Integrated Research Limited Annual Report 2022

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FY2022 Annual Report · Integrated Research Limited

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Integrated Research
Annual Report 2022

ABN 76 003 588 449

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Asia Pacifi c/Middle East/Africa

Integrated Research Limited

Level 9, 100 Pacifi c Highway

North Sydney NSW 2060

Australia

T. +61 (2) 9966 1066

E. info.ap@ir.com

United Kingdom & Ireland

Integrated Research UK Ltd

Jubilee House

Third Avenue, Globe Park

Marlow, SL7 1EY

United Kingdom

T. +44 (0) 1895 817 800

E. info.europe@ir.com

Singapore

Americas - West Coast

Integrated Research (Singapore) Pte. Ltd.

Integrated Research, Inc.

Unit 14-03, Palais Renaissance

4700 S. Syracuse Street, Suite 1000

390 Orchard Road

Singapore 238871

T. +65 6813 0851

E. info.ap@ir.com

Denver, CO 80237, USA

T: +1 (303) 390 8700

F: +1 (303) 390 8777

E. info.usa@ir.com

ir.com

Corporate

Directory

Directors

Peter Lloyd

Independent Non-Executive Director

and Chairman

John Ruthven

Managing Director and

Chief Executive Offi cer

Cathy Aston

Independent Non-Executive Director

Allan Brackin

Independent Non-Executive Director

Anne Myers

James Scott

Independent Non-Executive Director

Solicitors

Ashurst

Level 11, 5 Martin Place

Sydney NSW 2000

Bankers

National Australia Bank

Westpac Banking Corporation

HSBC Bank Australia

Securities Exchange Listing

Australian Securities Exchange

Code: IRI

Country of Incorporation

Integrated Research Limited,

incorporated and domiciled in

Australia, is a publicly listed

company limited by shares.

Notice of Annual General Meeting

The 2022 Annual General

Meeting of Integrated

Research will be held on

Wednesday, 23 November 2022.

A formal Notice of Meeting will be

released in October.

Company Secretary

David Purdue

Will Witherow

Registered Offi ce

Level 9, 100 Pacifi c Highway

North Sydney NSW 2060

T. +61 (2) 9966 1066

Share Registry

Computershare

This Annual Report is printed on Impress DM Matt. Impress DM is a FSC Certifi ed paper which is made from elemental
chlorine free pulp derived from well-managed forests. It is manufactured by an EMAS and ISO 14001 certifi ed mill.

5076 Designed and Produced by RDA Creative www.rda.com.au

Contents

About IR

CEO’s report

Directors’ report

Financial Update

Chairman’s letter

2
4
6
9
11
23 Remuneration report (audited)
35 Corporate governance statement
43 Financials
79 Directors’ declaration
80 Independent auditor’s report
86 Lead auditor’s independence declaration
87 ASX additional information
89 Corporate directory

Integrated Research and its controlled entities
Annual Report 2022

1
1

Integrated Research and its controlled entities Annual Report 2022Financial Update

 450%
growth

Users on our
SaaS platform

~$20M

Spend on
innovation over
last 2 years

 41

 5

New customers

New products

78.5

62.9

REVENUE

20% 

NPAT

1.5

81%



Jun-21

Jun-22

Jun-21

Jun-22

7.9

Integrated Research and its controlled entities Annual Report 2022In Millions of AUD

2022

2021

% Change

Licence fees

Total revenue

35.5

47.4

-25% 

62.9

78.5

-20% 

Profit for the year

1.5

7.9

-81% 

Net assets

87.1

83.3

Cash at balance date

12.3

12.1

5% 

1% 

Americas revenue

38.1

54.5

-30% 

Asia Pacific revenue

15.2

11.8

28% 

Europe revenue

9.7

12.2

-21% 

Earnings per share (cents per share)

0.9

4.6

-80% 

In Millions of Functional Currency

2022

2021

% Change

Americas revenue (USD)

27.6

40.8

-32% 

Asia Pacific revenue (AUD)

15.2

11.8

28% 

Europe revenue (GBP)

5.2

6.7

-22% 

R&D Investment (AUD)

22.8

19.1

19% 

Our customers

7/10 Top US Banks

8/10 Top 10 Telcos

10/25 Top 25
Fortune 500 companies

6/20 Top 20
Australian companies
(by market capitalization)

Integrated Research and its controlled entities Annual Report 2022Chairman’s letter

To my fellow shareholders,

On behalf of the Board, I would like to extend
our gratitude for your ongoing support of
Integrated Research Ltd (IR).

In my letter to you last year, I described the
previous fiscal year as one of transformation and
innovation at IR. This extended into FY22 as well.

Connecting the dots to ensure
technology delivers on its promise
IR started as a one-man operation in Australia, focused on
ensuring that business-critical systems and applications
could be monitored and managed to minimise disruptions.
Thirty years on and with a global presence, we have
stayed true to our promise. Many things have changed
in the interim and we have evolved and adapted to meet
our customer needs. The macro-economic environment
following the pandemic has not made it easier, throwing
up new challenges and adding further complexity.
However, I am confident that we are well-positioned to
help our customers navigate their accelerated digital
transformations and simplify the increasing complexity
of doing business. Customers also acknowledged this by
way of the feedback they shared through the annual
Customer Survey, highlighting the quality and mission
criticality of IR’s products.

FY22 performance
During FY22, the deterioration in the macro environment
resulted in organisations pausing and delaying their
buying decisions as they assessed their immediate
business needs. We also faced challenges in executing
our strategy. Corrective actions are now in place with a
strengthened leadership team, and a re-alignment of
the business.

Our balance sheet remains strong, with no debt and
a strong cash balance, and we are well positioned to
implement our strategy of self-funded growth.

Welcoming leadership
It’s always pleasing to see team members promoted for
their efforts. During the year IR promoted team members
internally to the positions of Chief Marketing Officer and
Chief People Officer. And our APAC Senior Vice President
is now responsible for the international region comprising,
APAC, MEA and Europe.

We also hired key talent from outside of IR to lead our
business in the Americas and appointed an interim
CFO with an extensive background working with
listed Australian tech companies. He also has relevant
experience with businesses that are undergoing
significant change.

Our hires to the Executive Leadership Team have the
depth of talent and experience to aid us in transforming
the business.

We extend our deepest gratitude to Peter Adams for all his
contributions and achievements as CFO at IR and wish him
the very best in his personal and professional endeavours.

Strengthening the Board of Directors
During FY22, we welcomed Cathy Aston as a
Non-Executive Director. Cathy is a seasoned professional
with over 25 years of experience across diverse sectors
including technology, financial services, superannuation,
government, marketing services, and digital business.
Cathy also has senior executive experience with entities
in the Australian and Asia Pacific regions. In addition,
Ms. Aston has experience as Chair of Audit & Risk

Integrated Research and its controlled entities Annual Report 2022Committees for several local and overseas organisations.
She is currently Chair of Integrated Research’s
Audit & Risk Committee.

Way forward
Hybrid working is very much becoming the norm, with
employees allocating their working week between their
office and home environments. Enabling this change,
organisations are adopting hybrid communications and
collaboration solutions.

We believe that in this increasingly complex environment
of communications networks and devices, specialised
management tools like ours, will be in greater demand
for delivering a seamless ‘ear to ear’ user experience.
Gartner currently projects that demand for Unified
Communications as a Service (UCaaS) Monitoring
solutions is expected to grow at the same rate as demand
for UCaaS solutions.

Transaction payment volumes are projected to grow
at 18.6% CAGR1 driven by the growing movement to
cashless payments, and new digital payment methods.
Governments are also mandating the modernization of
payment systems and the global adoption of International
Organization for Standardization (ISO) audits will create a
common language for payments worldwide. IR’s products
and solutions are well suited to meet the demand for a
seamless user experience in these increasingly complex
payments ecosystem.

We continue to believe that our products make us an ideal
business partner to organizations as they transition to the
new world of communications and payments solutions.

Dividend
In line with the Company’s objective of retaining a strong
balance sheet, the Board has not declared a dividend
for the full year. The solid cash position will enable IR
to weather external capital market forces and ongoing
self-funded innovation for long-term growth.

Acknowledgments
On behalf of the Board, I would like to pass on our sincere
appreciation to all team members at IR who have worked
resolutely in challenging business conditions and under
a hybrid working model. I would like to acknowledge the
contribution of the Executive Leadership Team, led by
CEO John Ruthven, who steered the business through a
demanding year.

A call out to our customers for their ongoing support.
We remain committed to providing you with the best
customer experience. Listening and acting on your
feedback, ensuring that innovation will always be a key
focus area for us at IR, and helping you in your journey of
reducing complexity in your business-critical systems.

To my fellow Non-Executive Directors Allan Brackin,
Anne Myers, Cathy Aston, and James Scott, thank you for
your ongoing commitment, engagement, and counsel to
the business.

Most importantly, to our shareholders, thank you for all the
support extended to us over the years. While the business
is currently transforming, we believe we have the right
talent, leadership, and capabilities to be successful well
into the future.

Peter Lloyd
Chairman

1 Source - Capgemini World Payments Report

Integrated Research and its controlled entities Annual Report 2022CEO’s report

Dear Shareholders,

As noted by Peter in his letter to shareholders,
I write to you following what was a
challenging, but transformative year for IR.

Despite the macro challenges of the past
year, we have put in place a number of
corrective actions and re-confirmed that our
strategy is aligned to the market opportunity.

We are focused on three core product lines, Collaborate,
Transact, and Infrastructure. Consistent and core to these
pillars, the strategy is to leverage the structural market
changes of remote working and cashless payments as
we support our customers transitioning their businesses.
We are leveraging our existing customer base and market
position to move into adjacent and higher value segments.
And we’re continuing to build long-term recurring revenues
as we transition our business model away from upfront
revenue recognition. Finally, we’re driving this change
through self-funded development of new SaaS products.

Phased Strategy
Our strategy comprises three phases: Innovate, Execute
and Scale.

As part of the Innovate phase, we brought to market
our new SaaS platform, as the foundation for the
development of a range of new products. This innovation
remains ongoing, and the launch of new and enhanced
products will continue - to meet current and emerging
customer use cases.

The execution phase is taking longer than we anticipated,
as we move to selling a much higher percentage of new
business. We remain confident that our go-to-market
model is right, and our demand generation efforts will pay
off. We are also iterating our first-generation products
following feedback from customers and partners, to
ensure that next-generation products better meet the
needs of our customers.

In the Collaborate solution suite, we launched the
new Collaboration Space Management product for
conferencing rooms in partnership with Utelogy.

1 FY2022 Financial Results briefing released to ASX and on page 44.

In addition, new solutions were launched for Session
Border Controllers (SBCs) and Direct Routing for Microsoft
Teams. This new capability enables the monitoring of
audio calls for organizations that connect external phone
lines and use Microsoft Teams as an office phone system.

Two new products for High Value and Real-time payments
were launched in the Transact solutions suite. The team
completed a feasibility plan for private cloud deployments to
address data-governance concerns large payment providers.

As we transition to the Scale phase of our strategy, our
business will move from contracting upfront revenues to a
better-quality SaaS subscription model, with higher levels
of annual recurring revenues.

FY22 Report
The Company reported a net profit after tax of $1.5 million.
Statutory revenue for the year was $62.9 million, down
20% over the prior year.1 Proforma Revenue for the year
was $79.8 million. Our proforma revenue declined by 4%.
This is significant since our proforma results are a more
indicative measure of underlying performance.

Cash receipts from customers totalled $75.5 million, down
4% over the prior year, and represented a cash conversion
ratio of 95% on proforma revenue. The Company
continues to benefit from term-based non-cancellable
licence contracts with a high-quality customer base.
This, together with a re-alignment of our cost base yielded
an improvement in net cash to $12.3 million, which was
up from $5.5 million in the previous year and included the
repayment of outstanding debt.

In FY22, cloud and hybrid solutions represented 13% of Total
Contract Value (TCV), almost double their contribution from

Integrated Research and its controlled entities Annual Report 2022the prior year. As of 30 June 2022, there were 470,000
users on the new platform in either a hybrid or cloud
capacity, representing growth of 459% over the prior year.

batch systems. Again, with this comes increasing complexity
- additional systems, applications, and the greater risk of
issues and failures. Dealing with these issues is our business.

Asia Pacific was the stand-out region in FY22. APAC
achieved TCV of $ 15.5 million, up 34% over the prior
year with growth experienced across all product lines.
Notably, the achievement was across both the renewal
of existing business and growth in new business.

By contrast, both the Americas and Europe experienced
declines in TCV, with both regions experiencing a lower
number of contract renewals during the year. In addition,
the execution phase in the Americas has taken longer
than expected to deliver. Post the reporting date, we
appointed Rodney Foreman, an experienced Senior Vice
President to drive the business.

In Europe, as a consequence of regional insecurity and
other negative business sentiment, the second half of the
year produced a softer result, compared to the strong first
half. Recent leadership changes in Europe are expected to
yield a more positive outlook in the coming year.

Opportunity in FY23 and Beyond
We currently have over 600 customers across our global,
enterprise customer base, including more than 25% of
the Fortune 500 companies. We work with well-known
global brands in key industries including, technology,
telecommunications, financial services, government,
healthcare, and higher education.

Partners, Service Providers and Resellers are critical to
IR’s success providing the ability to scale the business.
Throughout FY22 new relationships were built and existing
relationships were strengthened to set up a springboard
for growth. A highlight was the extension and expansion of
the 20+ year partnership with ACI.

Innovation remains core to our strategic growth plans.
During FY22 we maintained our investment in innovation
across our two primary product domains.

As we look to the future, the outlook and opportunity for
both our Collaborate and Transact product lines remains
very promising.

For Collaborate, IR’s target market is the 600 million
unified communications users. Nearly 180 million are
sophisticated conferencing users. Today, we have
5.8 million users, or around 3% share. The addressable
market is growing at over 7% CAGR.

Remote working was accelerated by the pandemic with
Gartner confirming that hybrid working is here to stay.
As a result, conferencing and unified communications
markets are moving rapidly to the cloud. The challenges
that these companies experienced in their on-premises
environments are still present as they transition to SaaS
and hybrid working worlds.

This transition may take longer for larger enterprises, given
their sizeable investments in legacy on-premises solutions.

For Transact, we continue to see a massive shift in consumers
and businesses moving to non-cash payment methods.
This is increasingly leading to the expansion of payment
methods and channels. While debit and credit card usage
has increased, real-time payments are displacing legacy

We are currently monitoring approximately 600 million
transactions a day. Globally there are 1,267 billion
non-cash transactions that occur. The global payment
addressable market is forecast to grow at 18.6% CAGR.

While we launched five new products in FY22 to address
these needs, our focus now is to continue to develop
second-generation products, providing enhancements for
new and existing customers.

Key Priorities
We have established a firm foundation to enable growth,
including clear priorities for FY23.

1. Critical to our return to growth is a recovery in the
Americas and Europe. Our go-to-market strategy, supported
by the new leadership teams should deliver improved
retention, up-sell, and the winning of new business.

2. Getting our new SaaS products into the hands of our
customers and prospects is a critical focus. We have
invested in our sales engineering function to improve our
demonstration capability. We believe this will give us the
technical edge to capture new wins.

3. We have a clear line of sight to our customer renewals
where there may be risk, as well as our customer plans for
their unified communications and payment platforms.
Whilst we can’t influence their migration decisions, we
have optimised our go-to-market strategy to maximise our
retention opportunity.

