Announcement PDF 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, 26 August 2025 – 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 2025. Authorised for release by the Board of Integrated Research Limited. Leanne Ralph Company Secretary Integrated Research Limited ABN 76 003 588 449 About Integrated Research Limited (ASX: IRI). Integrated Research (IR) is the leading global provider of user experience and performance management solutions for payment transactions and collaborative systems. We create value through our realtime, scalable & extensible hybrid cloud platform and our deep domain knowledge to optimise operations of missioncritical systems and improve user experience through intelligent and actionable insights. We enable many of the world’s largest organisations to simplify complexity and provide visibility over systems that millions of people can’t live without – systems that allow them to transact and collaborate. For further information on IR, visit www.ir.com. 1 www.ir.com Appendix 4E Full year report Name of entity INTEGRATED RESEARCH LIMITED ABN 76 003 588 449 Reporting period (year ended) 30 June 2025 Previous corresponding period (year ended) 30 June 2024 For announcement to the market Extracts from this report for announcement to the market Revenues from ordinary activities Down 18% to A$000 68,256 Profit before tax attributable to members Down 31% to 18,422 Net profit for the year attributable to members Down 51% to 13,358 Dividends Amount per security Franked amount per security 2.00c 2.00c 2.00c 2.00c 2025 dividend declared Previous corresponding period On 26 August 2025, the directors declared a fully franked final dividend for the year ended 30 June 2025 of 2.0 cents per ordinary share and will be paid on 21 October 2025 with a record date of 04 September 2025. NTA backing Net tangible asset backing per ordinary security Brief explanation of directional and percentage changes to profit: Refer accompanying Group Financial Report. Audit This report is based on audited accounts. June 2025 cents June 2024 cents 56.73 50.61 Integrated Research Limited and Controlled Entities ABN 76 003 588 449 ASX CODE IRI Group Financial Report For the year ended 30 June 2025 Contents Page Directors’ Report 3 Remuneration Report 15 Financial Report 35 Notes to the Financial Report 40 Consolidated entity disclosure statement 72 Directors’ Declaration 73 Auditor’s Independence Declaration 74 Independent Auditor's Report 75 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 2025 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, scalability, and reliability with a low total cost of ownership. Integrated Research services customers in more than 44 countries through direct sales offices 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 an annual profit after tax of $13.4 million in the financial year to 30 June 2025 (FY25). This represents a decrease of $13.7 million on the prior year and is the result of an 18% decrease in revenue to $68.3 million, and an increase in the effective tax rate, slightly offset by a 5% decrease in expenses to $54.9 million. Robust cash conversion helped the Company increase its cash balance by 27% to $40.6 million. The decline in revenue performance was largely the consequence of a softer renewal book than in the previous year. As expected, the Company experienced stronger second half sales and revenue compared to the first half. Due to market uncertainty throughout the year, some of the anticipated new business opportunities experienced delays into FY26. This was most evident in the Americas, where new business growth slowed in the second half. Consequently, new business was lower than the preceding year. The Americas region contributed $48.1 million - a 19% decline on the prior year, where Asia-Pacific contributed $15.5 million and Europe $4.7 million, down, 2% and 41%, respectively year on year. Demand generation and sales execution risk continued to be a focus for management. 3 Directors’ Report cont. The Company profited from currency gains of $0.5 million (prior year loss of $0.9 million) and benefited from other incomes of $1.6 million (prior year $0.1 million) which included $1.2m 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. Revenue The following table presents Company revenues for each of the relevant product groups: In thousands of AUD 2025 2024 % Change Collaborate 33,023 35,154 (6%) Infrastructure 18,170 25,129 (28%) Transact 13,280 18,434 (28%) Professional services 3,783 4,575 (17%) Total revenue 68,256 83,292 (18%) Consistent with the softer FY25 renewals book, Collaborate revenue of $33.0 million decreased by 6% over the prior year. The Collaborate market also continues to undergo significant changes as customers deploy cloud and hybrid environments, reducing their footprint of on-premise collaboration tools and contributing to churn risk. Recognising this, the Company launched Prognosis as a Service in late FY25. Prognosis as a Service provides clients with the same capabilities as the on premises version of Prognosis but hosted by the Company. This removes deployment and maintenance complexity for the client, reduces their cost of ownership, and aligns more generally with the enterprise adoption of hosted technology. The constant currency net revenue retention rate for Collaborate in FY25 was 83% (2024: 86%). Licence fees for Collaborate were $19.6 million, down 9% over the prior year. SaaS revenues for Collaborate were $1.7 million, down 21% over the prior year, noting that unlike Collaborate on-premise, the revenue from products hosted by the Company (such as Prognosis as a Service) is recognised over the term of the contract. Infrastructure revenue of $18.2 million decreased by 28% over the prior year. Transact revenue of $13.2 million, decreased by 28% over the prior year. The decline in Infrastructure and Transact revenue performance was also on account of a softer renewal book. Licence transactions sold during