IBEX Ltd 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS IBEX LIMITED Page Report of Independent Registered Public Accounting Firm ( Deloitte & Touche LLP , Tampa, Florida ; PCAOB ID Number 34 ) 64 Consolidated B alance Sheets 65 Consolidated Statements of Comprehensive Income 66 Consolidated Statements of Stockholders’ Equity 67 Consolidated Statements of Cash Flows 68 Notes to the Consolidated Financial Statements 69 63 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of IBEX Limited Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of IBEX Limited and subsidiaries (the "Company") as of June 30, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended June 30, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we expres s no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP Tampa, Florida September 11, 2025 We have served as the Company's auditor since 2021. 64 Table of Contents IBEX LIMITED AND SUBSIDIARIES Consolidated Balance Sheets (in thousands, except share data) June 30, 2025 June 30, 2024 Assets Current assets Cash and cash equivalents $ 15,350 $ 62,720 Accounts receivable, net of allowance of $ 232 and $ 72 117,136 98,366 Prepaid expenses 9,443 7,712 Due from related parties 40 192 Tax advances and receivables 1,522 9,080 Other current assets 2,128 1,888 Total current assets 145,619 179,958 Non-current assets Property and equipment, net 32,563 29,862 Operating lease assets 62,276 59,145 Goodwill 11,832 11,832 Deferred tax asset, net 7,163 4,285 Other non-current assets 13,762 8,822 Total non-current assets 127,596 113,946 Total assets $ 273,215 $ 293,904 Liabilities and stockholders' equity Current liabilities Accounts payable and accrued liabilities $ 18,692 $ 16,719 Accrued payroll and employee-related liabilities 38,588 30,674 Current deferred revenue 5,498 4,749 Current operating lease liabilities 14,332 12,051 Current debt 823 660 Due to related parties 22 60 Income taxes payable 1,986 6,083 Total current liabilities 79,941 70,996 Non-current liabilities Non-current deferred revenue 1,130 1,128 Non-current operating lease liabilities 53,804 53,441 Long-term debt 796 867 Other non-current liabilities 3,235 1,673 Total non-current liabilities 58,965 57,109 Total liabilities 138,906 128,105 Commitments (Note 9) Stockholders' equity Common stock: par value $ 0.0001 , 108,057,967 shares authorized, 13,357,990 and 17,017,476 shares outstanding as of June 30, 2025 and 2024, respectively 1 2 Additional paid-in capital 218,241 210,200 Treasury stock at cost: 5,515,403 and 1,567,552 shares as of June 30, 2025 and 2024, respectively ( 103,338 ) ( 25,367 ) Accumulated other comprehensive loss ( 6,336 ) ( 7,913 ) Retained earnings / (deficit) 25,741 ( 11,123 ) Total stockholders' equity 134,309 165,799 Total liabilities and stockholders' equity $ 273,215 $ 293,904 See accompanying notes to consolidated financial statements. 65 Table of Contents IBEX LIMITED AND SUBSIDIARIES Consolidated Statements of Comprehensive Income (in thousands, except share data) Year Ended June 30, 2025 2024 2023 Revenue $ 558,273 $ 508,569 $ 523,118 Cost of services (exclusive of depreciation and amortization presented separately below) 385,692 356,536 374,992 Selling, general and administrative 108,738 93,143 88,663 Depreciation and amortization 17,232 19,461 18,985 Total operating expenses 511,662 469,140 482,640 Income from operations 46,611 39,429 40,478 Interest income 955 2,071 640 Interest expense ( 1,634 ) ( 514 ) ( 792 ) Income before income taxes 45,932 40,986 40,326 Provision for income tax expense ( 9,068 ) ( 7,331 ) ( 8,744 ) Net income $ 36,864 $ 33,655 $ 31,582 Other comprehensive income Foreign currency translation adjustments $ 1,114 $ ( 1,623 ) $ ( 2,234 ) Unrealized gain / (loss) on cash flow hedging instruments, net of tax 775 ( 111 ) 515 Actuarial (loss) / gain on defined benefit plan ( 312 ) 133 ( 31 ) Total other comprehensive income / (loss) 1,577 ( 1,601 ) ( 1,750 ) Total comprehensive income $ 38,441 $ 32,054 $ 29,832 Net income per share Basic $ 2.51 $ 1.90 $ 1.74 Diluted $ 2.36 $ 1.84 $ 1.67 Weighted average common shares outstanding Basic 14,678 17,704 18,200 Diluted 15,725 18,255 18,893 See accompanying notes to consolidated financial statements. 66 Table of Contents IBEX LIMITED AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity (in thousands) Common shares Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive Income / (Loss) Retained Earnings / (Deficit) Total Stockholders' Equity Shares Amount Amount Balance, June 30, 2022 18,247 $ 2 $ ( 3,406 ) $ 197,785 $ ( 4,562 ) $ ( 76,360 ) $ 113,459 Net income for the period ended June 30, 2023 — — — — — 31,582 31,582 Foreign currency translation adjustment — — — — ( 2,234 ) — ( 2,234 ) Changes in fair value of cash flow hedges — — — — 515 — 515 Purchase of treasury shares ( 18 ) — ( 276 ) — — — ( 276 ) Changes in defined benefit plan — — — — ( 31 ) — ( 31 ) Forfeiture of restricted common shares ( 72 ) — — — — — — Provision for common stock warrants — — — 1,090 — — 1,090 Issue of common shares related to option issuances 123 — — 2,053 — — 2,053 Stock based compensation expense — — — 3,806 — — 3,806 Balance, June 30, 2023 18,280 $ 2 $ ( 3,682 ) $ 204,734 $ ( 6,312 ) $ ( 44,778 ) $ 149,964 Net income for the period ended June 30, 2024 — — — — — 33,655 33,655 Foreign currency translation adjustment — — — — ( 1,623 ) — ( 1,623 ) Changes in fair value of cash flow hedges — — — — ( 111 ) — ( 111 ) Purchase of treasury shares ( 1,322 ) — ( 21,685 ) — — — ( 21,685 ) Changes in defined benefit plan — — — — 133 — 133 Provision for common stock warrants — — — 1,183 — — 1,183 Issue of common shares related to option issuances 59 — — 366 — — 366 Stock based compensation expense — — — 3,917 — — 3,917 Balance, June 30, 2024 17,017 $ 2 $ ( 25,367 ) $ 210,200 $ ( 7,913 ) $ ( 11,123 ) $ 165,799 Net income for the period ended June 30, 2025 — — — — — 36,864 36,864 Foreign currency translation adjustment — — — — 1,114 — 1,114 Changes in fair value of cash flow hedges — — — — 775 — 775 Purchase of treasury shares ( 3,948 ) ( 1 ) ( 77,971 ) — — — ( 77,972 ) Changes in defined benefit plan — — — — ( 312 ) — ( 312 ) Issue of common shares related to option issuances 289 — — 4,307 — — 4,307 Stock based compensation expense — — — 3,734 — — 3,734 Balance, June 30, 2025 13,358 $ 1 $ ( 103,338 ) $ 218,241 $ ( 6,336 ) $ 25,741 $ 134,309 See accompanying notes to consolidated financial statements. 67 Table of Contents IBEX LIMITED AND SUBSIDIARIES Consolidated Statements of Cash Flows (in thousands) Year Ended June 30, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 36,864 $ 33,655 $ 31,582 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 17,232 19,461 18,985 Noncash lease expense 13,378 13,205 14,456 Warrant contra revenue — 1,183 1,090 Deferred income tax ( 2,877 ) 344 4,529 Stock-based compensation expense 5,432 3,765 4,606 Allowance of expected credit losses 514 33 295 Impairment losses 1,429 1,532 — Loss on lease terminations — — 251 Gain on sale of subsidiaries — — ( 246 ) Change in assets and liabilities: Increase in accounts receivable ( 19,262 ) ( 12,068 ) ( 12,297 ) Decrease / (increase) in prepaid expenses and other current assets 361 ( 7,517 ) 1,467 Increase / (decrease) in accounts payable and accrued liabilities 6,248 ( 2,246 ) ( 3,753 ) Increase / (decrease) in deferred revenue 752 ( 1,919 ) ( 4,797 ) Decrease in operating lease liabilities ( 14,403 ) ( 13,528 ) ( 14,309 ) Net cash inflow from operating activities 45,668 35,900 41,859 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment ( 18,375 ) ( 8,855 ) ( 18,952 ) Cash outflow from sale of subsidiaries, net of cash received — — ( 85 ) Net cash outflow from investing activities ( 18,375 ) ( 8,855 ) ( 19,037 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from line of credit 82,710 238 43,448 Repayments of line of credit ( 82,710 ) ( 291 ) ( 54,597 ) Repayment of debt — — ( 3,795 ) Proceeds from the exercise of options 4,307 366 2,053 Principal payments on finance leases ( 953 ) ( 490 ) ( 447 ) Purchase of treasury shares ( 78,014 ) ( 21,556 ) ( 276 ) Net cash outflow from financing activities ( 74,660 ) ( 21,733 ) ( 13,614 ) Effects of exchange rate difference on cash and cash equivalents ( 3 ) ( 21 ) ( 610 ) Net (decrease) / increase in cash and cash equivalents ( 47,370 ) 5,291 8,598 Cash and cash equivalents at beginning of the year 62,720 57,429 48,831 Cash and cash equivalents at end of the year $ 15,350 $ 62,720 $ 57,429 Supplemental cash flow disclosures Cash paid for interest $ 1,634 $ 514 $ 152 Cash paid for income taxes $ 11,952 $ 7,688 $ 4,283 Supplemental non-cash disclosures Change in accounts payable related to fixed assets $ 384 $ ( 548 ) $ ( 621 ) See accompanying notes to consolidated financial statements. 68 Table of Contents IBEX LIMITED AND SUBSIDIARIES Notes to the Consolidated Financial Statements (in thousands, except share data) 1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES OVERVIEW IBEX Limited (“IBEX” and together with its subsidiaries, the “Company,” “ibex,” “we,” “us,” or “our”) was incorporated on February 28, 2017 in Hamilton, Bermuda. Our registered office in Bermuda is Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda. On August 7, 2020, the Company was admitted to trade on the Nasdaq Global Market under the ticker symbol “IBEX.” The Company is an end-to-end provider of technology-enabled customer lifecycle experience (“CLX”) solutions. Through the Company’s integrated CLX platform, a comprehensive portfolio of solutions is offered to optimize customer acquisition, engagement, expansion and experience for clients. The Company leverages sophisticated technology and proprietary analytics, in combination with its global footprint and business process outsourcing expertise, to protect and enhance clients’ brands. The Company manages interactions with consumers on behalf of clients through an omni-channel approach, using voice, web, chat and email. Our Connect business lies at the core of our offerings and generates the majority of the Company’s revenue. This business unit delivers differentiated customer service (assisting our clients’ customers with information about our clients and their products or services), technical support (providing specialized teams to provide information, assistance and technical guidance to our clients’ customers on a specific product or service), revenue generation (upselling and cross selling) and other value-added outsourced back office services (finance and accounting, marketing support, sales operations, and human resources administration) to our clients. We deploy these capabilities through a true omni-channel customer experience (“CX”) model, which integrates voice, email, chat, SMS, social media and other communication applications. In addition, our ibex Digital suite of solutions works with consumer-facing businesses to help them build, grow and scale technology-driven customer acquisition solutions, while helping drive digital transformation. We offer digital marketing, e-commerce technology, and platform solutions for our clients, helping them build new customer acquisition channels, increase acquired customers, and often do both at a reduced cost. We also have a small suite of what we call CX services which measures, monitors and manages our clients’ holistic customer experiences. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for the fiscal years ended June 30, 2025, 2024, and 2023 and include the financial results of all wholly-owned subsidiaries. When the Company does not have majority ownership in an entity but exerts significant influence over that entity, the Company accounts for the entity under the equity method of a ccounting. All intercompany balances and transactions have been eliminated in consolidation. The Company consolidates variable interest entities ("VIE"), when it is deemed to be the primary beneficiary. The Company is considered the primary beneficiary if it has both (1) the power to direct the activities that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb significant losses of the VIE or the right to receive significant benefits from the VIE. Use of estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Significant items subject to such estimates and assumptions include useful lives for property and equipment; impairment of long-lived assets, operating lease assets and liabilities, goodwill, and other intangible assets; allowance for credit 69 Table of Contents losses; valuation allowances for deferred tax assets and other receivables; fair value of stock-based compensation, warrants, and derivatives, and legal provisions. The Company bases its estimates on historical experience and other assumptions it believes are reasonable, including the use of outside experts as necessary, and updates these estimates on an ongoing basis and as new events occur, more experience is acquired and/or more information is obtained. Actual results could differ materially from these estimates. Foreign currency matters These financial statements are presented in U.S. dollars, which is the functional and presentation currency of IBEX Limited. Certain of the Company’s subsidiaries have a functional currency other than the U.S. dollar. The assets and liabilities of these subsidiaries are translated into U.S. dollars at period-end exchange rates. Income and expense items are translated at the monthly average exchange rates during the period in which the items occur. Translation gains and losses are recorded in accumulated other comprehensive income (loss) ("AOCI"), a component of stockholders' equity, and included in net earnings only upon sale or liquidation of the underlying foreign subsidiary or affiliated company. Foreign currency transaction gains and losses are recognized in selling, general and administrative expense and are based on differences between foreign exchange rates on the transaction date and on the settlement date. Revenue recognition The Company recognizes revenues for services for which control has transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised services. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract. The Company considers a performance obligation satisfied as it provides services to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the service. Revenues from contact center services, which consist of customer service, technical support and other value-added outsourced back-office services, are recognized as the services are performed on the basis of the number of billable minutes or hours, contractual rates, and other contractually agreed metrics, if applicable. Certain of our client contracts include bonus and penalty provisions. Revenues related to training that occurs upon commencement of a new client contract or statement of work are deferred and recognized on a straight-line basis over the estimated life of the client program, as it is not considered to have a standalone value to the customer. The related expenses are expensed as incurred. Revenues are recognized over time as performance obligations are satisfied and in the period in which the Company has a right to invoice, net of discounts, incentives, and/or penalties as per contractual terms. Bonuses and penalties accrue for the current billing period and do not depend on future performance. In some cases, we may estimate these bonuses or penalties using the “most likely amount” method based on actual data and historical experience. Revenues from digital services are recognized at a point in time upon the successful consumer activation or purchase of clients’ services. We utilize third parties in the satisfaction of this performance obligation; however, because we retain control over these third parties and are solely responsible for the risk and reward associated with this performance obligation, we have determined that we are the principal in these transactions and therefore recognize revenue on a gross basis. Revenues from CX software-as-a-service products are recognized over time based on the term of the subscription. Set-up fees to customize the customer experience solution for client’s specific needs are deferred and recognized on a straight-line basis over the term of the subscription. Revenues related to additional consulting services are recognized over the period as the related services are performed on a per hour basis. All of our contracts include the right to invoice for services on a monthly basis. None of our contracts include significant termination penalties, and generally may be terminated for convenience at any time with a short notice period (generally 30 to 120 days). 70 Table of Contents The Company generally does not incur significant upfront costs to fulfill or obtain a contract that would qualify for capitalization under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . Cash and cash equivalents Cash and cash equivalents includes highly liquid investments with initial maturities of three months or less and include money market funds. The carrying value of cash and cash equivalents approximates fair value because of the short-term maturity of those instruments. The majority of the Company’s cash and cash equivalents are deposited with financial institutions located in the U.S. and may at times exceed insured limits. Trade receivables Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the statements of cash flows. In accordance with Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) , the Company estimates its credit losses using the lifetime expected credit loss model. The allowance for credit losses is calculated quarterly based on the Company’s historical loss percentages, net of recoveries. In addition to the evaluation of historical losses, the Company considers current and future economic conditions and events such as changes in customer credit quality and liquidity. The Company will write-off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Concentration of credit risk The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and derivative instruments. Historically, the losses related to credit risk have been immaterial. The Company regularly monitors its credit risk to mitigate losses. The Company evaluates the creditworthiness of its clients prior to and throughout the life of the client relationship. The Company does not believe it is exposed to more than a nominal amount of credit risk in its derivative instruments as all of its counterparties are investment-grade financial institutions. Tax advances and receivables Tax advances and receivables consist primarily of refundable sales and use taxes and income tax prepayments. Other assets Other current assets and other non-current assets consist primarily of refundable security deposits, loans and advances receivable, and derivative assets. Property and equipment, net Property and equipment and assets leased under financing leases are carried at cost at the acquisition date and are depreciated using the straight-line method over their estimated useful lives as follows: Property and equipment Useful economic life Leasehold improvements Lesser of life of the asset or expected lease term Furniture, fixture and office equipment 3 - 5 years Computer equipment and software 3 years Vehicles 3 - 5 years 71 Table of Contents Property and equipment assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed by a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying value of the asset, an impairment loss is recognized to the extent its carrying value exceeds its estimated fair value. There were no impairment losses recognized during the years ended June 30, 2025 or 2023. We recognized impairment losses of $ 1.3 million related to certain assets at two of our delivery locations during the year ended June 30, 2024, which was included in selling, general and administrative expense in the consolidated statements of comprehensive income . Leases The Company determines whether an arrangement contains a lease at inception in accordance with the provisions of ASC 842, Leases. Operating leases are included in operating lease assets and current and non-current operating lease liabilities, and assets leased under finance leases are included in property and equipment, net and current and long-term debt in the consolidated balance sheets. Operating lease assets represent the Company’s right to use an underlying asset for the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating leases with initial terms in excess of twelve months are recognized at the commencement date based on the present value of lease payments over the lease term. The operating lease asset is adjusted for lease incentives, prepaid lease payments and initial direct costs. Operating lease expense is recognized on a straight-line basis over the lease term in cost of services or selling, general and administrative expense, as applicable. The Company has lease agreements for office space with lease and non-lease components. The Company has elected to combine lease and non-lease components. Certain of the Company’s lease agreements include rental payments that adjust periodically based on an index or rate, generally the applicable Consumer Price Index. The operating lease liability is measured using the prevailing index or rate at the measurement date (i.e., the commencement date). Incremental payments due to changes to the index- and rate-based lease payments are expensed as incurred. For purposes of calculating operating lease liabilities, the lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. The Company’s capital investment, relationships with clients serviced at the site, and employee recruitment potential are some of the factors it considers when determining whether it will exercise its option to extend a lease. The Company determines the incremental borrowing rates based on information available at the lease commencement date. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Interest on finance leases is included in interest expense in the consolidated statements of comprehensive income. We apply judgment in estimating the incremental borrowing rate including considering the term of the lease, the currency in which the lease is denominated, and the impact of collateral and our credit risk on the rate. The Company has elected the short-term lease recognition exemption for all asset classes. Leases with a term of twelve months or less are expensed as incurred in the consolidated statements of comprehensive income as cost of services or selling, general and administrative expense as applicable. For finance leases, the right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The right of use asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term. The lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective interest method. 72 Table of Contents There were no impairment losses recognized during the years ended June 30, 2025 or 2023. We recognized impairment losses of $ 0.3 million related to one of our operating leases during the year ended June 30, 2024, which was included in selling, general and administrative expense in the consolidated statements of comprehensive income. Goodwill Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired. Goodwill is not amortized but is tested for impairment at the reporting unit level, on an annual basis or more frequently, if events occur or circumstances change indicating potential impairment. The Company annually tests goodwill for impairment on June 30. In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Qualitative factors that the Company considers include, but are not limited to, macroeconomic and industry conditions, overall financial performance and other relevant entity-specific events. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a quantitative goodwill impairment test to identify potential goodwill impairment and measures the amount of goodwill impairment it will recognize, if any. In the quantitative goodwill impairment test, the Company compares the estimated fair value of the reporting unit with its related carrying value. If the estimated fair value exceeds the carrying amount, no further analysis is needed. If, however, the reporting unit’s estimated fair value is less than its carrying amount, the Company records an impairment for the difference between the estimated fair value and the carrying value. The Company uses an internally developed discounted cash flow model that includes estimates of projected revenues, expenses and related cash flows based on assumed long-term growth rates and demand trends, expected future investments to grow new units, and estimated discount rates. The Company bases these assumptions on its historical data and experience, industry projections, and micro and macro general economic condition projections and expectations. No impairments were recorded during the years ended June 30, 2025, 2024 or 2023. Other intangible assets The Company has indefinite-lived intangible assets consisting of trademarks. The Company evaluates indefinite-lived intangible assets for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Similar to goodwill, the Company may first use a qualitative analysis to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The qualitative analysis will include a review of changes in economic, market and industry conditions, business strategy, and financial performance, among others, to determine if there would be a significant decline to the fair value of an indefinite-lived intangible asset. If a quantitative analysis is completed, an indefinite-lived intangible asset is evaluated for possible impairment by comparing the fair value of the asset with its carrying value. An impairment charge is recorded if the asset’s carrying value exceeds its estimated fair value. During the year ended June 30, 2025, we determined that the estimated fair value of one of our trademarks no longer exceeded its carrying value. Accordingly, we recognized an impairment loss of $ 0.3 million during the year ended June 30, 2025, which is included in selling, general and administrative expense in the consolidated statements of comprehensive income. No impairments were recorded during the years ended June 30, 2024 or 2023. Other intangible assets are included in other non-current assets on the consolidated balance sheets. Derivatives The Company accounts for financial derivative instruments under ASC 815, Derivatives and Hedging . The Company generally utilizes options with expirations up to 18 months or less to reduce its foreign currency exposure due to exchange rate fluctuations on forecasted operating cash flows denominated in non-functional 73 Table of Contents foreign currencies. In using derivative financial instruments to hedge these exposures, the Company exposes itself to counterparty credit risk. The Company designates these derivatives as cash flow hedges. To qualify for hedge accounting treatment, a derivative must be highly effective in mitigating the designated risk of the hedged item. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedging activities. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective on a prospective and retrospective basis. When it is determined that a derivative has ceased to be a highly effective hedge or if a forecasted hedged item is no longer probable of occurring, or if the Company de-designates a derivative as a hedge, the Company discontinues hedge accounting and records all gains and losses in earnings. For cash flow hedges, the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is reported in AOCI until the hedged transaction affects earnings. At that time, this amount is reclassified from AOCI and recognized within cost of services or selling, general and administrative expenses, or interest expense, as applicable. Cash flows related to derivative contracts are classified within the operating section in the consolidated statements of cash flows. Contingencies The Company is subject to claims and lawsuits filed in the ordinary course of business. Although management does not believe that any such proceedings will have material adverse effect on its consolidated financial position, results of operations, or cash flows, no assurances to that effect can be given based on the uncertainty of litigation and demands of third parties. The Company records a liability for pending litigation and claims where losses are both probable and can be reasonably estimated. Legal fees are expensed as incurred. Employee benefits (a) Defined contribution plans The Company sponsors a 401(k) plan in the U.S. under which the Company makes matching contributions for eligible employees up to 4 % of compensation. All Company matching contributions are immediately vested. The Company operates defined contribution plans in other countries as allowed or required by law. For the years ending June 30, 2025, 2024, and 2023, the Company incurred plan expenses of $ 1.6 million, $ 1.4 million, and $ 1.2 million, respectively, which is recorded in selling, general and administrative expenses. (b) Defined benefit plan The Company records amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. Remeasurement changes are reflected in AOCI. Current service costs are recorded in the period to which they relate. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees. The Company reviews and adjusts its assumptions annually based on current rates and trends. The Company believes that the assumptions utilized in recording its obligation under the plan are reasonable based on its experience and market conditions. As of June 30, 2025 and 2024, defined benefit obligations of $ 2.0 million and $ 1.3 million, respectively, were included in other non-current liabilities in the consolidated balance sheets, and amounts recognized in net income for the years ended June 30, 2025, 2024, and 2023 were $ 0.3 million, $ 0.3 million, and $ 0.4 million, respectively. 74 Table of Contents Stock-based compensation plans The Company accounts for its stock-based awards in accordance with provisions of ASC 718, Compensation - Stock Compensation . The Company calculates the fair value of option awards using the Black-Scholes model. The Company has certain restricted stock units with service and market conditions (the TSR Awards) and calculates the fair value of these awards using a Monte Carlo model. For equity-classified awards, total compensation cost is based on the grant date fair value. For liability-classified awards, total compensation cost is based on the fair value of the award on the date the award is granted and is subsequently re-measured at each reporting date until settlement. The Company recognizes stock-based compensation expense over the requisite vesting period using a graded vesting model. Awards to employees and directors may contain service, performance and/or market vesting conditions. For unvested awards with performance conditions, the Company assesses the probability of attaining the performance conditions at each reporting period. Awards that are deemed probable of attainment are recognized in expense over the requisite service period. The Company accounts for forfeitures as they occur. Warrant to purchase common shares The Company accounts for a warrant to purchase its common shares as an equity instrument in accordance with the provisions of ASU No. 2019-08, Compensation – Stock Compensation (Topic 718) and ASC 606, which requires entities to measure and classify stock-based payment awards granted to a customer by applying the guidance under Topic 718, as of January 1, 2019. On the grant date, the Company measured the warrant using a Black-Scholes option pricing model. There was no immediate vesting upon execution of the warrant. Contra-revenue and equity are recorded as revenue is recognized. The Company has elected a policy to estimate forfeitures for non-employee equity grants. At each reporting period, the Company assesses the likelihood of additional vesting in accordance with service or performance conditions included in the warrant terms. The vesting period ended June 30, 2024. Income taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are also recognized for the estimated future effects of tax loss carry forwards. The effect of changes in tax rates on deferred taxes is recognized in the period in which the enactment dates change. We recognize deferred tax assets to the extent that we determine that these assets are more likely than not to be realized. In making such a determination, we consider the available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. The Company records valuation allowances against its deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. If we determine that we are able to realize our deferred tax assets in the future in excess of their net recorded amount, we will make an adjustment to the valuation allowance. We record uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that met the more likely than not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We recognize interest and penalties related to uncertain tax positions in income tax expense in the consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheets. 