4. Our phased growth strategy kicked off with the launch
of a new SaaS platform and products in market. We will
continue to review customer feedback to bring enhanced
second-generation products to market.

5. We have re-aligned the company to be more efficient
and effective, whilst retaining a strong balance sheet, to
support our sell-funding model of innovation and growth.
We will continue to maintain a strong balance sheet
through a measured investment approach.

Appreciation
We remain firm in our strategic and operational approach
and believe that we can improve on our financial
performance through the remainder of FY23.

In closing, I extend my appreciation to our team,
customers and shareholders for their ongoing support and
look forward to keeping you updated on our progress.

Regards,

John Ruthven
CEO

Integrated Research and its controlled entities Annual Report 202288

Integrated Research and its controlled entities
Annual Report 2022

Integrated Research and its controlled entities Annual Report 2022About IR

IR is the corporate brand name of Integrated
Research Limited, the leading global provider of
experience management solutions for business-critical
technology environments.

The modern world relies on a complex array of technologies to keep turning. IR’s aim is to
simplify that complexity and enable their customers to create great experiences, insights,
systems and connections, when it matters most.

IR offers three key solution suites - Collaborate, Transact and Infrastructure - powered by
the hybrid-cloud Prognosis platform.

These solutions enable performance management, analytics, and business insights, and
are used by many of the world’s largest organisations including major stock exchanges,
banks and telecommunication companies, to keep their critical technologies running as
they should.

Our purpose is to create great when it matters most.

collaborate

transact

infrastucture

Analyse transaction data,
deploy new technology
with confidence and
ensure a seamless
payments experience to
keep your card, high value
and real-time payments
business flowing.

IR Transact simplifies the
complexity of managing
modern payments
ecosystems, uncovering
unparalleled insights
and turning data into
intelligence to help you
optimize the commerce
that connects our
global economies.

Access real-time insight into
HPE Non-Stop environments
to help manage IT
performance, spot patterns
in data, proactively
prevent problems, and
build a solid foundation for
business-critical systems.

IR Infrastructure provides
the insight organizations
need to make informed
business decisions and
ensure systems are running
efficiently to optimize the
mission-critical environments
that connect our world.

IR Collaborate
offers enterprise
grade performance
management, testing
solutions and analytics
across voice, web,
video and collaboration
ecosystems.

Whether your environment
is on-premises, in the
cloud, or hybrid, IR
Collaborate simplifies the
complexity of modern
unified communication
and collaboration
environments, providing
the insight you need to
ensure your most essential
business systems, provide
a seamless experience and
optimize the collaboration
that connects your people.

Integrated Research and its controlled entities Annual Report 20221010

Integrated Research and its controlled entities
Annual Report 2022

Integrated Research and its controlled entities Annual Report 2022Directors’
report

Contents

12 Review of operations
15 Strategy and Priorities
16 Directors
20 Directors’ interests
21 Share options and performance rights
23 Remuneration report (audited)

Integrated Research and its controlled entities
Annual Report 2022

11
11

Integrated Research and its controlled entities Annual Report 2022Directors’ report

The Directors present their report together with the Financial Statements of
Integrated Research Limited (“the consolidated entity”), being the Company
and its controlled entities, for the year ended 30 June 2022 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 systems and applications
management computer software for
business-critical computing, 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 a cross section of large
organisations requiring high levels of
computing performance and reliability.

Prognosis is an integrated suite
of monitoring and management
software, designed to give an
organization’s management and
technical personnel operational
insight into and optimise the
operation of their 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 a
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 60 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 many of the world’s
largest organisations and includes
major stock exchanges, 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 rateably over
the service agreement. Revenue
from professional services and
testing solution services is recognised
over the period the services are
delivered. The Company has recently
expanded its product offering
to include Software as a Service
(“SaaS”) with the introduction of
cloud-based solutions. SaaS revenues
are classified as subscription fees
and are recognised rateably over the
delivery period.

Review and
results of
operations

Overview
The Company achieved annual profit
after tax of $1.5 million, representing
an 81% decrease on the prior year.
Revenue for the year was $62.9
million, down 20% over the prior year.
The decline in performance was the
consequence of external trading
conditions, market disruption, delays
in new product traction and sales
execution. Typically, the fourth
quarter of the financial year is the
Company’s strongest period for
sales. However, the deteriorating
macro-economic environment
caused by geo-political unrest and
inflationary pressures resulted in
customers delaying or canceling
purchasing decisions. Sales execution
risk was much higher in FY22 due to
the lower renewal volume compared
to preceding years. New business
sales were higher than the preceding
year, but insufficient to overcome the
decline in revenue.

The Company benefited from
currency gains of $1.6 million
(prior year loss of $1.9 million)
and grant income of $1.4
million (prior year $0.6 million).
These amounts are included in other
gains and losses of the profit and
loss account.

Integrated Research and its controlled entities Annual Report 2022Directors’ reportRevenue
The following table presents Company revenues for each of the relevant product groups:

In thousands of AUD

Collaborate

Infrastructure

Transact

Professional services

Total revenue

2022

34,324

13,240

8,249

7,054

62,867

2021

% Change

44,000

15,874

10,243

8,376

78,493

(22%)

(17%)

(19%)

(16%)

(20%)

Collaborate revenue of $34.3 million, declined 22% over the prior year. The Collaborate market has undergone significant
disruption since the commencement of the pandemic through customers moving toward cloud and hybrid environments
and reducing their footprint of on-premise collaboration tools. Whilst this has presented a significant opportunity for the
Company to sell new cloud and hybrid products, it has also increased the risk of churn on the Company’s on premise
collaborate solution. The maintenance retention rate for Collaborate was 87% (2021: 87%). Licence fees for Collaborate
was $19.9 million, down 29% over the prior year. SaaS revenues for Collaborate was $1.3 million, up 303% over the prior
year, noting that the revenue from cloud-based products is recognised over time.

Infrastructure revenue of $13.2 million, declined 17% over the prior year. Transact revenue of $8.2 million, declined 19% over the
prior year. Both product lines declined due to a continuing cyclical downswing exacerbated by lower capacity sales. Licence
transactions sold during the year were closed on a multi-year term basis with maturities ranging from three to five years.

The following table presents Company revenues for each of the relevant geographic segments in underlying natural currencies:

Asia Pacific (A$’000)

Americas (USD’000)

Europe (£’000)

2022

15,150

27,618

5,228

2021

11,817

40,798

6,713

% Change

28%

(32%)

(22%)

Asia Pacific revenue of $15.2 million, was up 28% over the prior year. The region achieved growth across all product lines
with a combination of new, capacity and renewals supporting the result. The region achieved growth in both halves
through both direct and indirect (including managed service providers) channels. Asia Pacific added 12 new customers
over the course of the year.

Americas revenue of US$27.6 million, was down 32% over the prior year. The region was off to a slow start with first half
revenues down 24% against 1H 2021. Whilst there was modest improvement in the second half, it was insufficient to
achieve aggregate revenue growth. There was a high dependency on new business in the Americas due to the timing of
the licence renewal cycle. Licence sales from renewals was down 57% whilst licence sales from new and capacity business
was up 31%. The Americas added 20 new customers over the year.

Europe revenue of £5.2 million, was down 22% over the prior year. Europe first half revenues was up 19% but was unable
to match the stronger second half performance of the preceding year. Post the commencement of insecurity from the
conflict in the Ukraine and other negative business sentiment, fourth quarter sales were notably weak with licence fees of
only £0.2 million. Europe added 9 new customers over the course of the year.

Expenses
The following table presents the Company’s cost base compared to the preceding year:

In thousands of AUD

Research and development expenses

Sales, professional services and marketing expenses

General and administration expenses

Total expenses

2022

22,767

41,136

6,241

70,144

2021

19,101

43,378

6,235

68,714

% Change

19%

(5%)

Total expenses were up 2% to $70.1 million. The Company experienced wage pressure during the year, with the demand
for key talent such as software engineers intensifying. The increase in wage costs has mostly been offset with a reduction
in staff numbers over the course of the year. Total staff numbers finished the year at 202 (2021: 240).

Integrated Research and its controlled entities Annual Report 2022Gross spending on research and development expenditure represented 38% of total revenue (2021: 27%):

In thousands of AUD

Gross research and development spending

Capitalisation of development expenses

Amortisation of capitalised expenses

Net research and development expenses

Gross spend as a % of revenue

Shareholder returns
Returns to shareholders were as follows:

Net profit ($’000)

Basic EPS

Dividends per share

Dividend franking percentage

Return on equity

2022

23,847

(11,499)

10,419

22,767

38%

2022

$1,545

0.90c

Nil

N/A

Financial position
The following table presents key items from the consolidated statement of financial position:

In thousands of AUD

Assets

Cash and cash equivalents (current)

Trade and other receivables (current and non-current)

Intangible assets (non-current)

Liabilities

Borrowings (non-current)

Deferred Revenue

Equity

2021

% Change

21,255

(11,985)

9,831

19,101

27%

2021

$7,935

4.61c

Nil

N/A

10%

12%

(4%)

19%

2020

$24,054

14.00c

7.25c

100%

29%

2022

2021

12,329

68,807

31,309

12,149

79,511

29,962

14,625

6,658

16,387

87,113

83,342

The Company’s end of year net cash position was $12.3 million (June 2021: $5.5 million), with no borrowings
(June 2021: $6.7 million).

The decrease in trade receivables and deferred revenue is the result of lower sales during the year.

The growth in intangible assets represents the investment in the Company’s next generation Prognosis Cloud platform
and related cloud-based products. Capitalised platform costs are being amortised over a five-year period; the
cloud-based products are being amortised over a three-year period.

The consolidated statement of financial position presented at page 45 together with the accompanying notes provides
further details.

Integrated Research and its controlled entities Annual Report 2022Directors’ reportStrategy and
Priorities

Our long-term growth
strategy remains
unchanged. Innovation,
Execution, Scale
will remain our core
objectives as we look to
the future.

We anticipate that the trends
that we are seeing across the
Collaboration and Transactions
spaces bode well for IR. ‘Specialised
tools’ for unified communications
cloud-based environments are
projected to grow at over 20%
CAGR by 20251. Likewise, global
non-cash transaction volumes are
also anticipated to grow strongly at
18.6% CAGR out to 20252.

At IR, 2022 and 2021 have been
transformative years amidst rapidly
evolving and at times uncertain
market conditions. We made
progress as a SaaS provider and
launched 5 new products in 2022.
Innovation was and will continue to
be a key focus.

2023 will no longer be a year of scale
for us but a necessary extension
of executing our strategy. A core
focus of 2023 will be repairing
our previously strong key business
fundamentals. We will do this while
keeping an eye on our cash balance,
with the intention of driving the
business forward in a sustainable
way. And we have strengthened our
foundation in this regard - launched

new products and re-aligned
key personnel to improve on our
execution. These foundational
investments will position us well
for business transformation, as we
experienced when the market first
transitioned to Voice Over Internet
Protocol (VOIP).

Our balance sheet has improved,
with no debt and a healthy
cash balance.

It is anticipated that the Company
will exit 2023 in better shape with
a strengthening balance sheet,
increasing product recognition,
and capabilities that will facilitate
scale in 2024 and beyond.
Over the longer-term, turnaround
in sales performance and growth in
cashflows will deliver both returns to
shareholders and further investment
in innovation.

During 2023 our key priorities
will include:

• Returning the Americas and

Europe to growth

•

Increasing new product adoption
and traction

• High customer retention and
ongoing managed migration
to cloud

• Launch of generation II products -
building on the new SaaS products
launched in 2022

• Retaining a strong balance sheet

IR derived projection referencing Gartner “Market Guide for UCaaS Monitoring”
February 2020 & Gartner Analyst Conversations for Market Segmentation Data.

2 Capgemini Financial Services Analysis, 2021

Integrated Research and its controlled entities Annual Report 2022Directors

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

John Ruthven
B.Ed, MAICD

Managing Director and
Chief Executive Officer

Peter was appointed Director
in July 2010 and elected Chairman
in March 2021. He has over 40 years’
experience on computing technology,
having worked for both computer
hardware and software providers.
For the past 35 years, Peter has been
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. Peter’s current term will
expire no later than the close of the
2022 Annual General Meeting.

Listed company Directorships held in
the past three years other than listed
above: FGO and ID8

John joined IR in July 2019 as the
Company’s Chief Executive Officer
and was appointed as Director
in September 2019. Mr Ruthven is an
internationally experienced software
industry executive respected for his
strategic approach and operational
expertise across global enterprises.
Mr Ruthven has over 20 years’
experience working in the technology
industry with a proven track record
of leadership and delivering strong
profitable growth.

Most recently, Mr Ruthven was the
Operating Officer - Global Sales at
TechnologyOne. Prior to that he was
President & Managing Director ANZ
of SAP, SVP International Sales at
Zuora Inc, and held various senior
positions at CA Technologies and
Computer Associates Inc. John has
extensive international experience
in the USA, Europe and Asia
Pacific regions.

Listed company Directorships held
in the past three years other than
listed above: None.

Cathy Aston
B.Ec, M. Comm, SF Fin, GAICD

Independent
Non‑Executive Director

Cathy was appointed a Director
in April 2022. She is a seasoned
professional with over 25 years’
experience across diverse sectors
which include technology,
financial services, superannuation,
government, marketing services
and digital business. Cathy also has
senior executive experience with
entities in Australia and Asia Pacific
region. Ms. Aston is currently a
non-executive director of IVE Group,
Macquarie Investment Management
and IMB Bank and was previously
a non-executive director of Virtus
Health (ASX:VRT), Over The Wire
Holdings (ASX:OTW), Southern
Phone and the Financial Institute
of Australasia (FINSIA). In addition,
Ms. Aston has experience as Chair of
Audit & Risk Committees for several
local and overseas organisations.
Cathy previously worked in the
telecommunications Industry and had
roles with Telstra Corporation, Telstra
International (Hong Kong and New
Delhi) and Mobitel Private Limited
(Sri Lanka). Cathy’s current term will
expire no later than the close of the
2022 Annual General Meeting.

Cathy is currently Chair of Integrated
Research’s Audit & Risk Committee.

Listed company Directorships held
in the past three years other than
listed above: None.

Integrated Research and its controlled entities Annual Report 2022Directors’ reportAllan Brackin
BAppSc

Independent
Non‑Executive Director

Anne Myers
MBA, FAICD

Independent
Non‑Executive Director

Allan was appointed a Director
in February 2021. He is a seasoned
non-executive Director with
entrepreneurial flair and over
35 years’ experience in the
technology sector. He has a proven
track record as a business builder
and advisor, with experience
in business strategy, sales and
marketing, process re-engineering,
change management, financial
management, M&A activity and
governance. Allan is the former
founder and CEO of AAG Technology
Services, CEO and Managing Director
of Volante Group Ltd, previously
Chair of RPM Global Ltd, Chair of
Opticomm Ltd, Chair of GBST Ltd,
Chair of Sensera Limited and is
currently a Non-Executive Director of
ASX listed Sovereign Cloud Holdings
Limited and 3P Learning Limited.
Mr. Brackin has also worked with
companies in the private sector
and several not-for-profits in the
capacities of Chair, Advisory Board
member and/or Non-Executive
Director. Allan’s current term will
expire no later than the close of the
2024 Annual General Meeting.