the year were closed on a multi-year term basis with maturities ranging from an average of three to five years. The following table presents Company revenues for each of the relevant geographic segments in the underlying currencies: 2025 2024 % Change Asia Pacific (A$’000) 15,471 15,830 (2%) Americas (US$’000) 30,884 39,138 (21%) Europe (£’000) 2,358 4,128 (43%) Asia Pacific revenue of $15.5 million was down 2% over the prior year. The region achieved strong growth in Collaborate based on a large new business contract, however this was offset by underperformance in Infrastructure and Transact. Americas revenue of US$30.9 million, was down 21% over the prior year. The region experienced softer contract renewals and revenue decline to the prior year across all product lines. Year on year churn for Collaborate was broadly consistent with the prior year, while market uncertainty resulted in delays in new business deals expected to close in FY25. Transact and Infrastructure performance was mixed. Whilst a 5-year renewal of the largest customer underpinned strong renewal performance, market uncertainty contributed to delays in new business consistent with Collaborate. Europe revenue of £2.4 million, was down 43% over the prior year, with all products underperforming. The Company is undertaking a review of its European business to assess growth opportunities. 4 Directors’ Report cont. Expenses The following table presents the Company’s cost base compared to the preceding year: In thousands of AUD 2025 2024 % Change Product and technology expenses 13,514 12,779 6% Sales, professional services, and marketing expenses 34,056 38,679 (12%) General and administration expenses 7,317 6,493 13% Total expenses 54,887 57,951 (5%) Total expenses were down 5% to $54.9 million. The reduction in expense was primarily due to a reduction in sales expenses reflecting structural and sales leadership changes. Total staff numbers finished the year at 131 (2024: 142). Gross spending on product and technology expenditure represents 20% of total revenue (2024: 15%): In thousands of AUD 2025 2024 % Change Gross product and technology expenses 13,514 12,779 6% Capitalisation of development expenses - - - Amortisation of capitalised expenses - - - 13,514 12,779 6% 20% 15% Net product and technology expenses Gross spend as a % of revenue Tax expense Income tax was a net expense of $5.1m for the year (2024: $0.42m). The year on year increase was expected and reflects timing differences and a significant reduction in the availability and utilisation of R&D credits to offset the tax expense compared to the prior year, which benefited from utilisation of substantial brought forward R&D credits. The Company’s effective tax rate for the year was 27.5%, where the prior year was 22.2% excluding brought forward R&D credits. Shareholder returns Returns to shareholders were as follows: Net profit/(loss) ($’000) Basic EPS (cents) 2025 2024 2023 13,358 27,130 (29,226) 7.56 15.57 (16.90) Dividends declared per share (cents) 2.00 2.00 Nil Dividend franking percentage 100% 100% N/A Return on equity 14% 37% (40%) 5 Directors’ Report cont. Strategy and Priorities FY25 was a transition year, the Company pivoting towards a product-led growth strategy and laying the foundations for sustainable growth over the medium term. While the product-led growth strategy continues to evolve, the Company has established clear innovation priorities and a defined product direction. This architecture incorporates the development of new capabilities aligned to the changing needs of large enterprise organizations, and the introduction of variable and consumption based pricing models to position for organic revenue growth over the medium to longer term. The Company’s product-led growth strategy also focuses specifically on leveraging Artificial Intelligence (AI) and machine learning (ML) to extract new value from existing and expanding data sets. Given the granularity and high fidelity nature of the data within Prognosis, the Company sees this as value generating and therefore highly strategic. Recognising the significant opportunities afforded by AI and ML, the Company established IR Labs. IR Labs is a dedicated innovation team focused on building new, AI and ML powered products and capabilities. The company intends to launch the first of its AI enabled products in the first half of FY26, part of an ongoing program to bring clients new value through innovation. The Company experienced early signs of a positive shift in momentum across both new product releases and new business wins. This includes the successful release of the High Value Payments (HVP) product, the signing of a top 10 US bank as its first client, and the launch of Prognosis Elevate. Prognosis Elevate provides Prognosis as a service, hosted on behalf of the client by the Company; a demonstration of the product-led growth strategy aligning to the changing needs of large enterprise organisations. This alignment, and a more intentional approach to product differentiation are central to the Company’s innovation agenda. With the benefit of a strong cash position and clean balance sheet, the Company is committed to investment in product innovation for growth. FY25 also saw the Company focus on execution fundamentals. Changes to the organization including recruiting for new capabilities in support of product-led growth, refocusing product, sales and marketing teams on new business growth and process redesign were introduced in FY25 and will continue to be a primary focus in FY26. FY26 priorities are to continue to build on the foundations of product-led growth: • new products and capabilities aligned to the changing needs of large enterprise organisations • new AI/ML enabled products, including (but not limited to) products that leverage the data already harvested by Prognosis • growth in the revenue contribution from new business (new clients and upsell to existing clients) The material risks to