75 Table of Contents Share repurchase programs The Company’s board of directors (the “Board”) may authorize share repurchases of the Company’s common shares. Purchases made pursuant to these authorizations may be carried out through open market transactions, negotiated purchases or otherwise, at times and in such amounts as the Company deems appropriate. Shares repurchased under such authorizations are held in treasury for general corporate purposes, including issuances under various employee stock-based award plans. When Company shares are repurchased, the amount of the consideration paid (including directly attributable costs, net of any tax effects) is recognized as a deduction of additional paid in capital. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are subsequently sold or reissued, the amount received is recognized as an increase in additional paid in capital, and any resulting surplus or deficit on the transaction is reclassified to accumulated deficit. The Board will review any authorized repurchase program periodically and may authorize adjustment of its terms and size, and suspend or discontinue the program. The Company has funded and expects to fund future repurchases with its existing cash balance. The share repurchase programs do not obligate the Company to acquire any particular amount of common shares. See Note 14. “Stockholders’ Equity” for more information on share repurchases. Equity method investment The Company uses the equity method to account for its investment in a company if the investment provides the Company with the ability to exercise significant influence over, but not control of, the operating and financial policies of the investee. The Company’s consolidated net income includes the Company’s proportionate share of the net income or loss of the investee. The Company’s judgment regarding the level of influence over its equity method investee includes considering key factors such as the Company’s ownership interest, representation on the Board and participation in policy-making decisions of the investee and material intercompany transactions. The Company has elected to classify distributions from its investee based on the cumulative earnings approach. See Note 17. “Investment in Joint Venture” for more information. Variable Interest Entity During February 2025 and in connection with our strategic expansion into India, the Company entered into an agreement with Safeguard, LLC and its controlled affiliate (collectively, “Safeguard"), an unrelated provider of Business Process Outsourcing ("BPO") services. The Company has a variable interest in Safeguard due to Safeguard's lack of sufficient equity. The Company’s variable interest includes certain lease guaranty and exposure to certain severance payment obligations for Safeguard employees servicing ibex's account. Management determined that ibex is not the primary beneficiary as ibex does not have the power to direct or control the activities which most significantly affect Safeguard's financial performance (such as engaging new clients, expanding its offerings, and engaging in financing activities, among others). Accordingly, the Company is not required to consolidate the results of Safeguard. The Company's primary risk of involvement with Safeguard is the loss of its investment and certain obligations that may be due in the event of early termination of the contract. The Company’s investment, which is considered its maximum exposure to loss, of $ 1.6 million at June 30, 2025 is included in prepaid expenses and other non-current assets in the consolidated balance sheets. As of June 30, 2025, the Company also had a refundable lease deposit of $ 0.4 million and accrued expenses of $ 0.3 million for services received during the fiscal year, which are included in other non-current assets and accounts payable and accrued liabilities, respectively, in the consolidated balance sheets. Amounts related to early termination of the contract cannot be reasonably estimated as of June 30, 2025. The Company believes that the possibility of a loss is remote. For the fiscal year ended June 30, 2025, the Company did not provide any financial support to Safeguard other than its contractual commitments. 76 Table of Contents Cloud Computing Software Implementation Costs The Company incurs costs to implement cloud computing arrangements that are hosted by a third-party vendor. In accordance with ASC 350-40, Goodwill and Other, Internal-Use Software , for cloud computing arrangements that meet the definition of a service contract, the Company capitalizes qualifying implementation costs incurred during the application development stage in prepaid expenses and other non-current assets. Capitalized costs are primarily comprised of third-party consulting fees, direct labor, and related expenses. Capitalization of these costs concludes once the project is substantially complete and the software is ready for the Company's intended use. Once available for its intended use, the capitalized costs will be amortized on a straight-line basis over the term of the associated hosting arrangement including periods covered by an option to extend, and are included in selling, general and administrative expenses in the consolidated statements of comprehensive income. Costs related to data conversion, overhead, general and administrative activities, maintenance, and training are expensed as incurred. The Company capitalized $ 1.2 million and $ 3.5 million during the years ended June 30, 2025 and 2024, respectively. Other post-employment benefits During the year ended June 30, 2025, the Company incurred approximately $ 0.6 million in severance costs for certain positions that it considered redundant, which are primarily recorded in selling, general and administrative expense in the consolidated statements of comprehensive income. During the year ended June 30, 2024, the Company incurred approximately $ 1.6 million in severance costs, of which $ 1.4 million is recorded in selling, general and administrative expense and $ 0.2 million is recorded in cost of services in the consolidated statements of comprehensive income. As of June 30, 2025 and 2024, the Company had accrued $ 0.6 million and $ 0.8 million, respectively, of these costs, which are included in accrued payroll and employee-related liabilities in the consolidated balance sheets. Emerging Growth Company The Company currently qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Accordingly, the Company has the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies pursuant to Section 13(a) of the Exchange Act. The Company has elected to use the extended transition period until we are no longer an emerging growth company or until we choose to opt out of the extended transition period affirmatively and irrevocably. Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign), and (3) the income tax expense or benefit from continuing operations (separated by federal, state and foreign). This update also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The amendments in ASU No. 2023-09 are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We expect the adoption of this guidance will modify our disclosures, but we do not expect the ASU will have a material impact on our consolidated financial statements. In March 2024, the SEC issued its final climate disclosure rules, which require the disclosure of climate-related information in annual reports and registration statements. The rules require disclosure in the audited financial statements of certain effects of severe weather events and other natural conditions above certain financial thresholds, as well as amounts related to carbon offsets and renewable energy credits or certificates, if material. Disclosure requirements will begin phasing in for fiscal years beginning on or after January 1, 2025. On April 4, 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges. On March 27, 2025, the SEC voted to end its defense of the climate disclosure rules, and on April 24, 205, the U.S. Eighth Circuit Court of Appeals ordered the litigation to be held in abeyance and directed the SEC to indicate within 90 77 Table of Contents days whether the SEC will reconsider or review the climate disclosure rules. On July 23, 2025, the SEC filed a status report with the court, requesting it to terminate the abeyance and resolve the merits of the challenge to the climate disclosure rules. We continue to monitor for any updates and evaluate the impact of the new rules on the disclosures to our consolidated financial statements. Recently adopted accounting pronouncements In November 2023, FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The Company adopted ASU 2023-07 for the fiscal year ended June 30, 2025, with retrospective application to all periods presented in these financial statements. See Note 18, “Segment Information.” 78 Table of Contents 2. REVENUE FROM CONTRACTS WITH CUSTOMERS The majority of the Company’s revenues are derived from contracts with customers who are located in the United States of America (the “United States” or “U.S.”). However, the Company delivers most of its services from regional customer experience delivery centers that are located in geographies outside of the United States. Our global delivery model is built on regional customer experience delivery centers and includes a unique ability to support work-at-home capabilities in any region. The Company generated its revenue from clients based in the United States and other countries as shown below: Year Ended June 30, ($000s) 2025 2024 2023 Revenue United States $ 537,781 $ 493,015 $ 509,170 Other countries 20,492 15,554 13,948 Total $ 558,273 $ 508,569 $ 523,118 The following table presents the breakdown of the Company’s revenues by geographical location, based on where the services are provided for the years ended: Year Ended June 30, ($000s) 2025 2024 2023 Revenue Onshore (United States) $ 136,020 $ 120,153 $ 145,401 Offshore (Philippines, Pakistan, India) 282,289 244,825 221,913 Nearshore (Jamaica, Nicaragua, Honduras) 139,964 143,591 155,804 Total $ 558,273 $ 508,569 $ 523,118 The following table presents the breakdown of the Company’s revenue by pattern of revenue recognition for the years ended: Year Ended June 30, ($000s) 2025 2024 2023 Pattern of Revenue recognition Services transferred over time $ 509,942 $ 477,663 $ 489,942 Services transferred at a point in time 48,331 30,906 33,176 $ 558,273 $ 508,569 $ 523,118 The movement in deferred revenue was as follows: ($000s) June 30, 2025 June 30, 2024 Beginning balance $ 5,877 $ 7,796 Revenue recognized ( 7,294 ) ( 8,509 ) Revenue deferred 8,045 6,590 Ending balance $ 6,628 $ 5,877 79 Table of Contents 3. ACCOUNTS RECEIVABLE AND SIGNIFICANT CLIENT Accounts receivable, net in the accompanying consolidated balance sheets consists of the following: ($000s) June 30, 2025 June 30, 2024 Accounts receivable $ 117,368 $ 98,438 Less: Allowance for credit losses ( 232 ) ( 72 ) Accounts receivable, net $ 117,136 $ 98,366 The Company will write-off accounts receivable against the allowance when it determines a balance is uncollectible. Activity in the Company’s allowance for credit losses consists of the following: ($000s) June 30, 2025 June 30, 2024 Beginning balance $ 72 $ 120 Provision for credit losses 535 93 Reversal of provision for credit losses ( 21 ) ( 60 ) Uncollectible receivables written off ( 354 ) ( 87 ) Effect of foreign exchange — 6 Ending balance $ 232 $ 72 Significant Client During the years ended June 30, 2025 and 2024, the Company had one client that contributed approximately 11 % and 12 % of total revenue, respectively. As of June 30, 2025 and 2024, the accounts receivable from this client was $ 9.2 million and $ 13.6 million, respectively. To limit the Company’s credit risk with its clients, management regularly monitors the aging of customer receivables, maintains allowances for credit losses and may require prepayment for services from certain clients. Based on currently available information, management does not believe significant credit risk exists as of June 30, 2025. 4. PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following: ($000s) June 30, 2025 June 30, 2024 Leasehold improvements $ 37,722 $ 34,421 Furniture & fixtures 33,589 28,842 Computer equipment 87,389 76,283 Software 22,387 21,359 Vehicles 3,534 2,826 Assets under construction 1,818 1,705 Property and equipment, gross $ 186,439 $ 165,436 Less: Accumulated depreciation ( 153,876 ) ( 135,574 ) Property and equipment, net $ 32,563 $ 29,862 80 Table of Contents The following table presents the Company’s total property and equipment, net by geographic location: ($000s) June 30, 2025 June 30, 2024 United States $ 4,954 $ 5,920 Philippines 9,166 5,667 Pakistan 9,820 6,739 Jamaica 5,452 8,659 Other countries 3,171 2,877 Total $ 32,563 $ 29,862 Depreciation expense, which includes depreciation expense for finance lease assets, for the Company was $ 17.2 million, $ 19.5 million, and $ 19.0 million for the years ended June 30, 2025, 2024, and 2023, respectively. 5. LEASES The Company has operating lease obligations primarily for its delivery centers and finance lease obligations primarily for vehicles and other equipment. Leases typically have initial terms of two to 15 years, and may include renewal options if the Company is reasonably certain to exercise such options. The components of lease cost are as follows: Year Ended June 30, ($000s) 2025 2024 2023 Operating lease cost: Operating lease cost $ 19,793 $ 19,753 $ 21,614 Variable lease cost 3,015 2,949 4,127 Short-term lease cost 583 211 — Total operating lease cost $ 23,391 $ 22,913 $ 25,741 Finance lease cost: Amortization of right of use assets $ 963 $ 653 $ 446 Interest on lease liabilities 313 235 143 Total finance lease cost $ 1,276 $ 888 $ 589 The following table presents supplemental balance sheet information related to leases: ($000s) June 30, 2025 June 30, 2024 Operating lease assets $ 62,276 $ 59,145 Operating lease liabilities, current $ 14,332 $ 12,051 Operating lease liabilities, non-current 53,804 53,441 Total operating lease liabilities $ 68,136 $ 65,492 Finance lease assets, net $ 1,776 $ 1,697 Finance lease liabilities, current $ 823 $ 660 Finance lease liabilities, non-current 796 867 Total finance lease liabilities $ 1,619 $ 1,527 81 Table of Contents The following table presents supplemental cash flow information related to leases: Year Ended June 30, ($000s) 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities $ 14,403 $ 13,528 $ 14,309 Operating cash flows paid for interest portion of finance leases $ 313 $ 235 $ 143 Financing cash flows paid for principal portion of finance leases $ 953 $ 490 $ 447 The following table presents supplemental noncash information related to leases: ($000s) June 30, 2025 June 30, 2024 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 23,901 $ 6,069 Finance leases $ 918 $ 1,040 Reduction due to reassessment of lease renewal options Right-of-use assets $ ( 2,426 ) $ ( 3,656 ) Operating lease liabilities $ ( 2,426 ) $ ( 3,689 ) During the year ended June 30, 2025, the Company entered into four significant lease agreements and four significant renewals resulting in noncash operating lease additions of $ 7.9 million and $ 14.8 million, respectively, compared to one significant renewal resulting in noncash operating lease additions of $ 4.0 million during the year ended June 30, 2024. June 30, 2025 June 30, 2024 Weighted average remaining lease term (in years) Operating leases 4.5 5.1 Finance leases 2.0 2.2 Weighted average discount rate Operating leases 10.4 % 10.5 % Finance leases 19.3 % 22.3 % The following table presents the maturities of our lease liabilities as of June 30, 2025: ($000s) Operating Leases Finance Leases Year Ending 2026 $ 19,827 $ 1,039 2027 19,250 668 2028 18,301 210 2029 16,067 — 2030 6,969 — Thereafter 6,968 — Total undiscounted lease payments 87,383 1,917 Less: liability accretion ( 19,247 ) ( 298 ) Total lease liabilities $ 68,136 $ 1,619 82 Table of Contents 6. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The carrying amount of goodwill at both June 30, 2025 and 2024 was $ 11.8 million. During the years ended June 30, 2025 and 2024, the Company performed a qualitative assessment and determined that the estimated fair value of the reporting unit exceeded the carrying value, therefore, no impairment charges were recognized. Other Intangible Assets During the year ended June 30, 2025, we determined that the estimated fair value of one of our trademarks no longer exceeded its carrying value. Accordingly, we recognized an impairment loss of $ 0.3 million during the year ended June 30, 2025, which is included in selling, general and administrative expense in the consolidated statements of comprehensive income. There was no impairment recorded during the year ended June 30, 2024. The carrying amount of indefinite-lived intangible assets (trademarks) at June 30, 2025 and 2024 was $ 0.4 million and $ 0.7 million, respectively, and is included in other non-current assets in the consolidated balance sheets. 7. DERIVATIVES Foreign exchange contracts From time to time, the Company enters into foreign currency exchange contracts, consisting of offsetting foreign exchange option contracts (“collars”), to mitigate foreign exchange fluctuations on the Philippine Peso (“PHP”) within a certain range and on a certain percentage of its PHP operating costs. The collars are designated as cash flow hedges upon inception, in accordance with ASC 815, in order to match the financial results of the hedges with the forecasted transactions. These contracts cover periods commensurate with the expected exposure, generally one to eighteen months . The Company has not experienced any counterparty defaults. The following tables show the notional amount and fair value of our foreign exchange cash flow hedging instruments as of June 30, 2025 and 2024: Settlement date Hedged currency Foreign currency rate Notional amount ($000s) Fair Value ($000s) Foreign currency option contracts - assets July 7, 2025 through September 21, 2026 PHP 55.50 - 60.05 $ 88,887 Fair value as of June 30, 2024 $ — Fair value as of June 30, 2025 $ 724 Settlement date Hedged currency Foreign currency rate Notional amount ($000s) Fair Value ($000s) Foreign currency option contracts - liabilities July 7, 2025 through September 21, 2026 PHP 55.50 - 60.05 $ 88,887 Fair value as of June 30, 2024 $ 335 Fair value as of June 30, 2025 $ — The fair value of the collars is included in other current assets in the consolidated balance sheets as of June 30, 2025, and in accounts payable and accrued liabilities as of June 30, 2024. Changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognized in accumulated other comprehensive income (loss) ("AOCI"). Amounts previously recognized in AOCI are reclassified to cost of services in the periods in which the hedged expenses occur. 83 Table of Contents Refer to Note 14, "Stockholders' Equity" for further details on the change in fair value of our cash flow hedges and the net gain or loss reclassified to earnings from effective hedges during the years ended June 30, 2025, 2024 and 2023. 8. DEBT Debt consists of the following: ($000s) June 30, 2025 June 30, 2024 Debt Finance leases $ 1,619 $ 1,527 Total debt $ 1,619 $ 1,527 Less: Current debt ( 823 ) ( 660 ) Total long-term debt $ 796 $ 867 PNC Credit Facility In November 2013, the Company’s subsidiary, Ibex Global Solutions, Inc. entered into an agreement, as amended, with PNC Bank, National Association (“PNC”), for a revolving credit facility (“PNC Credit Facility”). The PNC Credit Facility provided a maximum revolving advance amount of $ 80 million. The PNC Credit Facility was terminated and repaid in full on October 29, 2024, and replaced by the HSBC Credit Facilities (as defined and described below). In connection with the termination of the PNC Credit Facility, the Company recognized a loss on extinguishment of $ 0.2 million during the year ended June 30, 2025, which is included in interest expense in the consolidated statements of comprehensive income, and in cash paid for interest in the consolidated statements of cash flow. HSBC Credit Facilities The HSBC Credit Facilities consist of the U.S. Credit Facility and the UAE Facilities (as defined and described below and collectively, the “HSBC Credit Facilities”). U.S. Credit Agreement On October 29, 2024 (the "Effective Date"), the Company's subsidiaries, Ibex Global Solutions, Inc. ("Ibex US") and Digital Globe Services, LLC, as borrowers, together with the Company and Ibex Global Limited, as guarantors, and the other loan parties and guarantor parties party thereto from time to time, entered into a credit agreement with HSBC Bank USA, National Association ("HSBC U.S.") (the “U.S. Credit Agreement”), which provides for a $ 25 million secured revolving credit facility (the “U.S. Credit Facility”). The U.S. Credit Facility matures on the earlier of October 29, 2027 and the termination or maturity of the obligations under the UAE Credit Agreement (as defined below). Borrowings under the U.S. Credit Facility bear interest at a per annum rate equal to SOFR plus 2 %, or equal to alternate base rate plus 1 %. The U.S. Credit Facility is secured by substantially all of the assets of Ibex US and its wholly owned subsidiaries and guaranteed by the wholly owned U.S. subsidiaries of Ibex US, with an additional guaranty by the Company and Ibex Global Limited. UAE Credit Agreement On the Effective Date, the Company's subsidiary, Ibex Global FZ-LLC (the “UAE Company”) entered into: (i) a revolving loan agreement (committed) together with (ii) a facility offer letter (“FOL”); (iii) a general terms and conditions applicable to corporate banking credit facilities; and (iv) a letter of deviation (collectively, the “UAE