised at fair value less transaction costs calculated by applying a discount to the contracted cash flows. The discount rate applied is based upon the corporate borrowing rate that would apply to the type of customer, considering the customers’ credit worthiness based on its size and jurisdiction. I. Cash and cash equivalents Cash and short-term deposits in the statement of financial position is comprised of cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are held for the purpose of meeting short-term cash commitments and are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. J. Impairment The carrying amounts of the consolidated entity’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. For intangible assets that are not yet available for use, the recoverable amount is estimated at each year end date. An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss unless the asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through profit or loss. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing recoverable value, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and their risk specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. K. Employee benefits Superannuation Obligations for contributions to defined contribution pension plans are recognised as an expense in profit or loss as incurred. There are no defined benefit plans in operation.
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46 Notes to the Financial Report Note 1: Material accounting policies (continued) Long-term service benefits The consolidated entity’s net obligation in respect of long-term service benefits, other than pension plans, is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using expected future increases in wage and salary rates including related on-costs and expected settlement dates, and is discounted using the rates attached to the high quality corporate bond rate at the year-end date which have maturity dates approximating to the terms of the consolidated entity’s obligations. Share-based payment transactions The performance rights and options program allow the consolidated entity’s employees to acquire shares of the Company. The fair value of performance rights and options granted are recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the performance rights or options. The fair value of the instrument granted is measured using a Black-Scholes, Binomial or Monte-Carlo methodology, considering the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options or performance rights that are expected to vest. Wages, salaries, annual leave, and non-monetary benefits Liabilities for employee benefits for wages, salaries and annual leave represent present obligations resulting from employees’ services provided to the year-end date, calculated at undiscounted amounts based on remuneration wage and salary rates that the consolidated entity expects to pay as at the year-end date. L. Provisions A provision is recognised in the statement of financial position when the consolidated entity has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Employee benefits Provisions for employee benefits include liabilities for annual leave and long service leave and are measured at the amounts expected to be paid when the liabilities are settled. Make good The make good provision is for leases undertaken by the Company. For each provision raised a corresponding asset has been recognised and is amortised over the shorter of the term of the lease or the useful life of the asset. M. Trade and other payables Trade and other payables are stated at their amortised cost. N. Revenue Revenue from contracts with customers is recognised either at a point in time (licence fees) or over-time (maintenance, SaaS, testing solutions and professional services fees), regardless of when payment is received. Amounts disclosed as revenue are net of agency commissions and discounts. Where the Company bundles the products or services, the transaction price is allocated to each performance obligation based on the proportionate stand-alone selling prices. Licence fees are recognised on delivery of the licence key, where the Company's contracts with customers provide the right to use the Company's intellectual property. As such, the Company's performance obligation is satisfied at the point in time which the customer receives the licence key.
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47 Notes to the Financial Report Note 1: Material accounting policies (continued) Maintenance fees are recognised on a monthly basis over the term of the service agreement, which may range between one to five years. Services provided to customers under maintenance contracts include technical support and supply of software upgrades. Subscription fees are recognised on a monthly basis over the term of the service agreement, which may range between one to five years. The Company's contracts with customers provide a right of access to the Company's intellectual property (hosted on the Company's cloud environment) for the duration of the term of the contract. Testing solutions services revenues are recognised either ratably over a service period or as services are rendered. Testing services relate to the provision of services to performing testing of customer environments. Professional services are revenues recognised as the services are rendered, typically in accordance with the achievement of contract milestones or hours expended. Professional services include implementation and configuration services for licenced software. Unsatisfied performance obligations are disclosed as deferred revenue on the consolidated statement of financial position. Where the Company has a multi-year non-cancellable contractual commitment but does not expect to satisfy the performance obligation within twelve months, no deferred revenue or trade receivable is recognised. The Company typically provides multi-year payment terms to customers ranging between one to five years. For such contracts with customers, the transaction price is discounted using a rate that would be reflected in a separate financing transaction between the Company and the customer. This amount is recognised ratably as finance income over the payment period. Directly related contract costs in obtaining the customer contracts are expensed unless they are incremental to obtaining the contract and the Company expects to recover those costs. These costs are recognised as contract assets and amortised over the life of the contract they relate to. The incremental costs in obtaining customer contracts for the Company relate to specified commissions paid to employees which meet the criteria of directly related contract costs. No revenue is recognised if there are significant uncertainties regarding the recovery of the transaction price, the costs incurred or to be incurred cannot be measured reliably or there is a risk of return. O. Financing income Financing income comprises interest receivable on funds invested and the financing component of the sale of licences, less interest payable on borrowings. P. Income tax Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the year-end date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the year-end date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Additional dividend franking deficit tax that arises from the distribution of dividends are recognised at the same time as the liability to pay the related dividend.