delivery on our priorities continue to be: • Competitors enhancing their tools to narrow the competitive advantage of the IR offers, including use of AI across both existing and emerging products; • Changing customer requirements; • Inflationary cost pressures both in the IR supply chain (wages growth, supplier price increases), and for customers resulting in an increase in competitive pricing in renewals and new business; • Sales capability given the tight labour market, highly technical skillset, and time to productivity to effectively build a pipeline of opportunities and convert these to commercial deals; • Product capability, given the tight labour market, highly technical skillset, and time to productivity to ensure our product offering and value proposition are relevant in the market; and • Evolving geopolitical developments—particularly in the United States—that may adversely impact operations, new business growth and financial outcomes. 6 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. Over the past five years Michael has worked with a leading pan-Asian fund to invest in public companies pursuing growth in payments, telecommunications, and energy. Prior to this, Michael was a Partner and Managing Director for The Boston Consulting Group, where he held roles including leading the technology, media, and telecommunications business. Michael is a Director of The Institute for Economics and Peace Limited. Michael is currently Chair of the Company's Technology & Innovation Committee. 7 Directors’ Report cont. 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 NonExecutive 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 Nomination & Remuneration Committee. 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. She has experience as Chair of Audit, Risk & Compliance Committees. Kate is currently a Director of Australian Ethical Investment Limited, an ASX Listed company. Kate Is also a Director of Intersect Australia Limited, Australian Ethical Superannuation Pty Limited, and the Australian Ethical Foundation 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. 8 Directors’ Report cont. 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 graduated with a Bachelor of Business from the University of Technology Sydney and is CPA qualified. Resigning and Retiring Directors and Officers during the year John Ruthven Managing Director and Chief Executive Officer John joined IR in July 2019. He resigned as Managing Director in July 2024 and Chief Executive Officer in September 2024. His employment ceased in January 2025. Will Witherow, B.A., J.D. General Counsel and Company Secretary Will was appointed IR's General Counsel and Company Secretary in April 2022 and resigned as Company Secretary in November 2024. He continues to be employed by the Company as General Counsel. 9 Directors’ Report cont. Results Profit for the year was $13.4 million (2024: $27.1m). Dividends Dividends Dividends paid during the year During the financial year ended 30 June 2025, the Company paid the following dividends on fully paid ordinary shares: In thousands of AUD Final dividend for the year ended 30 June 2024 Cents per share Total amount 2.00 3,492 Franked/ unfranked Record date 100% franked 03 September 2024 Date of payment 15 October 2024 Dividends declared subsequent to reporting date On 26 August 2025, the Directors declared a fully franked final dividend for the year ended 30 June 2025 of 2.0 cents per ordinary share and will be paid on 21 October 2025 with a record date of 04 September 2025. The final dividend to be paid in October 2025 has not been recognised as a liability in the financial statements as at 30 June 2025. In thousands of AUD Final dividend declared for the year ended 30 June 2025 Cents per share Total amount 2.00 3,547 Franked/ unfranked Record Date 100% franked 04 September 2025 Date of payment 21 October 2025 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 7 to 8. Details of the company secretary and her qualifications are set out on page 8. 10 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 2025, and the numbers of meetings attended by each Director were: Board Meetings Audit & Risk Committee Meetings Nomination & Remuneration Committee Meetings Technology & Innovation Meetings A B A B A B A B Peter Lloyd 13 14 4 4 3 3 2 2 Ian Lowe 8 8 - - - - - - John Ruthven (until July 2024) 2 2 - - - - 1 1 Michael Hitz 14 14 2 4 - - 2 2 Mark Brayan 14 14 - - 3 3 2 2 Kate Greenhill 14 14 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 The consolidated entity’s operations are not subject to significant environmental regulations under either Commonwealth or State legislation. 11 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: Ordinary shares in Integrated Research Options Performance rights Directly held Beneficially held Total Peter Lloyd - 51,263 51,263 - - Ian Lowe - - - - 403,226 99,593 - 99,593 - - - 260,000 260,000 - - John Ruthven (Until July 2024) (1) Mark Brayan Number of Number of rights options Kate Greenhill - - - - - Michael Hitz - - - - - 1. Total Values represents holding on last day as Director. 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 Ian Lowe 403,226 Yes Nil Aug 2027 Christian Shaw1 241,935 Yes Nil Aug 2027 Executive Officers 1 Apart from Performance right granted during the year, Christian Shaw also held 256,410 performance rights issued in prior year. Total numbers of performance rights held 498,345. 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. 12 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 Employee LTI price Executive LTI Options Total Aug 2025 Nil - 260,000 - 260,000 Sep 2025 Nil 980,592 - - 980,592 Aug 2026 Nil - 1,058,973 - 1,058,973 Sep 2026 Nil 2,671,950 - - 2,671,950 Aug 2026 $1.98 - - 220,960 220,960 Aug 2027 Nil - 1,562,105 - 1,562,105 Sep 2027 Nil 2,929,121 - - 2,929,121 6,581,663 2,881,078 220,960 9,683,701 Total performance rights and options 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 expense