Anne was appointed a Director
in July 2018. Ms. Myers has worked in
the finance and technology industry
for over 30 years with experience
in business strategy, technology,
digital innovation and operational
functions. Anne is the former Chief
Operating Officer and CIO of ING
Direct Australia and has also acted in
executive technology and business
roles for QBE, Macquarie Bank and
St George Bank. She is currently
a Director of both Defence Bank
Limited and United Way Australia
Limited and has previously been a
Council Member of the University
of New England. Ms. Myers has also
worked in the not-for-profit sector
as CEO of United Way Australia,
and was a member of the Industry
Advisory Network for the University of
Technology. Anne’s current term will
expire no later than the close of the
2023 Annual General Meeting.

Anne is currently Chair of Integrated
Research’s Technology & Innovation
Committee. During part of 2022, Anne
was Chair of Integrated Research’s
Audit & Risk Committee.

Allan is currently Chair of Integrated
Research’s Nomination &
Remuneration Committee.

Listed company Directorships held
in the past three years other than
listed above: None.

James Scott
BEng Hons, GAICD, FIEAust
CPEng EngExec

Independent Non‑Executive Director

James was appointed a Director
in May 2021. He is a seasoned
professional with over 26 years’
experience in media and technology
sector with industry and advisory
businesses at a local and
international level. Mr. Scott is
currently an operational advisor to
private equity firm, Liverpool Partners,
a non-executive director of Boom
Logistics (ASX:BOL), non-executive
director of Orbx Pty Ltd, Chair of
MerchantWise Group Pty Ltd, Chair
of Seisma Pty Ltd and was previously
non-executive Chair of data &
analytics business, Skyfii (ASX:SKF).
James was previously Managing
Director of Accenture Digital,
a Partner in KPMG’s Advisory division
and was the Chief Operating Officer
of Seven Group Holdings (ASX:SVW).
Mr. Scott was a founder and director
of Imagine Broadband Limited and
was a Director of WesTrac and Coates
Hire during his time with Seven Group
Holdings. James’s current term will
expire no later than the close of the
2024 Annual General Meeting.

Listed company Directorships held
in the past three years other than
listed above: None.

Integrated Research and its controlled entities Annual Report 2022Officers of the Company

Company Secretary

David Purdue
BEc, MBA, Grad Dip CSP, FCA, FGIA, FCG, GAICD

David was appointed Company Secretary in July 2012. David was also the Company’s
Global Commercial Manager until his retirement in July 2016. Prior to this, David spent
three years at Integrated Research’s Colorado office to manage the Americas finance
operations. David is a Chartered Accountant and Chartered Secretary with over
30 years’ experience in both professional practice and industry.

General Counsel and Company Secretary

Will Witherow
B.A., J.D.

Will joined IR in July 2017, based in the company’s Denver Colorado office. Mr. Witherow
was promoted to Head of Legal and Compliance in 2019 and subsequently relocated to
IR’s head office in Sydney, overseeing the provision of legal services for the company’s
global operations and serving as IR’s Data Privacy Officer. Will was appointed IR’s
General Counsel and Company Secretary in April 2022. Will is a qualified lawyer, holding
a B.A. in Political Science and International Relations, and a J.D. in Law, along with being
a Certified Information Privacy Professional through the International Association of
Privacy Professionals. Prior to joining IR, Will gained experience in the software industry
with global organizations, including Oracle and Deloitte.

Chief Financial Officer

Peter Adams
BCom, CA

Peter joined IR in March 2008 and is responsible for overseeing the Company’s finance
and administration, including regulatory compliance and investor relations. Peter
is a Chartered Accountant with over 25 years experience. He has held a number of
senior accounting and finance roles, including seven years as CFO with Infomedia
(an ASX-listed technology company), six years with Renison Goldfields (ex ASX top 100
Resources Company) and two years with Transfield Pty Ltd. Peter’s career began with
Arthur Andersen, where he was responsible for managing large audit clients.

Resigning Directors during the year

Garry Dinnie
BCom, FCA, FAICD, FAIM

Independent Non‑Executive Director

Garry resigned as a Director in October 2021. Garry served on the Board for 8 1/2 years and was Chair of the Audit & Risk
Committee and Chair of the Nomination & Remuneration Committee during that time.

Integrated Research and its controlled entities Annual Report 2022Directors’ reportResults

The net profit of the consolidated entity for the 12 months ended 30 June 2022 after income tax expense was $1.5 million.

Dividends

There were no dividends paid or declared by the Company since the end of the previous financial year.

Events subsequent to reporting date

There has 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.

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 16 to 17.
Details of the company secretary and his qualifications are set out on page 18.

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.

Integrated Research and its controlled entities Annual Report 2022Directors’ meetings

The numbers of meetings of the Company’s board of Directors and of each board committee held during the year ended
30 June 2022, and the numbers of meetings attended by each Director were:

Board Meetings

Audit & Risk
Committee
Meetings

Nomination &
Remuneration
Committee Meetings

Technology &
Innovation
Meetings

Peter Lloyd

John Ruthven

Cathy Aston
(from April 2022)

Allan Brackin

Garry Dinnie
(until October 2021)

Anne Myers

James Scott

A. Number of meetings attended.

B. Number of meetings held during the time the Directors held office or was 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.

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

51,263

20,000

150,000

14,000

21,500

24,588

Total

51,263

Number of
options

Number of
rights

20,000

655,809

247,806

150,000

14,000

21,500

24,588

Peter Lloyd

John Ruthven

Cathy Aston

Allan Brackin

Garry Dinnie
(until October 2021)1

Anne Myers

James Scott

1 Holding based on last day as Director

Integrated Research and its controlled entities Annual Report 2022Directors’ reportShare 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 options 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:

Directors

John Ruthven

Executive Officers

Peter Adams

Number of
options granted

Performance
hurdle

Exercise price

Expiry date

655,809

220,960

$1.98

Aug 2026

$1.98

Aug 2026

The options were granted under the Integrated Research Performance Rights and Option Plan (established November 2011).

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

Aug 2022

Aug 2023

Sep 2024

Aug 2026

Total performance rights and options

Exercise price

Nil

$1.98

Number of
shares

247,108

1,050,134

123,230

1,368,292

2,788,764

Performance rights and options do not entitle the holder to participate in any share issue of the Company or any other
body corporate.

Integrated Research and its controlled entities Annual Report 2022Indemnification
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 23 to 33.

Corporate
governance

A statement describing the
Company’s main corporate
governance practices in place
throughout the financial year is on
pages 35 to 41.

Non‑audit
services

During the year Ernst and Young, the
Company’s auditor, has performed
certain other services in addition to
their statutory duties.

The board has considered the
non-audit services provided during
the year by the auditor and in
accordance with written advice
provided by resolution of the Audit
& Risk Committee, is satisfied that
the provision of those non-audit
services during the year by the
auditor is compatible with, and
did not compromise, the auditor
independence requirements of
the Corporations Act 2001 for the
following reasons:

• All non-audit services were subject

to the corporate governance
procedures adopted by the

Company and have been reviewed
by the Audit & Risk Committee
to ensure they do not impact the
integrity and objectivity of the
auditor, and

• The non-audit services provided
do not undermine the general
principles relating to auditor
independence as set out
in Professional Statement
F1 Professional independence,
as they did not involve reviewing
or auditing the auditor’s own
work, acting in a management or
decision-making capacity for the
Company, acting as an advocate
for the Company or jointly sharing
risks and rewards.

A copy of the auditors’ independence
declaration as required under
Section 307C of the Corporations Act
is on page 86 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
2016/191 and in accordance with
that Class order, amounts in the
Financial Statements 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.

Peter Lloyd
Chairman

John Ruthven
Managing Director and
Chief Executive Officer

Dated at North Sydney this 18th day of August 2022

Integrated Research and its controlled entities Annual Report 2022Directors’ reportRemuneration Report
(audited)

Strategic priorities and link to remuneration
objectives

The Company’s remuneration strategy and remuneration framework are aligned with the Company’s business strategy.
Our remuneration framework is underpinned by our strategy to:

• Drive innovation and research and development activities on new platforms, particularly cloud-related platforms;

• Focus on growing and consolidating our footprint in key geographical markets; and

• Build strong and lasting alliances

The remuneration structures of the Company are designed to attract suitably qualified candidates, reward the
achievement of strategic objectives, and achieve the broader outcome of creating strong value and returns to
shareholders. These remuneration structures are competitively set based on the remuneration principles including:

• Attract and retain top talented Key Management Personnel (“KMP”)

• Alignment between remuneration reward with business strategy and driving shareholders’ value/return

• Structure that is flexible in adapting to a changing environment

• Fair and equitable remuneration framework

Relationship between remuneration and
Company performance

In considering the Company’s performance and benefits for shareholder wealth, the Nomination and Remuneration
Committee (the “Committee”) has regard to the following indices in respect of the current financial year and the previous
three financial years:

Three‑year selected financial indices of the Company

Total contract value ($’000)

Net cashflow before financing activities ($'000)

Net profit after tax (NPAT) ($’000)

Dividends paid ($’000)

Closing share price

Change in share price

Reported NPAT (decline)/growth %

Executive KMP remuneration (decline)/growth %

2022

56,650

7,191

1,545

$0.42

($1.53)

(81%)

(13%)

2021

75,061

10,274

7,935

6,447

$1.95

($1.90)

(67%)

(19%)

2020

99,891

9,940

24,054

12,460

$3.85

$0.55

10%

Integrated Research and its controlled entities Annual Report 2022
Total contract value vs Executive KMP remuneration

Net cashflow before financial activites
vs Executive KMP remuneration

1200,000

100,000

80,000

60,000

40,000

20,000

2,400

2,200

2,000

1,800

1,600

1,400

1,200

1,000

12,000

10,000

8,000

6,000

4,000

2,000

2,500

2,000

1,500

1,000

2020

2021

2022

2020

2021

2022

Total contract value ($’000)

Total Remuneration per executive KMP ($'000)

Net cashflow before financing activities ($'000)

Total Remuneration per executive KMP ($'000)

Two of the financial indices shown in the table above are Total Contract Value (TCV) and Cashflow. The Committee
considers these two financial performance metrics as Key Performance Indicators (KPIs) in setting the STI element of the
KMP remuneration package. Previous metrics utilised by the Committee were licence fees and NPAT.

The above charts show that the Executive KMP’s remuneration framework has decreased in the current year which is
aligned with overall Company performance. The Committee considers that the above performance-linked structure is
generating the desired outcomes.

2. 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:

2.1. Executive KMP
As of the current year, the Committee assessed the Executive KMP to include the following executive roles.

Executive KMP

Role

Appointed

John Ruthven

Chief Executive Officer and Managing Director

July 2019 as Chief Executive Officer
September 2019 as Managing Director

Peter Adams

Chief Financial Officer

March 2008

2.2.

Independent Non‑Executive Directors

Directors

Role

Appointed

Peter Lloyd

Independent Non-Executive Director and Chairman Director from July 2010

Chairman from March 2021

Cathy Aston

Independent Non-Executive Director

Allan Brackin

Independent Non-Executive Director

April 2022

February 2021

Garry Dinnie

Independent Non-Executive Director

February 2013 (resigned October 2021)

Anne Myers

Independent Non-Executive Director

James Scott

Independent Non-Executive Director

July 2018

May 2021

Integrated Research and its controlled entities Annual Report 2022Remuneration report (audited)3. Executive remuneration

3.1. Remuneration framework
The remuneration framework set out below considers the capability and experience of the KMP, their ability to control
business performance, and the Company’s performance.

Fixed remuneration

Short‑term incentive (STI)

Long‑term incentive (LTI)

Description of
components

Base salary plus
superannuation and any
fringe benefits such as
motor vehicle parking.

The STI is an “at risk” bonus
provided in the form of cash.

Objectives

To ensure that KMP
remuneration is
competitive in the
marketplace.

The measures are chosen
as they directly align the
individual KMP’s reward to the
KPIs of the Company and to its
strategy and performance.

KPIs

N/A

The KPIs vary with position and
responsibility and are aligned
with each respective year’s
budget. Financial KPIs include:

• TCV

• Cashflow

In addition to the above,
non-financial KPIs exist and
vary with the KMP position.
Refer to section 3.2 for
further details.

The LTI is provided as either
options or performance rights
over ordinary shares of the
Company under the rules
of the Integrated Research
Performance Rights and
Option Plan ("IRPROP").

The IRPROP enables Company
to offer performance rights or
options to eligible employees to
obtain Company's shares upon
meeting certain performance
conditions that reflect long-term
performance of the Company.

Options with an undiscounted
exercise price was considered
the most appropriate
performance hurdle given
its intrinsic link to creating
shareholder wealth.

Performance
period

N/A

Annual

Alignment to
strategy

Fixed remuneration
is set to ensure the
KMP's remuneration
is competitive in the
marketplace to attract
and retain KMP with
the necessary skills and
experience. Remuneration
levels are reviewed annually
through a process that
considers individual and
overall performance of
the Company.

Executive KMP are rewarded
for delivering the Company's
financial performance
based on based on TCV
and net cashflow before
financing activities.

Executive KMP are also set
appropriate non-financial
KPIs with appropriate stretch
goals. KPIs are aligned to
strategic goals and creation of
shareholder value.

3 years service condition for share
options and performance rights

The ability of Executive KMP
to exercise either options or
performance rights is conditional
on the Company achieving
performance hurdles over
the vesting period. This sets
a link between the long-term
performance of the Company
and shareholder value.

Integrated Research and its controlled entities Annual Report 20223.2. Short‑term incentives
The Committee is responsible for setting the KPIs for the Chief Executive Officer (CEO), and for approving the KPIs for
the other Executive KMP who report to the CEO. The KPIs generally include measures relating to the Company and the
individual, and include financial, people, customer and strategy. The measures are chosen as they directly align the
individual KMP’s reward to the KPIs of the Company and its strategy and performance. At the end of the financial year,
the Committee assesses the actual performance of the CEO against the KPIs set at the beginning of the financial year.
A percentage of the predetermined maximum amounts for each KPI is awarded depending on results. The Committee
recommends the cash incentive to be paid to the CEO for approval by the board. The maximum stretch overperformance
for each KMP is limited to 125%. In order to achieve over-performance of a particular KPI, a minimum of 85% of the TCV
target must be achieved.

CEO and Managing Director KPIs and 2022 performance outcome

Performance metrics

Payment eligibility criteria

Financial (80% weighting)

Total contract value

Sliding scale based on meeting or exceeding certain target threshold

Cashflow

Sliding scale based on meeting or exceeding certain target threshold

Financial goal achievement

Non‑financial (20% weighting)

Employee engagement

Sliding scale based on meeting or exceeding certain target threshold

Customer NPS

Sliding scale based on meeting or exceeding certain target threshold

Non-Financial goal
achievement

Total achievement

CFO KPIs and 2022 performance outcome

Performance metrics

Payment eligibility criteria

Financial (70% weighting)

Total contract value

Sliding scale based on meeting or exceeding certain target threshold

Cashflow

Sliding scale based on meeting or exceeding certain target threshold

Financial goal achievement

Non‑Financial (30% weighting)

Reporting

Sliding scale based on meeting or exceeding certain target threshold

Employee engagement

Sliding scale based on meeting or exceeding certain target threshold

Customer NPS

Sliding scale based on meeting or exceeding certain target threshold

Non-Financial goal achievement

Total achievement

2022
performance
outcome/payout

30%

12%

42%

2022
performance
outcome/payout

35%

24%

59%

Integrated Research and its controlled entities Annual Report 2022Remuneration report (audited)3.3. Long‑term incentive (LTI)
LTI remuneration at the Company is made up of performance rights and options under the IRPROP, which is made up of
service conditions and varying performance conditions by KMP.

