What changed in this filing

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Item 9A. Controls and Procedures

2024-09-12 compared with 2023-09-13 · 53 added, 55 removed, 198 unchanged (35% of the section changed)

3 unchanged sentences

Our Chief Executive Officer and Chief Financial Officer recognize that these controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of these controls will be met.

As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due to the material weakness as noted below.

To address the material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared, in all material respects, in accordance with U.S.

Based on such analysis and notwithstanding the identified material weakness, management, including our Chief Executive Officer and Chief Financial Officer, believe the consolidated financial statements fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2024.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2024.

Management’s Annual Report on Internal Control Over Financial Reporting

5 unchanged sentences

In making this assessment, our management used the criteria established in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

As a result of the material weakness described below, our management has determined that our internal control over financial reporting was not effective as of June 30, 2023, 2022, and 2021.

The material weakness we identified related to the following:

We did not have sufficient controls in relation to the accounting for complex non-routine transactions.

Specifically, there was a design deficiency due to the lack of sufficient experienced accounting professionals to review the accounting and related financial reporting requirements for complex non-routine transactions.

This resulted in us not initially accounting for certain adjustments properly as part of our conversion from IFRS to U.S.

Remediation Plans

As an emerging growth company, we plan to take actions to remediate the material weakness in our internal control over financial reporting.

Key elements of our planned remediation efforts, include, but are not limited to, the following:

• Hiring additional personnel with the necessary expertise in technical accounting and SEC reporting matters to review the accounting and related financial reporting requirements for complex non-routine transactions.

• May engage qualified experts with specialized knowledge in relation to complex accounting matters.

Our management is committed to achieving and thereafter maintaining a strong internal control environment, and as such, will continue to evaluate and improve our disclosure controls and procedures and internal controls over financial reporting, taking additional measures as necessary to remediate the material weakness noted above.

“Risk Factors—Risks Related to our Business— If we are unable to implement and maintain effective internal control over financial reporting, our results of operations and the price of our common shares could be adversely affected .”

This Form 10-K does not include an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for emerging growth companies.

As a result of this assessment and including the changes in internal control over financial reporting noted below, our management has determined that our internal control over financial reporting was effective as of June 30, 2024.

This Annual Report does not include an attestation report of our independent registered public accounting firm due to the transition period extended by the U.S.

Securities and Exchange Commission (“SEC”) for emerging growth companies.

Changes in Internal Control Over Financial Reporting

Except for the material weakness noted above, there were no changes in our internal controls over financial reporting as defined in Rule 13a-15(d), under the Securities Exchange Act of 1934, as amended, that occurred during the period covered by this Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management designed and implemented changes in internal control over financial reporting to remediate the material weakness identified in fiscal year 2023.

During fiscal year 2024, we enhanced the design and precision of our process and control for evaluating the accounting and related financial reporting requirements for complex non-routine transactions.

Our enhanced design includes the involvement of qualified experts with specialized knowledge, as applicable.

As of June 30, 2024, management determined that the enhanced control had been implemented for a sufficient period and is operating effectively.

There were no other changes in our internal controls over financial reporting as defined in Rule 13a-15(d), under the Securities Exchange Act of 1934, as amended, that occurred during the period covered by this Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

(a) Other Events

Annual Meeting of Shareholders for the Fiscal Year Ended June 30, 2023 .

On September 11, 2023, the Board of Directors of the Company established December 6, 2023 at 4:00 p.m.

Eastern Time as the date and time of the Company’s Annual Meeting of Shareholders for the Fiscal Year Ended June 30, 2023 (the “Fiscal Year 2023 Annual Meeting”) and set October 11, 2023 as the record date for determining shareholders who are eligible to receive notice of and vote at the Fiscal Year 2023 Annual Meeting.

The Company will publish additional details regarding the exact location and matters to be voted on at the Fiscal Year 2023 Annual Meeting in the Company’s proxy statement to be filed with the SEC no later than 120 days after June 30, 2023 (the “Proxy Statement”).

Rule 14a-8 Proposals.

For any proposal to be considered for inclusion in our Proxy Statement and form of proxy for submission to the shareholders at the Fiscal Year 2023 Annual Meeting, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Such proposals must be received by the Company at its offices at 1717 Pennsylvania Avenue

NW, Suite 825, Washington, D.C.