Credit Agreement”), in each case, with HSBC Bank Middle East Limited ("HSBC UAE”). The UAE Credit Agreement provides for a committed $ 50 million post shipment seller revolving loan credit facility (the “UAE Loan Facility”) and a $ 50,000 credit card facility (the “Commercial Card Facility” and collectively with the UAE Loan Facility, the “UAE Facilities”). The final repayment date for the UAE Credit Agreement is two years from 84 Table of Contents the Effective Date. The UAE Loan Facility is secured by the accounts receivable of the UAE Company and an irrevocable and unconditional guarantee provided by the Company in favor of HSBC UAE with respect to all monies and liabilities owing or incurred by the UAE Company to or in favor of HSBC UAE. On May 22, 2025, the FOL was amended to add an additional $ 119,809 to the UAE Facilities for bid and performance bond guarantees issued by HSBC UAE (“Bond Guarantees”). The Bond Guarantees are secured by cash collateral provided by the UAE Company. Borrowings under the UAE Loan Facility bear interest at a per annum rate equal to 3-month term SOFR plus 2 %. The Commercial Card Facility is subject to HSBC UAE’s standard commercial card terms and conditions. The Bond Guarantees are subject to HSBC UAE’s standard commercial terms and conditions. As of June 30, 2025, the Company did not have any outstanding balances on the HSBC Credit Facilities, and had $ 71.4 million of borrowing available under the HSBC Credit Facilities based on eligible collateral. The U.S Credit Agreement and UAE Credit Agreement contain certain financial and non-financial covenants, including, among other things, covenants in respect of a total net leverage ratio, fixed charge coverage ratio, and restrictions on incurring additional debt and liens, making certain restricted payments and investments, engaging in certain transactions with affiliates, and disposal of assets. The Company was in compliance with all debt covenants as of June 30, 2025. In connection with the HSBC Credit Facilities, the Company deferred debt issuance costs of $ 0.9 million, which are included in other current assets and other non-current assets in the consolidated balance sheets as of June 30, 2025. 9. COMMITMENTS As of June 30, 2025, the Company is party to non-cancelable purchase obligations that mainly relate to long term telecommunications contracts and enterprise cloud solutions for the continuing operation of our business. The Company has commitments to pay $ 9.3 million in the next twelve months and $ 6.6 million thereafter related to these contracts. 10. WARRANT On November 13, 2017, and as subsequently amended, the Company issued to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon.com, Inc. (“Amazon”), a 10-year warrant to acquire approximately 1,674,017 common shares (the "warrant shares"), representing 10.0 % of our equity on a fully diluted basis at the time of the warrant’s issuance. The warrant is exercisable at a price per share of $ 9.42 . The warrant provides for net share settlement, that if elected by the holder, will reduce the number of shares issued upon exercise to reflect the net settlement of the exercise price. The warrant is classified as an equity instrument in accordance with ASU No. 2019-08, which was adopted retroactively on July 1, 2020. The Company determined the grant date fair value of the warrant using the Black-Scholes option pricing model. A total of 1,171,812 warrant shares vested on the satisfaction of specified milestones tied to Amazon’s purchase of services from the Company during the vesting period, which ended on June 30, 2024. Amazon is entitled to customary shelf and piggy-back registration rights with respect to the shares issued upon exercise of the warrant. Amazon may not transfer the warrant except to a wholly-owned subsidiary of Amazon. To date, the warrant has not been exercised, expired or cancelled. The Company did not record any warrant contra revenue during the year ended June 30, 2025, and recorded approximately $ 1.2 million and $ 1.1 million during the years ended June 30, 2024 and 2023, respectively. 85 Table of Contents 11. STOCK-BASED COMPENSATION The following tables summarize the components of stock-based compensation expense recognized in the Company’s consolidated statements of comprehensive income, both by line item and by plan: Year ended June 30, ($000s) 2025 2024 2023 Cost of services $ 508 $ 76 $ 298 Selling, general and administrative 4,924 3,689 4,308 Total stock-based compensation expense $ 5,432 $ 3,765 $ 4,606 Year ended June 30, ($000s) 2025 2024 2023 Phantom Stock Plans $ 1,698 $ ( 152 ) $ 800 2018 Restricted Share Plan — — ( 7 ) 2020 Long Term Incentive Plan 3,734 3,917 3,813 Total stock-based compensation expense $ 5,432 $ 3,765 $ 4,606 Phantom Stock Plans In 2018, the Company adopted phantom stock plans (“Phantom Stock Plans”) in certain of its operating countries, which provide for grants of “phantom stock options” to certain executive officers and employees in those countries. Each phantom stock option provides the participant with a contractual right to receive an amount equal to the difference between the fair market value of a vested common share of the Company at the time of exercise and the exercise price of the option per share. The maximum number of phantom stock options available for issuance under the Phantom Stock Plans is 600,000 . The Phantom Stock Plans shall continue until the earlier of June 30, 2035 or termination by the Company’s Board pursuant to the terms of the plans. The following table summarizes the phantom stock option activity for the year ended June 30, 2025: Share options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate intrinsic value (thousands) Outstanding as of June 30, 2024 258,251 $ 20.68 7.86 $ 113 Granted 10,400 29.43 9.95 $ — Exercised ( 56,239 ) 20.65 6.06 372 Forfeited / expired ( 17,043 ) 17.84 8.46 $ — Outstanding as of June 30, 2025 195,369 $ 21.40 7.12 $ 1,504 Vested and exercisable as of June 30, 2025 124,347 $ 21.11 6.35 $ 994 The weighted average fair value of the phantom stock options outstanding as of June 30, 2025, 2024, and 2023 was $ 14.52 , $ 5.71 , and $ 8.33 respectively. The total pre-tax intrinsic value of the options exercised during the years ended June 30, 2025, 2024, and 2023 was $ 0.4 million, $ 0.0 million , and $ 0.6 million , respectively. The liability for outstanding phantom stock options as of June 30, 2025 and 2024 was $ 2.3 million and $ 1.0 million, respectively, and is included in accrued liabilities and other non-current liabilities in the consolidated balance sheets. Phantom stock option awards vest based on service conditions. The Company has elected to use the Black-Scholes model to calculate the fair value of Phantom stock options. The Black-Scholes model requires the use of certain estimates and assumptions that affect the fair value of options in the consolidated statement of profit or loss. These include the price per share, expected term, expected volatility, expected dividend yield and the risk-free interest rate. 86 Table of Contents Year ended June 30, 2025 2024 2023 Expected term 1.33 - 6.94 years 1.40 - 6.12 years 1.40 - 6.12 years Expected volatility 39.43 % - 47.77 % 36.12 % - 37.87 % 33.41 % - 36.33 % Expected dividend yield 0.00 % 0.00 % 0.00 % Risk-free interest rate 3.69 % - 3.97 % 4.33 % - 4.90 % 4.05 % - 4.87 % The assumptions used in the Black-Scholes model are estimated as follows: • Expected dividend yield: Zero percent , as we do not anticipate paying dividends on our common shares. • Expected volatility: Based on the historical stock price volatility of comparable publicly-traded companies in our peer group. • Risk-free interest rate: Based on the U.S. Treasury yield curve in effect at the date of valuation. • Expected term: Estimated based on the simplified method as we do not have adequate historical data. As of June 30, 2025, the unrecognized compensation expense associated with the phantom stock plans is $ 0.5 million, which will be recognized over the remaining weighted average vesting period of 2.93 years using a graded vesting model . 2020 Long Term Incentive Plan On May 20, 2020, our Board and shareholders approved and adopted the Company’s 2020 Long Term Incentive Plan, with an amendment and restatement effective January 14, 2022 (the “2020 LTIP”). The number of common shares that we may issue with respect to awards granted under the 2020 LTIP will not exceed an aggregate of 1,987,326 shares. The 2020 LTIP provides for grants of stock options and restricted stock units. Stock options The Company periodically grants stock options to employees and members of the Board. These awards are subject to service-based, and in some cases, performance- and market-based vesting conditions and generally vest in monthly, quarterly, or annual installments over two to four years . The stock options typically expire ten years after they are granted. The following table summarizes the stock option activity for the year ended June 30, 2025: Share options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate intrinsic value (thousands) Outstanding as of June 30, 2024 956,383 $ 18.31 7.25 $ 962 Exercised ( 271,539 ) 15.85 5.60 2,579 Forfeited / expired ( 37,994 ) 19.29 6.53 — Outstanding as of June 30, 2025 646,850 $ 19.28 6.50 $ 6,352 Vested and exercisable as of June 30, 2025 454,253 $ 18.83 5.93 $ 4,667 There were no options granted during the year ended June 30, 2025. The weighted-average grant-date fair value of options granted during the years ended June 30, 2024 and 2023 were $ 6.70 , and $ 10.37 , respectively. The total pre-tax intrinsic value of the options exercised during the years ended June 30, 2025, 2024, and 2023 was $ 2.6 million, $ 0.1 million, and $ 1.0 million, respectively. 87 Table of Contents We use the Black-Scholes model to determine the grant-date fair value of the stock options, which was estimated using the following assumptions: Year ended June 30, 2024 2023 Expected term 6.12 years 6.12 years Expected volatility 35.49 % - 35.87 % 32.89 % - 33.39 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 4.24 % to 4.33 % 3.75 % to 4.11 % The assumptions used in the Black-Scholes model are estimated as follows: • Expected dividend yield: Zero percent , as we do not anticipate paying dividends on our common shares. • Expected volatility: Based on the historical stock price volatility of comparable publicly-traded companies in our peer group. • Risk-free interest rate: Based on the U.S. Treasury yield curve in effect at the time of grant. • Expected term: Estimated based on the simplified method as we do not have adequate historical data. Restricted stock units (“RSU”) The Company periodically grants RSUs which vest based on service conditions over four years . Performance-based restricted stock units (“PRSU”) The Company periodically grants PRSUs. PRSUs are subject to service and performance conditions. Performance triggers are based on revenue or EBITDA targets. If such targets are met, awards begin vesting on a three-year schedule. If targets are not met, no shares will vest. The Company calculated the fair value of the RSU and PRSU awards based on the closing price of the Company’s common shares on the date of grant, and records compensation expense over the vesting period using a graded vesting model. The weighted average grant-date fair value of awards granted during the years ended June 30, 2025 and 2024 w as $ 22.55 and $ 17.13 , res pectively. There were no awards granted during the year ended June 30, 2023. The total fair value of RSU and PRSU awards vested during the years ended June 30, 2025, 2024, and 2023 was $ 0.2 million, $ 0.3 million and $ 0.6 million, respectively. Market- and Service-based restricted stock units (“TSR Awards”) During the fiscal year ended June 30, 2025, the Company granted 65,054 RSUs that are subject to service and market conditions based upon the Company's Total Shareholder Return ("TSR") as compared with the TSR of a defined set of peer companies. The number of TSR Awards eligible to vest may range from zero to 200 % the granted amount depending on the Company’s performance. The TSR Awards will vest equally over three separate performance periods ending on September 30, 2025, September 30, 2026, and September 30, 2027 if the vesting requirements are met. The Company used a Monte Carlo model to calculate the fair value of the TSR Awards using the following assumptions: Weighted average remaining performance period (Years) Expected volatility Expected dividend yield Risk-free interest rate 2025 Awards 1.6 44 % 0.00 % 4.2 % to 4.4 % • Expected dividend yield: zero percent , as we do not anticipate paying dividends on our common shares. 88 Table of Contents • Expected volatility: Based on the historical stock price volatility of the Company with a look back period commensurate with a term of the award. • Risk-free interest rate: Based on the U.S. Treasury yield curve in effect at the time of grant. • Weighted average remaining performance period: Based on remaining performance period at the time of the grant. The grant-date fair value of the TSR Awards was $ 26.25 per award. A summary of the unvested RSU, PRSU, and TSR Awards activity for the year ended June 30, 2025 is as follows: Shares Weighted Average Grant Date Fair Value Unvested as of June 30, 2024 571,381 $ 16.35 Granted 231,719 22.55 Vested ( 9,375 ) 19.95 Forfeitures / cancellations / expirations ( 30,958 ) 16.28 Unvested as of June 30, 2025 762,767 $ 18.19 As of June 30, 2025, there was app roximately $ 6.6 million of total unrecognized compensation expense related to the 2020 LTIP awards, which will be recognized over the remaining weighted average vesting period of 3.75 years. 12. FAIR VALUE The fair value hierarchy prioritized the input to valuation techniques used to measure fair value. The hierarchy requires that the Company maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows: Level 1: Quoted prices for identical instruments traded in active markets. Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 3: Unobservable inputs that cannot be supported by market activity and that are significant to the fair value of the asset, liability, or equity such as the use of certain pricing models, discounted cash flow models and similar techniques that use significant unobservable inputs. The carrying value of our cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, accrued payroll and employee-related liabilities, approximate fair value because of their short-term nature. The Company measures its debt at carrying value including accrued interest, which approximates fair value because of its short-term nature. Derivatives designated as cash flow hedges The values of our derivative instruments are derived from pricing models using inputs based upon market information, including contractual terms, market prices and yield curves. The inputs to the valuation pricing models are observable in the market, and as such the derivatives are classified as Level 2 in the fair value hierarchy. Phantom stock awards The Company uses the Black-Scholes option pricing model to value our phantom stock awards. All inputs to the model are derived from active market information for identical or similar instruments, including stock price, 89 Table of Contents volatility, and interest rates. The inputs to the valuation pricing models are observable in the market, and as such the phantom stock awards are classified as Level 2 in the fair value hierarchy. The following is a summary of the Company’s fair value measurements on a recurring basis as of June 30, 2025 and 2024: As of June 30, 2025 Fair Value Measurements Using ($000s) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash flow hedge - foreign currency collars, net $ — $ 724 $ — Total assets $ — $ 724 $ — Liabilities Phantom stock options $ — $ 2,341 $ — Total liabilities $ — $ 2,341 $ — As of June 30, 2024 Fair Value Measurements Using ($000s) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities Cash flow hedge - foreign currency collars, net $ — $ 335 $ — Phantom stock options — 1,014 — Total liabilities $ — $ 1,349 $ — These balances are included in other current assets, accounts payable and accrued liabilities, and other non-current liabilities in the consolidated balance sheets. There were no transfers between the different hierarchy levels in the years ended June 30, 2025 and 2024 . 13. INCOME TAXES Income before income taxes includes the following components: Year ended June 30, ($000s) 2025 2024 2023 United States $ 24,494 $ 18,492 $ 21,938 Foreign 21,438 22,494 18,388 Total $ 45,932 $ 40,986 $ 40,326 90 Table of Contents The major components of the provision for income tax expense are as follows: Year ended June 30, ($000s) 2025 2024 2023 Current tax expense: Federal $ 7,019 $ 3,203 $ 385 State 2,113 1,532 487 Foreign 3,054 2,241 3,467 Total current expense $ 12,186 $ 6,976 $ 4,339 Deferred tax: Federal $ ( 2,735 ) $ ( 124 ) $ 4,019 State ( 445 ) 155 843 Foreign 62 324 ( 457 ) Total deferred (benefit) / expense $ ( 3,118 ) $ 355 $ 4,405 Provision for income tax expense $ 9,068 $ 7,331 $ 8,744 The Company’s income tax provision includes the results of the Company’s U.S. operations and its various foreign operations including subsidiaries based in Canada, Jamaica, Nicaragua, Pakistan, Honduras, the Philippines, United Arab Emirates, and Saudi Arabia. Historically, the Company’s Bermuda-based companies have not been subject to income tax as there is no corporate income tax in Bermuda. On December 27, 2023, the Bermuda Corporate Income Tax Act 2023 was passed which provides for a 15% corporate tax rate beginning on or after January 1, 2025 for companies with revenue in excess of 750 million Euros. The Company continues to evaluate the impact of this legislation, but it does not anticipate that it will have a material impact on the Company’s operations. Differences between U.S. federal statutory income tax rates and our effective tax rates for the years ended June 30, 2025, 2024, and 2023 are as follows: Year ended June 30, 2025 2024 2023 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal deduction 3.3 % 2.8 % 1.4 % Foreign rate differential ( 3.2 ) % ( 4.7 ) % ( 5.7 ) % Non-deductible expenses / exempt income 0.2 % 1.0 % 1.2 % Employment and other tax credits ( 1.4 ) % ( 1.8 ) % ( 2.9 ) % Prior year provision / other items ( 0.1 ) % 0.5 % 3.1 % Change in valuation allowance ( 0.1 ) % ( 0.9 ) % 3.6 % Effective tax rate percentage 19.7 % 17.9 % 21.7 % The effective tax rate was 19.7 % and 17.9 % for the fiscal years ended June 30, 2025 and 2024, respectively. The increase in the effective tax rate between these periods was primarily attributable to changes in revenue mix across our taxable jurisdictions and discrete items recorded in the prior year. We have been granted “Tax Holidays” as an incentive to attract foreign investment by the governments of Nicaragua, Pakistan, Honduras, Jamaica, and certain qualifying locations in the Philippines. Generally, a Tax Holiday is an agreement between us and a foreign government under which we receive certain tax benefits in that country. In Nicaragua, we have been granted approval of exemption from income taxes through October 2025, which is expected to be extended for another 10 years upon application. In Pakistan, we have been granted approval for an indefinite exemption from income taxes on all exported IT services. In Honduras, we 91 Table of Contents have been granted approval of exemption from income taxes under the Free Tax Zone Law until 2033. In Jamaica, we have been granted the Special Economic Zone (SEZ) developer status for multiple sites, which provides the Company with various tax incentives under the Jamaica SEZ Act including lower income tax rates. The Tax Holidays for our qualifying Philippines facilities expire at staggered dates through 2031. Our Tax Holidays could be eliminated if there are future changes in our operations or the governmental authorities approve legislation to modify the Tax Holidays in the various taxing jurisdictions. The aggregate reduction in income tax expense due to the above Tax Holidays was $ 5.7 million, $ 5.4 million, and $ 3.4 million for the years ended June 30, 2025, 2024, and 2023, respectively. The aggregate reduction in income tax expense per diluted share was $ 0.36 , $ 0.29 , and $ 0.18 for the years ended June 30, 2025, 2024, and 2023, respectively. 92 Table of Contents Significant components of deferred tax assets and liabilities included in the consolidated balance sheets are as follows: ($000s) June 30, 2025 June 30, 2024 Deferred tax assets Provision for employee benefits and other expenses 4,201 1,724 Section 174 research and development capitalization 1,630 1,116 Net operating losses 1,878 1,879 Property and equipment, net 1,337 687 Lease liability (right of use assets) 3,767 5,048 Net unrealized loss on hedging ( 182 ) 103 Total deferred tax assets $ 12,631 $ 10,557 Valuation allowance ( 1,162 ) ( 1,127 ) Total deferred tax assets, net of valuation allowance $ 11,469 $ 9,430 Deferred tax liabilities Right of use assets ( 3,199 ) ( 3,957 ) Intangible assets ( 1,107 ) ( 1,178 ) Other liability — ( 10 ) Total deferred tax liabilities $ ( 4,306 ) $ ( 5,145 ) Net deferred tax assets and liabilities $ 7,163 $ 4,285 The Company had no U.S. gross federal net operating loss carry forwards as of June 30, 2025 and 2024, respectively, and gross state net operating loss carry forwards of approximately $ 11.3 million and $ 12.4 million as of June 30, 2025 and 2024, respectively, which may be available to offset state income tax liabilities in the future. The state net operating losses will expire based on each state’s income tax laws. The Company’s Canadian subsidiary had net operating loss carry forwards of $ 2.1 million as of June 30, 2025 and 2024, respectively, which will begin to expire in 2028. The Company’s UK and European subsidiaries had net operating loss carry forwards of $ 2.4 million and $ 2.2 million as of June 30, 2025 and 2024, respectively, which can be carried forward indefinitely. These amounts are estimated amounts for the year ended June 30, 2025, and based on the income tax returns filed for the year ended June 30, 2024. The Company assesses the available positive and negative evidence whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, valuation allowances of $ 1.2 million and $ 1.1 million have been recorded as of June 30, 2025 and 2024, respectively, to recognize only the portion of the Company’s deferred tax assets that are expected to be realized in certain foreign taxing jurisdictions. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present. We do not provide for deferred taxes on the excess of the financial reporting basis over the tax basis in our investments in foreign subsidiaries that are essentially permanent in duration or not subject to taxation in the U.S. or in the local country. Under accounting standards for uncertainty in income taxes (ASC 740-10), a company recognizes a tax benefit in the financial statements for an uncertain tax position only if management’s assessment is that the position is “more likely than not” (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term “tax position” in the accounting standards for income taxes refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. 93 Table of Contents A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: ($000s) June 30, 2025 June 30, 2024 June 30, 2023 Beginning balance $ — $ — $ — Additions for tax positions related to current year — — — Additions for tax positions of prior years 1,032 — — Additions for acquisitions — — — Reductions for tax positions of prior years — — — Reductions for settlements — — — Reductions for expiration of statute of limitations — — — Effect of foreign currency transactions — — — Ending balance $ 1,032 $ — $ — The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 0.8 million as of June 30, 2025. There were no tax benefits included in the balance of unrecognized tax benefits for the years ended June 30, 2024 and 2023 that, if recognized, would affect the Company’s effective tax rate. We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. We have not recorded any interest expense or penalties in income tax expense for the years ended June 30, 2025, 2024 and 2023. We do not have any interest or penalties accrued as of June 30, 2025 and 2024. Over the next 12 months, the amount of the Company’s liability for unrecognized income tax benefits shown above is not expected to change materially. We file numerous consolidated and separate income tax returns in the U.S. federal and various state jurisdictions as well as in various foreign jurisdictions. Our U.S. federal returns and most state returns for tax years 2021 and forward are subject to examination. Tax return filings in the United Kingdom for the year ended June 2021 and onward are still open for examination. Tax return filings in Canada for the year ended June 2022 and onward are still open for examination. Tax return filings in Luxembourg for the year ended June 2020 and onward are still open for examination as well as Cyprus tax returns for the years ended June 2019. Public Law No: 119-21, the One Big Beautiful Bill Act (the “Act”) was signed on July 4, 2025, which marks the date of enactment for the tax provisions included in the Act. The Company is evaluating the impact of this enactment. In June 2024, a U.S. subsidiary received a letter from the Internal Revenue Services (“IRS”) requesting information for examination of the year ended June 30, 2022. The IRS performed and concluded the review of the examination. A final Letter 590, dated May 27, 2025 was issued stating that no changes have been made to the reported tax period under review. 94 Table of Contents 14. STOCKHOLDERS’ EQUITY AOCI The following table presents changes by component: ($000s) Foreign Currency Translation Adjustment Derivative Valuation Defined Benefit Plan Total Balance as of June 30, 2022 $ ( 4,026 ) $ ( 639 ) $ 103 $ ( 4,562 ) Foreign currency translation ( 2,234 ) — — ( 2,234 ) Actuarial losses on defined benefit plan — — ( 120 ) ( 120 ) Unrealized losses on cash flow hedges — ( 479 ) — ( 479 ) Reclassifications to earnings — 1,156 89 1,245 Tax benefit — ( 162 ) — ( 162 ) Balance as of June 30, 2023 $ ( 6,260 ) $ ( 124 ) $ 72 $ ( 6,312 ) Foreign currency translation ( 1,623 ) — — ( 1,623 ) Actuarial gains on defined benefit plan — — 133 133 Unrealized losses on cash flow hedges — ( 412 ) — ( 412 ) Reclassifications to earnings — 257 — 257 Tax provision — 44 — 44 Balance as of June 30, 2024 $ ( 7,883 ) $ ( 235 ) $ 205 $ ( 7,913 ) Foreign currency translation 1,114 — — 1,114 Actuarial losses on defined benefit plan — — ( 312 ) ( 312 ) Unrealized gains on cash flow hedges — 1,028 — 1,028 Reclassifications to earnings — 32 — 32 Tax benefit — ( 285 ) — ( 285 ) Balance as of June 30, 2025 $ ( 6,769 ) $ 540 $ ( 107 ) $ ( 6,336 ) The following table presents the reclassifications from AOCI to the consolidated statements of comprehensive income: ($000s) For the year ended June 30, Description of AOCI components 2025 2024 2023 Statement of Other Comprehensive Income Classification Foreign currency translation gain $ — $ — $ 173 Selling, general and administrative expense Losses on foreign currency hedges $ ( 32 ) $ ( 257 ) $ ( 1,201 ) Cost of services Gains on interest rate swap — — 45 Interest expense Tax benefit / (provision) 285 ( 44 ) 162 Provision for income taxes Total derivative valuation $ 253 $ ( 301 ) $ ( 994 ) Amortization related to defined benefit plan $ — $ — $ ( 89 ) Cost of services 95 Table of Contents TRGI Purchase Agreement On November 19, 2024, we entered the TRGI Purchase Agreement, pursuant to which we purchased 3,562,341 issued and outstanding common shares of the Company for an aggregate price of $ 70 million from The Resource Group International Limited ("TRGI"), of which $ 45 million was paid in cash and $ 25 million was paid in the form of a convertible promissory note. The convertible promissory note was repaid on January 9, 2025. Share repurchase programs The Board may authorize share repurchases of the Company’s common shares and the Company had multiple share repurchase plans during the years ended June 30, 2025 and 2024. On May 1, 2025, the Board authorized $ 15 million in share repurchases, which commenced on May 12, 2025, for the next twelve months (the "2025 Share Repurchase Program"). As of June 30, 2025, the aggregate amount available for repurchase under the 2025 Share Repurchase Program was $ 13.3 million. For the years ended June 30, 2025 and 2024, the Company repurchased 385,510 and 1,322,105 shares, respectively, of its common shares totaling $ 7.2 million, and $ 21.7 million, respectively. All repurchases under these programs were funded with our existing cash balance. 15. WEIGHTED AVERAGE SHARE COUNTS The following table sets forth the components of the computation from basic to diluted earnings per share for net income for the years ended June 30, 2025, 2024, and 2023: Year ended June 30, (000s) 2025 2024 2023 Shares used in basic earnings per share calculation 14,678 17,704 18,200 Effect of dilutive securities: Employee stock-based compensation 218 81 199 Warrant 652 470 495 TRG Conversion 177 — — Total effects of dilutive securities 1,047 551 694 Shares used in dilutive earnings per share calculation 15,725 18,255 18,893 Shares considered anti-dilutive using the treasury method ( 209 ) ( 549 ) ( 367 ) Net income was adjusted as follows: Year ended June 30, ($000s) 2025 2024 2023 Net income $ 36,864 $ 33,655 $ 31,582 Convertible debt - interest expense, net of tax 178 — — Numerator for diluted EPS $ 37,042 $ 33,655 $ 31,582 16. RELATED PARTY TRANSACTIONS The Company has agreements with certain companies under the control of one of our shareholders, TRGI, in the normal course of business. During each of the fiscal years ended June 30, 2025, 2024, and 2023, the Company recognized revenues of $ 0.1 million, respectively, with these related parties. As of June 30, 2025 and 2024, the Company had accounts receivable of $ — million and $ 0.2 million, respectively, and accounts payable of $ — million and $ 0.1 million, respectively, with these related parties. 96 Table of Contents During the year ended June 30, 2025, we determined that the estimated fair value of our other non-current assets with a related party no longer exceeded their carrying value. Accordingly, we recognized an impairment loss of $ 1.1 million during the year ended June 30, 2025, which is included in selling, general and administrative expense in the consolidated statements of comprehensive income. We did not have any other non-current assets with related parties as of June 30, 2025. The balance of the other non-current assets was $ 1.1 million as of June 30, 2024. TRGI Purchase Agreement Refer to Note 14, "Stockholders' Equity" for further information on the TRGI Purchase Agreement, including details on the share repurchases from TRGI during the year ended June 30, 2025. 17. INVESTMENT IN JOINT VENTURE The Company has an investment in Lake Ball, LLC to procure and sell commercial leads for its customers. The Company’s ownership interest is 47.5 % and is accounted for under the equity method. The Company’s investment of $ 0.4 million at June 30, 2025 and 2024, respectively, is included in other non-current assets in the consolidated balance sheets, while net earnings from the joint venture is included in selling, general, and administrative expense in the consolidated statements of comprehensive income. The table below presents our investment in the joint venture : ($000s) June 30, 2025 June 30, 2024 Beginning balance $ 415 $ 372 Dividends received ( 1,093 ) ( 1,013 ) Share of profit 1,116 1,056 Ending balance $ 438 $ 415 18. SEGMENT INFORMATION An operating segment is defined as a component of a company for which separate financial information is available and which is regularly evaluated by the chief operating decision maker (“CODM”) for the purpose of making decisions regarding resource allocation and performance assessment. The Company’s CODM is the chief executive officer (“CEO”). The Company has a single operating and reportable segment as the Company’s CODM is regularly provided with only consolidated financial results, to make decisions and assess performance. The measure of segment assets is reported on the consolidated balance sheet as total assets. The significant segment expenses for the Company are those on the consolidated statements of comprehensive income. The Company’s measure of segment profitability is consolidated net income. Consolidated net income is used to monitor performance against the annual budget and current forecasts, as well as make decisions on opening new sites or countries, acquiring businesses or making other strategic investments, repurchasing stock, or additional investments in or reductions of SGA. 97 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.