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48 Notes to the Financial Report Note 1: Material accounting policies (continued) Q. Goods and Services Tax Revenue, expenses, and assets are recognised net of the amount of goods and services tax (GST), or similar taxes, except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable or payable is included as a current asset or liability in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities, which are recoverable or payable are classified as operating cash flows. R. Business Combination and Goodwill Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred at acquisition date measured at fair value. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Changes in the fair value of the contingent consideration are recognised in the Statement of Comprehensive Income. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the net identifiable assets acquired and liabilities assumed. Goodwill is tested annually for impairment. Acquisition-related costs are expensed as incurred and included in administrative expenses. S. Significant accounting judgements, estimates and assumptions The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: Revenue Recognition - Multi-element contracts or agreements The majority of the Company’s sales contracts involve multiple-element arrangements, for example a single software sales transaction that combines the delivery of a software licence and rendering of maintenance and other professional services. Revenue recognition for multiple-element arrangements has inherent complexities due to the judgment required to properly allocate the revenue amongst respective contracted activities. Intangible assets - Development An intangible asset arising from development expenditure on an internal project is recognised only when the consolidated entity can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development. Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Any expenditure capitalised is amortised over the period of expected benefits from the related project commencing from the commercial release of the project. The carrying value of an intangible asset arising from development expenditure is tested for impairment annually when the asset is not yet available for use or more frequently when an indication of impairment arises during the reporting period. 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 a Black-Scholes or Monte Carlo methodology and applying management determined probability factors relating to non-market vesting conditions.
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49 Notes to the Financial Report Note 1: Material accounting policies (continued) Provision for expected credit losses of trade and other receivables The Company uses a provision matrix to calculate the expected credit loss for trade and other receivables. The provision rates are based on the days overdue and differ by geography. The provision matrix is based on the historical default experience for the Company and adjusted for forward-looking information and includes the use of macroeconomic information where appropriate. The determination of the provision rates is considered a significant estimate as it is sensitive to change in circumstances and of forecast of economic conditions. The expected credit loss also may not be representative of the customers' actual default in the future. Where appropriate, the Company makes specific provisions for delinquent receivables. Specific provisions are contemplated for inclusion in the provision matrix historical loss rate when the debt is formally written off. Income Tax The Company regularly assesses the adequacy of income tax provisions having regard to the differing tax rules and regulations applicable in the various jurisdictions in which the Company operates. Due to the complexities of tax rules and regulations in numerous jurisdictions, matters such as the availability and timing of tax deductions and the application of the arm’s length principle to cross-border transactions often require significant judgements and assumptions to be made. Deferred tax assets are recognised for deductible temporary differences and tax losses to the extent that it is probable that future taxable profits will be available to utilise those temporary differences and tax losses. Significant judgement is required by the Company to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.
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50 Notes to the Financial Report Note 2. Segment reporting The Chief Operating Decision Maker (CODM), being the Chief Executive Officer, reviews a variety of information, including profit, on the performance of Prognosis solution across the group for the purpose of resource allocation. The principal geographical regions are the Americas – Operating from the United States with responsibility for the countries in North, Central and South America, Europe – operating from the United Kingdom and Germany with responsibility for the countries in Europe, Asia Pacific – operating from Australia and Singapore with responsibility for the countries in the rest of the world, and Corporate Australia – with responsibility for research and development and corporate head office functions of the Company. Inter-segment pricing is determined on an arm’s length basis. Information regarding these geographic regions is presented below. 1 Corporate Australia includes both the research and development and corporate head office functions of Integrated Research Limited. Americas Europe Asia Pacific Corporate Australia 1 Eliminations Consolidated In thousands of AUD 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 Sales to customers outside the consolidated entity 41,285 48,092 5,320 4,693 11,032 15,471 - - - - 57,638 68,256 Inter-region revenue - - - - - - 24,040 34,322 (24,040) (34,322) - - Total regional revenue 41,285 48,092 5,320 4,693 11,032 15,471 24,040 34,322 (24,040) (34,322) 57,638 68,256 Americas (USD) Europe (GBP) In thousands of local currencies 2026 2025 2026 2025 Sales to customers outside the consolidated entity 28,109 30,884 2,661 2,358 Inter-region sales - - - - Total regional revenue 28,109 30,884 2,661 2,358
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51 Notes to the Financial Report Note 3. Revenue from contracts with customers Information regarding the disaggregation of the Company’s revenues from contracts with customers is presented below. Consolidated In thousands of AUD 2026 2025 Timing of Revenue Recognition: At a point in time 38,774 44,601 Over time 18,864 23,655 Total Revenue from contracts with customers 57,638 68,256 Type of product Group Collaborate 23,993 33,023 Infrastructure 14,715 18,170 Transact 15,626 13,280 Professional services 3,304 3,783 Total Revenue 57,638 68,256 The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied), which are not included above, is $16,967,000 (2025: $20,492,000) as at 30 June and is expected to be recognised as revenue in two to five years. This amount relates to contracts with customers where the Company has a multi-year non-cancellable contractual commitment but does not expect to satisfy the performance obligation within twelve months, and no deferred revenue or trade receivable is recognised. Note 4. Expenditure Total expenditure of $58,823,000 (2025: $54,887,000) includes: Consolidated In thousands of AUD Note 2026 2025 Employee benefits expense: Defined contribution plans 2,021 1,882 Equity settled share-based payments 1,066 1,591 Other employee benefits 35,633 37,067 38,720 40,540 Depreciation and amortization 682 421 Expected credit loss provision expense 11 4,978 144