Feature

Value

Entitlement

Description

The value of the LTIs issued each year is typically set at 15% to 30% of total remuneration. It is
determined each year in accordance with the IRPROP at the absolute discretion of the Board.

Performance rights: Each LTI entitles the performance rights to one Company share in the
future, which will be exercised within the period specified by the Board in the Invitation Letter,
for no consideration.

Options: Each LTI entitles the option holder to one Company share in the future, which will be
exercised within the period specified by the Board in the Invitation Letter, for cash consideration
of the strike price.

Performance
period

The performance period of the LTIs is three years, starting from the grant date to a specific
vesting date. Each KPI is assessed annually and at the end of the three-year performance period.

Annual performance rights are offered with performance measures as referenced below.
From time to time performance rights are offered with a service only condition that may be
required in particular circumstances. Performance rights with service only conditions were offered
to the CFO upon his conclusion as Interim CEO. Performance rights with service only conditions
were offered to the CEO upon his commencement with the Company.

In relation to the CEO's and CFO's LTI granted in 2022, the performance measure is effectively
measured against the strike price of the options granted, being $1.98 for each option.

3.4. Detail of executive remuneration and service conditions

Features

Fixed Remuneration

Short Term Incentive

Contract term

CEO and Managing Director

CFO

$583,000

$265,000

$365,000

$125,000

No specified end date

Termination notice by Individual/Company

6 months

3 months

Employment termination

All unvested LTIs are forfeited

Integrated Research and its controlled entities Annual Report 20224. Non‑executive Director remuneration

Board and Committee Structure

4.1.
The Board and Committees are structured as follows:

Director

Board

Audit & Risk
Committee

Nomination &
Remuneration
Committee

Technology
& Innovation
Committee

Peter Lloyd

 (Chair)



Cathy Aston

Allan Brackin

Anne Myers

James Scott



 (Chair)



 (Chair)



 (Chair)



Non-Executive &
Independent Directors

Executive Director

John Ruthven

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.

Non‑executive Director fees

Board/Committee

Board

Audit & Risk Committee

Position

Fee for a Member

Fee for role as Chair

Nomination & Remuneration Committee

Fee for role as Chair

Technology & Innovation Committee

Fee for role as Chair

Total fees for Non‑executive Directors

Per Position

$90,000

$10,000

Aggregate

$450,000

$90,000

$10,000

$570,000

Integrated Research and its controlled entities Annual Report 2022Remuneration report (audited)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

For the
year ended
30 June 2022
(in AUD)

Salary &
fees
$

Non‑
cash
Benefits
$

Super‑
annuation
Contribution
$

Long
service
leave
$

Bonus
$

Share‑
based
payments

Value of

Other
compensation

Proportion of
remuneration

instuments1
$

Termination
Benefit
$

Total
$

Performance‑
related

Value
of
rights

Executive
KMP

Peter Adams

341,432

73,750

Directors

Executive

John Ruthven

559,432 111,300

Non‑executive

Peter Lloyd

193,530

Cathy Aston

19,481

Allan Brackin

90,909

Garry Dinnie

30,303

Anne Myers

James Scott

94,593

81,818

Total
compensation

1,411,498 185,050

23,568

7,315

134,320

580,385

13% 23%

23,568 11,576

332,175

1,038,051

11% 32%

19,353

1,948

9,091

3,030

9,459

8,182

212,883

21,429

100,000

33,333

104,052

90,000

98,199 18,891

466,495

- 2,180,133

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) Peter Lloyd received $17,117 for agreeing to be Chair of the Board in 2021 with a further $32,883 paid in 2022. No other Director appointed during the year

received a payment for agreeing to hold the position.

Integrated Research and its controlled entities Annual Report 2022
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

Salary &
fees
$

Bonus
$

Non‑
cash
Benefits
$

Super‑
annuation
Contribution
$

Long
service
leave
$

Value of
rights1
$

Termination
Benefit
$

Total
$

Performance‑
related

Value
of
rights

For the
year ended
30 June 2021
(in AUD)

Executive KMP

Peter Adams

328,306 72,000

Matt Glasner3

453,306 12,500

Directors

Executive

John Ruthven

528,306 93,750

Non‑executive

Peter Lloyd

127,469

Allan Brackin

Garry Dinnie

Anne Myers

James Scott

35,769

98,935

83,714

11,170

Paul Brandling4

123,288

Nick
Abrahams5

Total
compensation

33,055

1,823,318 178,250

21,694

7,036

160,902

- 589,938

12% 27%

21,694 (7,986)

(56,506)

237,500 660,508

2% (9%)

21,694 10,733

187,095

1 2 ,1 1 0

3,398

9,399

7,953

1,061

11,712

3,140

841,578

11% 22%

139,579

39,167

108,334

91,667

12,231

135,000

36,195

113,855

9,783

291,491

237,500 2,654,197

1) The estimated value of performance rights is calculated at the date of grant using either the Black Scholes or Monte Carlo methodology.

2) Peter Lloyd received $17,117 for agreeing to be Chair of the Board in 2021 with a further $32,883 payable in 2022. No other Director appointed during the

year received a payment for agreeing to hold the position.

3) Resigned June 2021

4) Retired March 2021

5) Resigned November 2020

6. Actual remuneration received ‑ Executive KMP

The table below reflects the actual remuneration received by the Executive KMP for the financial year ended 30 June 2022.
The values presented below may differ from the statutory remuneration disclosed in section 5. 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.

Short term

For the
year ended
30 June 2022
(in AUD)

Salary &
fees
$

Bonus1
$

Non‑cash
Benefits
$

Post‑
employment

Super‑
annuation
Contribution
$

John Ruthven

559,432

111,300

Peter Adams

341,432

73,750

23,568

Long
term

Long
service
leave
$

Other
compensation

LTI

Value of
rights2
$

93,571

Termination
Benefit
$

Total
$

694,300

532,321

Notes

1. Bonus received or receivable for the financial year ended 30 June 2022.

2. Value of the rights is calculated based on the fair value of the vested rights at the vesting date.

Integrated Research and its controlled entities Annual Report 2022Remuneration report (audited)7. Additional statutory disclosures

Equity Instruments

7.1
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). No performance rights or options have been granted to named
executives either during or since the end of the financial year. Performance rights and options granted as compensation
are listed in the table below.

7.2

Analysis of performance rights and options over equity instruments granted
as compensation

Rights granted

Value yet to vest or
value vested ($)

Fair value
per share
($)

Percent
vested in
year

Percent
forfeited
in year
(A)

Financial
year in
which
grant
expires

2.87

1.07

1.51

1.80

2.27

2.29

2.48

2.80

0.37

100%

2023

2024

2022

2023

2026

Number

Date

106,707

4 5,731

Nov-19

31,789

Nov-20

31,789

Nov-20

31,790

Nov-20

22,000

67,9 8 8

Sep-18

Jan-19

40,000

Aug-19

2 7, 5 1 5

Sep-19

655,809

220,960

Nov-21

Min
(B)

Max
(C)

nil

305,7 1 5

1 3 1 ,019

33,982

47,874

57,222

49,823

1 5 5 ,4 1 8

99,200

77,097

nil

245,273

82,639

Performance Rights

John Ruthven

Peter Adams

Options

John Ruthven

Peter Adams

Notes:

(A) The percentage forfeited in the year represents the reduction from the maximum number of performance rights or options available to vest due to

the performance hurdles not being achieved or due to the resignation of the executive.

(B) The minimum value of performance rights or options yet to vest is $nil as the executives may not achieve the required performance hurdles or may

terminate their employment prior to vesting.

(C) The maximum values presented above are based on the values calculated using the Black Scholes, Binomial or Monte Carlo methodology as applied

in estimating the value of performance rights and options for employee benefit expense purposes.

Integrated Research and its controlled entities Annual Report 20227.3

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 2022

Held at
1 July 2021

Granted as
compensation

Exercised

Other
changes

Performance Rights

Peter Adams

John Ruthven

157,503

247,806

Options

Peter Adams

John Ruthven

220,960

655,809

(89,988)

Held at
30 June
2022

Vested
during the
year

Vested and
exercised
at 30 June
2022

67,515

89,988

247,806

220,960

655,809

Held at
30 June
2021

Vested
during the
year

Vested and
exercised
at 30 June
2021

157,503

60,000

For the year ended
30 June 2021

Performance Rights

Peter Adams

John Ruthven

Matt Glasner

Held at
1 July
2020

21 7,503

152,438

66,8 1 1

Granted as
compensation

Exercised

Other
changes

(60,000)

95,368

247,806

(66,811)

Performance rights and options expire on the earlier of their expiry date or termination of the individual’s employment.

7.4 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 2022

Held at
1 July 2021

Purchases

Executive KMP

Peter Adams

Directors

Executive

John Ruthven

Non‑executive

Peter Lloyd

Cathy Aston

Allan Brackin

Anne Myers

James Scott

Garry Dinnie1

1 5 ,000

20,000

27,000

24,263

50,000

100,000

1 7,000

1 4 ,000

4,500

24,588

Received on
exercise of
performance
rights

89,988

Other
changes

Sales

Held at
30 June
2022

(34,988)

70,000

20,000

51,263

150,000

21,500

24,588

14,000

1 ‘Held 30 June 2022’ value represents holding on last day as Key Management Personnel

Integrated Research and its controlled entities Annual Report 2022Remuneration report (audited)For the year ended
30 June 2021

Held at
1 July 2020

Purchases

Received on
exercise of
performance
rights

Other
changes

Sales

Held at
30 June
2021

Executive KMP

Peter Adams

Directors

Executive

John Ruthven

Non‑executive

Peter Lloyd

Allan Brackin

Garry Dinnie

Anne Myers

Paul Brandling1

Nick Abrahams1

10,000

14,900

60,000

20,000

27,000

50,000

9,000

39,338

13,446

5,000

8,000

4,464

(69,900)

15,000

20,000

27,000

50,000

14,000

1 7,000

43,802

1 3 ,446

Shareholdings at the date of the Directors’ Report for existing Key Management Personnel remain unchanged.

7.5 Other Transactions with KMP
Apart from the details disclosed in this note, no Director has entered into a material contract with the Company since the
end of the previous financial year and there were no material contracts involving Directors’ interests existing at year end.
There were no other transactions between the KMP, or their personally related entities, and the Company.

8. About this report

Basis for preparation of 2022 remuneration report

8.1
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.

8.2 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 carrying out its duties, the Committee
can engage external advisors who are independent of management.

Integrated Research and its controlled entities Annual Report 20223434

Integrated Research and its controlled entities
Annual Report 2022

Integrated Research and its controlled entities Annual Report 2022Corporate governance statementCorporate
governance
statement

Contents

36 Board of Directors and its committees
39 Risk management
40 Ethical standards
41 Communication with shareholders

Integrated Research and its controlled entities
Annual Report 2022

35
35

Integrated Research and its controlled entities Annual Report 2022This statement outlines
the main corporate
governance practices
that were in place
throughout the financial
year, which comply
with the ASX Corporate
Governance Council
recommendations,
unless otherwise stated.

Board of
Directors and
its committees

Role of the board
The board’s primary role is the
protection and enhancement of
long-term shareholder value.

To fulfil this role, the board is
responsible for the overall corporate
governance of the consolidated
entity including evaluating and
approving its strategic direction,
approving and monitoring capital
expenditure, setting remuneration,
appointing, removing and creating
succession policies for Directors
and senior executives, establishing
and monitoring the achievement of
management goals and assessing
the integrity of internal control and
management information systems.
It is also responsible for approving
and monitoring financial and
other reporting.

Board process
To assist in the execution of its
responsibilities, the Board has
established a number of board
committees including a Nomination
and Remuneration Committee,
an Audit and Risk Committee
and a Technology & Innovation
Committee. These committees have
written mandates and operating
procedures, which are reviewed on
a regular basis. The board has also
established a framework for the
management of the consolidated
entity including board-endorsed
policies, a system of internal control,
a business risk management process
and the establishment of appropriate
ethical standards.

The full board currently holds twelve
scheduled meetings each year and
any extraordinary meetings at such
other times as may be necessary to
address any specific matters that
may arise.

The agenda for its meetings is
prepared in conjunction with the
chairman, chief executive officer
and company secretary. Standing
items include strategic matters
for discussion, the CEO’s report,
financial reports, key performance
indicator reports and presentations
by key executives and external
industry experts. Board papers are
circulated in advance. Directors have
other opportunities, including visits to
operations, for contact with a wider
group of employees.

Director education
The consolidated entity follows
an induction process to educate
new Directors about the nature of
the business, current issues, the
corporate strategy and expectations
of the consolidated entity
concerning performance of Directors.
In addition executives make regular
presentations to the board to ensure
its familiarity with operational
matters. Directors are expected to
access external continuing education
opportunities to update and enhance
their skills and knowledge.

Independent advice
and access to company
information
Each Director has the right of access
to all relevant company information
and to the company’s executives
and, subject to prior consultation
with the chairman, may seek
independent professional advice
from a suitably qualified adviser at
the Company’s expense. A copy of
the advice received by the Director is
made available to all other members
of the board.

Integrated Research and its controlled entities Annual Report 2022Corporate governance statementComposition of the board
The names of the Directors of the
company in office at the date of this
report are set out on pages 16 to 17 of
this report. Director profiles are also
provided on the company’s website:
www.ir.com.

The company’s constitution
provides for the board to consist of
between three and twelve members.
At 30 June 2022 the board members
were comprised as follows:

• Mr Peter Lloyd - Independent

Non-Executive Director (Chairman)

• Mr John Ruthven - Chief Executive
Officer and Managing Director

• Mr Allan Brackin - Independent

Non-Executive Director

• Ms Anne Myers - Independent

Non-Executive Director

• Mr James Scott - Independent

Non-Executive Director

• Ms Cathy Aston - Independent

Non-Executive Director (Appointed
14 April 2022)

At each Annual General Meeting
one-third of Directors, any Director
who has held office for three years
and any Director appointed by
Directors in the preceding year
must retire, then being eligible for
re-election. The CEO is not required
to retire by rotation.

The composition of the board is
reviewed on a regular basis to ensure
that the board has the appropriate
mix of expertise and experience.
When a vacancy exists, through
whatever cause, or where it is
considered that the board would
benefit from the services of a new

Director with particular skills, the
Nomination and Remuneration
Committee, in conjunction with
the board, determines the selection
criteria for the position based on
the skills deemed necessary for
the board to best carry out its
responsibilities. The committee then
selects a panel of candidates and
the board appoints the most suitable
candidate who must stand for
election at the next general meeting
of shareholders.

The Company Secretary is
accountable directly to the board,
through the chair, on all matters to
do with the proper functioning of
the board.

