What changed in this filing

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Item 9A. Controls and Procedures

2025-09-11 compared with 2024-09-12 · 42 added, 95 removed, 156 unchanged (47% of the section changed)

16 unchanged sentences

Changes in 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.

There have been 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.

OTHER INFORMATION

During the three months ended June 30, 2024, the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated (including by modification) a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K, as follows:

On June 14, 2024 , Mr.

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.

(b) Trading Plans

During the three months ended June 30, 2025, none of the Company’s directors or Section 16 officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated (including by modification) a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

6 unchanged sentences

We intend to disclose future amendments to certain provisions of the Code, and waivers of the Code granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver.

We have also adopted a securities trading policy governing the purchase, sale and other dispositions of our securities that applies to our directors, officers, employees and other covered persons.

We believe that our securities trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards applicable to us.

Our securities trading policy is filed as Exhibit 19.1 to this Form 10-K.

EXECUTIVE COMPENSATION

35 unchanged sentences

F-1 333-239821 10.2 07/10/2020

10.3# Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

F-1 333-239821 10.3 07/10/2020

10.4 First Amendment, dated May 21, 2014, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

F-1 333-239821 10.4 07/10/2020

10.5 Second Amendment, dated October 2, 2014, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

F-1 333-239821 10.5 07/10/2020

10.6 Third Amendment, dated February 23, 2015, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

F-1 333-239821 10.6 07/10/2020

10.7 Fourth Amendment, dated June 19, 2015, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A..

F-1 333-239821 10.7 07/10/2020

10.8# Fifth Amendment, dated June 26, 2015, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

F-1 333-239821 10.8 07/10/2020

Incorporated by Reference

1 unchanged sentence

Date Filed or

10.9 Sixth Amendment, dated June 30, 201 6 , to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

F-1 333-239821 10.9 07/10/2020

10.10 Seventh Amendment, dated November 7, 2016, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

F-1 333-239821 10.10 07/10/2020

10.11 Eighth Amendment, dated November 18, 2016, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

F-1 333-239821 10.11 07/10/2020

10.12 Ninth Amendment, dated January 22, 2018, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

F-1 333-239821 10.12 07/10/2020

10.13 Tenth Amendment, dated December 1, 2018, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

F-1 333-239821 10.13 07/10/2020

10.14 Eleventh Amendment, dated April 26, 2019, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

F-1 333-239821 10.14 07/10/2020

10.15 Twelfth Amendment, dated May 31, 2019, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

F-1 333-239821 10.15 07/10/2020

10.16 Thirteenth Amendment, dated April 15, 2020, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and between TRG Customer Solutions, Inc.

and PNC Bank, N.A.

20-F 001-38442 4.14 10/23/2020

10.17 Fourteenth Amendment, dated March 2, 2021, to the Revolving Credit and Security Agreement, dated November 8, 2013, by and among Ibex Global Solutions, Inc., Digital Globe Services, LLC, TelSatOnline, LLC, 7 Degrees, LLC, and PNC Bank, N.A.

20-F 001-38442 4.17 10/14/2021

Incorporated by Reference

Number Description of Document Form File Number Exhibit Filing

Date Filed or

10.18# Fifteenth Amendment, dated September 30, 2021, to the Revolving Credit and Security Agreement, dated November 8,2013, by and among Ibex Global Solutions, Inc., Digital Globe Services, LLC, TelSatOnline, LLC, 7 Degrees, LLC, iSky, LLC and PNC Bank, N.A.

20-F 001-38442 4.18 10/14/2021

10.19# Sixteenth Amendment, dated June 1, 2022 to the Revolving Credit and Security Agreement, dated November 8, 2013 by and among Ibex Global Solutions, Inc., Digital Globe Services, LLC, TelSatOnline, LLC, 7 Degrees, LLC, iSky, LLC and PNC Bank, N.A .

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.