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52 Notes to the Financial Report Note 5. Other (losses)/gains Consolidated In thousands of AUD Note 2026 2025 Currency exchange (losses)/gains (2,686) 523 Gain on sale of testing solution business 36 1,218 Other income 1,017 351 (1,633) 2,092 The Company received a grant from the US government relating to the employee retention tax credit program during the year ended 30 June 2026. As part of the sale of the non-core testing solution business in the year end 30 June 2025, liabilities with a net book value of $401,000 were disposed by the Company, resulting in a net gain on sale of $1,218,000. The company received sale consideration of $759,000 in FY25. Note 6. Finance income Consolidated In thousands of AUD Note 2026 2025 Interest income 3,653 3,062 Interest on lease liability (99) (101) 3,554 2,961 Note 7. Auditors’ remuneration Consolidated In AUD 2026 2025 Fees to Ernst & Young (Australia) Fees for auditing the consolidated financial report of the Company and auditing the statutory financial reports of any controlled entities 307,970 330,321 Total auditor's remuneration 307,970 330,321
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53 Notes to the Financial Report Note 8. Income tax Recognised in profit for the year Consolidated In thousands of AUD Note 2026 2025 Current income tax: Current income tax expense 917 3,556 Adjustments in respect of current income tax of previous year (273) 317 644 3,873 Deferred tax: Relating to origination and reversal of temporary differences 15 (1,118) 1,191 (1,118) 1,191 Total income tax (benefit)/expense in profit and loss (474) 5,064 Numerical reconciliation between income tax benefit and profit before tax Consolidated In thousands of AUD 2026 2025 Profit before tax 736 18,422 Income tax using the domestic corporate tax rate of 30% 221 5,527 Increase in income tax expense due to: Non-deductible expenses 318 395 Deferred tax asset on temporary differences not booked 673 - Adjustments in respect of current income tax of previous year - 317 Decrease in income tax expense due to: R&D tax incentive (1,271) (923) Adjustments in respect of current income tax of previous year (273) - Effect of tax rates in foreign jurisdictions (142) (252) Income tax (benefit)/expense (474) 5,064 Note 9. Earnings per share The calculation of basic and diluted earnings per share at 30 June 2026 was based on the profit attributable to ordinary shareholders of $1,210,000 (2025: $13,358,000); a weighted number of ordinary shares outstanding during the year ended 30 June 2026 of 179,915,508 (2025: 176,757,152); and a weighted number of ordinary shares (diluted) outstanding during the year ended 30 June 2026 of 181,867,024 (2025: of 179,830,031), calculated as follows: Consolidated In thousands of AUD 2026 2025 Profit for the year 1,210 13,358
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54 Notes to the Financial Report Note 9. Earnings per share (continued) Weighted average number of shares used as the denominator Consolidated Number 2026 2025 Number for basic earnings per share: Ordinary shares 179,915,508 176,757,152 Effect of employee share plans on issue 1,951,515 3,072,879 Number for diluted earnings per share 181,867,023 179,830,031 Basic earnings per share (cents) 0.67 7.56 Diluted earnings per share (cents) 0.67 7.43 Note 10. Cash and cash equivalents Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. Note 11. Trade and other receivables Current Consolidated In thousands of AUD 2026 2025 Cash at bank 18,280 7,896 Short term deposits 33,413 32,663 51,693 40,559 Consolidated In thousands of AUD 2026 2025 Trade receivables 36,763 40,880 Less: Allowance for expected credit losses (923) (186) 35,840 40,694 GST receivable 60 76 35,900 40,770
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55 The Company provides customers with good credit worthiness with extended payment plans over the committed term of the licence contract ranging between one to five years. For customers not on extended payment plans the credit period on sales ranges from 30 to 90 days. Ageing of trade receivables past due but not impaired: Consolidated In thousands of AUD Note 2026 2025 Past due 30 days 172 500 Past due 60 days 34 120 Past due 90 days 990 217 Total 23 1,196 837 The movement in the allowance for expected credit losses in respect of trade receivables is detailed below: Consolidated In thousands of AUD Note 2026 2025 Balance at beginning of year 186 58 Bad debt written off during the year (15) - Amounts written back during the year (6) (16) FX (239) - Increase in provision 4,9781 144 Total 4,904 186 1 The charge was principally associated with a single client provision of $3,800,000. This increase in the provision is recorded in the Consolidated Statement of Comprehensive Income in the line ‘General and administration expenses’. The Company has used the following criteria to assess the allowance loss for expected credit losses shown above: historical default experience. Loss rate for 2026 was 0.14% (2025: 0.14%); macroeconomic factors specific to the geography of the customer; an individual account by account specific risk assessment based on past credit history; and any prior knowledge of debtor insolvency or other credit risk. Where appropriate, the Company makes specific provisions for delinquent receivables. Specific provisions are contemplated for inclusion in the provision matrix historical loss rate when the debt is formally written off. Included in the Company’s trade receivable balance are debtors which are 90 days past due at the reporting date which the Company has not provided for as there has been no significant change in credit quality and the consolidated entity believes that the amounts are still recoverable. Notes to the Financial Report Note 11. Trade and other receivables (continued) Non-current Consolidated In thousands of AUD 2026 2025 Trade receivables 26,324 32,958 Less: Allowance for expected credit losses (3,981) - 22,343 32,958
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56 Notes to the Financial Report Note 12. Other assets Current Consolidated In thousands of AUD 2026 2025 Prepayments 1,911 1,621 Contract assets 881 984 Total 2,792 2,605 Non-current Consolidated In thousands of AUD 2026 2025 Contract assets 1,006 1,336 Total 1,006 1,336 The Company pays sales commission to its employees for certain contracts; these costs are recognised as costs incurred to obtain a contract and included as contract assets. Note 13. Other financial assets Current Consolidated In thousands of AUD 2026 2025 Deposits 8 29 Interest receivable 200 114 Total 208 143 Non-current Consolidated In thousands of AUD 2026 2025 Deposits 504 491 Total 504 491 Deposits include bank deposit for a cash backed guarantee for rental premises. The carrying amount of other financial assets is a reasonable approximation of their fair value.