20006 no later than the close of business (5 p.m.

Eastern Time) on October 9, 2023 (which the Company believes is a reasonable time before it begins to print and sent its proxy materials).

Non-Rule 14a-8 Proposals .

For any proposal or director nomination to be considered at the Fiscal Year 2023 Annual Meeting, but not included in the Proxy Statement, the shareholder must give advance written notice to the Company at its offices at 1717 Pennsylvania Avenue NW, Suite 825, Washington, D.C.

20006 no later than the close of business (5 p.m.

Eastern Time) on October 9, 2023, as required by SEC Rule 14a-4(c)(1) (which the Company believes is a reasonable time before it begins to print and send its proxy materials).

Universal Proxy Nominations.

To comply with the universal proxy rules, if a shareholder intends to solicit proxies in support of director nominees, then our Assistant Secretary must receive proper written notice that sets forth all information required by Rule 14a-19 under the Exchange Act to the Assistant Secretary at 1717 Pennsylvania Avenue NW, Suite 825, Washington, D.C.

20006 by October 7, 2023.

Bermuda Law Proposals .

In addition, Section 79 of the Companies Act provides that (i) any number of shareholders representing not less than 5% of the total voting power of the shares eligible to vote at a general meeting of shareholders, or (ii) not less than 100 shareholders may propose any resolution which may properly be moved at the Fiscal Year 2023 Annual Meeting.

Upon timely receipt of notice, we shall, at the expense of such shareholder(s), give our other shareholders entitled to receive notice of the Fiscal Year 2023 Annual Meeting notice of such proposed resolution.

To be timely, the proposal requiring notice of a resolution must be deposited at our registered office at least six weeks before the Fiscal Year 2023 Annual Meeting.

Shareholders satisfying the criteria of Section 79 may also require us to circulate a statement in respect of any matter to come before the Fiscal Year 2023 Annual Meeting by notice deposited at our registered office in the manner provided by the Companies Act.

2 unchanged sentences

Bruce Dawson , the Company’s Chief Sales and Client Services Officer adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 27,000 shares of the Company’s common stock between September 16, 2024 and June 10, 2025 , subject to such shares reaching certain price points.

On June 14, 2024 , PineBridge Global Emerging Markets Partners II, L.P.

adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 300,000 shares of the Company’s common stock between September 13, 2024 and September 12, 2025 , subject to such shares reaching certain price points.

John Leone , a director of the Company, serves on a three-member investment committee (the “Investment Committee”) for PineBridge GEM II G.P., L.P.

(“GEM II GP”) that manages GEM II GP’s investment activities.

GEM II GP is the 100% owner of the sole general partner of PineBridge Global Emerging Markets Partners II, L.P.

As a result, GEM II GP, Mr.

Leone, and the other two members of the Investment Committee may be attributed beneficial ownership of the reported shares and each disclaims beneficial ownership of the reported shares except to the extent of its or his pecuniary interest therein.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference herein from the “Director Nominees,” “Directors Not Standing for Election,” “Board Committees,” and if applicable, “Delinquent Section 16 Reports” sections of the Proxy Statement.

See also Information about our Executive Officers in Part I of this Form 10-K.

15 unchanged sentences

PCAOB ID Number 34)

Report of Independent Registered Public Accounting Firm (BDO LLP, Reading, United Kingdom;

PCAOB ID Number 1295)

Consolidated Balance Sheets

17 unchanged sentences

4.1 Description of share capital registered under Section 12 of the Exchange Act

10-K 001-38442 4.1 09/13/2023

10.1 Registration Rights Agreement, dated as of September 15, 2017, by and between IBEX Limited and The Resource Company International Limited

56 unchanged sentences

20-F 001-38442 4.19 10/04/2022

10.20# Seventeenth Amendment to Revolving Credit and Security Agreement and Consent dated May 6, 2024 by and among Ibex Global Solutions, Inc., Digital Globe Services, LLC, TelSatOnline, LLC, 7 Degrees, LLC, iSky, LLC and PNC Bank N.A.

10-Q 001-38442 10.1 05/09/2024

10.21 Amended and Restated Collateral Pledge Agreement, dated September 30, 2021, by and between Ibex Global Solutions, Inc., and PNC Bank, N.A.