Nomination and
Remuneration
Committee
The Nomination and Remuneration
Committee has a documented
charter, approved by the board.
The Nomination and Remuneration
Committee is a committee of the
board of Directors and is empowered
by the board to assist it in fulfilling
its duties to shareholders and
other stakeholders. In general, the
committee has responsibility to: 1)
ensure the company has appropriate
remuneration policies designed to
meet the needs of the company
and to enhance corporate and
individual performance and 2)
review board performance, select
and recommend new Directors to
the board and implement actions
for the retirement and re-election
of Directors. The Nomination and
Remuneration Committee Charter
may be viewed on the company’s
website: www.ir.com.

Responsibilities
Regarding Remuneration
The Committee reviews and makes
recommendations to the board on:

• The appointment, remuneration,

performance objectives
and evaluation of the chief
executive officer.

• The remuneration packages for

senior executives.

• The Company’s recruitment,
retention and termination
policies and procedures for senior
executives.

• Executive remuneration and

incentive policies.

• Policies on employee incentive

plans, including equity
incentive plans.

• Superannuation arrangements.

• The remuneration framework and
policy for non-executive Directors.

• Remuneration levels are

competitively set to attract and
retain the most qualified and
experienced Directors and senior
executives. The Remuneration
Committee obtains independent
advice on the appropriateness
of remuneration packages,
given trends in comparative
companies and industry surveys.
Remuneration packages include
a mix of fixed remuneration,
performance-based remuneration
and equity-based remuneration.

Integrated Research and its controlled entities Annual Report 2022Responsibilities
Regarding Nomination
The Committee develops and makes
recommendations to the board on:

• The CEO and senior executive

succession planning.

• The range of skills, experience
and expertise needed on the
board and the identification of
the particular skills, experience
and expertise that will best
complement board effectiveness.

• A plan for identifying, reviewing,

assessing and enhancing Director
competencies.

• Board succession plans to

maintain a balance of skills,
experience and expertise on
the board.

• Evaluation of the

board’s performance.

• Appointment and removal

of Directors.

• Appropriate composition

of committees.

The terms and conditions of the
appointment of non-executive
Directors are set out in a letter of
appointment, including expectations
for attendance and preparation for
all board meetings, expected time
commitments, procedures when
dealing with conflicts of interest,
and the availability of independent
professional advice.

The performance review of the
Chief Executive Officer and the
board was undertaken in the
reporting period identifying both
strengths and development actions.
The performance review of other
senior management was conducted
by the Chief Executive Officer in the
reporting period.

The members of the Nomination and
Remuneration Committee during the
year were:

• Mr Allan Brackin - Independent
Non-Executive Director (Chair)

• Mr James Scott - Independent

Non-Executive Director

• Mr Garry Dinnie - Independent

Non-Executive Director (member
to 31 October 2021)

• Mr Peter Lloyd - Independent

Non-Executive Director (member
from 1 November 2021)

A matrix of skills and diversity
of the board as required by
the ASX corporate governance
recommendations is available on the
Company’s website at www.ir.com.

The Nomination and Remuneration
Committee meets at least twice a
year and as required. The Committee
met five times during the year
under review.

Audit and Risk
Committee
The Audit and Risk Committee has
a documented charter, approved by
the board. The charter states that
all members must be non-executive
Directors with a majority being
independent. The chairman may
not be the chairman of the board.
The committee advises on the
establishment and maintenance of
a framework of risk management
and internal control of the
consolidated entity.

The members of the Audit and Risk
Committee during the year were:

• Ms Cathy Aston - Independent
Non-Executive Director (Chair
from 14 April 2022)

• Ms Anne Myers - Independent

Non-Executive Director (Chair from
1 November 2021 to 13 April 2022)

• Mr Garry Dinnie - Independent

Non-Executive Director (Chair to
31 October 2021)

• Mr Peter Lloyd - Independent
Non-Executive Director (to
13 April 2022)

• Mr Allan Brackin - Independent
Non-Executive Director (from
14 April 2022)

During the year, the Audit and Risk
Committee provided the Board
with updates to the Company’s risk
management register (with the Board
approving this document).

The external auditor, Chief Executive
Officer and Chief Financial
Officer are invited to Audit and
Risk Committee meetings at
the discretion of the committee.
The committee met four times during
the year and committee members’
attendance record is disclosed in
the table of Directors’ meetings on
page 20.

The external auditor met with the
Audit and Risk Committee/Board four
times during the year, two of which
included time without the presence
of executive management. The Chief
Executive Officer and the Chief
Financial Officer declared in writing
to the board that the company’s
financial reports for the year
ended 30 June 2022 comply with
accounting standards and present
a true and fair view, in all material
respects, of the company’s financial
condition and operational results.

The main responsibilities of the Audit
and Risk Committee as set out in the
charter include:

• Serve as an independent

party to monitor the financial
reporting process and internal
control systems.

• Review the performance
and independence of the
external auditors and make
recommendations to the board
regarding the appointment or
termination of the auditors.

• Review the scope and cost of the
annual audit, negotiating and
recommending the fee for the
annual audit to the board.

• Review the external auditor’s

management letter and responses
by management.

• Provide an avenue of

communication between the
auditors, management and
the board.

Integrated Research and its controlled entities Annual Report 2022Corporate governance statement • Monitor compliance with all

financial statutory requirements
and regulations.

• Review financial reports and other
financial information distributed to
shareholders so that they provide
an accurate reflection of the
financial health of the company.

• Monitor corporate risk

management and assessment
processes, and the identification
and management of strategic and
operational risks.

• Enquire of the auditors of any

difficulties encountered during the
audit, including any restrictions
on the scope of their work, access
to information or changes to the
planned scope of the audit.

The Audit and Risk Committee
reviews the performance of the
external auditors on an annual basis
and normally meets with them during
the year as follows:

• To discuss the external audit

plans, identifying any significant
changes in structure, operations,
internal controls or accounting
policies likely to impact the
financial statements and to review
the fees proposed for the audit
work to be performed.

Prior to announcement of results:

• To review the half-year and
preliminary final report prior
to lodgement with the ASX,
and any significant adjustments
required as a result of the
auditor’s findings.

• To recommend the Board approval

of these documents.

• Review the results and findings
of the auditor, the adequacy
of accounting and financial
controls, and to monitor
the implementation of any
recommendations made.

To finalise half-year and
annual reporting:

• Review the draft financial report
and recommend board approval
of the financial report.

• As required, to organise, review

and report on any special
reviews or investigations deemed
necessary by the board.

Technology and
Innovation Committee
The Technology and Innovation
Committee has a documented
charter, approved by the board and
is responsible for reviewing strategy
and recommending strategies to the
board to enhance the company’s
long-term performance. The Board
appoints a member of the committee
to be chairman.

The members of the Technology and
Innovation Committee during the
year were:

• Ms Anne Myers - Independent
Non-Executive Director (Chair)

• Mr Peter Lloyd - Independent

Non-Executive Director

• Mr James Scott- Independent

Non-Executive Director

The Technology and Innovation
Committee is responsible for:

Risk
management

Under the Audit and Risk Charter,
the Audit and Risk Committee
reviews the status of business
risks to the consolidated
entity through integrated risk
management programs ensuring
risks are identified, assessed
and appropriately managed and
communicated to the board. The risk
framework is reviewed annually to
ensure risks are managed within
the risk appetite set by the Board.
Major business risks arise from such
matters as actions by competitors,
government policy changes and the
impact of exchange rate movements.
The Audit and Risk Committee
Charter may be viewed on the
company’s website: www.ir.com.

Comprehensive policies and
procedures are established such that:

• Capital expenditure above
a certain threshold requires
board approval.

•

Financial exposures are controlled,
including the use of derivative
instruments.

• Risks are identified and managed,
including internal audit, privacy,
insurances, business continuity
and compliance.

• Reviewing and assisting in defining

current strategy.

• Business transactions are properly

authorised and executed.

The Chief Executive Officer and
the Chief Financial Officer have
declared, in writing to the board
that the Company’s financial reports
are founded on a sound system
of risk management and internal
compliance and control which
implements the policies adopted
by the board.

• Assessing new strategic
opportunities, including
M&A proposals and intellectual
property developments
or acquisitions.

• Staying close to the business

challenges and monitor
operational implementation of
strategic plans.

• Endorsing strategy and business
cases for consideration by the
full board.

The Committee met three times
during the year under review.

Integrated Research and its controlled entities Annual Report 2022Internal control
framework
The board is responsible for the
overall internal control framework,
but recognises that no cost effective
internal control system will preclude
all errors and irregularities. The board
has instigated the following internal
control framework:

•

Financial reporting - Monthly
actual results are reported against
budgets approved by the Directors
and revised forecasts for the year
are prepared monthly.

• Continuous disclosure - Identify

matters that may have a
material effect on the price of the
Company’s securities, notify them
to the ASX and post them to the
Company’s website.

• Quality and integrity of personnel
- Formal appraisals are conducted
at least annually for all employees.

•

Investment appraisals - Guidelines
for capital expenditure include
annual budgets, detailed appraisal
and review procedures and levels
of authority.

Internal Audit
The Company does not have an
internal audit function but utilises
its financial resources as needed
to assist the board in ensuring
compliance with internal controls.

Material Exposure
to economic,
environmental and social
sustainability risks
Exposure to economic, environment
and social sustainability risks for the
Company are routinely examined
through the risk management
framework, overseen by the Audit
and Risk Committee. The Company
considers risk in the conduct of its

operations and outlines exposure to
specific economics and operating
risk in the notes to the financial
statements. With the exception of
the current pandemic, there was no
material exposure to environmental
or social sustainability risks during
the period.

Ethical
standards

All Directors, managers and
employees are expected to act with
the utmost integrity and objectivity,
striving at all times to enhance the
reputation and performance of the
consolidated entity. Every employee
has a nominated supervisor to whom
they may refer any issues arising
from their employment.

Conflict of interest
Each Director must keep the board
advised, on an ongoing basis, of any
interest that could potentially conflict
with those of the Company. Where
the board considers that a significant
conflict exists the Director concerned
does not receive the relevant board
papers and is not present at the
meeting whilst the item is considered.
The board has developed procedures
to assist Directors to disclose
potential conflicts of interest. Details
of Director related entity transactions
with the consolidated entity are
set out in Remuneration report
page 23 to 33.

Code of conduct
The consolidated entity has advised
each Director, manager and
employee that they must comply
with the code of conduct. The code
aligns behaviour of the board and
management with the code of
conduct by maintaining appropriate
core values and objectives. The Code
of Conduct may be viewed on the

Company’s website and includes:

• Responsibility to the community
and fellow employees to act
with honesty and integrity,
and without prejudice.

• Compliance with laws and

regulations in all areas where
the company operates, including
employment opportunity,
occupational health and safety,
trade practices, fair dealing,
privacy, drugs and alcohol, and
the environment.

• Dealing honestly with customers,

suppliers and consultants.

• Ensuring reports and other
information are accurate
and timely.

• Proper use of company resources,
avoidance of conflicts of interest
and use of confidential or
proprietary information.

Equal Employment
Opportunity
The Company has a policy on
Equal Employment Opportunity
with the provision that commits
to a workplace that is free of
discrimination of all types. It is
Company policy to hire, develop
and promote individuals solely on
the basis of merit and their ability
to perform without prejudice to
race, colour, creed, national origin,
religion, gender, age, disability,
sexual orientation, marital status,
membership or non-membership of
a trade union, status of employment
(whether full or part-time) or any
other factors prohibited by law.
The board is satisfied that the Equal
Employment Opportunity policy
is sufficient without the need to
further establish a separate policy
on gender diversity as required by
the ASX Corporate Governance
Council recommendation.

Integrated Research and its controlled entities Annual Report 2022Corporate governance statementTrading in company
securities by Directors
and employees
Directors and employees may acquire
shares in the company, but are
prohibited from dealing in company
shares whilst in possession of price
sensitive information, and except in
the periods:

•

From 24 hours to 56 days after
the release of the company’s
half-yearly results announcement.

From 24 hours to 56 days after
release of the company’s annual
results announcement.

• Directors must obtain the approval
of the Chairman of the board and
notify the Company Secretary
before they buy or sell shares in
the company, subject to board
veto. The company advises
the ASX of any transactions
conducted by Directors in shares
in the company. The Company’s
Trading in Securities policy may be
viewed on the Company’s website:
www.ir.com.

Participants in the Company’s
Performance Rights and Options
program are specifically prohibited
to hedge the exposure to the
Integrated Research share price
during the vesting period in respect
of the unvested performance rights
or options. For the purposes of this
policy, hedging includes the entry
into any transaction, arrangement or
financial product which operates to
limit the economic risk of a security
holding In the Company and includes
financial instruments such as equity
swaps and contracts for differences.

Communication
with shareholders

The board provides shareholders with
information using a comprehensive
continuous disclosure policy which
includes identifying matters that may
have a material effect on the price of
the company’s securities, notifying
them to the ASX, posting them on
the Company’s website (www.ir.com),
and issuing media releases.
Disclosures under this policy are in
addition to the periodic and other
disclosures required under the ASX
Listing Rules and the Corporations
Act. More details of the policy are
available on the Company’s website.

The Chief Executive Officer and
the Chief Financial Officer are
responsible for interpreting the
Company’s policy and where
necessary informing the board.
The Company Secretary is
responsible for all communication
with the ASX.

The board encourages full
participation of shareholders at the
Annual General Meeting to ensure
a high level of accountability and
identification with the consolidated
entity’s strategy and goals.
Important issues are presented to the
shareholders as single resolutions.
The external auditor is requested to
attend the Annual General Meetings
to answer any questions concerning
the audit and the content of the
auditor’s report.

The shareholders are requested
to vote on the appointment and
aggregate remuneration of Directors,
the granting of options and shares to
Directors, the Remuneration Report
and changes to the Constitution.
Copies of the Constitution are
available to any shareholder who
requests it.

Integrated Research and its controlled entities Annual Report 20224242

Integrated Research and its controlled entities
Annual Report 2022

Integrated Research and its controlled entities Annual Report 2022Financial statementsFinancials

Contents
44 Consolidated statement of comprehensive income
45 Consolidated statement of financial position
46 Consolidated statement of changes in equity
47 Consolidated statement of cash flows
48 Notes to the financial statements

48 Note 1: Significant accounting policies
56 Note 2: Segment reporting
57 Note 3: Revenue from contracts with customers
57 Note 4: Expenditure
58 Note 5: Other gains and (losses)
58 Note 6: Finance income
58 Note 7: Auditors’ remuneration
59 Note 8: Income tax
60 Note 9: Earnings per share
60 Note 10: Cash and cash equivalents
61 Note 11: Trade and other receivables
62 Note 12: Other assets
62 Note 13: Other financial assets
62 Note 14: Property, plant and equipment
63 Note 15: Deferred tax assets and liabilities
65 Note 16: Intangible assets
66 Note 17: Goodwill
66 Note 18: Trade and other payables
67 Note 19: Employee benefits
68 Note 20: Provisions
69 Note 21: Lease assets and liabilities
70 Note 22: Other financial liabilities
70 Note 23: Capital and reserves
72 Note 24: Financial instruments
76 Note 25: Consolidated entities
76 Note 26: Reconciliation of cash flows from operating activities
77 Note 27: Key management personnel disclosures
77 Note 28: Related parties
77 Note 29: Parent entity disclosures
78 Note 30: Subsequent events

79
Directors’ declaration
80 Independent auditor’s report
86
87

ASX additional information

Lead auditor’s independence declaration

Integrated Research and its controlled entities
Annual Report 2022

43
43

Integrated Research and its controlled entities Annual Report 2022

Consolidated statement of comprehensive income

For the year ended 30 June 2022

In thousands of AUD

Revenue from contracts with customers

Licence fees

Maintenance fees

Subscription fees

Testing solution services

Professional services

Total revenue

Expenditure

Research and development expenses

Sales, professional services and marketing expenses

General and administration expenses

Total expenditure

Other gains and (losses)

(Loss)/profit before finance income and tax

Finance income

(Loss)/profit before tax

Income tax benefit/(expense)

Profit for the year

Other comprehensive income

Items that may be reclassified subsequently to profit

Foreign exchange translation differences

Other comprehensive income

Total comprehensive income for the year

Profit attributable to:

Members of Integrated Research

Total comprehensive income attributable to:

Members of Integrated Research

Earnings per share attributable to members of Integrated Research:

Basic earnings per share (AUD cents)

Diluted earnings per share (AUD cents)

Consolidated

Notes

2022

2021

35,495

15,236

1,256

3,826

7,054

47,359

18,128

312

4,318

8,376

62,867

78,493

(22,767)

(19,101)

(41,136)

(43,378)

(6,241)

(6,235)

(70,144)

(68,714)

3,008

(1,310)

(4,269)

1,824

(2,445)

3,990

1,545

8,469

838

9,307

(1,372)

7,935

1,307

(1,496)

2,852

6,439

1,545

7,935

2,852

6,439

0.90

0.89

4.61

4.60

The consolidated statement of comprehensive income is to be read in conjunction with the notes to the financial
statements set out on pages 48 to 78.

Integrated Research and its controlled entities Annual Report 2022Financial statementsConsolidated statement of financial position

As at 30 June 2022

In thousands of AUD

Current assets

Cash and cash equivalents

Trade and other receivables

Current tax assets

Other current assets

Total current assets

Non‑current assets

Trade and other receivables

Other financial assets

Property, plant and equipment

Right-of-use assets

Deferred tax assets

Intangible assets

Other non-current assets

Total non‑current assets

Total assets

Current liabilities

Trade and other payables

Provisions

Income tax liabilities

Deferred revenue

Lease liabilities

Other financial liabilities

Total current liabilities

Non‑current liabilities

Borrowings

Deferred tax liabilities

Provisions

Deferred revenue

Lease liabilities

Other non-current financial liabilities

Total non‑current liabilities

Total liabilities

Net assets

Equity

Issued capital

Reserves

Retained earnings

Total equity

Consolidated

Notes

2022

2021

12,329

46,812

564

3,657

63,362

21,995

244

744

4,407

1,333

31,309

1,050

61,082

124,444

1 0,13 1

3,650

14,121

1,710

654

30,266

2,487

905

504

3,161

7,065

37,331

8 7,113

1,667

6,637

78,809

8 7,113

12,149

51,918

693

3,345

68,105

27,593

175

1,255

6,003

1,183

29,962

799

66,970

135,075

10,181

4,045

126

15,526

1,655

192

31,725

6,658

7,044

665

861

4,767

20,008

51,733

83,342

1,667

4,411

77,264

83,342

The consolidated statement of financial position is to be read in conjunction with the notes to the financial statements
set out on pages 48 to 78.

Integrated Research and its controlled entities Annual Report 2022Consolidated statement of changes in equity

For the year ended 30 June 2022

Consolidated
In thousands of AUD

Balance at 1 July 2021

Profit for the year

Other comprehensive income for
the year

Total comprehensive income for
the year

Share based payments expense

Dividends to shareholders

Balance at 30 June 2022

Consolidated
In thousands of AUD

Balance at 1 July 2020

Profit for the year

Other comprehensive income/
(loss) for the year

Total comprehensive income/(loss)
for the year

Share based payments expense

Dividends to shareholders

Balance at 30 June 2021

Share
capital

1,667

Share
capital

1,667

Translation
reserve

(666)

1,307

641

Translation
reserve

830

(1,496)

1,667

(666)

Employee
benefit
reserve

5,077

919

Retained
earnings

77,264

1,545

Total

83,342

1,545

1,307

1,545

2,852

919

5,996

78,809

87,113

Employee
benefit
reserve

4,249

828

5,077

Retained
earnings

75,776

7,935

Total

82,522

7,935

(1,496)

7,935

6,439

(6,447)

77,264

828

(6,447)

83,342

The consolidated statement of changes in equity is to be read in conjunction with the notes to the financial statements
set out on pages 48 to 78.

Integrated Research and its controlled entities Annual Report 2022Financial statementsConsolidated statement of cash flows

For the year ended 30 June 2022

In thousands of AUD

Cash flows from operating activities

Cash receipts from customers

Proceeds from government grants

Cash paid to suppliers and employees

Cash generated from operations

Income taxes paid

Net cash provided by operating activities

Cash flows from investing activities

Payments for capitalised development

Payments for property, plant and equipment

Interest received

Net cash used in investing activities

Cash flows from financing activities

Proceeds from borrowings

Repayment of borrowings

Payment of principal portion of lease liabilities

Interest payments

Payment of dividend

Net cash used in financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at 1 July

Effects of exchange rate changes on cash

Cash and cash equivalents at 30 June 2022

Consolidated

Notes

2022

2021

75,521

78,807

626

(57,885)

(55,105)

17,636

(696)

16,940

24,328

(3,252)

21,076

(11,499)

(11,985)

(299)

2,049

(257)

1,440

(9,749)

(10,802)

(5,293)

(1,662)

(225)

(7,180)

12,149

169

12,329

14,450

(12,792)

(1,652)

(602)

(6,447)

(7,043)

3,231

9,744

(826)

12,149

The consolidated statement of cash flows is to be read in conjunction with the notes to the financial statements set out
on pages 48 to 78.

Integrated Research and its controlled entities Annual Report 2022Notes to the
Financial
Statements

For the year ended
30 June 2022

Note 1: Significant
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 2022 comprises
the Company and its subsidiaries
(together referred to as the
“consolidated entity”).

The financial report was authorised
for issue by the Directors on
18 August 2022.

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 statements of
the consolidated entity comply with
International Financial Reporting
Standards and interpretations
adopted by the International
Accounting Standards Board.

B. Basis of Preparation
The financial statements are
presented in Australian dollars and
are prepared on a going concern
basis using historical cost, with the
exception of derivatives, which are at
fair value.

The company is of a kind referred
to in ASIC Legislative Instrument
2016/191 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 financial
statements 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.

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 2021 annual
financial report.

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 1: Significant accounting policies (cont.)

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 statements, but may change the disclosures made in relation to the consolidated entity’s financial statements:

Standard/Interpretation

AASB 2020-1 Amendments to AASs - Classification of Liabilities as
Current or Non-current

AASB 2020-3 Amendments to AASs - Annual Improvements 2018-2020
and Other Amendments

Effective for
annual reporting
periods beginning
on or after

Expected to be
initially applied
in the financial
year ending

1 Jan 2022

30 June 2023

1 Jan 2022

30 June 2023

Reference to the Conceptual Framework - Amendments to IFRS 3

1 Jan 2022

30 June 2023

Property, Plant and Equipment: Proceeds before Intended Use -
Amendments to IAS 16

1 Jan 2022

30 June 2023

Onerous Contracts - Costs of Fulfilling a Contract - Amendments to IAS 37

1 Jan 2022

30 June 2023

IFRS 9 Financial Instruments - Fees in the ’10 per cent’ test for derecognition
of financial liabilities

1 Jan 2022

30 June 2023

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 re-assesses 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 statements 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 in full 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.

Integrated Research and its controlled entities Annual Report 2022Note 1: Significant
accounting policies (cont.)

D. Foreign currency
In preparing the financial
statements 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.

• Level 2 - Valuation techniques
for which the lowest level input
that is significant to the fair
value measurement is directly or
indirectly observable.

• Level 3 - Valuation techniques
for which the lowest level input
that is significant to the fair value
measurement is unobservable.

For assets and liabilities that
are recognised in the financial
statements at fair value on a
recurring basis, the Company
determines whether transfers
have occurred between levels
in the hierarchy by re-assessing
categorisation (based on the lowest
level input that is significant to the
fair value measurement as a whole)
at the end of each reporting period.

F. Derivative financial
instruments
The consolidated entity uses
derivative financial instruments
to hedge its exposure to foreign
exchange risks arising from
operational activities. In accordance
with its treasury policy, the
consolidated entity does not hold or
issue derivative financial instruments
for trading purposes.

Derivative financial instruments
are recognised initially at fair value.
Subsequent to initial recognition,
derivative financial instruments are
stated at fair value. The gain or loss
on remeasurement to fair value is
recognised immediately in profit
or loss. However, where derivatives
qualify for hedge accounting,
recognition of any resultant gain or
loss depends on the nature of the
item being hedged.

The fair value of forward exchange
contracts is their quoted market
price at the year end date, being
the present value of the quoted
forward price.

E. Fair value
measurement
Fair value is the price that would
be received to sell an asset or paid
to transfer a liability in an orderly
transaction between market
participants at the measurement
date. The fair value measurement is
based on the presumption that the
transaction to sell the asset or transfer
the liability takes place either:

ii)

in the principal market for the
assets or liability; or

in the absence of a principal
market, in the most
advantageous market for the
asset or liability.

The principal or the most
advantageous market must be
accessible by the Company.

The fair value of an asset or a liability
is measured using the assumptions
that market participants would use
when pricing the asset or liability,
assuming that market participants
act in their economic best interest.

A fair value measurement of a
non-financial asset takes into
account a market participant’s
ability to generate economic benefits
by using the asset in its highest and
best use or by selling it to another
market participant that would use
the asset in its highest and best use.

The Company uses valuation
techniques that are appropriate in
the circumstances and for which
sufficient data are available to
measure fair value, maximising
the use of relevant observable
inputs and minimising the use of
unobservable inputs.

All assets and liabilities for which fair
value is measured or disclosed in the
financial statements are categorised
within the fair value hierarchy,
described as follows, based on the
lowest level input that is significant to
the fair value measurement as whole:

• Level 1 - Quoted (unadjusted)

market prices in active markets for
identical assets or liabilities

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 1: Significant
accounting policies (cont.)

of resources required to settle the
obligation or from changes in the
discount rate.

G. Hedging
On entering into a hedging
relationship, the consolidated
entity normally designates and
documents the hedge relationship
and risk management objective
and strategy for undertaking the
hedge. The documentation includes
identification of the hedging
instrument, the hedged item or
transaction, the nature of the risk
being hedged and how the entity
will assess the hedging instrument’s
effectiveness in offsetting the
exposure to changes in the item’s
fair value or cash flows attributable
to the hedged risk. Such hedges are
expected to be highly effective in
offsetting changes in fair value or
cash flows and are assessed on an
ongoing basis to determine that they
actually have been highly effective
throughout the financial reporting
periods for which they are designated.

For cash flow hedges, the associated
cumulative gain or loss is removed
from equity and recognised in profit
or loss in the same period or periods
during which the hedged forecast
transaction affects profit or loss.
The ineffective part of any gain or
loss is recognised immediately in the
profit or loss.

Where financial instruments entered
into by the Company are not
designated as a hedging instrument
the gain or loss is recognised
immediately the profit and loss.

H. 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

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

I. 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 asset.

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.

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 any 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.

Short‑term leases and leases of
low‑value assets

The Company applies the short-term
lease recognition exemption to its
short-term leases (i.e., those leases
that have a lease term of 12 months
or less from the commencement
date and do not contain a purchase
option). It also applies the lease
of low-value assets recognition
exemption to leases of office
equipment that are considered
to be low value. Lease payments
on short-term leases and leases of
low-value assets are recognised as
expense on a straight-line basis over
the lease term.

Integrated Research and its controlled entities Annual Report 2022Note 1: Significant
accounting policies (cont.)

application software, are recognised
as operating expenses when the
services are received.

J. Intangible Assets

Customer Relationships

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.

Customer relationships are initially
measured at fair value and
amortised over the estimated useful
life, but no more than five years.

K. 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.

Capitalised development expenditure
is stated at cost less accumulated
amortisation and impairment losses
(see accounting policy (M)).

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.

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, taking into account
the customers’ credit worthiness
based on its size and jurisdiction.

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

L. Cash and cash
equivalents
Cash and cash equivalents comprises
cash balances and call deposits with
an original maturity of three months
or less.

M. 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.
Refer to Note 1 (U) for Goodwill
impairment considerations.

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.

The recoverable amount of other
assets is the greater of their fair value
less costs to sell and value in use.

In assessing value in use, the
estimated future cash flows are
discounted to their present value
using a pre-tax discount rate that
reflects current market assessments
of the time value of money and
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.

N. 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.

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.

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 1: Significant
accounting policies (cont.)

Share‑based payment transactions

The performance rights and options
programmes 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,
taking into account 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.

O. 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.

P. Trade and other
payables
Trade and other payables are stated
at their amortised cost.

Q. 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.

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
rateably 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 multiyear 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 rateably 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.

Integrated Research and its controlled entities Annual Report 2022Note 1: Significant
accounting policies (cont.)

R. Financing income
Financing income comprises interest
receivable on funds invested and
the financing component of the sale
of licences, less interest payable
on borrowings.

S. 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.

T. 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.

U. 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.

V. Grant income
Government grants are recognised
where there is reasonable assurance
that the grant will be received and all
attached conditions will be complied
with. When the grant relates to
an expense item, it is recognised
as income on a systematic basis
over the periods that the related
costs, for which it is intended to
compensate, are expensed.

W. 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:

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.

Integrated Research and its controlled entities Annual Report 2022Financial statementsIncome 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.

Note 1: Significant
accounting policies (cont.)

Intangible assets ‑ Goodwill

Goodwill acquired from business
acquisitions is initially measured at
cost. Goodwill is tested annually for
impairment or earlier if changes in
circumstances indicate a potential
impairment, the impairment
policy is explained in note 1(M).
The impairment testing requires
judgements over future cashflow
streams and assumptions used in
the calculations.

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.

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.

Integrated Research and its controlled entities Annual Report 2022Note 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.

Americas

Europe

Asia Pacific

Corporate
Australia1

Eliminations

Consolidated

2022

2021

2022

2021

2022

2021

2022

2021

2022

2021

2022

2021

38,064 54,509

9,653

12,167

15,150

11,817

62,867 78,493

- 24,362 38,430 (24,362)

(38,430)

38,064 54,509

9,653

12,167

15,150

11,817 24,362 38,430 (24,362)

(38,430) 62,867 78,493

Americas
(USD)

Europe (GBP)

2022

2021

2022

2021

27,618 40,798

5,228

6,713

27,618 40,798

5,228

6,713

In thousands
of AUD

Sales to
customers
outside the
consolidated
entity

Inter-region
revenue

Total
regional
revenue

In local
currency2

Sales to
customers
outside the
consolidated
entity

Inter-region
sales

Total
regional
revenue

1 Corporate Australia includes both the research and development, hedging and corporate head office functions of Integrated Research Limited.

2 Segment results represented in local currencies.

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 3. Revenue from contracts with customers
Information regarding the disaggregation of the Company’s revenues from contracts with customers is presented below.