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57 Notes to the Financial Report Note 14. Property, plant and equipment Plant and equipment Consolidated In thousands of AUD 2026 2025 At cost 788 545 Accumulated depreciation and impairment (264) (84) 524 461 Leasehold improvements Consolidated In thousands of AUD 2026 2025 At cost 32 32 Accumulated depreciation and impairment (12) (3) 20 29 Plant and Equipment Consolidated In thousands of AUD 2026 2025 Carrying amount at start of year 461 44 Additions 257 497 Disposals (3) - Effects of foreign currency exchange (8) - Depreciation expense (183) (80) Carrying amount at end of year 524 461 Leasehold Improvements Consolidated In thousands of AUD 2026 2025 Carrying amount at start of year 29 - Additions - 32 Disposals (1) - Depreciation expense (8) (3) Carrying amount at end of year 20 29 Total property, plant, and equipment Consolidated In thousands of AUD 2026 2025 At cost 820 577 Accumulated depreciation and impairment (276) (87) 544 490
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58 Notes to the Financial Report Note 15. Deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Consolidated Assets Liabilities Net In thousands of AUD 2026 2025 2026 2025 2026 2025 Right-of-use assets 0 - (296) (407) (296) (407) Property, plant, and equipment 0 35 (22) - (22) 35 Deferred commission 0 - (337) (447) (337) (447) Share based payments 150 187 - - 150 187 Trade and other payables 501 312 - - 501 312 Lease Liability 335 497 - - 335 497 Deferred Revenue 690 883 - - 690 883 Provisions 873 710 - - 873 710 Unrealised foreign exchange loss/(gain) 618 - - (412) 618 (412) Others 0 - (67) (31) (67) (31) Deferred tax assets/(liabilities) 3,167 2,624 (722) (1,297) 2,445 1,327 Set off of deferred tax liabilities (722) (1,297) 722 1,297 - Net deferred tax assets/(liabilities) 2,445 1,327 - - 2,445 1,327 Movement in temporary differences during the year: Consolidated For year ended 30 June 2026 In thousands of AUD Balance 1 July 2025 Recognised in expense Recognised in equity Balance 30 June 2026 Right-of-use assets (407) 111 - (296) Property, plant, and equipment 35 (57) - (22) Deferred commission (447) 110 - (337) Share based payments 187 (37) - 150 Trade and other payables 312 189 - 501 Lease Liability 497 (162) - 335 Deferred Revenue 883 (193) - 690 Provisions 710 163 - 873 Unrealised foreign exchange gain (412) 1,030 - 618 Others (31) (36) - (67) 1,327 1,118 - 2,445
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59 Notes to the Financial Report Note 15. Deferred tax assets and liabilities (continued) Consolidated For year ended 30 June 2025 In thousands of AUD Balance 1 July 2024 Recognised in income Recognised in equity Balance 30 June 2025 Right-of-use assets - (407) - (407) Property, plant, and equipment 131 (96) - 35 Deferred commission (435) (12) - (447) Share based payments 198 (11) - 187 Trade and other payables 228 84 - 312 Lease Liability 405 92 - 497 Deferred Revenue 807 76 - 883 Provisions 992 (282) - 710 Unrealised foreign exchange gain 193 (605) - (412) Others (1) (30) - (31) 2,518 (1,191) - 1,327 1 As at 30 June 2026, the Company had no unrecognised deferred tax assets related to Australian R&D tax incentives (30 June 2025: $Nil) and $673,000 of unrecognised deferred tax assets on temporary differences in overseas jurisdictions (30 June 2025: $Nil). Note 16. Intangible assets The balance of capitalized intangible assets comprises: Cost In thousands of AUD Software development Third party software Goodwill Total Balance at 1 July 2024 62,127 2,288 3,727 68,142 Fully amortised and offset - - - - Effects of foreign currency exchange - - - - Balance at 30 June 2025 62,127 2,288 3,727 68,142 In thousands of AUD Software development Third party software Goodwill Total Balance at 1 July 2025 62,127 2,288 3,727 68,142 Fully amortised and offset - - - - Effects of foreign currency exchange - - - - Balance at 30 June 2026 62,127 2,288 3,727 68,142
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60 Notes to the Financial Report Note 16. Intangible assets (continued) Note 17. Asset impairment Management has identified the Group as having one cash generating unit (the Prognosis CGU). In the current year, as at 30 June 2026, the Group has not identified any indicators which suggest reversal of asset impairment recognised in prior years. There has been no material change in the key assumptions used to determine the recoverable amount of the cash generating unit. Note 18. Trade and other payables Consolidated In thousands of AUD 2026 2025 Trade and other payables 5,668 5,709 The average credit period on trade and other payables is 30 days. Accumulated Amortisation In thousands of AUD Software development Third party software Goodwill Total Balance at 1 July 2024 62,127 2,288 3,727 68,142 Fully amortised and offset - - - - Amortisation for year - - - - Impairment - - - - Balance at 30 June 2025 62,127 2,288 3,727 68,142 Balance at 1 July 2025 62,127 2,288 3,727 68,142 Fully amortised and offset - - - - Amortisation for year - - - - Impairment - - - - Balance at 30 June 2026 62,127 2,288 3,727 68,142 Carrying amounts In thousands of AUD Software development Third party software Goodwill Total Balance at 30 June 2025 - - - - Balance at 30 June 2026 - - - -
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61 Notes to the Financial Report Note 19. Employee benefits Current Consolidated In thousands of AUD 2026 2025 Liability for annual leave 1,781 1,669 Liability for long service leave 982 951 2,763 2,620 Non-current Consolidated In thousands of AUD 2026 2025 Liability for long service leave 265 265 Accrued commission - 62 265 327 Pension plans Employees of the consolidated entity accumulate pension benefits through statutory contributions by the entities in the consolidated entity as required by the laws of the jurisdictions in which they operate, supplemented by individual contributions. Share based payments Employee Equity Plan In April 2023, the consolidated entity established the Integrated Research Limited Equity Plan Rules (Plan), which replaced the prior plan rules adopted in 2011. The Plan enables the Company to offer eligible employees the right to obtain shares in Integrated Research at no cost contingent upon performance conditions being met (otherwise referred to as performance rights). The annual long term incentive (LTI) equity allocations are broadly broken into two groups: grants to Company staff (Staff LTI), and grants to Company executives (Executive LTI). The performance conditions include a service period with performance components. The performance rights are automatically exercised into shares upon the service and performance conditions being met. Allocations for Staff LTI vest annually over a three year period, so long as the recipient remains employed at the vesting date and receives a "meets expectations" performance rating in the prior year. Executive LTI equity grants vest over a three year period with performance hurdles tied to company performance, the details of the FY26 Executive LTI performance hurdles are provided in the Remuneration Report. During the year ended 30 June 2026, LTI was limited and granted to general staff by exception. During the year ended 30 June 2026, the consolidated entity recognised an expense through statement of Comprehensive Income of $1,066,000 related to the fair value of rights and options (2025: $1,591,000). There were no cancellations or modifications to the awards in 2026 or 2025.
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62 Notes to the Financial Report Note 19. Employee benefits (continued) Movements during the year The following tables provide the movement in performance rights and options and weighted average exercise prices (WAEP) during the year: 2026 2026 2025 2025 Performance Rights Staff LTI Executive LTI Staff LTI Executive LTI In thousands of instruments Outstanding at the beginning of the year 6,581 2,881 7,359 3,494 Granted during the year 320 2,559 3,151 1,675 Lapsed during the year - (260) - - Forfeited during the year (691) (1,371) (1,1 85) (2,288) Vested during the year (3,239)1 - (2,744)2 - Outstanding at the end of the year 2,971 3,809 6,581 2,881 Exercisable at the end of the year (vested) - - - - 1 Weighted average share price of exercised performance rights for the period was $0.394 2 Weighted average share price of exercised performance rights for the period was $0.616 The weighted average remaining contractual life for the performance rights outstanding as at 30 June 2026 was 1.17 years (2025: 1.09 years). The weighted average fair value of performance rights under the Staff LTI allocation granted during the year was $0.28 (2025: $0.71). The weighted average fair value of performance rights under the Executive LTI allocation granted during the year was $0.28 (2025: $0.20). The exercise price for the performance rights at the end of the year was nil (2025: nil). 2026 2026 2025 2025 Options Number WAEP Number WAEP In thousands of instruments Outstanding at the beginning of the year 221 $1.98 1,147 $1.98 Granted during the year - - - - Forfeited during the year - - (926) $1.98 Exercised during the year - - - - Outstanding at the end of the year 221 $1.98 221 $1.98 Exercisable at the end of the year (vested) 221 $1.98 221 $1.98 The weighted average remaining contractual life for the share options outstanding as at 30 June 2026 was 0.16 years (2025: 1.17 years). The exercise price for options outstanding at the end of the year was $1.98 (2025: $1.98).
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63 Notes to the Financial Report Note 19. Employee benefits (continued) Inputs on instruments granted The following tables list the inputs to the models use for the Employee Equity plans for the years ended 30 June 2026 and 2025: *Staff LTI granted during the year ended 30 June 2026 were by exception only. The fair value of services received in return for performance rights and options granted to employees is measured by reference to the fair value of rights granted. Expected volatility has been determined by reference to historical volatility over a period similar to the expected life of the rights. This is representative of future trends though actual outcomes may vary. Risk free interest rate is based on the yield on government securities with a remaining term similar to the expected life of the rights. For the year ended 30 June 2026 Staff LTI* Executive LTI Weighted average fair values at measurement date $0.28 $0.28 Expected dividends 6% 6% Expected volatility 31% 31% Risk-free interest rate 3.5% 3.5% Contractual life (expressed in years) 2.62 2.62 Weighted average share price $0.325 $0.325 Exercise price Nil Nil Performance hurdles Internal Metric Internal Metric Testing date Aug-28 Aug-28 Model Used Black Scholes Black Scholes For the year ended 30 June 2025 Staff LTI Executive LTI Weighted average fair values at measurement date $0.71 $0.20 Expected dividends 2.68% 3.33%-3.81% Expected volatility 72.46%-72.59% 72.46%-72.59% Risk-free interest rate 3.33%-3.84% 3.33%-3.84% Contractual life (expressed in years) 2.93 2.73-2.76 Weighted average share price $0.75 $0.58 Exercise price Nil Nil Performance hurdles - IRI share price at testing date N/A $1.80 Testing date N/A Aug-27 Model Used Black Scholes Monte Carlo
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64 Notes to the Financial Report Note 20. Provisions Current Consolidated In thousands of AUD Note 2026 2025 Employee benefits 19 2,763 2,620 2,763 2,620 Non-current Consolidated In thousands of AUD Note 2026 2025 Employee benefits 19 265 327 Lease make good 49 66 314 393 Note 21. Lease assets and liabilities The Company has lease contracts for office space and equipment used in operations, with terms ranging from 1 to 5 years. The company's obligations under its leases are secured by the lessor's title to the leased assets. In 2025, the company exited the lease for the North Sydney office premises and entered into a new lease contract in Sydney CBD for four years. The company recognised a right-of-use asset of $1,572,000, lease liability of $1,536,000 and make good provision of $36,000. The incremental borrowing rate assumed for the new lease was 7.0%. The lease liabilities were discounted at the incremental borrowing rates as at inception of the respective lease. The incremental borrowing rates for the portfolio of leases were between 3% and 7%. Finance income decreased by $99,000 (2025: $101,000) relating to the interest expense on lease liabilities recognised. Right-of-use assets Office premises Consolidated In thousands of AUD 2026 2025 At cost 2,318 1,949 Accumulated depreciation and impairment (928) (456) 1,390 1,493