20-F 001-38442 4.19 10/14/2021

10.22 Collateral Pledge Agreement, dated September 30, 2021, by and between Digital Globe Services, LLC, and PNC Bank, N.A.

20-F 001-38442 4.20 10/14/2021

10.23 Trademark Security Agreement, dated September 30, 2021, by and among Ibex Global Solutions, Inc., iSky, LLC and PNC Bank, N.A.

20-F 001-38442 4.21 10/14/2021

10.3# Second Amended and Restated Warrant, dated November 13, 2017, issued to Amazon.com NV Investment Holdings LLC (amended December 28, 2018)

3 unchanged sentences

10.5* 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)

10-K 001-38442 10.26 09/12/2024

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

5 unchanged sentences

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

10.30.1^

Ibex Global Solutions (Philippines) Inc.

19 unchanged sentences

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

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

Incorporated by Reference

Number Description of Document Form File Number Exhibit Filing

Date Filed or

10.16 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-K 001-38442 10.38 09/12/2024

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

and Bruce Dawson

10-K 001-38442 10.40 09/12/2024

10.18 Executive Employment Agreement dated August 1, 2023 by and between Ibex Global Solutions, Inc.

and Taylor Greenwald

10-Q 001-38442 10.10 11/09/2023

Form of Officer Indemnity Agreement

10-K 001-38442 10.41 09/12/2024

Form of First Amendment to Officer Indemnity Agreement

10-K 001-38442 10.42 09/12/2024

10.21# Credit Agreement, dated as of October 29, 2924, by and among Ibex Global Solutions, Inc., Ibex Limited, Ibex Global Limited, the other borrowers party thereto from time to time, the guarantors party thereto from time to time, the lenders party thereto from time to time and HSBC Bank USA, National Associations, as Administrative Agent

8-K 001-38442 10.1 11/04/2024

10.22A Revolving Loan Agreement, dated as of 22 October 2024, by and between HSBC Bank Middle East Limited and Ibex Global FZ-LLC

8-K 001-38442 10.2A 11/04/2024

10.23B Facility Offer Letter, dated as of 22 October 2024, by and between HSBC Bank Middle East Limited and Ibex Global FZ-LLC

8-K 001-38442 10.2B 11/04/2024

10.23C General Terms and Conditions of the HSBC Bank Middle East Limited

8-K 001-38442 10.2C 11/04/2024

10.23D Letter of Deviation, dated as of 22 October 2024, by and between HSBC Bank Middle East Limited and Ibex Global FZ-LLC

8-K 001-38442 10.2D 11/04/2024

10.24 First Amendment to the Facility Offer Letter, dated 22 May 2025, by and between HSBC Bank Middle East Limited and Ibex Global FZ-LLC

10.25 Executive Employment Agreement dated September 1, 2024 by and between Ibex Global Solutions, Inc.

and Andreas Wilkens

10-Q 001-38442 10.1 11/07/2024

10.26 Call Option Agreement, dated November 19, 2024, by and between the Company and TRGI

8-K 001-38442 10.1 11/20/2024

19.1 Ibex Limited Insider Trading Policy

21.1 List of Subsidiaries

6 unchanged sentences

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

97 Compensation Recoupment (Clawback) Policy

10-K 001-38442 97 09/12/2024

101.INS Inline XBRL Instance Document X

27 unchanged sentences

Daniella Ballou-Aares Director September 11, 2025

/s/ Karen Batungbacal

Karen Batungbacal Director September 11, 2025

/s/ Fiona Beck

2 unchanged sentences

John Jones Director September 11, 2025

/s/ Shuja Keen

Shuja Keen Director September 12, 2024

/s/ Gerard Kleisterlee

Gerard Kleisterlee Director September 12, 2024

/s/ John Leone

John Leone Director September 12, 2024

/s/ Patrick McGinnis

Patrick McGinnis Director September 11, 2025

/s/ Mingzhe (JJ) Zhuang

Mingzhe (JJ) Zhuang Director September 11, 2025

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