In thousands of AUD

Timing of Revenue Recognition:

At a point in time

Over time

Total Revenue from contracts with customers

Type of product Group

Collaborate

Infrastructure

Transact

Professional services

Total Revenue

Consolidated

2022

2021

35,495

27,372

62,867

34,324

13,240

8,249

7,054

62,867

47,359

31,134

78,493

44,000

15,874

10,243

8,376

78,493

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied), which are
not included above, is $14,801,000 (2021: $8,441,000) 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 includes:

In thousands of AUD

Employee benefits expense:

Defined contribution plans

Equity settled share-based payments

Other employee benefits

Depreciation and amortisation

Expected credit loss provision expense

Consolidated

2022

2021

2,719

922

46,256

49,897

12,789

725

2,880

824

50,442

54,146

13,427

277

Integrated Research and its controlled entities Annual Report 2022Financial statements

Note 5. Other gains and (losses)

In thousands of AUD

Currency exchange gains/(losses)

Grant income - JobKeeper

Grant income - US Paycheck Protection Program

Note

Note 6. Finance income

In thousands of AUD

Interest income

Interest on borrowings

Interest on lease liability

Note 7. Auditors’ remuneration

In AUD

Fees to Ernst & Young (Australia)

Consolidated

2022

1,644

1,364

3,008

Consolidated

2022

2,049

(56)

(169)

1,824

2021

(1,936)

626

(1,310)

2021

1,440

(359)

(243)

838

Consolidated

2022

2021

Fees for auditing the consolidated financial report of the Company and auditing
the statutory financial reports of any controlled entities

297,068

244,924

Fees for other services

- Tax compliance

- Remuneration service

Total fees to Ernst & Young (Australia)

Fees to other overseas member firms of Ernst & Young (Australia)

Fees for other services

- Tax compliance

- iXBRL service and share register reporting

Total fees to overseas member firms of Ernst & Young (Australia)

Total auditor's remuneration

46,750

83,821

3,605

343,818

332,350

149,138

30,088

179,226

523,044

131,930

464,280

Integrated Research and its controlled entities Annual Report 2022Note 8. Income tax

Recognised in profit for the year

In thousands of AUD

Current income tax:

Current income tax (benefit)/charge

Adjustments in respect of current income tax of previous year

Deferred tax:

Relating to origination and reversal of temporary differences

Losses available for offsetting against future taxable income

Total income tax (benefit)/expense in profit and loss

Numerical reconciliation between income tax (benefit)/expense and profit before tax

In thousands of AUD

(Loss)/profit before tax

Income tax using the domestic corporate tax rate of 30%

Increase in income tax expense due to:

Non-deductible expenses

Effect of tax rates in foreign jurisdictions

Decrease in income tax expense due to:

R&D tax incentive

Government grants exempted from tax

Prior year adjustments

Income tax (benefit)/expense

Consolidated

Note

2022

2021

(8,667)

(30)

(8,697)

(1,771)

6,478

(3,990)

Consolidated

2022

(2,445)

(733)

237

240

(3,359)

(345)

(30)

(3,990)

2,207

(20)

2,187

(815)

1,372

2021

9,307

2,791

204

(1,633)

(20)

1,372

Integrated Research and its controlled entities Annual Report 2022Note 9. Earnings per share
The calculation of basic and diluted earnings per share at 30 June 2022 was based on the profit attributable to ordinary
shareholders of $1,545,000 (2021: $7,935,000); a weighted number of ordinary shares outstanding during the year
ended 30 June 2022 of 172,405,192 (2021: 172,116,418); and a weighted number of ordinary shares (diluted) outstanding
during the year ended 30 June 2022 of 172,889,534 (2021: 172,603,668), calculated as follows:

In thousands of AUD

Profit for the year

Weighted average number of shares used as the denominator

Number

Number for basic earnings per share:

Ordinary shares

Effect of employee share plans on issue

Number for diluted earnings per share

Basic earnings per share (AUD cents)

Diluted earnings per share (AUD cents)

Note 10. Cash and cash equivalents

In thousands of AUD

Cash at bank and on hand

Consolidated

2022

1,545

2021

7,935

Consolidated

2022

2021

172,405,192

172,116,418

494,342

487,250

172,889,534

172,603,668

0.90

0.89

4.61

4.60

Consolidated

2022

12,329

2021

12,149

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 11. Trade and other receivables

Current

In thousands of AUD

Trade debtors

Less: Allowance for expected credit losses

GST receivable

Non‑current

In thousands of AUD

Trade debtors

Consolidated

2022

47,764

(1,288)

46,476

336

46,812

2021

53,082

(1,336)

51,746

172

51,918

Consolidated

2022

21,995

2021

27,593

The Company provides customers of good credit worthiness 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 range from 30 to 90 days.

Ageing of past due but not impaired:

In thousands of AUD

Past due 30 days

Past due 60 days

Past due 90 days

Total

Note

Consolidated

2022

2,627

895

2,499

6,021

The movement in the allowance for expected credit losses in respect of trade receivables is detailed below:

In thousands of AUD

Balance at beginning of year

Amounts written off during the year

Increase in provision

Balance end of year

Consolidated

2022

1,336

(773)

725

1,288

2021

1,422

830

3,357

5,609

2021

2,217

(1,158)

277

1,336

The Company has used the following criteria to assess the allowance loss for expected credit losses shown above:

• historical default experience;

• 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.

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. The Company does not hold any collateral over these balances.

Integrated Research and its controlled entities Annual Report 2022Note 12. Other assets

Current

In thousands of AUD

Other prepayments

Contract assets

Fair value of assets - forward foreign exchange contracts

Total

Non‑current

In thousands of AUD

Contract assets

Total

Note 13. Other financial assets

In thousands of AUD

Deposits

Consolidated

2022

2,477

1,169

3,657

Consolidated

2022

1,050

2021

2,299

799

247

3,345

2021

799

Consolidated

2022

244

2021

175

The carrying amount of other financial assets is a reasonable approximation of their fair value.

Note 14. Property, plant and equipment

Plant and equipment

In thousands of AUD

At cost

Accumulated depreciation

Leasehold improvements

In thousands of AUD

At cost

Accumulated depreciation

Consolidated

2022

5,874

(5,447)

427

Consolidated

2022

3,298

(2,981)

317

Total property, plant and equipment

Consolidated

In thousands of AUD

At cost

Accumulated depreciation

Total written down amount

2022

9,172

(8,428)

744

2021

5,702

(4,880)

822

2021

3,299

(2,866)

433

2021

9,001

(7,746)

1,255

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 14. Property, plant and equipment (cont.)

Plant and Equipment

In thousands of AUD

Carrying amount at start of year

Additions

Disposals

Effects of foreign currency exchange

Depreciation expense

Carrying amount at end of year

Leasehold Improvements

In thousands of AUD

Carrying amount at start of year

Additions

Effects of foreign currency exchange

Depreciation expense

Carrying amount at end of year

Consolidated

2022

822

129

(10)

(528)

427

Consolidated

2022

433

(119)

317

2021

1,370

116

(29)

(635)

822

2021

513

(14)

(124)

433

Note 15. Deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

Consolidated

In thousands of AUD

Intangible assets

Trade and other payables

Employee benefits

Provisions

Other current liabilities

Unrealised foreign exchange gain

Losses available for offsetting against future
taxable income

Assets

Liabilities

Net

2022

2021

314

1,025

440

829

6,478

435

1,082

431

646

142

2022

8,206

2021

7,879

2022

2021

(8,206)

(7,879)

757

1,277

718

314

1,025

440

(1,277)

6,478

435

1,082

431

(72)

142

Deferred tax assets/(liabilities)

Set off of deferred tax asset

9,086

2,736

10,240

8,597

(1,154)

(5,861)

(7,753)

(1,553)

(7,753)

(1,553)

Net deferred tax assets/(liabilities)

1,333

1,183

2,487

7,044

(1,154)

(5,861)

Integrated Research and its controlled entities Annual Report 2022Note 15. Deferred tax assets and liabilities (cont.)

Movement in temporary differences during the year:

For year ended 30 June 2022
In thousands of AUD

Balance
1 July 21

Recognised
in income

Recognised
in equity

Balance
30 June 22

Consolidated

Intangible assets

Trade and other payables

Employee benefits

Provisions

Other current liabilities

Unrealised foreign exchange gain

Losses available for offsetting against future
taxable income

For year ended 30 June 2021
In thousands of AUD

Intangible assets

Trade and other payables

Employee benefits

Provisions

Other current liabilities

Unrealised foreign exchange gain

(7,879)

435

1,082

431

(72)

142

(327)

(121)

(57)

144

(1,419)

6,478

(5,861)

4,707

‑

(8,206)

314

1,025

440

(1,277)

6,478

(1,154)

Balance
1 July 20

(7,208)

391

1,018

790

(99)

(5,046)

Consolidated

Recognised
in income

Recognised
in equity

Balance
30 June 21

(671)

(359)

(815)

‑

(7,879)

435

1,082

431

(72)

142

(5,861)

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 16. Intangible assets

The balance of capitalised intangible assets comprises:

Cost

In thousands of AUD

Balance at 1 July 2020

Fully amortised & offset

Internally developed

Purchased

Effects of foreign currency exchange

Software
development

Third party
software

46,206

(5,587)

11,985

2,408

(118)

(42)

2,284

Balance at 30 June 2021

52,604

In thousands of AUD

Balance at 1 July 2021

Fully amortised & offset

Internally developed

Effects of foreign currency exchange

Software
development

Third party
software

52,604

(9,455)

11,499

2,284

Balance at 30 June 2022

54,648

2,284

Consolidated

Goodwill

3,628

(338)

3,290

Goodwill

3,290

285

3,575

Customer
Relationships

882

(800)

(82)

‑

Customer
Relationships

‑

Amortisation

In thousands of AUD

Balance at 1 July 2020

Fully amortised & offset

Amortisation for year

Effects of foreign currency exchange

Balance at 30 June 2021

Balance at 1 July 2021

Fully amortised & offset

Amortisation for year

Balance at 30 June 2022

Carrying amounts

In thousands of AUD

Balance at 30 June 2021

Balance at 30 June 2022

Software
development

Third party
software

Goodwill

Customer
Relationships

21,837

(5,587)

9,738

25,988

(9,455)

10,419

26,952

1,353

(118)

1,034

(41)

2,228

2,246

‑

882

(800)

(82)

‑

Software
development

Third party
software

26,616

27,696

Goodwill

3,290

3,575

Customer
Relationship

‑

Total

53,124

(6,505)

11,985

(462)

58,178

Total

58,178

(9,455)

11,499

285

60,507

Total

24,072

(6,505)

10,772

(123)

28,216

(9,455)

10,437

29,198

Total

29,962

31,309

Integrated Research and its controlled entities Annual Report 2022Note 17. Goodwill
Goodwill arose on the acquisition of IQ Services business in the year ending 30 June 2016. Management has identified
the Group as the cash generating unit (the Prognosis CGU) to which goodwill is allocated for impairment testing.
Management performs its annual impairment testing at least annually. The carrying value of goodwill at 30 June 2022 is
$3,577,000 (2021: $3,290,000). A reconciliation of the movement in goodwill is included in Note 16.

The recoverable amount of the Prognosis CGU has been determined using a value in use approach. The value in use has
been based on the following key assumptions:

1. Cash flow forecasts

The cash flow forecasts are based upon a Board approved 2022 budget and management projections for the
subsequent four years of the Prognosis CGU.

2. Discount rate

Discount rate of 11% (2021: 11%) applied for value in use calculation is based on the post-tax weighted average cost of
capital applicable to the Prognosis CGU.

3. Terminal value

The terminal growth rate after the five-year projection period has been calculated using a growth rate of 3% (2021: 3%) which
is determined by Management based on their assessment of expected long term annual growth for the software industry.

The value in use does not indicate any impairment is required at 30 June 2022.

Management believe that a reasonable change in any of the above key assumptions would not cause the carrying values
to exceed their recoverable amounts.

Note 18. Trade and other payables

In thousands of AUD

Trade and other creditors

The average credit period on trade and other payables is 30 days.

Consolidated

2022

10,131

2021

10,181

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 19. Employee benefits

Current

In thousands of AUD

Liability for annual leave

Liability for long service leave

Non‑current

In thousands of AUD

Liability for long service leave

Pension plans

Consolidated

2022

2,621

1,029

3,650

Consolidated

2022

442

2021

2,721

1,324

4,045

2021

199

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

Performance rights and options plan

On 21 November 2011, the consolidated entity established the Integrated Research Performance Rights and Options
Plan (IRPROP). The plan enables the Company to offer options to eligible employees to obtain shares in Integrated
Research at no cost contingent upon performance conditions being met (otherwise referred to as performance rights).
The performance conditions include either a service period with performance components or a service period with either
a net after tax profit hurdle or a total shareholder return (TSR) hurdle. The performance rights are automatically exercised
into shares upon the performance conditions being met. Share options are exercisable by employees after the vesting
date but before the expiry date (which is five years from the grant date) at their exercise price. The following rights were
granted during the period:

Grant Date

Nov-21

Mar-22

May-22

Type

Options

Performance rights

Quantity

2,452,609

1,053,210

20,202

103,028

Exercise price

Expiry date

$1.98

Aug-26

Aug-24

Integrated Research and its controlled entities Annual Report 2022Note 19. Employee benefits (cont.)
The fair value of the Instruments including assumptions used are as follows:

Grant date

Fair value at measurement date

Share price

Exercise price

Expected volatility

Contractual life (expressed in days)

Nov 2021

Mar 2022

May 2022

$0.374

$1.32

$1.98

46%

1,742

$1.315

$1.32

nil

46%

1,011

$0.730

$0.73

nil

46%

899

$0.570

$0.57

nil

46%

839

Expected dividends

0.00%

Risk-free interest rate (based on 3 year
treasury bonds)

Testing date

Model Used

1.44%

N/A

1.44%

N/A

1.44%

N/A

1.44%

N/A

Binomial

Black Scholes

The fair values of services received in return for performance rights and options granted to employees is measured by
reference to the fair value of rights granted.

During the year ended 30 June 2022, the consolidated entity recognised an expense through profit of $922,000
related to the fair value of rights and options (2021: $824,000).

The following table provides the movement in performance rights and options during the year:

Performance Rights

Options

2021

1,054

(124)

(354)

230

806

Note

2022

(1,085)

2,453

1,368

2021

‑

Consolidated

2022

3,650

2021

4,045

Consolidated

2022

442

463

905

2021

199

466

665

In thousands of instruments

Outstanding at the beginning of the year

Forfeited during the year

Exercised during the year

Granted during the year

Outstanding at the end of the year

Exercisable at the end of the year (vested)

Note 20. Provisions

2022

806

(288)

(274)

1,176

1,420

Current

In thousands of AUD

Employee benefits

Non‑current

In thousands of AUD

Employee benefits

Lease make good

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 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.

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 4%. Finance income decreased by
$169,000 (2021: $242,000) relating to the interest expense on lease liabilities recognised.

Right‑of‑use assets

Office premises

In thousands of AUD

At cost

Accumulated depreciation

Office premises

In thousands of AUD

Carrying amount at start of year

Addition during the year

Effects of foreign currency exchange

Depreciation expense

Carrying amount at end of year

Current lease liabilities

In thousands of AUD

Lease liabilities

Non‑current lease liabilities

In thousands of AUD

Lease liabilities

Contractual undiscounted cash outflows used to calculate lease liability

In thousands of AUD

Less than one year

Between one and five years

Greater than five years

Consolidated

2022

8,839

(4,432)

4,407

Consolidated

2022

6,003

109

(1,705)

4,407

2021

8,705

(2,702)

6,003

2021

6,367

1,555

(23)

(1,896)

6,003

Consolidated

2022

1,710

Consolidated

2022

3,161

Consolidated

2022

1,850

3,384

5,234

2021

1,655

2021

4,767

2021

1,660

5,210

6,870

Integrated Research and its controlled entities Annual Report 2022Note 22. Other financial liabilities

Current

In thousands of AUD

Fair value of hedge liabilities - forward foreign exchange contracts

Non‑current

In thousands of AUD

Other creditors

Note 23. Capital and reserves

Share capital

In thousands of shares

On issue 1 July

Issued against employee performance right exercised

On issue 30 June

Consolidated

2022

654

Consolidated

2022

2021

192

2021

Ordinary shares

2022

172,215

274

172,489

2021

171,861

354

172,215

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 statements
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 Performance Rights and Option Plan (established November 2011) or the Employee Share Option
Plan (established October 2000). Refer to note 19 for further details.

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 23. Capital and reserves (cont.)

Dividends

Dividends recognised in the current year by the company are:

In thousands of AUD

Cents per
share

Total amount

Franked/
unfranked

Date of
payment

2022

Final 2021

Total amount

2021

Final 2020

Total amount

Nil

N/A

3.75

6,447

100% franked

6,447

No dividends were declared for the 2022 financial year.

Franking account disclosure:

In thousands of AUD

Adjusted franking account balance

Impact on franking account balance of dividends not recognised

Company

2022

8,141

2021

7,764

Integrated Research and its controlled entities Annual Report 2022Note 24. 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
23 respectively.

Borrowings
The Company has a $20 million multicurrency revolving cash advance facility with an expiry date of 31 July 2023.
Interest is variable, linked to Bank Bill Swap Bid Rate (BBSY), plus a margin. The facility is secured by a General Security
Agreement with a deed of cross guarantee including the parent entity, Integrated Research UK Limited, and Integrated
Research Inc. The facility is also subject to certain debt covenants including a leverage ratio, interest cover ratio and
capitalisation ratio.

There were no borrowings drawn under the facility at 30 June 2022 (2021: $5.3 million). Due to the operating
performance for 2022, the facility is not available to be drawn. As a result, and to save on finance costs, it is anticipated
the facility will be terminated prior to expiry.

During the 2021 financial year, the Company applied for and received US $1.0 million in borrowing as part of the US
Paycheck Protection Program (PPP). The proceeds of the loan are to be used for certain operational costs, namely payroll
and benefits, but can also be used towards rent and utilities. The intention of the loan program is for borrowers to use the
funds for the approved purposes and subsequently seek loan forgiveness, which can be sought when the loan proceeds
have been used.

During the 2022 financial year the loan was forgiven in full, recognised through profit and loss as grant income and
treated as a non-cash financing activity within the statement of cash flows by the Company.

Bank Guarantee Facility
The Company has a $1,200,000 bank guarantee facility. The primary purpose of the facility is to provide bank
guarantees to the Company’s landlord pursuant to contractual lease arrangements. At 30 June 2022, the total value of
bank guarantees provided was $1,110,000 (2021: $1,110,000). The facility terminates on 31 December 2026.

Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,
financial liability and equity instrument are disclosed in Note 1 to the financial statements.

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.

The consolidated entity seeks to minimise the effects of these risks, where deemed appropriate, by using derivative
financial instruments to hedge these risk exposures. The use of financial derivatives is governed by the consolidated
entity’s policies on foreign exchange risk, credit risk, the use of financial derivatives and non-derivative financial
instruments, and the investment of excess liquidity. The consolidated entity does not enter into or trade financial
instruments, including derivative financial instruments, for speculative purposes.

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 24. Financial instruments (cont.)

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. The consolidated entity enters into foreign exchange forward contracts to hedge the
exchange rate risk arising from transactions not recorded in an entity’s functional currency.

Foreign currency risk management
The consolidated entity undertakes certain transactions denominated in foreign currencies, hence exposures to
exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising
forward foreign exchange contracts.

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:

In thousands of AUD

US Dollar

Sterling

Euro

Consolidated

Liabilities

Assets

2022

1,416

2021

1,644

2022

3,697

1,526

2021

5,343

3,243

Foreign currency sensitivity
At 30 June 2022, 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.

In thousands of AUD

US Dollar

Sterling

Euro

Change in currency (i) - 10% decrease

In thousands of AUD

US Dollar

Sterling

Euro

Change in currency (i) - 10% increase

Net (loss)/profit before tax

Equity

Consolidated

2022

253

170

2021

411

360

2022

253

170

Net (loss)/profit before tax

Equity

Consolidated

2022

(207)

(3)

(139)

2021

(336)

(9)

(295)

2022

(207)

(3)

(139)

2021

411

360

2021

(336)

(9)

(295)

Integrated Research and its controlled entities Annual Report 2022Note 24. Financial instruments (cont.)
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$26.8 million (2021: A$34.9 million) intercompany receivable in the parent
entity at 30 June, denominated in US dollars, that eliminates on consolidation. The gain or loss on revaluation of the
intercompany balance to Australian dollars is not eliminated and is therefore carried through to the consolidated profit
and loss. A 10% decrease in the Australian dollar against the US dollar would result in a A$3.0 million (2021: A$3.8 million)
increase to net profit before tax and equity, whilst a 10% increase would result in a A$2.4 million (2021: A$3.2 million)
decrease to net profit before tax and equity.

In management’s opinion, the sensitivity analysis is not fully representative of the inherent foreign exchange risk as
the year end exposure does not necessarily reflect the exposure during the course of the year. 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 is 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.

Foreign exchange contracts
The consolidated entity is exposed to foreign currency risk on sales and purchases that are denominated in a currency
other than the AUD. The currencies giving rise to this risk are primarily United States Dollar, UK Sterling and the Euro.

The consolidated entity uses option and forward exchange contracts to hedge its foreign currency risk. The option and
forward exchange contracts have maturities of less than two years after the reporting date.

The consolidated entity classifies its option and forward exchange contracts hedging forecasted transactions as cash
flow hedges and measures them at fair value. The following table details the option and forward foreign currency
contracts outstanding as at reporting date

Outstanding contracts

Average
Exchange Rate

Foreign Currency

Contract Value

Fair Value

2022

2021

2022
FC’000

2021
FC’000

2022
A$’000

2021
A$’000

2022
A$’000

2021
A$’000

FX Forwards

Sell US Dollar

Less than 3 months

3 to 6 months

6 to 9 months

9 to 12 months

FX Options

Put US Dollar

Less than 3 months

3 to 6 months

Call US Dollar

Less than 3 months

3 to 6 months

0.77

0.74

0.70

0.69

0.67

0.70

0.75

0.72

0.76

0.78

2,500

4,000

3,249

1,000

750

2,750

1,700

1,500

4,108

1,058

1,043

5,572

3,620

2,194

1,935

(379)

(107)

(29)

(45)

233

(50)

(75)

(68)

2,000

1,000

2,000

1,000

3,008

1,429

2,685

1,335

(28)

(66)

(644)

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 24. Financial instruments (cont.)

These hedge assets and liabilities are classified as a level 2 fair value measurement, being derived from inputs provided
from financial institutions, rather than quoted prices that are observable for the asset either directly (i.e. as prices) or
indirectly (i.e. derived from prices). The fair value measurement of the over the counter forward contact would not qualify
as Level 1 as there is not a quoted price for the actual contract, even though data used to value the contract may be
derived entirely from active foreign-exchange and interest-rate market.

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 and
obtaining sufficient collateral where appropriate, 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 2022 was $6.0 million (2021: $8.0 million).
Ongoing credit evaluation is performed on the financial condition of accounts.

The Company has a program available to sell selected account receivable balances to a third party without recourse.
The purpose of the program is to manage credit risk and improve working capital. During the year ended 30 June 2022
no debtors were sold (2021: nil). The Company continues to bear maintenance support obligations to the end customers
which are carried as a liability in the deferred revenue account of the Company’s balance sheet of $0.9 million
(2021: $1.4 million).

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with
high credit ratings assigned by international credit-rating agencies.

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 creditor and other payables shown in Note 18 and Note 22 for both 2022 and 2021 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 3.5% to 5.5%. The carrying value of non-current trade debtors for 2021 and 2022 of the consolidated
entity was a reasonable approximation of their fair value.

Integrated Research and its controlled entities Annual Report 2022Note 25. Consolidated entities

Parent entity:

Integrated Research Limited

Subsidiaries of Integrated Research Limited:

Integrated Research Inc

Integrated Research Singapore Pte Limited

Integrated Research UK Limited

Subsidiaries of Integrated Research UK Limited:

Country of
incorporation

Ownership interest

2022

2021

Australia

USA

Singapore

100%

Integrated Research Germany GmbH

Germany

100%

Note 26. Reconciliation of cash flows from operating activities

In thousands of AUD

Profit for the year

Depreciation and amortisation

Provision for expected credit loss

Interest received

Interest paid

Share-based payments expense

Net exchange differences

Change in operating assets and liabilities:

(Increase)/decrease in trade debtors

(Increase)/decrease in future income tax benefit

(Increase)/decrease in other operating assets

Increase/(decrease) in trade and other payables

Increase/(decrease) in other operating liabilities

Increase/(decrease) in provision for income taxes payable

Increase/(decrease) in provision for deferred income taxes

Increase/(decrease) in other provisions

Net cash from operating activities

Consolidated

2022

1,545

12,789

(48)

(2,049)

225

922

(302)

10,704

(21)

(632)

(50)

(1,305)

(126)

(4,557)

(155)

16,940

2021

7,935

13,427

(881)

(1,440)

602

824

672

7,741

(408)

(248)

(32)

(5,789)

(2,066)

594

145

21,076

Integrated Research and its controlled entities Annual Report 2022Financial statementsNote 27. Key management personnel disclosures

Key management personnel compensation

The key management personnel compensation are as follows:

In thousands of AUD

Short-term benefits

Post-employment benefits

Long term benefit

Equity compensation benefits

Termination benefits

Consolidated

2022

2021

1,596,548

2,001,568

98,199

18,891

466,495

113,855

9,783

291,491

237,500

2,180,133

2,654,197

Apart from the details disclosed in this note, no Director has entered into a material contract with the consolidated entity
since the end of the previous financial year and there were no material contracts involving Directors’ interests existing at
year end.

Note 28. Related parties
At 30 June 2022 Mr Steve Killelea, the founder of IR, owned either directly or indirectly 30.3% of the Company
(2021: 30.3%). A related entity of Mr Killelea provided consulting services totaling $100,000 in the year ended
30 June 2022 (2021: $100,000).

Note 29. Parent entity disclosures

Financial Position

In thousands of AUD

Assets

Current assets

Non-current assets

Total Assets

Liabilities

Current Liabilities

Non-current liabilities

Total Liabilities

Net Assets

Equity

Issued Capital

Employee benefits Reserve

Retained Earnings

Total Equity

Parent Entity

2022

2021

49,157

32,357

81,514

14,361

2,533

16,894

64,620

1,667

5,996

56,957

64,620

61,103

31,785

92,888

15,777

12,218

27,995

64,893

1,667

5,073

58,153

64,893

Integrated Research and its controlled entities Annual Report 2022
Note 29. Parent entity disclosures (cont.)

Financial Performance

In thousands of AUD

(Loss)/profit for the year

Other comprehensive income

Total comprehensive income

Investments in subsidiaries are included at cost.

Parent Entity

2022

(1,196)

2021

6,271

Note 30. Subsequent events
There has 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.

Integrated Research and its controlled entities Annual Report 2022Financial statementsDirectors’ declaration

Directors’ declaration

In accordance with a resolution of the Directors of Integrated Research Limited, we state that:

In the opinion of the Directors:

a) the financial statements and notes of Integrated Research Limited for the financial year ended 30 June 2022

are in accordance with the Corporations Act 2001, including:

i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2022 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 statements 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.

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 2022.

This declaration is made in accordance with a resolution of the Directors.

Dated at North Sydney this 18th day of August 2022.

Peter Lloyd

Chairman

John Ruthven

Managing Director and
Chief Executive Officer

Integrated Research and its controlled entities Annual Report 2022
80

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Integrated Research and its controlled entities Annual Report 2022Integrated Research and its controlled entities
Annual Report 2022

8383

Integrated Research and its controlled entities Annual Report 202284

Integrated Research and its controlled entities Annual Report 202223 to 33

Integrated Research and its controlled entities Annual Report 202286

Integrated Research and its controlled entities Annual Report 2022ASX additional information

Shareholder information

Analysis of numbers of equity security holders by size of holding as at September 2022

1 -1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

Class of equity security

Ordinary shares

Options

Performance
Rights

1,383

2,252

973

1,424

120

6,152

103

Fully Paid Ordinary Shares (Total)
Twenty largest security holders of quoted equity securities as of 9 September 2022.

Rank Name

STEPHEN JOHN KILLELEA

CITICORP NOMINEES PTY LIMITED

J P MORGAN NOMINEES AUSTRALIA PTY LIMITED

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED

MR NICHOLAS BARRY DEBENHAM + MRS ANNETTE CECILIA DEBENHAM

MR NICHOLAS BARRY DEBENHAM

7 WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED

ANDREW RHYS RUTHERFORD

BNP PARIBAS NOMS (NZ) LTD

NULIS NOMINEES (AUSTRALIA) LIMITED

SANTOS L HELPER PTY LTD

BNP PARIBAS NOMS PTY LTD

BNP PARIBAS NOMINEES PTY LTD

SPORRAN LEAN PTY LTD

NAVIGATOR AUSTRALIA LTD

CUSTODIAL SERVICES LIMITED

MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED

UBS NOMINEES PTY LTD

DENATA PTY LTD

20 BRENCAM PTY LIMITED

Totals: Top 20 holders of FULLY PAID ORDINARY SHARES (Total)

Total Remaining Holders Balance

Total Number of Ordinary Shares on Issue

Units % of Units

51,880,619

30.05

11,276,263

6,685,518

6,490,823

5,420,000

3,181,000

2,827,782

2,794,210

1,546,000

1,049,976

1,040,981

1,010,832

811,498

750,000

704,891

686,469

618,089

538,567

450,000

446,500

6.53

3.87

3.76

3.14

1.84

1.64

1.62

0.90

0.61

0.60

0.59

0.47

0.43

0.41

0.40

0.36

0.31

0.26

100,210,018

58.04

72,442,748

41.96

172,652,766

100.00

Integrated Research and its controlled entities Annual Report 2022ASX additional information

Unquoted equity securities

Option issued under the Integrated Research Limited
Employee Option Plan to take up ordinary shares

Performance Rights issued under the Integrated Research Limited Performance
Rights and Option Plan to take up ordinary shares

* Number of unissued ordinary shares under the Options.

** Number of unissued ordinary shares under the Performance Rights.

Number
on issue

Number
of holders

1,147,332*

1,281,288**

103

On‑market buy‑back
There is no current on-market buy-back.

Substantial holders
Substantial holders in the Company are set below:

Stephen John Killelea*

* Includes direct and indirect holdings at 9 September 2022.

Number held Percentage

52,218,231

30.25

Corporate