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65 Notes to the Financial Report Note 21. Lease assets and liabilities (continued) Office premises Consolidated In thousands of AUD 2026 2025 Carrying amount at start of year 1,493 241 Additions 383 1,572 Effects of foreign currency exchange 5 18 Depreciation expense (491) (338) Carrying amount at end of year 1,390 1,493 Current lease liabilities Consolidated In thousands of AUD 2026 2025 Lease liabilities 536 718 536 718 Non-current lease liabilities Consolidated In thousands of AUD 2026 2025 Lease liabilities 985 1,129 985 1,129 Contractual undiscounted cash outflows used to calculate lease liability Consolidated In thousands of AUD 2026 2025 Less than one year 583 816 Between one and five years 1,071 1,234 1,654 2,050
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66 Notes to the Financial Report Note 22. Capital and reserves Share capital Ordinary shares In thousands of shares 2026 2025 On issue 1 July 177,353 174,609 Issued against employee performance right exercised 3,239 2,744 On issue 30 June 180,592 177,353 The company does not have authorised capital or par value in respect of its issued shares. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets. Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the Financial Report of foreign operations where their functional currency is different to the presentation currency of the consolidated entity, as well as from the translation of liabilities that hedge the consolidated entity’s net investment in a foreign subsidiary. Employee benefit reserve The employee benefit reserve arises on the grant of either share options or performance rights to employees under the Integrated Research Limited Equity Plan Rules (adopted in April 2023) or the Integrated Research Performance Rights and Option Plan (adopted in November 2011). Refer to note 19 for further details. Dividends Dividends paid during the year During the financial year ended 30 June 2026, the Company paid the following dividends on fully paid ordinary shares: In thousands of AUD Cents per share Total amount Franked/ unfranked Record Date Date of payment Final dividend for the year ended 30 June 2025 2.00 3,547 100% franked 4 September 2025 21 October 2025 Dividends declared subsequent to reporting date On 27 August 2026, the Board declared a fully franked final ordinary dividend for the year ended 30 June 2026 of 3.0 cents per ordinary share. The Board also declared a fully franked special dividend for the year ended 30 June 2026 of 2.0 cents per ordinary share. The dividends will be paid on 15 October 2026 with a record date of 3 September 2026. The dividends to be paid in October 2026 have not been recognised as a liability in the financial statements as at 30 June 2026. In thousands of AUD Cents per share Total amount Franked/ unfranked Record Date Date of payment Final ordinary dividend declared for the year ended 30 June 2026 3.00 5,418 100% franked 3 September 2026 15 October 2026 Special dividend declared for the year ended 30 June 2026 2.00 3,612 100% franked 3 September 2026 15 October 2026
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67 Notes to the Financial Report Note 22. Capital and reserves (continued) Franking account disclosure: Company In thousands of AUD 2026 2025 Adjusted franking account balance 7,877 9,758 Note 23. Financial instruments Capital risk management The consolidated entity manages its capital to ensure that controlled entities will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of treasury management. The capital structure of the consolidated entity consists of cash and cash equivalents and equity attributable to equity holders of the company, comprising issued capital, reserves, and retained earnings as disclosed in Notes 10 and 22, respectively. Bank Guarantee At 30 June 2026, the total value of cash backed guarantee provided was $280,000 (2025: $280,000). Material accounting policies Details of the material accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 1 to the Financial Report. Financial risk management objectives The Board of Directors has overall responsibility for the establishment and oversight of the consolidated entity’s financial management framework. The Board has an established Audit and Risk Committee, which is responsible for developing and monitoring the consolidated entity’s financial management policies. The Committee provides regular reports to the Board of Directors on its activities. The Audit and Risk Committee oversees how Management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks. The main risks arising from the consolidated entity’s financial instruments are currency risk, credit risk, liquidity risk and cash flow interest rate risk. Market risk The consolidated entity’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and cash flow interest rate risks. Foreign currency risk management The consolidated entity undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. The carrying amount of the consolidated entity’s foreign currency denominated monetary assets and monetary liabilities at the reporting date that are denominated in a currency that is different to the functional currency of the respective entities undertaking the transactions is as follows:
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68 Notes to the Financial Report Note 23. Financial instruments (continued) Consolidated Liabilities Assets In thousands of AUD 2026 2025 2026 2025 US Dollar 801 833 21,272 13,776 Sterling - - 11 76 Euro - - 999 2,165 Foreign currency sensitivity At 30 June 2026, if the US Dollar, Sterling or Euro weakened or strengthened against the Australian dollar by the percentage shown, with all other variables held constant, net profit for the year would increase (decrease) by the following based on the change in the exchange rate against the Australian dollar. Consolidated Net (loss)/profit before tax Equity In thousands of AUD 2026 2025 2026 2025 US Dollar 2,047 1,294 2,047 1,294 Sterling 1 8 1 8 Euro 100 217 100 217 Change in currency (i) – 10% decrease. Consolidated Net (loss)/profit before tax Equity In thousands of AUD 2026 2025 2026 2025 US Dollar (2,047) (1,294) (2,047) (1,294) Sterling (1) (8) (1) (8) Euro (100) (217) (100) (217) Change in currency (i) – 10% increase. The sensitivity analysis has been based on the sensitivity rates used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates based on historical volatility. In addition to the above, there is also an A$17.1 million (2025: A$24.8 million) intercompany receivable in the parent entity at 30 June, denominated in US dollars, which eliminates on consolidation. The gain or loss on revaluation of the intercompany balance to Australian dollars is not eliminated and is therefore recorded through profit and loss. A 10% decrease in the Australian dollar against the US dollar would result in a A$1.7 million (2025: A$2.5 million) increase to net profit before tax and equity, whilst a 10% increase would result in a A$1.7 million (2025: A$2.5 million) decrease to net profit before tax and equity. The consolidated entity includes certain subsidiaries whose functional currencies are different to the consolidated entity presentation currency. The main operating entities outside of Australia are based in the United States, the United Kingdom, Germany, and Singapore. As stated in the consolidated entity’s accounting policies per Note 1, on consolidation the assets and liabilities of these entities are translated into Australian dollars at exchange rates prevailing at the year-end date. The income and expenses of these entities are translated at the average exchange rates for the year. Exchange differences arising are classified as equity and are transferred to a foreign exchange translation reserve. The consolidated entity’s future reported profits could therefore be impacted by changes in rates of exchange between the Australian Dollar and United States Dollar, UK Sterling, Euro, and Singapore Dollar each.
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69 Notes to the Financial Report Note 23. Financial instruments (continued) Credit risk management 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 adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. The largest single counterparty balance with any one customer at 30 June 2026 was $4.4 million (2025: $6.2 million). Ongoing credit evaluation is performed on the financial condition of accounts. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. Liquidity risk management Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate liquidity risk management framework for the management of the consolidated entity’s short, medium, and long-term funding and liquidity management requirements. The consolidated entity manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. All trade and other payables shown in Note 18 carry no interest obligation. Fair value of financial instruments The carrying value of financial assets and financial liabilities of the consolidated entity is a reasonable approximation of their fair value. For non-current trade debtors Integrated Research has considered a discount rate to recognise the net present value of the debtors. Level 3 inputs have been considered including corporate borrowing rates, size of the customer and jurisdiction of the customer. A discounted cashflow model was used to derive the fair value. The range of discount rates was between 1.9% to 4.3%. The carrying value of non-current trade receivables of the consolidated entity was a reasonable approximation of their fair value. Note 24. Consolidated entities Country of incorporation Ownership interest 2026 2025 Parent entity: Integrated Research Limited Australia Subsidiaries of Integrated Research Limited: Integrated Research Inc USA 100% 100% Integrated Research Singapore Pte Limited Singapore 100% 100% Integrated Research UK Limited UK 100% 100% Subsidiaries of Integrated Research UK Limited: Integrated Research Germany GmbH Germany 100% 100%
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70 Notes to the Financial Report Note 25. Reconciliation of cash flows from operating activities Consolidated In thousands of AUD 2026 2025 Profit for the year 1,210 13,358 Depreciation and amortisation 682 421 Pro vision for expected credit loss 4,718 128 Inte rest received (3,653) (3,062) Interest pai d 99 101 Share -based payments expense 1,066 1,591 Ga in on sale of testing business (36) (1,218) N et exchange differences (804) 384 C hange in operating assets and liabilities: De crease/(Increase) in trade debtors 10,767 (312) (Increase)/d ecrease in future income tax benefit (874) 686 Decre ase in other operating assets 143 203 (Dec rease) in trade and other payables (41) (360) (De crease) in other operating liabilities (973) (2,379) I ncrease/(decrease) in provision for income taxes payable 280 (14) I ncrease/(decrease) in other provisions 64 (848) Ne t cash from operating activities 12,648 8,679 Note 26. Key management personnel disclosures Key management personnel compensation The key management personnel compensation is as follows: Consolidated In AUD 2026 2025 Short-term benefits 1,554,028 1, 476,650 Post-employment benefits 112,972 11 4,496 Lo ng term benefits 15,375 12,699 Equity compe nsation benefits 123,171 38,608 Terminatio n benefits - 17 6,061 1,805,546 1,818,514 Refer to note 27. Related parties for transactions between the company and key management personnel.
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71 Notes to the Financial Report Note 27. Related parties At 30 June 2026 Mr. Steve Killelea, the founder of IR, owned either directly or indirectly 28.92% of the Company (2025: 29.25%). There were no transactions between key management personnel, or their personally related entities, and the Company. Note 28. Parent entity disclosures Financial Position Parent Entity In thousands of AUD 2026 2025 Assets Current assets 77,283 78,870 Non-current assets 4,830 4,068 Total Assets 81,913 82,938 Liabilities Current Liabilities 7,232 6,416 Non-current liabilities 664 1,563 Total Liabilities 7,896 8,455 Net Assets 74,017 74,959 Equity Issued Capital 1,667 1,667 Employee benefits Reserve 10,967 9,901 Retained Earnings 61,383 63,391 Total Equity 74,017 74,959 Financial Performance Investments in subsidiaries are included at cost. Note 29. Subsequent events Other than Dividends in Note 22, there have been no transaction or event of a material or unusual nature that has arisen in the interval between the end of the financial year and the date of this report which is likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company, in future financial years. Parent Entity In thousands of AUD 2026 2025 Profit for the year 1,539 10,641 Other comprehensive income - - Total comprehensive income 1,539 10,641
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72 Consolidated entity disclosure statement As at 30 June 2026 Entity name Entity type Body corporate Country of incorporation Body corporate % of share capital held Country of tax residence Parent entity: Integrated Research Limited Body Corporate Australia Australia Subsidiaries of Integrated Research Limited: Integrated Research Inc Body Corporate USA 100% Australia Integrated Research Singapore Pte Limited Body Corporate Singapore 100% Australia Integrated Research UK Limited Bo dy Corporate UK 100% Australia Subsidiaries of Integrated Research UK Limited: Integrated Research Germany GmbH Bo dy Corporate Germany 100% Australia
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73 Directors’ Declaration In accordance with a resolution of the Directors of Integrated Research Limited, we state that: 1. In the opinion of the Directors: a) the Financial Report and notes of Integrated Research Limited for the financial year ended 30 June 2026 are in accordance wi th the Corporations Act 2001, including: i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2026 and of its performance for the year ended on that date; and ii) complying with Accounting Standards and the Corporations Regulations 2001. b) the Financial Report and notes also comply with International Financial Reporting Standards as disclosed in Note 1; and c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. d) the consolidated entity disclosure statement required by section 295(3A) of the Corporations Act is true and correct. 2. This declaration has been made after receiving the declarations required to be made to the Directors by the chief executive officer and chief financial officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2026. This declaration is made in accordance with a resolution of the Directors. Pet er Lloyd Ch air 27 August 2026 Sydney
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001 Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au Auditor’s independence declaration to the Directors of Integrated Research Limited As lead auditor for the audit of the financial report of Integrated Research Limited for the financial year ended 30 June 2026, I declare to the best of my knowledge and belief, there have been: a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; b. No contraventions of any applicable code of professional conduct in relation to the audit; and c. No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit. This declaration is in respect of Integrated Research Limited and the entities it controlled during the financial year. Ernst & Young Simon Hannigan Partner 27 August 2026 74
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001 Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au Independent auditor’s report to the members of Integrated Research Limited Report on the audit of the financial report Opinion We have audited the financial report of Integrated Research Limited (the Company) and its subsidiaries (collectively “the Group”), which comprises the consolidated statement of financial position as at 30 June 2026, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes to the financial statements, including material accounting policy information , the consolidated entity disclosure statement, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a. Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2026 and of its consolidated financial performance for the year ended on that date; and b. Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board ’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit proc edures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report. 75
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Revenue recognition for multiple-element arrangements Why significant How our audit addressed the key audit matter For the year ended 30 June 2026 the Group’s revenue streams consist of licence fees of $38.8 million, maintenance fees of $11.6 million, subscription fees of $1.8 million, testing solution services of $2.1 million and professional services of $3.3 million, as presented in the consolidated statement of comprehensive income, and disclosed in Note 1 to the financial statements. The majority of the Group’s sales contracts involve multiple -element arrangements, for example a single software sales transaction that combines the delivery of a software license and rendering of maintenance and other professional services. Revenue recognition for multiple -element arrangements was considered to be a key audit matter due to the complexity of the multi - element contracts and the judgment required to allocate the revenue amongst respective contracted activities. Our audit procedures included the following: ► Assessment of the appropriateness of the Group’s revenue recognition accounting policies relating to multi -element arrangements in accordance with the relevant requirements of AASB15 Revenue from contracts with customers. ► For a sample of contracts we assessed; • the Group’s identification and separation of each contract element, including whether the allocation of total contract revenue to each element in the multiple - element arrangements is correct based on the underlying contract terms. • whether the revenue recognition criteria of each element in the multiple -element arrangements had been met in accordance with AASB 15 , which included the determination of whether the control associated with the relevant licensed software passed to the customer in the reporting period. ► Assessment of the adequacy and appropriateness of the disclosures included in the Notes to the financial report. Information other than the financial report and auditor’s report thereon The directors are responsible for the other information. The other information comprises the information included in the Company ’s 2026 annual report other than the financial report and our auditor’s report thereon. We obtained the directors’ report, the remuneration report and the Corporate Governance Statement that are to be included in the annual report, prior to the date of this auditor ’s report, and we expect to obtain the remaining sections of the annual report after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. 76
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of: ► The financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and ► The consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001; and for such internal control as the directors determine is necessary to enable the preparation of: ► The financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and ► The consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the direc tors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the a ggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ► Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis fo r our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 77
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation ► Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. ► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. ► Conclude on the appropriateness of the directors ’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. ► Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. ► Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the Group financial report. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor ’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the audit of the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 16 to 35 of the directors’ report for the year ended 30 June 2026. 78
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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation In our opinion, the Remuneration Report of Integrated Research Limited for the year ended 30 June 2026, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Ernst & Young Simon Hannigan Partner Sydney 27 August 2026 79