8 unchanged sentences

F-1 333-239821 10.41 07/10/2020

10.25# Second Amendment to Second Amended and Restated Warrant, dated November 13, 2017, issued to Amazon.com NV Investment Holdings LLC (amended March 12, 2021)

20-F 001-38442 10.40 10/14/2021

10.26* Second Amendment to Second Amended and Restated Warrant, dated November 13, 2017, issued to Amazon.com NV Investment Holdings LLC (amended as of August 7, 2020 )

IBEX Holdings Limited 2018 Restricted Share Plan

F-1 333-239821 10.35 07/10/2020

10.27.1^

Form of Restricted Share Agreement (A)

F-1 333-239821 10.36 07/10/2020

10.27.2^

Form of Restricted Share Agreement (B)

F-1 333-239821 10.37 07/10/2020

10.27.3^

IBEX Holdings Limited UK Sub-Plan of the 2018 Restricted Share Plan

F-1 333-239821 10.38 07/10/2020

Incorporated by Reference

Number Description of Document Form File Number Exhibit Filing

Date Filed or

2020 Long Term Incentive Plan, dated as of May 20, 2020

F-1 333-239821 10.39 07/10/2020

10.28.1^

I BEX Limited Amended 2020 Long-Term Incentive Plan, dated January 14, 2022

1 unchanged sentence

Ibex Management Incentive Plan

Incorporated by Reference

Number Description of Document Form File Number Exhibit Filing

Date Filed or

10-K 001-38442 10.28 09/13/2023

Ibex Global Solutions (Philippines) Inc.

Amended & Restated Phantom Stock Plan

10-K 001-38442 10.29 09/13/2023

10.30.1^

Ibex Global Solutions (Philippines) Inc.

Phantom Stock Plan Form of Award Agreement

10-K 001-38442 10.29.1 09/13/2023

Ibex Global Jamaica Limited Amended & Restated Phantom Stock Plan

10-K 001-38442 10.30 09/13/2023

10.31.1^

Ibex Global Jamaica Limited Phantom Stock Plan Form of Award Agreement

10-K 001-38442 10.30.1 09/13/2023

Form of Director Agreement

4 unchanged sentences

and Robert Dechant

10-K 001-38442 10.33 09/13/2023

10.35 Restated Executive Employment Agreement dated July 1, 2020 by and between Ibex Global Solutions Inc.

and David Afdahl

10-K 001-38442 10.34 09/13/2023

10.36 Restated Executive Employment Agreement dated July 1, 2020 by and between Ibex Global Solutions Inc.

and Julie Casteel

10-K 001-38442 10.35 09/13/2023

10.37 Executive Separation and Release Agreement dated March 31, 2023 by and between Ibex Global Solutions Inc.

and Karl Gabel

16.1 Letter of BDO LLP, dated October 28, 2021, regarding a change in the registrant’s independent registered public accounting firm

10-K 001-38442 10.36 09/13/2023

10.38 Executive Separation and Release Agreement dated June 4, 2024 by and between Ibex Global Solutions, Inc.

and Jeff rey Cox

10.39 Contractor Agreement dated June 4, 2024 by and between Ibex Global Solutions, Inc.

and Jeffrey Cox

10.40 Restated Executive Employment Agreement dated July 1, 2020 by and between Ibex Global Solutions, Inc.

and Bruce Dawson

Form of Officer Indemnity Agreement

Form of First Amendment to Officer Indemnity Agreement

21.1 List of Subsidiaries

23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm

23.2 Consent of BDO LLP, independent registered public accounting firm

31.1 Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act

Incorporated by Reference

Number Description of Document Form File Number Exhibit Filing

Date Filed or

31.2 Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act

32.1 Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

97 C ompensation Recoupment (Clawback) Policy

101.INS Inline XBRL Instance Document X

1 unchanged sentence

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

Incorporated by Reference

Number Description of Document Form File Number Exhibit Filing

Date Filed or

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

6 unchanged sentences

The Company hereby agrees to furnish supplementally a copy of all omitted schedules to the SEC upon request.

* Corrected version of a previously filed exhibit (previously filed October 14, 2021 as Exhibit 10.40)

FORM 10-K SUMMARY

5 unchanged sentences

September 12, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

18 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures