10 unchanged sentences
To the stockholders and the Board of Directors of IBEX Limited
−Removed: Opinion on the Financial Statements
+Added: Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of IBEX Limited and subsidiaries (the "Company") as of June 30, 2026 and 2025, the related consolidated statements of comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended June 30, 2026, and the related notes (collectively referred to as the "financial statements").
−Removed: 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.
−Removed: Basis for Opinion
−Removed: These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
+Added: We also have audited the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.
+Added: Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: Basis for Opinions
+Added: The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.
+Added: Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control over financial reporting 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.
1 unchanged sentence
We conducted our audits in accordance with the standards of the PCAOB.
−Removed: 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.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: 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.
−Removed: Accordingly, we expres s no such opinion.
−Removed: 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.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
+Added: Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to 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.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
+Added: Our audits also included performing such other procedures as we considered necessary in the circumstances.
+Added: We believe that our audits provide a reasonable basis for our opinions.
+Added: Definition and Limitations of Internal Control over Financial Reporting
+Added: A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
+Added: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Added: Critical Audit Matters
+Added: Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: We determined that there are no critical audit matters.
/s/ Deloitte & Touche LLP
42 unchanged sentences
Stockholders' equity
−Removed: Common stock:
+Added: Common shares:
par value $ 0.000111650536 , 108,057,967 shares authorized, 13,309,640 and 13,357,990 shares outstanding as of June 30, 2026 and 2025, respectively
−Removed: Additional paid-in capital 218,241 210,200
−Removed: Treasury stock at cost:
+Added: Treasury shares at cost:
5,968,161 and 5,515,403 shares as of June 30, 2026 and 2025, respectively
( 117,703 ) ( 103,338 )
+Added: Additional paid-in capital 227,346 218,241
Accumulated other comprehensive loss ( 11,487 ) ( 6,336 )
−Removed: Retained earnings / (deficit) 25,741 ( 11,123 )
+Added: Retained earnings 72,072 25,741
Total stockholders' equity 170,230 134,309
17 unchanged sentences
Net income $ 46,331 $ 36,864 $ 33,655
−Removed: Other comprehensive income
+Added: Other comprehensive (loss) / income
Foreign currency translation adjustments $ ( 3,140 ) $ 1,114 $ ( 1,623 )
−Removed: Unrealized gain / (loss) on cash flow hedging instruments, net of tax 775 ( 111 ) 515
−Removed: Actuarial (loss) / gain on defined benefit plan ( 312 ) 133 ( 31 )
−Removed: Total other comprehensive income / (loss) 1,577 ( 1,601 ) ( 1,750 )
+Added: Unrealized (loss) / gain on cash flow hedging instruments, net of tax ( 2,535 ) 775 ( 111 )
+Added: Actuarial gain / (loss) on defined benefit plan 524 ( 312 ) 133
+Added: Total other comprehensive (loss) / income ( 5,151 ) 1,577 ( 1,601 )
Total comprehensive income $ 41,180 $ 38,441 $ 32,054
9 unchanged sentences
(in thousands)
−Removed: Common shares Treasury
−Removed: Stock Additional
+Added: Common Shares Treasury Shares Additional
Capital Accumulated
Comprehensive
−Removed: Income / (Loss) Retained Earnings / (Deficit) Total
+Added: Loss Retained Earnings / (Deficit) Total
Stockholders'
6 unchanged sentences
Changes in defined benefit plan — — — — 133 — 133
−Removed: Forfeiture of restricted common shares ( 72 ) — — — — — —
Provision for common stock warrants — — — 1,183 — — 1,183
−Removed: Issue of common shares related to option issuances 123 — — 2,053 — — 2,053
+Added: Issuance of common shares 59 — — 366 — — 366
Stock-based compensation expense — — — 3,917 — — 3,917
5 unchanged sentences
Changes in defined benefit plan — — — — ( 312 ) — ( 312 )
−Removed: Provision for common stock warrants — — — 1,183 — — 1,183
−Removed: Issue of common shares related to option issuances 59 — — 366 — — 366
+Added: Issuance of common shares 289 — — 4,307 — — 4,307
Stock-based compensation expense — — — 3,734 — — 3,734
5 unchanged sentences
Changes in defined benefit plan — — — — 524 — 524
−Removed: Issue of common shares related to option issuances 289 — — 4,307 — — 4,307
+Added: Issuance of common shares 473 1 — 4,077 — — 4,078
+Added: Shares withheld related to net share settlement of equity awards ( 68 ) — — ( 2,407 ) — — ( 2,407 )
Stock-based compensation expense — — — 7,435 — — 7,435
11 unchanged sentences
Noncash lease expense 13,911 13,378 13,205
+Added: Noncash gain on lease terminations ( 85 ) — —
Warrant contra revenue — — 1,183
3 unchanged sentences
Impairment losses 1,092 1,429 1,532
−Removed: Loss on lease terminations — — 251
−Removed: Gain on sale of subsidiaries — — ( 246 )
Change in assets and liabilities:
Increase in accounts receivable ( 8,659 ) ( 19,262 ) ( 12,068 )
−Removed: Decrease / (increase) in prepaid expenses and other current assets 361 ( 7,517 ) 1,467
+Added: (Increase) / decrease in prepaid expenses and other current assets ( 11,356 ) 361 ( 7,517 )
Increase / (decrease) in accounts payable and accrued liabilities 2,506 6,248 ( 2,246 )
4 unchanged sentences
Purchase of property and equipment ( 27,807 ) ( 18,375 ) ( 8,855 )
−Removed: Cash outflow from sale of subsidiaries, net of cash received — — ( 85 )
Net cash outflow from investing activities ( 27,807 ) ( 18,375 ) ( 8,855 )
2 unchanged sentences
Repayments of line of credit ( 38,600 ) ( 82,710 ) ( 291 )
−Removed: Repayment of debt — — ( 3,795 )
Proceeds from the exercise of options 4,009 4,307 366
+Added: Taxes paid related to net share settlement of equity awards ( 2,338 ) — —
Principal payments on finance leases ( 1,216 ) ( 953 ) ( 490 )
2 unchanged sentences
Effects of exchange rate difference on cash and cash equivalents ( 51 ) ( 3 ) ( 21 )
−Removed: Net (decrease) / increase in cash and cash equivalents ( 47,370 ) 5,291 8,598
+Added: Net increase / (decrease) in cash and cash equivalents 17,216 ( 47,370 ) 5,291
Cash and cash equivalents at beginning of the year 15,350 62,720 57,429
15 unchanged sentences
Through the Company’s integrated CLX platform, a comprehensive portfolio of solutions is offered to optimize customer acquisition, engagement, expansion and experience for clients.
−Removed: 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.
+Added: The Company leverages sophisticated technology and proprietary analytics, in combination with its global footprint and business process outsourcing (“BPO”) 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.
−Removed: Our Connect business lies at the core of our offerings and generates the majority of the Company’s revenue.
−Removed: 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.
+Added: The Company’s Connect business lies at the core of our offerings and generates the majority of the Company’s revenue.
+Added: This business unit delivers 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.
−Removed: 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.
−Removed: We also have a small suite of what we call CX services which measures, monitors and manages our clients’ holistic customer experiences.
+Added: We offer digital marketing, e-commerce technology and platform solutions for our clients.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
11 unchanged sentences
impairment of long-lived assets, operating lease assets and liabilities, goodwill, and other intangible assets;
−Removed: allowance for credit
+Added: allowance for credit losses;
valuation allowances for deferred tax assets and other receivables;
fair value of stock-based compensation, warrants, and derivatives, and legal provisions.
−Removed: 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.
+Added: The Company bases its estimates on historical experience and other assumptions it believes are reasonable, including the use of outside experts as
+Added: 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.
23 unchanged sentences
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.
−Removed: Revenues from CX software-as-a-service products are recognized over time based on the term of the subscription.
−Removed: 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.
−Removed: 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.
9 unchanged sentences
Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the statements of cash flows.
−Removed: In accordance with Accounting Standards Update (“ASU”) No.
+Added: In accordance with ASU No.
2016-13, Financial Instruments - Credit Losses (Topic 326) , the Company estimates its credit losses using the lifetime expected credit loss model.
8 unchanged sentences
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.
+Added: Prepaid expenses
+Added: Prepaid expenses consist primarily of advance payments for goods and services to be received or consumed in the future.
+Added: As of June 30, 2026, we determined that we will not receive any further economic benefits from certain prepaid assets and recognized an impairment loss of $ 0.9 million, which is included in selling, general and administrative expense in the consolidated statements of comprehensive income.
+Added: No impairments related to prepaid expenses were recorded during the years ended June 30, 2025 or 2024.
Tax advances and receivables
2 unchanged sentences
Property and equipment, net
−Removed: 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:
+Added: Property and equipment and assets leased under finance 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
6 unchanged sentences
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.
−Removed: There were no impairment losses recognized during the years ended June 30, 2025 or 2023.
−Removed: 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 .
+Added: During the years ended June 30, 2026 and June 30, 2024, we determined that the estimated fair value for certain assets at specific delivery locations no longer exceeded their carrying value.
+Added: Accordingly, we recognized impairment losses of $ 0.2 million and $ 1.3 million, respectively, which are included in selling, general and administrative expense in the consolidated statements of comprehensive income.
+Added: There were no impairment losses recognized during the year ended June 30, 2025.
The Company determines whether an arrangement contains a lease at inception in accordance with the provisions of ASC 842, Leases.
20 unchanged sentences
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.
−Removed: There were no impairment losses recognized during the years ended June 30, 2025 or 2023.
−Removed: 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.
+Added: During the year ended June 30, 2026, we recognized a net loss on lease termination of $ 0.7 million related to the closure of two nearshore sites, which is included in selling, general and administrative expense in the consolidated statements of comprehensive income .
+Added: There were no such costs recognized during the years ended June 30, 2025 and 2024.
+Added: Additionally, there were no impairment losses recognized during the years ended June 30, 2026 or 2025.
+Added: We recognized an impairment loss 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 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.
9 unchanged sentences
The Company bases these assumptions on its historical data and experience, industry projections, and micro and macro general economic condition projections and expectations.
−Removed: No impairments were recorded during the years ended June 30, 2025, 2024 or 2023.
Other intangible assets
3 unchanged sentences
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.
−Removed: 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.
+Added: If a quantitative analysis is completed, an indefinite-lived intangible asset is evaluated for possible impairment by comparing the fair value
+Added: of the asset with its carrying value.
An impairment charge is recorded if the asset’s carrying value exceeds its estimated fair value.
−Removed: 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.
−Removed: 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.
−Removed: No impairments were recorded during the years ended June 30, 2024 or 2023.
−Removed: Other intangible assets are included in other non-current assets on the consolidated balance sheets.
+Added: The carrying amount of indefinite-lived intangible assets at both June 30, 2026 and 2025 was $ 0.4 million, and is included in other non-current assets in the consolidated balance sheets.
+Added: There were no impairment losses recognized during the years ended June 30, 2026 or 2024.
+Added: We recognized impairment losses of $ 0.3 million related to one of our trademarks during the year June 30, 2025, which was included in selling, general and administrative expense in the consolidated statements of comprehensive income.
The Company accounts for financial derivative instruments under ASC 815, Derivatives and Hedging .
−Removed: 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
−Removed: foreign currencies.
+Added: 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 foreign currencies.
In using derivative financial instruments to hedge these exposures, the Company exposes itself to counterparty credit risk.
26 unchanged sentences
The Company believes that the assumptions utilized in recording its obligation under the plan are reasonable based on its experience and market conditions.
−Removed: 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.
+Added: As of June 30, 2026 and 2025, defined benefit obligations of $ 1.8 million and $ 2.0 million, respectively, are included in other non-current liabilities in the consolidated balance sheets, and amounts recognized in net income for the years ended June 30, 2026, 2025, and 2024 were $ 0.5 million, $ 0.3 million, and $ 0.3 million, respectively.
Stock-based compensation plans
1 unchanged sentence
The Company calculates the fair value of option awards using the Black-Scholes model.
−Removed: 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.
+Added: The Company has certain restricted stock units, which 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 "TSR Awards").
+Added: The Company calculates the fair value of the TSR Awards using a Monte Carlo model.
For equity-classified awards, total compensation cost is based on the grant date fair value.
6 unchanged sentences
Warrant to purchase common shares
−Removed: The Company accounts for a warrant to purchase its common shares as an equity instrument in accordance with the provisions of ASU No.
−Removed: 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.
−Removed: On the grant date, the Company measured the warrant using a Black-Scholes option pricing model.
−Removed: There was no immediate vesting upon execution of the warrant.
−Removed: Contra-revenue and equity are recorded as revenue is recognized.
−Removed: The Company has elected a policy to estimate forfeitures for non-employee equity grants.
−Removed: At each reporting period, the Company assesses the likelihood of additional vesting in accordance with service or performance conditions included in the warrant terms.
+Added: The Company accounts for a warrant to purchase its common shares (“Warrant”) as an equity instrument in accordance with the provisions of ASU No.
+Added: 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.
+Added: On the grant date, the Company estimated the fair value of the Warrant using the Black-Scholes option pricing model.
The vesting period ended June 30, 2024.
+Added: The Company has elected a policy to estimate forfeitures for non-employee equity grants.
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.
−Removed: Deferred tax assets are also recognized for the estimated future effects of tax loss carry forwards.
+Added: Deferred tax assets are also recognized for the estimated future effects of tax loss carryforwards.
The effect of changes in tax rates on deferred taxes is recognized in the period in which the enactment dates change.
24 unchanged sentences
Variable Interest Entity
−Removed: 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.
+Added: 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 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.
−Removed: 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).
+Added: 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
+Added: in financing activities, among others).
Accordingly, the Company is not required to consolidate the results of Safeguard.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Company's primary risk of involvement with Safeguard is the loss of certain assets and incurrence of certain obligations that may be due in the event of early termination of the contract.
+Added: The Company’s maximum exposure to loss on early termination is $ 3.2 million and $ 1.6 million at June 30, 2026 and 2025, respectively, which is included in prepaid expenses and other non-current assets in the consolidated balance sheets.
+Added: As of June 30, 2026 and 2025, the Company also had refundable lease deposits of $ 0.8 million and $ 0.4 million, respectively, which are included in other non-current assets, and liabilities of $ 1.0 million and $ 0.3 million, respectively, for services received, which are included in accounts payable and accrued liabilities in the consolidated balance sheets.
Amounts related to early termination of the contract cannot be reasonably estimated as of June 30, 2026.
8 unchanged sentences
Costs related to data conversion, overhead, general and administrative activities, maintenance, and training are expensed as incurred.
−Removed: The Company capitalized $ 1.2 million and $ 3.5 million during the years ended June 30, 2025 and 2024, respectively.
+Added: As of June 30, 2026 and 2025, the Company had capitalized cloud computing software costs of $ 3.5 million and $ 4.1 million, respectively, which are included in prepaid expenses and other non-current assets in the consolidated balance sheets.
Other post-employment benefits
−Removed: 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.
−Removed: 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.
+Added: During the year ended June 30, 2026, the Company incurred approximately $ 1.2 million in severance costs related to work transferring from nearshore to offshore delivery centers, of which $ 0.9 million is recorded in cost of services and $ 0.3 million is recorded in selling, general and administrative expense in the consolidated statements of comprehensive income.
+Added: During the year ended June 30, 2025 and June 30, 2024, the Company incurred approximately $ 0.6 million and $ 1.6 million, respectively, in severance costs for certain positions that it considered redundant.
+Added: The severance costs incurred during June 30, 2025 were primarily recorded in selling, general and administrative expense in the consolidated statements of comprehensive income.
+Added: The severance costs incurred during June 30, 2024 were recorded in selling, general and administrative expense and cost of services in the consolidated statements of comprehensive income in the amounts of $ 1.4 million and $ 0.2 million, respectively.
As of June 30, 2026 and 2025, the Company had accrued $ 0.7 million and $ 0.6 million, respectively, of these costs, which are included in accrued payroll and employee-related liabilities in the consolidated balance sheets.
−Removed: Emerging Growth Company
−Removed: The Company currently qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
−Removed: 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.
−Removed: 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
−Removed: In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.
−Removed: 2023-09, Income Taxes (Topic 740):
−Removed: 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).
−Removed: This update also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
+Added: In March 2024, the SEC issued climate disclosure rules, which required the disclosure of climate-related information in annual reports and registration statements.
+Added: Various legal challenges were made to the rules, which were consolidated for review by the U.S.
+Added: Eighth Circuit Court of Appeals.
+Added: On March 27, 2025, the SEC voted to end its defense to these legal challenges.
+Added: On April 24, 2025, and again on September 12, 2025, the U.S.
+Added: Eighth Circuit Court of Appeals ordered that the litigation would again be held in abeyance until such time as the SEC reconsiders or renews its defense of the climate disclosure rules.
+Added: Unless or until the SEC reconsiders or resumes defining its climate change rules, the litigation will remain paused.
+Added: We continue to monitor for any updates and evaluate the impact of the new rules on the disclosures to our consolidated financial statements.
+Added: In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No.
+Added: 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures:
+Added: Disaggregation of Income Statement Expenses , which requires disclosures about significant expense categories, including but not limited to, employee compensation, depreciation, amortization, and selling expenses.
The amendments in ASU No.
−Removed: 2023-09 are effective for fiscal years beginning after December 15, 2024.
+Added: 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027.
Early adoption is permitted.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Disclosure requirements will begin phasing in for fiscal years beginning on or after January 1, 2025.
−Removed: On April 4, 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges.
−Removed: On March 27, 2025, the SEC voted to end its defense of the climate disclosure rules, and on April 24, 205, the U.S.
−Removed: Eighth Circuit Court of Appeals ordered the litigation to be held in abeyance and directed the SEC to indicate within 90
−Removed: days whether the SEC will reconsider or review the climate disclosure rules.
−Removed: 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.
−Removed: We continue to monitor for any updates and evaluate the impact of the new rules on the disclosures to our consolidated financial statements.
+Added: We are currently evaluating the impact of the new guidance on the disclosures to our consolidated financial statements.
+Added: In September 2025, the FASB issued ASU No.
+Added: 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software costs under Subtopic 350-40 and requires a Company to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended.
+Added: The amendments in ASU No.
+Added: 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.
+Added: Early adoption is permitted.
+Added: We are currently evaluating the impact of the new guidance on the disclosures to our consolidated financial statements.
Recently adopted accounting pronouncements
−Removed: In November 2023, FASB issued ASU No.
−Removed: 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures , which improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
−Removed: In addition, the amendments enhance interim disclosure requirements, clarify segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.
−Removed: 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.
−Removed: See Note 18, “Segment Information.”
+Added: In December 2023, the FASB issued ASU No.
+Added: 2023-09, Income Taxes (Topic 740):
+Added: 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).
+Added: This update also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
+Added: The Company adopted the amendments in ASU No.
+Added: 2023-09 effective July 1, 2025 on a prospective basis.
+Added: Accordingly, the guidance has been applied only to current-year income tax disclosures and comparative prior year information has not been recast.
+Added: The adoption did not have an impact on the Company’s consolidated financial position, results of operations, or cash flows, as the guidance relates solely to disclosure requirements.
+Added: See Note 13, “Income Taxes.”
REVENUE FROM CONTRACTS WITH CUSTOMERS
1 unchanged sentence
However, the Company delivers most of its services from regional customer experience delivery centers that are located in geographies outside of the United States.
−Removed: 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.
+Added: Our global delivery model is built on regional delivery centers and includes an 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:
4 unchanged sentences
Total $ 644,076 $ 558,273 $ 508,569
−Removed: 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:
+Added: The following table presents the breakdown of the Company’s revenues by geographical location, based on where the services are provided:
Year Ended June 30,
4 unchanged sentences
Total $ 644,076 $ 558,273 $ 508,569
−Removed: The following table presents the breakdown of the Company’s revenue by pattern of revenue recognition for the years ended:
+Added: The following table presents the breakdown of the Company’s revenue by pattern of revenue recognition:
Year Ended June 30,
96 unchanged sentences
Operating lease liabilities $ ( 2,853 ) $ ( 2,426 )
−Removed: 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.
+Added: Included in the right-of-use assets obtained in exchange for lease obligations above are two significant lease agreements and two significant renewals resulting in noncash operating lease additions of $ 4.2 million and $ 6.5 million, respectively, during the year ended June 30, 2026, compared to four significant lease agreements and four significant renewals resulting in noncash operating lease additions of $ 7.9 million and $ 14.8 million, respectively, during the year ended June 30, 2025.
2026 June 30,
5 unchanged sentences
Finance leases 16.0 % 19.3 %
−Removed: The following table presents the maturities of our lease liabilities as of June 30, 2025:
+Added: As of June 30, 2026, the maturities of our lease liabilities by fiscal year are as follows:
($000s) Operating
3 unchanged sentences
2029 17,142 234
−Removed: 2029 16,067 —
Thereafter 14,679 —
2 unchanged sentences
Total lease liabilities $ 60,785 $ 1,659
−Removed: GOODWILL AND OTHER INTANGIBLE ASSETS
The carrying amount of goodwill at both June 30, 2026 and 2025 was $ 11.8 million.
−Removed: 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.
−Removed: Other Intangible Assets
−Removed: 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.
−Removed: 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.
−Removed: There was no impairment recorded during the year ended June 30, 2024.
−Removed: 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.
−Removed: Foreign exchange contracts
+Added: Based on the Company’s annual goodwill impairment assessment, we determined that the estimated fair value of the reporting unit exceeded the carrying value as of June 30, 2026 and 2025, therefore, no impairment charges were recognized.
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.
−Removed: These contracts cover periods commensurate with the expected exposure, generally one to eighteen months .
+Added: These contracts cover periods commensurate with the expected exposure, generally one to 18 months.
The Company has not experienced any counterparty defaults.
−Removed: 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:
−Removed: Settlement date Hedged
−Removed: currency Foreign
−Removed: currency rate Notional
−Removed: ($000s) Fair Value
−Removed: Foreign currency option contracts - assets
−Removed: July 7, 2025 through September 21, 2026 PHP 55.50 - 60.05
−Removed: Fair value as of June 30, 2024 $ —
−Removed: Fair value as of June 30, 2025 $ 724
−Removed: Settlement date Hedged
−Removed: currency Foreign
−Removed: currency rate Notional
−Removed: ($000s) Fair Value
−Removed: Foreign currency option contracts - liabilities
−Removed: July 7, 2025 through September 21, 2026 PHP 55.50 - 60.05
−Removed: Fair value as of June 30, 2024 $ 335
−Removed: Fair value as of June 30, 2025 $ —
−Removed: 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.
−Removed: 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").
+Added: The following tables show the notional amount of our foreign exchange cash flow hedging instruments as of June 30, 2026 and 2025:
+Added: currency Local Currency Notional
+Added: Dollar Notional
+Added: ($000s) Contracts Maturing Through
+Added: As of June 30, 2026 PHP 5,570,000 $ 93,759 December 2027
+Added: As of June 30, 2025 PHP 5,080,000 $ 88,887 September 2026
+Added: Changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognized in AOCI.
Amounts previously recognized in AOCI are reclassified to cost of services in the periods in which the hedged expenses occur.
+Added: Refer to Note 12.
+Added: "Fair Value" for further details on the fair value of our foreign exchange cash flow hedging instruments as of June 30, 2026 and 2025.
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, 2026, 2025 and 2024.
6 unchanged sentences
Total long-term debt $ 777 $ 796
−Removed: PNC Credit Facility
−Removed: In November 2013, the Company’s subsidiary, Ibex Global Solutions, Inc.
−Removed: entered into an agreement, as amended, with PNC Bank, National Association (“PNC”), for a revolving credit facility (“PNC Credit Facility”).
−Removed: The PNC Credit Facility provided a maximum revolving advance amount of $ 80 million.
−Removed: 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).
−Removed: 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
8 unchanged sentences
Borrowings under the U.S.
−Removed: Credit Facility bear interest at a per annum rate equal to SOFR plus 2 %, or equal to alternate base rate plus 1 %.
+Added: Credit Facility bear interest at a per annum rate equal to term Secured Overnight Financing Rate (“SOFR”) plus 2 %, or equal to alternate base rate plus 1 %.
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.
6 unchanged sentences
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”).
−Removed: The final repayment date for the UAE Credit Agreement is two years from
−Removed: the Effective Date.
+Added: The final repayment date for the UAE Credit Agreement is two years from 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.
−Removed: 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”).
+Added: In May 2025 and May 2026, the FOL was amended to add a total of $ 255,957 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.
2 unchanged sentences
The Bond Guarantees are subject to HSBC UAE’s standard commercial terms and conditions.
−Removed: 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.
−Removed: 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.
+Added: As of June 30, 2026, the Company had $ 63.6 million of borrowing available under the HSBC Credit Facilities based on eligible collateral.
+Added: The HSBC Credit Facilities 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, 2026.
−Removed: 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.
+Added: The Company had deferred debt issuance costs of $ 0.5 million and $ 0.9 million as of June 30, 2026 and 2025, respectively, which are included in other current assets and other non-current assets in the consolidated balance sheets.
As of June 30, 2026, 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 $ 12.6 million in the next twelve months and $ 15.1 million thereafter related to these contracts.
−Removed: On November 13, 2017, and as subsequently amended, the Company issued to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon.com, Inc.
−Removed: (“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.
−Removed: The warrant is exercisable at a price per share of $ 9.42 .
+Added: On November 13, 2017, and as subsequently amended, the Company issued a 10-year warrant to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon.com, Inc.
+Added: (“Amazon”) to acquire approximately 1,674,017 of our common shares (the “Warrant Shares”).
+Added: A total of 1,171,812 Warrant Shares vested during the vesting period, which ended on June 30, 2024.
+Added: The Warrant may be exercised by Amazon at a price per share of $ 9.42 on or prior to November 12, 2027.
+Added: To date, all vested Warrant Shares remain unexercised.
+Added: Amazon is entitled to customary shelf and piggy-back registration rights with respect to the common shares issued upon exercise.
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.
−Removed: 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.
−Removed: 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.
−Removed: Amazon is entitled to customary shelf and piggy-back registration rights with respect to the shares issued upon exercise of the warrant.
−Removed: Amazon may not transfer the warrant except to a wholly-owned subsidiary of Amazon.
−Removed: To date, the warrant has not been exercised, expired or cancelled.
−Removed: 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.
+Added: The Company did not record any warrant contra revenue during the years ended June 30, 2026 and 2025, and recorded approximately $ 1.2 million during the year ended June 30, 2024.
STOCK-BASED COMPENSATION
8 unchanged sentences
Phantom Stock Plans $ 302 $ 1,698 $ ( 152 )
−Removed: 2018 Restricted Share Plan — — ( 7 )
2020 Long Term Incentive Plan 7,435 3,734 3,917
17 unchanged sentences
The total pre-tax intrinsic value of the options exercised during the years ended June 30, 2026, 2025, and 2024 was $ 0.9 million, $ 0.4 million , and $ — million , respectively.
−Removed: 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.
+Added: The liability for outstanding phantom stock options as of June 30, 2026 and 2025 was $ 1.8 million and $ 2.3 million, respectively, and is included in accounts payable and accrued liabilities and other non-current liabilities in the consolidated balance sheets.
Phantom stock option awards vest based on service conditions.
−Removed: The Company has elected to use the Black-Scholes model to calculate the fair value of Phantom stock options.
−Removed: 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.
−Removed: These include the price per share, expected term, expected volatility, expected dividend yield and the risk-free interest rate.
+Added: The Company used the Black-Scholes model to determine the fair value of Phantom stock options, which was estimated using the following assumptions:
Year ended June 30,
22 unchanged sentences
2020 Long Term Incentive Plan
−Removed: 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”).
+Added: On May 20, 2020, our Board and shareholders approved and adopted the Company’s 2020 Long Term Incentive Plan, which was amended and restated on January 14, 2022 and December 5, 2025 (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 2,637,326 shares.
−Removed: The 2020 LTIP provides for grants of stock options and restricted stock units.
+Added: The 2020 LTIP provides for grants of stock options and restricted stock units (“RSU”).
Stock options
12 unchanged sentences
Vested and exercisable as of June 30, 2026 351,721 $ 18.92 5.09 $ 4,029
−Removed: There were no options granted during the year ended June 30, 2025.
−Removed: 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.
+Added: There were no options granted during the years ended June 30, 2026 and 2025.
+Added: The weighted-average grant-date fair value of options granted during the year ended June 30, 2024 was $ 6.70 .
The total pre-tax intrinsic value of the options exercised during the years ended June 30, 2026, 2025 and 2024 was $ 3.5 million , $ 2.6 million and $ 0.1 million, respectively.
−Removed: We use the Black-Scholes model to determine the grant-date fair value of the stock options, which was estimated using the following assumptions:
−Removed: Year ended June 30,
+Added: The Company used the Black-Scholes model to determine the grant-date fair value of the stock options, which was estimated using the following assumptions:
+Added: June 30, 2024
Expected term 6.12 years
Expected volatility 35.49 % - 35.87 %
−Removed: 32.89 % - 33.39 %
Expected dividend yield 0.00 %
Risk-free interest rate 4.24 % to 4.33 %
−Removed: 3.75 % to 4.11 %
The assumptions used in the Black-Scholes model are estimated as follows:
8 unchanged sentences
Estimated based on the simplified method as we do not have adequate historical data.
−Removed: Restricted stock units (“RSU”)
+Added: Restricted stock units
The Company periodically grants RSUs which vest based on service conditions over four years .
2 unchanged sentences
PRSUs are subject to service and performance conditions.
−Removed: Performance triggers are based on revenue or EBITDA targets.
−Removed: If such targets are met, awards begin vesting on a three-year schedule.
−Removed: If targets are not met, no shares will vest.
−Removed: 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.
−Removed: 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.
−Removed: There were no awards granted during the year ended June 30, 2023.
+Added: Performance conditions may be based on certain thresholds such as revenue or EBITDA targets.
+Added: The Company has PRSUs that vest over varying periods once the performance conditions have been met.
+Added: If performance conditions are not met, no shares will vest.
+Added: 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.
+Added: The weighted average grant-date fair value of the awards
+Added: granted during the years ended June 30, 2026, 2025 and 2024 w as $ 30.37 , $ 22.55 , and $ 17.13 , res pectively.
The total fair value of RSU and PRSU awards vested during the years ended June 30, 2026, 2025 and 2024 was $ 7.7 million, $ 0.2 million and $ 0.3 million, respectively.
Market- and Service-based restricted stock units (“TSR Awards”)
−Removed: 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.
−Removed: The number of TSR Awards eligible to vest may range from zero to 200 % the granted amount depending on the Company’s performance.
−Removed: 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.
−Removed: The Company used a Monte Carlo model to calculate the fair value of the TSR Awards using the following assumptions:
−Removed: Weighted average remaining performance period
−Removed: (Years) Expected volatility Expected dividend yield Risk-free interest rate
−Removed: 2025 Awards 1.6 44 % 0.00 % 4.2 % to 4.4 %
+Added: The Company periodically grants TSR Awards, which are subject to service and market conditions.
+Added: The number of shares that could be potentially issued under these TSR Awards depends on the Company performance and may range from zero to 200 % of the amount originally granted.
+Added: The TSR Awards are measured equally over three separate performance periods.
+Added: The Company used the Monte Carlo model to determine the grant-date fair value of the TSR Awards, which was estimated using the following assumptions:
+Added: Year ended June 30,
+Added: Weighted average remaining performance period 1.5 years 1.6 years
+Added: Expected volatility 42.3 % - 45.8 %
Expected dividend yield 0.00% 0.00 %
+Added: Risk-free interest rate 3.4 % to 3.5 %
+Added: 4.2 % to 4.4 %
+Added: • Expected dividend yield:
zero percent , as we do not anticipate paying dividends on our common shares.
• Expected volatility:
−Removed: Based on the historical stock price volatility of the Company with a look back period commensurate with a term of the award.
+Added: Based on the historical stock price volatility of the Company with a look back period commensurate with the term of the award.
• Risk-free interest rate:
3 unchanged sentences
Based on remaining performance period at the time of the grant.
−Removed: The grant-date fair value of the TSR Awards was $ 26.25 per award.
+Added: The weighted average grant-date fair value of TSR Awards granted during the years ended June 30, 2026 and 2025 was $ 42.55 and $ 26.25 , respectively.
+Added: There were no TSR Awards granted during the year ended June 30, 2024.
+Added: The total fair value of TSR Awards vested during the year ended June 30, 2026, including the incremental shares that were issued due to market condition achievement, was $ 1.8 million.
+Added: There were no TSR Awards vested during the years ended June 30, 2025 or 2024.
A summary of the unvested RSU, PRSU and TSR Awards activity for the year ended June 30, 2026 is as follows:
3 unchanged sentences
Vested ( 266,792 ) 19.03
+Added: Change due to market condition achievement 21,681 26.25
Forfeitures / cancellations / expirations ( 31,825 ) 21.40
1 unchanged sentence
As of June 30, 2026, there was app roximately $ 8.5 million of total unrecognized compensation expense related to the 2020 LTIP awards, which will be recognized over the remaining weighted average vesting period of 2.64 years.
−Removed: The fair value hierarchy prioritized the input to valuation techniques used to measure fair value.
+Added: The fair value hierarchy prioritizes 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.
10 unchanged sentences
The Company uses the Black-Scholes option pricing model to value our phantom stock awards.
−Removed: All inputs to the model are derived from active market information for identical or similar instruments, including stock price,
−Removed: volatility, and interest rates.
+Added: All inputs to the model are derived from active market information for identical or similar instruments, including stock price, 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.
7 unchanged sentences
Cash flow hedge - foreign currency collars, net $ — $ 2,661 $ —
−Removed: Total assets $ — $ 724 $ —
Phantom stock options $ — $ 1,754 $ —
7 unchanged sentences
Cash flow hedge - foreign currency collars, net $ — $ 724 $ —
+Added: Total assets — 724 —
Phantom stock options $ — $ 2,341 $ —
Total liabilities $ — $ 2,341 $ —
−Removed: These balances are included in other current assets, accounts payable and accrued liabilities, and other non-current liabilities in the consolidated balance sheets.
−Removed: There were no transfers between the different hierarchy levels in the years ended June 30, 2025 and 2024 .
+Added: These balances are included in accounts payable and accrued liabilities and other non-current liabilities in the consolidated balance sheets as of June 30, 2026, and in other current assets, accounts payable and accrued liabilities, and other non-current liabilities as of June 30, 2025.
+Added: There were no transfers between the different hierarchy levels during the years ended June 30, 2026 and 2025 .
Income before income taxes includes the following components:
1 unchanged sentence
($000s) 2026 2025 2024
−Removed: United States $ 24,494 $ 18,492 $ 21,938
+Added: Domestic $ 62 $ ( 55 ) $ 1,611
Foreign 54,232 45,987 39,375
3 unchanged sentences
($000s) 2026 2025 2024
−Removed: Current tax expense:
+Added: Current tax provision
+Added: Bermuda $ — $ — $ —
+Added: Foreign - U.S.
Federal 5,233 7,019 3,203
+Added: Foreign - U.S.
State ( 133 ) 2,113 1,532
−Removed: Foreign 3,054 2,241 3,467
+Added: Foreign - Others 2,072 3,054 2,241
Total current expense $ 7,172 $ 12,186 $ 6,976
−Removed: Deferred tax:
+Added: Deferred tax provision
+Added: Bermuda $ — $ — $ —
+Added: Foreign - U.S.
Federal 1,163 ( 2,735 ) ( 124 )
+Added: Foreign - U.S.
State 149 ( 445 ) 155
−Removed: Foreign 62 324 ( 457 )
−Removed: Total deferred (benefit) / expense $ ( 3,118 ) $ 355 $ 4,405
+Added: Foreign - Others ( 521 ) 62 324
+Added: Total deferred expense (benefit) $ 791 $ ( 3,118 ) $ 355
Provision for income tax expense $ 7,963 $ 9,068 $ 7,331
1 unchanged sentence
operations and its various foreign operations including subsidiaries based in Canada, Jamaica, Nicaragua, Pakistan, Honduras, the Philippines, United Arab Emirates, and Saudi Arabia.
−Removed: Historically, the Company’s Bermuda-based companies have not been subject to income tax as there is no corporate income tax in Bermuda.
−Removed: 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.
−Removed: 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.
−Removed: Differences between U.S.
−Removed: federal statutory income tax rates and our effective tax rates for the years ended June 30, 2025, 2024, and 2023 are as follows:
+Added: Historically, the Company’s Bermuda-based companies have not been subject to income tax as there was no corporate income tax in Bermuda.
+Added: On December 27, 2023, the Bermuda Corporate Income Tax Act 2023 (“CIT”) 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 in two of the four previous fiscal years.
+Added: The Company's consolidated revenues do not meet this 750 million Euros threshold, and accordingly, we are not currently subject to the Bermuda CIT.
+Added: The provision for income taxes differs from the expected amount calculated by applying the Company’s Bermuda statutory rate to income before income taxes as follows:
+Added: June 30, 2026
+Added: Tax Effect Rate Effect
+Added: Income before income taxes $ 54,294
+Added: Bermuda statutory rate — 0.0 %
+Added: Foreign tax effects
+Added: United States
+Added: Statutory tax rate differential - Federal 7,702 14.2 %
+Added: Statutory tax rate differential - State and Local 1,446 2.7 %
+Added: Tax credits ( 590 ) ( 1.1 ) %
+Added: Stock-based payment awards ( 1,494 ) ( 2.8 ) %
+Added: Limitation on executive compensation 1,007 1.9 %
+Added: Prior year taxes ( 772 ) ( 1.4 ) %
+Added: Other 146 0.2 %
+Added: Statutory tax rate differential 1,655 3.0 %
+Added: Tax holiday savings ( 511 ) ( 0.9 ) %
+Added: Lease deferred tax asset ( 597 ) ( 1.1 ) %
+Added: Statutory tax rate differential 4,147 7.6 %
+Added: Tax holiday savings ( 3,387 ) ( 6.2 ) %
+Added: Statutory tax rate differential 714 1.3 %
+Added: Tax holiday savings ( 540 ) ( 1.0 ) %
+Added: Tax credits ( 145 ) ( 0.3 ) %
+Added: Others 195 0.4 %
+Added: Statutory tax rate differential 764 1.4 %
+Added: Tax holiday savings ( 764 ) ( 1.4 ) %
+Added: Other foreign jurisdictions
+Added: Statutory tax rate differential 317 0.6 %
+Added: Tax holiday savings ( 278 ) ( 0.5 ) %
+Added: Changes in valuation allowances ( 20 ) 0.0 %
+Added: Changes in unrecognized tax benefits ( 1,032 ) ( 1.9 ) %
+Added: Provision for income tax expense $ 7,963 14.7 %
+Added: The reconciliation of taxes at the US federal statutory rate to income tax expense for the years ended June 30, 2025 and 2024 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:
Year ended June 30,
−Removed: 2025 2024 2023
federal statutory rate 21.0 % 21.0 %
7 unchanged sentences
The effective tax rate was 14.7 %, 19.7 % and 17.9 % for the fiscal years ended June 30, 2026, 2025, and 2024, respectively.
−Removed: 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.
+Added: The changes in the effective tax rate between these periods was primarily attributable to changes in revenue mix across our taxable jurisdictions and discrete items, including discrete tax benefits from stock-based compensation and favorable resolution of uncertain tax positions during the current year.
+Added: A substantial portion of US state and local income taxes relate to California, Georgia, Illinois and Virginia.
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.
−Removed: 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.
+Added: In Nicaragua, we have been granted approval of exemption from income taxes until September 2035.
In Pakistan, we have been granted approval for an indefinite exemption from income taxes on all exported IT services.
−Removed: In Honduras, we
−Removed: have been granted approval of exemption from income taxes under the Free Tax Zone Law until 2033.
+Added: In Honduras, we 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.
3 unchanged sentences
The aggregate reduction in income tax expense per diluted share was $ 0.37 , $ 0.36 , and $ 0.29 for the years ended June 30, 2026, 2025, and 2024, respectively.
+Added: During the year ended June 30, 2026, the Company adopted ASU 2023-09 to enhance the income taxes disclosures regarding income taxes paid and the rate reconciliation disclosure.
+Added: Cash paid for income taxes, net of refunds, during the year ended June 30, 2026 were as follows:
+Added: Year ended June 30,
+Added: United States $ 8,952
+Added: Philippines 1,482
+Added: Cash paid for income taxes, net of refunds $ 11,587
Significant components of deferred tax assets and liabilities included in the consolidated balance sheets are as follows:
14 unchanged sentences
Intangible assets ( 1,075 ) ( 1,107 )
−Removed: Other liability — ( 10 )
Total deferred tax liabilities $ ( 4,891 ) $ ( 4,306 )
3 unchanged sentences
The state net operating losses will expire based on each state’s income tax laws.
−Removed: 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.
−Removed: 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.
+Added: The Company’s Canadian subsidiary had net operating loss carry forwards of $ 2.0 million and $ 2.1 million as of June 30, 2026 and 2025, respectively, which will begin to expire in 2028.
+Added: The Company’s UK subsidiary had net operating loss carry forwards of $ 2.3 million and $ 2.4 million as of June 30, 2026 and 2025, respectively, which can be carried forward indefinitely.
These amounts are estimated amounts for the year ended June 30, 2026, and based on the income tax returns filed for the year ended June 30, 2025.
19 unchanged sentences
Ending balance $ — $ 1,032 $ —
+Added: There were no tax benefits included in the balance of unrecognized tax benefits for the years ended June 30, 2026 and June 30, 2024 that, if recognized, would affect the Company’s effective tax rate.
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.
−Removed: 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.
7 unchanged sentences
Tax return filings in Canada for the year ended June 2023 and onward are still open for examination.
−Removed: 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.
−Removed: Public Law No:
−Removed: 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.
−Removed: The Company is evaluating the impact of this enactment.
−Removed: In June 2024, a U.S.
−Removed: subsidiary received a letter from the Internal Revenue Services (“IRS”) requesting information for examination of the year ended June 30, 2022.
−Removed: The IRS performed and concluded the review of the examination.
−Removed: A final Letter 590, dated May 27, 2025 was issued stating that no changes have been made to the reported tax period under review.
+Added: Tax return filings in Luxembourg for the year ended June 2021 and onward are still open for examination as well as Cyprus tax returns for tax years ended June 2020.
+Added: The One Big Beautiful Bill Act (Public Law no.
+Added: 119-21, the "Act") was signed on July 4, 2025, which marks the date of enactment for the tax provisions included in the Act.
+Added: After evaluating the Act, management has concluded that the Company is not materially impacted based on current guidance.
+Added: The Company will continue to monitor any future guidance or interpretations that could affect this assessment.
STOCKHOLDERS’ EQUITY
4 unchanged sentences
Benefit Plan Total
−Removed: Balance as of June 30, 2022 $ ( 4,026 ) $ ( 639 ) $ 103 $ ( 4,562 )
−Removed: Foreign currency translation ( 2,234 ) — — ( 2,234 )
−Removed: Actuarial losses on defined benefit plan — — ( 120 ) ( 120 )
−Removed: Unrealized losses on cash flow hedges — ( 479 ) — ( 479 )
−Removed: Reclassifications to earnings — 1,156 89 1,245
−Removed: Tax benefit — ( 162 ) — ( 162 )
−Removed: Balance as of June 30, 2023 $ ( 6,260 ) $ ( 124 ) $ 72 $ ( 6,312 )
+Added: Balance, June 30, 2023 $ ( 6,260 ) $ ( 124 ) $ 72 $ ( 6,312 )
Foreign currency translation ( 1,623 ) — — ( 1,623 )
3 unchanged sentences
Tax provision — 44 — 44
−Removed: Balance as of June 30, 2024 $ ( 7,883 ) $ ( 235 ) $ 205 $ ( 7,913 )
+Added: Balance, June 30, 2024 $ ( 7,883 ) $ ( 235 ) $ 205 $ ( 7,913 )
Foreign currency translation 1,114 — — 1,114
3 unchanged sentences
Tax benefit — ( 285 ) — ( 285 )
−Removed: Balance as of June 30, 2025 $ ( 6,769 ) $ 540 $ ( 107 ) $ ( 6,336 )
+Added: Balance, June 30, 2025 $ ( 6,769 ) $ 540 $ ( 107 ) $ ( 6,336 )
+Added: Foreign currency translation ( 3,140 ) ( 3,140 )
+Added: Actuarial gains on defined benefit plan 524 524
+Added: Unrealized losses on cash flow hedges ( 5,522 ) ( 5,522 )
+Added: Reclassifications to earnings 2,137 2,137
+Added: Tax provision 850 850
+Added: Balance, June 30, 2026 $ ( 9,909 ) $ ( 1,995 ) $ 417 $ ( 11,487 )
The following table presents the reclassifications from AOCI to the consolidated statements of comprehensive income:
3 unchanged sentences
Classification
−Removed: Foreign currency translation gain $ — $ — $ 173 Selling, general and administrative expense
Losses on foreign currency hedges $ ( 2,137 ) $ ( 32 ) $ ( 257 ) Cost of services
−Removed: Gains on interest rate swap — — 45 Interest expense
−Removed: Tax benefit / (provision) 285 ( 44 ) 162 Provision for income taxes
+Added: Tax (provision) / benefit ( 850 ) 285 ( 44 ) Provision for income taxes
Total derivative valuation $ ( 2,987 ) $ 253 $ ( 301 )
−Removed: Amortization related to defined benefit plan $ — $ — $ ( 89 ) Cost of services
−Removed: TRGI Purchase Agreement
−Removed: 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.
−Removed: 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, 2026 and 2025.
−Removed: 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").
−Removed: As of June 30, 2025, the aggregate amount available for repurchase under the 2025 Share Repurchase Program was $ 13.3 million.
−Removed: 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.
+Added: On May 11, 2026, the Board authorized $ 20 million in share repurchases for the next twelve months (the "2026 Share Repurchase Program").
+Added: As of June 30, 2026, the amount available for repurchase under the 2026 Share Repurchase Program was $ 17.9 million.
+Added: During the years ended June 30, 2026 and 2025, the Company repurchased 452,758 and 385,510 common shares, respectively, totaling $ 14.4 million and $ 7.2 million, respectively.
All repurchases under these programs were funded with our existing cash balance.
+Added: During the year ended June 30, 2025, the Company entered into a purchase agreement with The Resource Group International Limited ("TRGI"), pursuant to which the Company purchased from TRGI 3,562,341 common shares of the Company for an aggregate price of $ 70 million, of which $ 45 million was paid in cash and $ 25 million was paid in the form of a convertible promissory note.
+Added: The convertible promissory note was repaid on January 9, 2025.
WEIGHTED AVERAGE SHARE COUNTS
16 unchanged sentences
Numerator for diluted EPS $ 46,331 $ 37,042 $ 33,655
−Removed: RELATED PARTY TRANSACTIONS
−Removed: The Company has agreements with certain companies under the control of one of our shareholders, TRGI, in the normal course of business.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We did not have any other non-current assets with related parties as of June 30, 2025.
−Removed: The balance of the other non-current assets was $ 1.1 million as of June 30, 2024.
−Removed: TRGI Purchase Agreement
−Removed: 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.
INVESTMENT IN JOINT VENTURE
13 unchanged sentences
The measure of segment assets is reported on the consolidated balance sheet as total assets.
−Removed: The significant segment expenses for the Company are those on the consolidated statements of comprehensive income.
+Added: The significant segment expenses for the Company are those included in 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.
+Added: SUBSEQUENT EVENT
+Added: HSBC Credit Facilities
+Added: Amendment to U.S.
+Added: Credit Agreement
+Added: On September 8, 2026 (the “Amendment Effective Date”), the Company's subsidiary, Ibex US, the Company , I bex Global Limited, the other borrowers party thereto from time to time, the other guarantors party thereto from time to time, the lenders party thereto from time to time and HSBC Bank USA, National Association, as administrative agent, entered into Amendment No.
+Added: 1 (the “First Amendment”) to the U.S.
+Added: Credit Agreement.
+Added: The First Amendment extends the maturity date of the U.S.
+Added: Credit Facility by three years to the earlier of October 22, 2029 and the termination or maturity of the obligations under the Amended UAE Credit Agreement (as defined below).
+Added: In addition, the First Amendment provides that:
+Added: (i) a closing fee at 0.20 % of the facility is payable at the time of accepting the First Amendment;
+Added: and (ii) a commitment fee at 0.30 % per annum will be payable by the Company on the non-utilized portion of the U.S.
+Added: Credit Facility.
+Added: There were no changes made to the interest rate for borrowings under the U.S.
+Added: Credit Facility, other material terms, or financial and non-financial covenants.
+Added: Amendment to UAE Credit Agreement
+Added: On the Amendment Effective Date, the Company's subsidiary, the UAE Company entered into:
+Added: (i) an amended facility offer letter (the “Amended FOL”);
+Added: together with (ii) the general terms and conditions applicable to corporate banking credit facilities;
+Added: and (iii) the letter of deviation (collectively, the “Amended UAE Credit Agreement”), in each case, with HSBC UAE.
+Added: The Amended FOL provides for an increase in the total credit facility to $ 51,050,000 , consisting of a committed $ 50 million Loan Facility, a $ 1 million in Bond Guarantees, and a $ 50,000 Commercial Card Facility (collectively, the “Amended UAE Facilities”).
+Added: The final repayment date for the Amended UAE Credit Agreement was extended for three years to October 22, 2029.
+Added: The Amended FOL provides that:
+Added: (i) a processing fee at 0.20 % of the Amended UAE Facilities is payable at the time of accepting the Amended FOL;
+Added: and (ii) a commitment fee at 0.30 % per annum will be payable by the UAE Company on the non-utilized portion of the UAE Loan Facility.
+Added: To secure the Amended UAE Facilities, the UAE Company entered into a Security Agreement in favor of HSBC UAE in the amount of $ 58,905,000 in secured assets, consisting of the UAE Company’s accounts receivable and their proceeds.
+Added: In addition, the Company provided an amended irrevocable and unconditional guarantee in favor of HSBC UAE with respect to all monies and liabilities owing or incurred by the UAE Company in favor of HSBC UAE.
+Added: The Commercial Card Facility is subject to HSBC UAE’s standard commercial card terms and conditions.
+Added: There were no changes made to the interest rate for borrowings under the UAE Loan Facility, other material terms, or financial and non-financial covenants.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.