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What changed in IBEX Ltd's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of IBEX Ltd's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+336 added−347 removedSource: 10-K (2025-09-11) vs 10-K (2024-09-12)

Top changes in IBEX Ltd's 2025 10-K

336 paragraphs added · 347 removed · 279 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

70 edited+10 added−7 removed103 unchanged
Biggest changePIPA, once in force, applies to every organization (which includes any individual, entity or public authority) that uses personal information in Bermuda where that personal information is used by automated or other means which form, or are intended to form, part of a structured filing system.
Biggest changeThe operative provisions of PIPA, which include detailed requirements around conditions for use and consent to use of personal information, specific obligations on organizations that use personal information, overseas data transfer assessment obligations and access, rectification and erasure rights for individuals, were fully implemented on January 1, 2025. 16 Table of Contents PIPA applies to every organization (which includes any individual, entity or public authority) that uses personal information in Bermuda where that personal information is used by automated or other means which form, or are intended to form, part of a structured filing system.
We also serve large Fortune 500 companies with very established brands. Our clients fit primarily within two categories: Digital-First Companies. The first category of clients is digitally driven “disruptors.” We refer to these clients as the “digital-first” companies. They tend to be faster-growing brands in high-growth industries, such as (but not limited to) technology, e-commerce and consumer services.
We also serve large Fortune 500 companies with very established brands. Our clients fit primarily within two categories: Digital-First Companies. The first category of our clients is digitally driven “disruptors.” We refer to these clients as the “digital-first” companies. They tend to be faster-growing brands in high-growth industries, such as (but not limited to) technology, e-commerce and consumer services.
In contrast to mature business models, digital-first companies have generally not focused on developing large-scale insourced customer operations; therefore, they rely on external partners that can deliver customer service, engagement and support while maintaining the quality of their brands. Most of these companies source their customer interaction needs from lower-cost locations outside their home markets.
In contrast to mature business models, digital-first companies have generally not focused on developing large-scale insourced customer operations; therefore, they rely on external partners that can deliver customer service, engagement and support while maintaining the quality of their brands. Most of these companies source their customer interaction needs from lower-cost locations outside of their home markets.
Our vertical industry expertise high-growth areas, including Retail and E-commerce, Travel, Transportation & Logistics, HealthTech, and FinTech, allows us to adapt our services and solutions for clients, further embedding us into their customer engagement lifecycle while delivering impactful business results. We do this through leveraging our key competitive strengths: 1.
Our vertical industry in expertise high-growth areas, including Retail and E-commerce, Travel, Transportation & Logistics, HealthTech, and FinTech, allows us to adapt our services and solutions for clients, further embedding us into their customer engagement lifecycle while delivering impactful business results. We do this through leveraging our key competitive strengths: 1.
Industry Overview and Trends Historically, the industry was premised on labor arbitrage and cost. Offshoring of work to markets like India and the Philippines was driven primarily by the cost advantages those markets provided. Today, our business is experiencing significant growth with clients that require best-in-class performance and differentiated value propositions.
Industry Overview and Trends Historically, the industry was premised on labor arbitrage and cost. Offshoring of work to geographies like India and the Philippines was driven primarily by the cost advantages those markets provided. Today, our business is experiencing significant growth with clients that require best-in-class performance and differentiated value propositions.
We are well positioned with the top brands in each of the industry verticals in which we operate and can leverage domain knowledge and strong client references to generate business with other companies in the same industry vertical. Our sales and marketing teams are leading the charge at the following initiatives. New Logos.
We believe we are well positioned with the top brands in each of the industry verticals in which we operate and can leverage domain knowledge and strong client references to generate business with other companies in the same industry vertical. Our sales and marketing teams are leading the charge at the following initiatives. New Logos.
Our Flexible Operating Delivery Model Our global delivery model is built on onshore (continental United States), nearshore (Nicaragua, Honduras and Jamaica) and offshore (Philippines and Pakistan) customer experience delivery centers, and includes a unique ability to support work-at-home capabilities in any region with internet access.
Our Flexible Operating Delivery Model Our global delivery model is built on onshore (continental United States), nearshore (Nicaragua, Honduras and Jamaica) and offshore (Philippines, Pakistan and India) customer experience delivery centers, and includes a unique ability to support work-at-home capabilities in any region with internet access.
As a result, they are often moving away from their incumbent legacy providers to find service providers that can deliver better and differentiated customer support, leveraging emerging technologies. They are not just looking for labor to manage contacts, but rather they are looking for great customer experiences.
As a result, they are often moving away from their incumbent legacy and moving to service providers that can deliver better and differentiated customer support, leveraging emerging technologies. They are not just looking for labor to manage contacts, but rather they are looking for great customer experiences.
We combine our strong heritage of delivering leading customer experiences (“CX”) operations, services and solutions that span omnichannel customer engagement and support, digital marketing and customer experience management to help our clients measure customer sentiment and deliver a superior CX to their end-customers.
We combine our strong heritage of delivering leading customer experience (“CX”) operations, services and solutions that span omnichannel customer engagement and support, digital marketing and customer experience management to help our clients measure customer sentiment and deliver a superior CX to their end-customers.
Our growth strategy is predicated on four growth pillars. 1. the ability to harness innovative technology that creates increased efficiencies for our business and our clients’ business 2. our strong track record of delivering best-in-class operations 3. a high-performing company culture that breeds expertise and real-world knowledge amongst a very talented employee base and 4. a customer-devoted mentality that breeds loyalty and long-term relationships.
Our growth strategy is predicated on four growth pillars: 1. the ability to harness innovative technology that creates increased efficiencies for our business and our clients’ business; 2. our strong track record of delivering best-in-class operations ; 3. a high-performing company culture that breeds expertise and real-world knowledge amongst a very talented employee base; and 4. a client-devoted mentality that breeds loyalty and long-term relationships.
Most of the new opportunities created within the embedded base of existing clients are led by the senior leadership of the client services team and follow the same general sales process as the new logo team.
Most of the new opportunities created within the embedded base of existing clients are led by the senior leadership of the client services team and follow the same general sales process as the new logo teams.
Leveraging our proprietary technology platform, company culture and operational excellence, ibex helps more than 135 clients create innovative and differentiated customer experiences to help increase loyalty, enhance brand awareness and drive revenue in an era of rapid change and digital transformation. Our Service Offerings The Company is an end-to-end provider of technology-enabled customer lifecycle experience (“CLX”) solutions.
Leveraging our proprietary technology platform, company culture and operational excellence, ibex helps more than 140 clients create innovative and differentiated customer experiences to help increase loyalty, enhance brand awareness and drive revenue in an era of rapid change and digital transformation. Our Service Offerings The Company is an end-to-end provider of technology-enabled customer lifecycle experience (“CLX”) solutions.
Potential automation in backend and middle-office business processes, as well as potential increased use of bots to respond to pre-defined queries, could impact assisted customer interactions. Additionally, productivity, data availability and quality due to generative AI could result in an increased volume of work, as agents may be up-skilled to deploy improved analytical capabilities.
Potential automation in backend and middle-office business processes, as well as potential increased use of bots to respond to pre-defined queries, has begun to impact assisted customer interactions. Additionally, productivity, data availability and quality due to generative AI could result in an increased volume of analytical work, as agents may be up-skilled to deploy improved analytical capabilities.
Blue Chip Companies. The second category is made up of mostly Fortune 500 brands, across a broad range of industries, such as telecommunications, cable, financial services, and healthcare, which have large customer bases and rely on outsourced providers to maximize customer retention and improve customer expansion. We refer to these clients as “blue chip” companies.
The second category is made up of mostly Fortune 500 brands, across a broad range of industries, such as telecommunications, cable, financial services, and healthcare, which have large customer bases and rely on outsourced providers to maximize customer retention and improve customer expansion. We refer to these clients as “blue chip” companies.
Broad set of full lifecycle digital services –The services we provide for our clients include three key services – Digital & Omni-Channel Customer Experience (ibex Connect), Digital Marketing and E-Commerce (ibex Digital) and Digital CX surveys and analytics (ibex CX). This contrasts to many of our traditional competitors that are focused solely on contact center services.
Broad set of full lifecycle digital services –The services we provide for our clients include three key service areas – Digital & Omni-Channel Customer Experience (ibex Connect), Digital Marketing and E-Commerce (ibex Digital) and Digital CX surveys and analytics (ibex CX). This contrasts to many of our traditional competitors that are focused solely on contact center services.
Julie Casteel has served as our Chief Sales & Marketing Officer since 2012 and is responsible for expanding new and existing clients. She currently leads the strategy for growth and profitability for Ibex’s largest global clients and is also responsible for the strategic development of the financial services and healthcare vertical markets. Ms.
Julie Casteel has served as our Chief Marketing and Strategic Accounts Officer since 2012 and is responsible for expanding new and existing clients. She currently leads the strategy for growth and profitability for Ibex’s largest global clients and is also responsible for the strategic development of the financial services and healthcare vertical markets. Ms.
We focus our marketing effort on demonstrating to our prospective clients our thought leadership in the CLX market, addressing the challenges facing companies across the full customer lifecycle, and engaging business leaders who are seeking to leverage data, technology, analytics, and insights to drive competitive differentiation.
We focus our marketing efforts on demonstrating to our prospective clients our thought leadership in the CLX market, addressing the challenges facing companies across the full customer lifecycle, and engaging business leaders who are seeking to leverage data, technology, analytics, and insights to drive competitive differentiation.
Our success leveraging and embedding our Wave iX technology and analytics insight platform suite across client engagements enhances and strengthens the nature of our client relationships. This is evidenced both by our high client retention rates, as well as our client Net Promoter Score (“NPS”) of 68.
Our success leveraging and embedding our Wave iX technology and analytics insight platform suite across client engagements enhances and strengthens the nature of our client relationships. This is evidenced both by our high client retention rates, as well as our most recent client Net Promoter Score (“NPS”) of 68.
As part of our highly engaged, or “leaned in” corporate culture, our client relationships are set up at multiple levels and layers, all the way from our Chief Executive Officer through the business heads of our organization. 12 Table of Contents We believe the multi-layered nature of these relationships allows us to develop even stronger client engagements. Marketing Efforts .
As part of our highly engaged, or “leaned in” corporate culture, our client relationships are set up at multiple levels and layers, all the way from our Chief Executive Officer through the business heads of our organization. We believe the multi-layered nature of these relationships allows us to develop even stronger client engagements. Marketing Efforts .
There is no family relationship between any executive officer or director. The following information sets forth the business experience for at least the past five years for each of our executive officers. Mr. Robert Dechant has served as our Chief Executive Officer since July 2019 and as a member of the Board since January 2021.
There is no family relationship between any executive officer or director. The following information sets forth the business experience for at least the past five years for each of our executive officers. 18 Table of Contents Mr. Robert Dechant has served as our Chief Executive Officer since July 2019 and as a member of the Board since January 2021.
We have registered or are registering various trademarks and service marks in the U.S. and/or other countries for our brand and our technology. The duration of trademark and service mark registrations varies from country to country but may generally be renewed indefinitely as long as the marks are in use and their registrations are properly maintained.
We have registered or are registering various trademarks and service marks in the U.S. and/or other countries for our brand and our technology. The duration of trademark and service mark registrations varies from country 15 Table of Contents to country but may generally be renewed indefinitely as long as the marks are in use and their registrations are properly maintained.
Other important factors include maintaining high and consistent levels of service quality, tailored value-added service offerings, supported by advanced technological capabilities, industry and domain expertise, an understanding of the digital marketplace and modern consumer, sufficient diversified global delivery coverage, reliability, scalability, security and competitive pricing.
Other important factors include maintaining high and consistent levels of service quality, tailored value-added service offerings, supported by advanced technological capabilities, industry and domain expertise, an understanding of the digital marketplace and 13 Table of Contents modern consumer, sufficient diversified global delivery coverage, reliability, scalability, security and competitive pricing.
Our new logo organization is made up of teams focused on our key market verticals. Each team is focused solely on penetrating and closing business with the top 40 companies in each vertical.
Our new logo organization is made up of teams focused on our key market verticals. Each team is focused solely on penetrating and closing business with the top 40 companies in each of our target verticals.
Our culture is distinctive – built by and for the individuals that represent our clients’ brands with each and every contact. Our commitment to those individuals exceeds anything in our industry, as evidenced by our e NPS of 77. 17 Table of Contents At the foundation of our culture are three primary principals: 1.
Our culture is distinctive – built by and for the individuals that represent our clients’ brands with each and every contact. Our commitment to those individuals exceeds anything in our industry, as evidenced by our e NPS of 77. At the foundation of our culture are three primary principals: 1.
Wilkens served as Vice President and Chief Architect at LivePerson, a conversational AI software company. From 2016 to 2018, Mr. Wilkens served as Chief Technology Officer of AdvantageTec, a customer engagement software company. Mr. Wilkens studied electrical engineering at the Kiel University of Applied Sciences in Germany. 19 Table of Contents
Wilkens served as Vice President and Chief Architect at LivePerson, a conversational AI software company. From 2016 to 2018, Mr. Wilkens served as Chief Technology Officer of AdvantageTec, a customer engagement software company. Mr. Wilkens studied electrical engineering at the Kiel University of Applied Sciences in Germany. Mr.
Integrated Technology Solutions for Mature Sectors – Fortune 500 companies that historically utilized traditional live-agent, voice-based services are now integrating new technology-enabled solutions that include multi-channel delivery, self-serve options and automation. Such solutions allow them to achieve greater operational flexibility and innovate their service offerings. 11 Table of Contents 10.
Integrated Technology Solutions for Mature Sectors – Fortune 500 companies that historically utilized traditional live-agent, voice-based services are now integrating new technology-enabled solutions that include multi-channel delivery, self-serve options and automation. Such solutions allow them to achieve greater operational flexibility and innovate their service offerings. 10.
Greenwald served as the Executive Vice President and Chief Financial Officer of Synchronoss Technologies, a software company, 18 Table of Contents from 2021 to 2022. From 2019 to 2021, Mr. Greenwald served as the Chief Financial Officer, Web Presence, of Endurance International Group, an information technology services company. From 2000 to 2019, Mr.
Greenwald served as the Executive Vice President and Chief Financial Officer of Synchronoss Technologies, a software company, from 2021 to 2022. From 2019 to 2021, Mr. Greenwald served as the Chief Financial Officer, Web Presence, of Endurance International Group, an information technology services company. From 2000 to 2019, Mr.
See “ Risk Factors - Risks Related to Being Incorporated in Bermuda” for more information . 16 Table of Contents Privacy, Data Protection, and Cybersecurity We use, collect, store, transmit, transfer, and process customer data in the ordinary course of business.
See “ Risk Factors - Risks Related to Being Incorporated in Bermuda” for more information . Privacy, Data Protection, and Cybersecurity We use, collect, store, transmit, transfer, and process customer data in the ordinary course of business.
Differentiated as a nimble, disruptive provider – Companies continue to seek disruptive partners that are fast and flexible. We believe that we have a distinct organizational culture that embraces technological disruption and is characterized by innovation, speed and structural nimbleness.
Differentiation as a nimble, disruptive provider – Companies continue to seek disruptive BPO partners that are fast and flexible. We believe that we have a distinct organizational culture that embraces technological disruption and is characterized by innovation, speed and structural nimbleness.
We expect that investments in automation, digitization and machine learning will become key drivers in the industry as clients seek to adopt more technology-rich ways of servicing their customers. 9.
We expect that investments in automation, digitization and machine learning will become key drivers in the industry as clients seek to adopt more technology-rich ways of servicing their customers. 11 Table of Contents 9.
From 2006 to 2008, Mr. Dechant was the EVP and General Manager of the public company 3 Com, an internet working company. Mr. Dechant holds a B.S. degree from Fairfield University. Mr. Taylor Greenwald has served as our Chief Financial Officer since August 2023. Mr.
From 2006 to 2008, Mr. Dechant was the Executive Vice President and General Manager of the public company 3 Com, an internet working company. Mr. Dechant holds a B.S. degree from Fairfield University. Mr. Taylor Greenwald has served as our Chief Financial Officer since August 2023. Mr.
We expect providers with integrated offerings will command a larger share of wallet from their clients, drive a greater degree of insight and performance, and ultimately drive a longer term and mutually beneficial partnership.
We expect BPO providers with integrated offerings will command a larger share of spend from their clients, drive a greater degree of insight and performance, and ultimately drive a longer term and mutually beneficial partnership.
Often our client services team for an account has a team member located close to the client’s premises in the United States as well as a member that is located close to where the delivery takes place, which is now increasingly in offshore and nearshore locations.
Often our client services team for an account has a team member located close to the client’s premises in the United States as well as a member that is located close to where the delivery takes 12 Table of Contents place, which is now increasingly in offshore and nearshore locations.
Of our largest 25 clients, we service 20 of them across multiple regions creating great market diversification and business continuity. We also believe that providing services for our clients across multiple regions promotes a trusted relationship with our clients and is consistent with our “land and expand” client strategy.
Of our largest 25 clients, we service more than 80% of them across multiple regions creating great market diversification and business continuity. We also believe that providing services for our clients across multiple regions promotes a trusted relationship with our clients and is consistent with our “land and expand” client strategy.
We operate in the following geographies for our service offerings: Customer Engagement We operate 29 delivery centers located in the United States, Philippines, Jamaica, Nicaragua, Pakistan, and Honduras. As of June 30, 2024, we have approximately 30,000 employees across these centers.
We operate in the following geographies for our service offerings: Customer Engagement We operate 30 delivery centers located in the United States, Philippines, Jamaica, Nicaragua, Pakistan and Honduras. As of June 30, 2025, we have approximately 33,000 employees across these centers.
In this manner, the “land and expand” strategy provides opportunities for us to substantially increase our revenues within our existing client base over time. Our sales and marketing activities are focused on our key market verticals: Telecommunication, Cable, Technology, Retail & E-commerce, HealthTech, FinTech and Utilities.
In this manner, the “land and expand” strategy provides opportunities for us to substantially increase our revenues within our existing client base over time. Our sales and marketing activities are focused on our key market verticals: Retail & E-commerce, HealthTech, FinTech, Technology, Travel, Transportation & Logistics, Cable, Utilities and Telecommunications.
The success of our digital-first initiative with high-growth technology, e- 9 Table of Contents commerce and consumer services clients is a key driver in the increase of our revenue from non-voice channels, and, as a result, has a positive effect on our profitability with their growth trajectory and greater propensity for these clients to leverage digital forms of service delivery.
The success of our digital-first initiative with high-growth technology, e-commerce and consumer services clients is a key driver in the increase of our revenue from non-voice channels, and, as a result, has a positive effect on our profitability with their growth trajectory and greater propensity for these clients to leverage digital forms of service delivery. Blue Chip Companies.
Both mature and digital-first brands are placing a higher degree of focus on the technology that underpins the data security and fraud systems deployed by their partners; having an advanced and secure system architecture along with data center redundancy and advanced security technologies are becoming increasingly important, understanding that any security breach can result in a devastating impact to a client’s brand and a consumer’s loyalty. 8.
Both mature and digital-first brands are placing a higher degree of focus on the technology that underpins the data security and fraud systems deployed by their partners; having an advanced and secure system architecture along with data center redundancy and advanced security technologies remain important, as a significant security breach can result in a devastating impact to a client’s brand and a consumer’s loyalty. 8.
Our delivery centers enable us to create a differentiated connection to our clients’ brands and their customers. In addition, with a broad network of 29 delivery centers spread across 14 Table of Contents multiple geographies, we provide much needed geographic diversity for our clients.
Our delivery centers enable us to create a differentiated connection to our clients’ brands and their customers. In addition, with a broad network of 30 delivery centers spread across multiple geographies, we provide much needed geographic diversity for our clients.
The BPO markets in which we compete are highly fragmented. We believe this creates significant opportunity for a broad and differentiated provider like us as clients are increasingly looking to utilize outsourcing partners who can provide unified solutions for a variety of touchpoints along the customer interaction value chain, from customer sales and support to digital marketing, CX, and surveys.
We believe this creates significant opportunity for a broad and differentiated provider like us as clients are increasingly looking to utilize outsourcing partners who can provide unified solutions for a variety of touchpoints along the customer interaction value chain, from customer sales and support to digital marketing, CX, surveys, and to customer acquisition engagement.
Inson holds a B.B.A. degree from the University of Michigan-Dearborn. Mr. Andreas Wilkens joined the Company as our Chief Technology Officer in September 2024. Mr. Wilkens served as the Head of Engineering for RetailNext, a retail analytics software company, from 2022 to 2024. From 2018 to 2021, Mr.
Inson holds a B.B.A. degree from the University of Michigan-Dearborn. 19 Table of Contents Mr. Andreas Wilkens has served as our Chief Technology Officer since September 2024. Mr. Wilkens served as the Head of Engineering for RetailNext, a retail analytics software company, from 2022 to 2024. From 2018 to 2021, Mr.
We believe this creates opportunities for ibex, as these consolidations may lead buyers of BPO services to look for new providers for two key reasons. One, the consolidation may lead buyers to be over-concentrated in spend with a single vendor, pushing them to look for new providers. Two, the homogenization of vendors creates greater opportunity for offering differentiated services.
We believe this creates opportunities for ibex, as these consolidations may lead buyers of BPO services to look for new providers like us for two key reasons. One, the consolidation may lead buyers to be over-concentrated in spend with a single vendor, pushing them to look for new providers.
As of June 30, 2024, 95% of our total on-site capacity resides in our high-growth high margin nearshore and offshore markets, which are ideally placed for clients who are either digital-first or those who are digitally transforming their business.
As of June 30, 2025, 97% of our total on-site capacity resides in our high-growth, high margin offshore and nearshore geographies, which are ideally placed for clients who are either digital-first or are digitally transforming their business.
AI to Enhance Service Delivery − With the increasing applicability of AI in enhancing business processes, the customer care industry is increasingly evaluating and starting to integrate AI into its range of solutions to improve the customer experience and improve efficiencies. The proliferation and evolution of generative AI may have impacts on the CX sector.
AI to Enhance Service Delivery − With the increasing applicability of AI in enhancing business processes, the customer care industry is increasingly evaluating and integrating AI into its range of solutions to improve the customer experience and improve efficiencies. The proliferation and evolution of generative AI has had many impacts on the CX sector.
Our growth model is designed to deploy a “land and expand” approach where we win a client, outperform and subsequently enhance the partnership scope with these clients. Typically, we will launch in one center with one service, such as customer engagement. Our goal is then to “expand” with additional services or new geographies where we operate for our clients.
Our growth model is designed to deploy a “land and expand” approach where we win a client, outperform and subsequently enhance the partnership scope with these clients. Typically, we will launch in one center with one service, such as customer engagement.
Our Strategic Approach Our strategy is to place a high priority on delivering great customer experiences across the customer lifecycle and to focus on clients who view CX as a competitive differentiator. We have transformed our business from a traditional BPO of commoditized call center support to a technology-led provider and partner of choice.
Our Strategic Approach We place a high priority on delivering great customer experiences across the customer lifecycle and focus on clients who view CX as a competitive differentiator. We have transformed our business from a traditional BPO of commoditized call center support to a technology-led provider and partner of choice. Companies are looking for enhanced solutions beyond pure labor arbitrage.
We place the customer at the core of our business strategy and deliver world-class CX capabilities, operational delivery excellence, efficiency, and reliability to enhance our clients’ success. We are focused on building deep relationships at multiple levels within our clients’ businesses.
Our Competitive Strengths and Differentiators We utilize a differentiated value proposition to support our clients and drive value. We place the customer at the core of our business strategy and deliver world-class CX capabilities, operational delivery excellence, efficiency, and reliability to enhance our clients’ success. We are focused on building deep relationships at multiple levels within our clients’ businesses.
Ibex offers a unique employee experience that includes a full range of activities and events for employees year-round, including annual employee VIP events, ibex Idol global talent competition, ibex Sirens beauty pageant celebrating LGBTQIA+ employees, Customer Service Week and ongoing employee wellness programs.
Ibex offers a unique employee experience that includes a full range of activities and events for employees year-round, including annual employee VIP events, Customer Service Week and ongoing employee wellness programs.
These solutions have been deployed on over 100 unique projects across our client portfolio, where we deliver AI-enhanced solutions and process improvements across recruiting, hiring, training, management, and customer experience.
These solutions have been deployed across the majority of our client portfolio, where we deliver AI-enhanced solutions and process improvements across recruiting, hiring, training, management, and customer experience.
We believe that we have one of the best cultures in the industry. As a testament to our culture, a meaningful portion of our workforce is made up of family, friends and colleagues who were referred to us by our employees.
We had approximately 33,000 and 30,000 full-time and total employees as of June 30, 2025 and 2024, respectively. We believe that we have one of the best cultures in the industry. As a testament to our culture, a meaningful portion of our workforce is made up of family, friends and colleagues who were referred to us by our employees.
We have enhanced Wave iX to leverage the power of generative AI to assist our agents in delivering great customer experiences, to provide deeper and more meaningful insights in our analytics offering and provide machine-assisted interactions for the customers of our clients. 3.
Inside ibex, we utilize generative AI within our Wave iX product set to assist our agents in delivering great customer experiences, to provide deeper and more meaningful insights in our analytics offering and provide machine-assisted interactions for the customers of our clients.
See “Risk Factors - Our global operations and customers expose us to numerous legal and regulatory requirements.” Human Capital Resources We deploy a customer-centric, employee driven culture designed to enable our workforce to do their best work on behalf of our clients. We had approximately 30,000 full-time and total employees as of June 30, 2024.
See “Risk Factors - Our global operations and customers expose us to numerous legal and regulatory requirements.” 17 Table of Contents Human Capital Resources We deploy a customer-centric, employee driven culture designed to enable our workforce to do their best work on behalf of our clients.
A Dramatic Prioritization of CX – As brands recognize that digital feedback mechanisms, such as social media, can rapidly impact brand perception in a positive or negative manner, the importance of delivering an exceptional customer experience has become a top priority for companies. 2. Consumer Centricity & Customer Lifetime Value (“LTV”) – Customer expectations and behaviors are changing dramatically.
A Prioritization of CX – As brands recognize that digital feedback mechanisms, such as social media, can rapidly impact brand perception in a positive or negative manner, the importance of delivering an exceptional customer experience has become a top priority for companies. 10 Table of Contents 2.
Information about our Executive Officers The following are our executive officers as of September 12, 2024: Name Age Title Robert Dechant 62 Chief Executive Officer Taylor Greenwald 56 Chief Financial Officer Christy O’Connor 55 Chief Legal Officer and Assistant Secretary David Afdahl 50 Chief Operating Officer Julie Casteel 63 Chief Marketing and Strategic Accounts Officer Bruce Dawson 60 Chief Sales and Client Services Officer Paul Inson 60 Chief People Officer Andreas Wilkens 52 Chief Technology Officer Our executive officers serve at the discretion of the Company’s board of directors (the “Board”).
Information about our Executive Officers The following are our executive officers as of September 11, 2025: Name Age Title Robert Dechant 63 Chief Executive Officer Taylor Greenwald 57 Chief Financial Officer Christy O’Connor 56 Chief Legal Officer and Assistant Secretary David Afdahl 51 Chief Operating Officer Julie Casteel 64 Chief Marketing and Strategic Accounts Officer Bruce Dawson 61 Chief Sales and Client Services Officer Paul Inson 61 Chief People Officer Andreas Wilkens 53 Chief Technology Officer Michael Darwal 42 Deputy CFO, President ibex Digital Our executive officers serve at the discretion of the Company’s board of directors (the “Board”).
Leading global delivery with significant growth in nearshore and offshore regions – Our global delivery model is built on onshore, nearshore and offshore delivery centers, and includes our ability to also support work-at-home capabilities.
Often these digital services are provided in our high-margin nearshore and offshore regions, contributing to their growth. 5. Leading global delivery with significant growth in nearshore and offshore regions – Our global delivery model is built on onshore, nearshore and offshore delivery centers, and includes our ability to also support work-at-home capabilities.
The breadth of our capabilities, our ability to deliver a superior experience to our clients and our global delivery capabilities have allowed us to successfully land new clients and then expand our wallet share with them over time.
Our goal is then to “expand” with additional services or new geographies where we operate for our clients, or often both. The breadth of our capabilities, our ability to deliver a superior experience to our clients and our global delivery capabilities have allowed us to successfully land new clients and then expand our wallet share with them over time.
Changes in geographic strategy, where a client is looking to move business from onshore to offshore or nearshore, or balance their workload between nearshore and offshore, often create opportunities for outsourced customer interaction providers.
Changes in a client’s geographic strategy, where the client is looking to move its outsourced CX from onshore to offshore or nearshore, or balance its workload between nearshore and offshore, often create opportunities for outsourced customer interaction providers. Our geographic growth with clients is a key part of our overall growth strategy.
The result is not only being recognized by the Great Places to Work and Great Places to Work for Women awards, but also by scoring at industry leading scores for eNPS in markets like Jamaica, Nicaragua, and Bohol, Philippines. 4.
The result is not only being recognized by the Great Places to Work and Great 14 Table of Contents Places to Work for Women awards, but also by scoring at industry leading scores for eNPS in markets like Jamaica, Nicaragua, and Bohol, Philippines. Greater employee satisfaction also leads to significantly less attrition than traditional BPO programs.
Our digital services also have significantly less agent attrition than traditional BPO programs. Agent attrition is a key cost and performance component where low attrition drives higher margins and better performance for ibex and our clients. Often these digital services are provided in our high-margin nearshore and offshore regions, contributing to their growth. 5.
Agent attrition is a key cost and performance component where low attrition drives higher margins and better performance for ibex and our clients. Our digital services also have significantly less agent attrition than traditional BPO programs. Agent attrition is a key cost and performance component where low attrition drives higher margins and better performance for ibex and our clients. 4.
Companies are looking for enhanced solutions beyond pure labor arbitrage. They require partners that can enhance their brand and customer loyalty. Key attributes include tech-led solutions, a highly connected culture and superior level of employee engagement, elevated branding, and a fast and effective path to operational proficiency.
They require partners that can enhance their brand and customer loyalty. Key attributes include tech-led solutions, a highly connected culture, superior levels of employee engagement, elevated branding, and a fast and effective path to operational proficiency. Our approach focuses on high growth clients that are experiencing increased demand for their products and services.
Although certain of these laws are not applicable to business contact information or employee data, these laws still remain pertinent to our operations. Further, regulators are continuing to propose and adopt new laws designed to safeguard personal information and to provide additional rights to data subjects.
Although certain of these laws are not applicable to business contact information or employee data in all circumstances, we strive to treat such data with care and comply with applicable requirements. Regulators are continuing to propose and adopt new laws designed to safeguard personal information and to provide additional rights to data subjects.
Our service offering to our digital-first clients is designed to meet the needs for digital-first verticals and high-growth requirements, with a focus on launch, speed-to-performance, and scale. While many of these digital-first clients are smaller, fast-growing companies, there are several Fortune 500 companies within this group, such as Amazon and one of the leading ride-sharing companies in the United States.
While many of these digital-first clients are smaller, fast-growing companies, there are several Fortune 500 companies within this group, such as Amazon and one of the leading ride-sharing companies in the United States.
Our approach focuses on high growth clients that are experiencing increased demand for their products and services. In addition, we serve companies that are transforming their CX to a digital-first model. These target clients are looking for partners that can deliver a digital-first experience to their customers, while enhancing their brand and customer loyalty, at scale.
In addition, we serve companies that are transforming their CX to a digital-first model. These target clients are looking for partners that can deliver a digital-first experience to their customers, while enhancing their brand and customer loyalty at scale. We call this BPO 2.0, and believe ibex is at the forefront of delivering these differentiated solutions.
Enabled by immediate feedback channels, consumers expect that enterprises will meet their needs and preferences instantaneously in return for brand loyalty and greater share of customer spend. Accordingly, enterprises and brands are more focused on understanding their 10 Table of Contents consumers’ needs and developing business models that hinge on maximizing customer lifetime value.
Consumer Centricity & Customer Lifetime Value (“LTV”) – Customer expectations and behaviors are changing dramatically. Enabled by immediate feedback channels, consumers expect that enterprises will meet their needs and preferences instantaneously in return for brand loyalty and greater share of customer spend.
In turn, they are demanding outsourced customer engagement partners that can deliver customer-centric solutions in an omni-channel manner that maximizes customer retention. 3. Outsourcing Across the Operational Value Chain – Enterprises are more frequently relying on outsourced providers to address their needs across the entire customer lifecycle.
Outsourcing Across the Operational Value Chain – Enterprises are more frequently relying on outsourced providers to address their needs across the entire customer lifecycle.
Our clients generally have the right to terminate our contracts for cause in the event of regulatory failures, subject to notice periods. See “Item 1A. Risk Factors” for more information. 15 Table of Contents On December 31, 2022, we determined that we no longer met the criteria to remain a foreign private issuer.
Our clients generally have the right to terminate our contracts for cause in the event of regulatory failures, subject to notice periods. See “Item 1A. Risk Factors” for more information. Bermuda Laws As a Bermuda company, we are also subject to regulation in Bermuda.
Customer Experience Technology Solutions We deliver our CX technology solutions to our clients primarily through a cloud-based delivery model.
As of June 30, 2025, there were approximately 200 employees dedicated to customer acquisition. 8 Table of Contents Customer Experience Technology Solutions We deliver our CX technology solutions to our clients primarily through a cloud-based delivery model.
Customer Acquisition We operate four acquisition-focused Centers of Excellence, one in Jamaica, one in the Philippines, and two in Pakistan, which are focused on customer acquisition on behalf of our clients. As of June 30, 2024, the number of employees dedicated to customer acquisition was more than 200.
Customer Acquisition We operate three acquisition-focused Centers of Excellence, based in Jamaica, Pakistan, and Philippines, which are focused on customer acquisition on behalf of our clients.
Our proprietary technology, combined with our Wave Zero launch process helps us to accelerate “Speed to Green” for our clients and outperform our competition.
Our proprietary technology, combined with our Wave Zero launch process helps us to accelerate the pathway to proficiency (“Speed to Green”) for our clients and outperform our competition. Importantly, we have enhanced Wave iX to leverage the power of generative AI both internally and in client-facing engagements.
Our Analytics solution is an add-on solution, which includes technology such as omni-channel speech analytics utilizing AI along with business analysts who provide various insights. 8 Table of Contents Driven by our position in the digital-first market, in the last three fiscal years, we have experienced over 13% growth in our on-site nearshore and offshore capacity while shrinking our domestic on-site capacity by almost half.
Our Analytics solution is an add-on solution, which includes technology such as omni-channel speech analytics utilizing AI along with business analysts who provide various insights.
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This culture resonates with our employees across the globe, where we score an Employee Net Promoter Score (“eNPS”) of 77, and externally, where we have been recognized as: • 2024 Best Employers for Diversity - Forbes • 2024 & 2023 Philippines’ Best Employers – Philippine Daily Inquirer/Statista • 2023 America's Greatest Workplaces for Diversity – Newsweek 7 Table of Contents • 2023 America’s Greatest Workplaces for Parents and Families – Newsweek • 2023 Women Helping Women Award (Julie Casteel, Chief Strategic Accounts Officer and CMO) – Stevie Award for Women in Business • 2023 Most Innovative Company of the Year Award– Titan Business Awards • 2023 Philippines Best Employer Brand Award – Philippines Leadership Congress and Awards • Best BPO and Gender Diversity and Inclusivity in Pakistan – Pakistan Software Houses Association (P@SHA) ICT Awards 2022 • Best Place to Work in Nicaragua 2020, 2021, 2022 – Great Place to Work • Best Place to Work for Women in Central America and Caribbean 2021 & 2022 – Great Place to Work Our Technology The foundation for ibex service offerings is our Wave iX technology platform, the next evolution of our prior WaveX technology platform.
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This culture resonates with our employees across the globe, where we score an Employee Net Promoter Score (“eNPS”) of 77, and externally, where we have been recognized as: • 2025 Forbes America’s Best Large Employers • 2025 Newsweek’s America’s Most Admired Workplaces • 2025 North American Inspiring Workplaces – Inspiring Workplaces Group • 2025 Globee Award for Technology in AI-Driven Customer Experience 7 Table of Contents • 2025 Leader in Frost & Sullivan Radar for Customer Experience Management in N.
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We call this BPO 2.0, and believe ibex is at the forefront of delivering these differentiated solutions at scale across our geographies.
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America and Latin America • 2025 Gold Stevie Award for Achievement in Technology Innovation • 2025 Product of the Year for Wave iX Translate and AI Virtual Agent – CUSTOMER Magazine • 2025 Titan Award – Achievement in Technology Innovation • 2025 Contact Center Partner of the Year – Philippine Airlines • 2024 Best Place to Work in Nicaragua – Great Place to Work • 2024 America’s Best Employers for Tech Workers – Forbes • 2024 Customer Experience Innovation Award – CUSTOMER Magazine • 2024 Globee Award for Customer Excellence • 2024 Contact Center Technology Award – CUSTOMER Magazine • 2024 Stevie Award for Technology Excellence • 2024 Gold Globee Winner at the Golden Bridge Awards • 2024 Netty Award for Tech – Best CX Innovation • 2024 Generative AI Product of the Year Award – TMC and Generative AI Expo Our Technology The foundation for ibex service offerings is our Wave iX technology platform, the current evolution of our prior WaveX technology platform.
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Our geographic growth with clients is a key part of our overall growth strategy. 13 Table of Contents Our Competitive Strengths and Differentiators We utilize a differentiated value proposition to support our clients and drive value.
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Our service offering to our digital-first clients is designed to meet the needs for digital-first verticals and high-growth requirements, with a focus on launch, 9 Table of Contents speed-to-performance, and scale.
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Effective July 1, 2023, we are required to file periodic reports on U.S. domestic filer forms with the SEC and to comply with other rules as required, including but not limited to presenting this Form 10-K in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), with such change being applied retrospectively.
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Accordingly, enterprises and brands are more focused on understanding their consumers’ needs and developing business models that hinge on maximizing customer lifetime value. In turn, they are demanding outsourced customer engagement partners that can deliver customer-centric solutions in an omni-channel manner that maximizes customer retention. 3.
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Bermuda Laws As a Bermuda company, we are also subject to regulation in Bermuda.
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Two, the homogenization of vendors creates greater opportunity for us to offer differentiated services. The BPO markets in which we compete are highly fragmented.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur top three clients accounted for 29% of our revenue, and our top client accounted for approximately 12% of our revenue, for the fiscal year ended June 30, 2024. We could be materially impacted by the loss of business with, or the failure to retain a significant amount of business with, any of our key clients.
Biggest changeBusiness Risks Our business is dependent on key clients. We derive a substantial portion of our revenue from a few key clients. Our top three clients accounted for 26% of our revenue, and our top client accounted for approximately 11% of our revenue, for the fiscal year ended June 30, 2025.
Entities subject to tax under the Bermuda CIT Act are the Bermuda constituent entities of multi-national groups. A multi-national group is defined under the Bermuda CIT Act as a group of entities in more than one jurisdiction with consolidated revenues of at least €750 million for two of the four previous fiscal years.
Entities subject to tax under the Bermuda CIT Act are Bermuda constituent entities of multi-national groups. A multi-national group is defined under the Bermuda CIT Act as a group of entities in more than one jurisdiction with consolidated revenues of at least €750 million for two of the four previous fiscal years.
These provisions include: • the ability of the Board to determine the rights, preferences and privileges of our preferred shares and to issue the preferred shares without shareholder approval; and • the ability of our major shareholder (i.e., a shareholder holding 50% or more; in the absence of such a holder, 25% or more) to appoint a majority of directors to the Board.
These provisions include: the ability of the Board to determine the rights, preferences and privileges of our preferred shares and to issue the preferred shares without shareholder approval; and the ability of a major shareholder (i.e., a shareholder holding 50% or more; in the absence of such a holder, 25% or more) to appoint a majority of directors to the Board.
Our results of operations may vary based on the impact of changes in the global economy on our clients. Global economic conditions, including inflation, rising interest rates, recession, and foreign exchange fluctuations, affect us, our clients’ businesses, and the markets in which we and they operate.
Our results of operations may vary based on the impact of changes in the global economy on our clients. Global economic conditions, including inflation, rising interest rates, recession, and foreign exchange fluctuations, affect us and/ or our clients’ businesses, and the markets in which we and they operate.
On November 13, 2017, we issued to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon.com, Inc. (“Amazon”), a 10-year warrant to acquire approximately 10.0% of our equity on a fully diluted and as-converted basis as of the date of issuance of the warrant (the “Amazon Warrant”).
On November 13, 2017, we issued to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon.com, Inc. (“Amazon”) a 10-year warrant to acquire approximately 10% of our equity on a fully diluted and as-converted basis as of the date of issuance of the warrant (the “Amazon Warrant”).
Although the commencement date of the Bermuda CIT Act is January 1, 2024, no tax is chargeable under the Bermuda CIT Act until tax years starting on or after January 1, 2025. Our operations are subject to the requirements of the Bermuda CIT Act.
Although the commencement date of the Bermuda CIT Act was January 1, 2024, no tax is chargeable under the Bermuda CIT Act until tax years starting on or after January 1, 2025. Our operations are subject to the requirements of the Bermuda CIT Act.
If we are unable or fail to further refine and enhance our solutions or to anticipate innovation opportunities and keep pace with evolving technologies, our solutions could become noncompetitive or obsolete and as a result we may be less attractive to existing and new clients, our clients may terminate their relationship with us or choose to divert their business elsewhere, and our revenue and market share may decline as a result.
If we are unable or fail to further refine and enhance our solutions or to anticipate innovation opportunities and keep pace with evolving technologies, including AI, our solutions could become noncompetitive or obsolete and as a result we may be less attractive to existing and new clients, our clients may terminate their relationship with us or choose to divert their business elsewhere, and our revenue and market share may decline as a result.
Our operating results may vary significantly from one quarter to the next and our business may be impacted by factors such as client loss, the timing of new contracts and of new product or service offerings, termination of existing contracts, variations in the volume of business from clients resulting from changes in our clients’ operations, the business decisions of our clients regarding the use of our solutions, start-up costs, delays or difficulties in expanding our operating facilities and infrastructure, delays or difficulties in recruiting, changes to our revenue mix or to our pricing structure or that of our competitors, inaccurate estimates of resources and time required to complete ongoing projects, currency fluctuation and seasonal changes in the operations of our clients.
Our operating results may vary significantly from one quarter to the next and our business may be impacted by factors such as client loss, the timing of new contracts and of new product or service offerings, termination of existing contracts, variations in the volume of business from clients resulting from changes in our clients’ operations, the business decisions of our clients regarding the use of our solutions, start-up costs, delays or difficulties in expanding our operating facilities and infrastructure, delays or difficulties in recruiting, changes to our revenue mix or to our pricing structure or that of our competitors, inaccurate estimates of resources and 25 Table of Contents time required to complete ongoing projects, currency fluctuation and seasonal changes in the operations of our clients.
Operational Risk Our business relies heavily on technology, telephone and computer systems as well as third-party telecommunications providers, which subjects us to various uncertainties. We rely heavily on sophisticated and specialized communications and computer technology coupled with third-party telecommunications and bandwidth providers to provide high-quality and reliable real-time solutions on behalf of our clients through our delivery centers.
Operational Risks Our business relies heavily on technology, telephone and computer systems as well as third-party telecommunications providers, which subjects us to various uncertainties. We rely heavily on sophisticated and specialized communications and computer technology coupled with third-party telecommunications and bandwidth providers to provide high-quality and reliable real-time solutions on behalf of our clients through our delivery centers.
We would cease to be an EGC upon the earliest to occur of: the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; and the last day of the fiscal year ending after the fifth anniversary of our initial public offering.
We would cease to be an EGC upon the earliest to occur of: the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; and June 30, 2026 - the last day of the fiscal year ending after the fifth anniversary of our initial public offering.
The prices we are able to charge for our solutions are affected by a number of factors, including our clients’ perceptions of our ability to add value through our solutions, our competitive position, introduction of new 20 Table of Contents services or products by us or our competitors, our ability to accurately estimate, attain and sustain revenues from client engagements, wage inflation rates, unhedged currency exchange rates, our costs, margins and cash flows over increasingly longer contract periods and general economic and political conditions.
The prices we are able to charge for our solutions are affected by a number of factors, including our clients’ perceptions of our ability to add value through our solutions, our competitive position, introduction of new services or products by us or our competitors, our ability to accurately estimate, attain and sustain revenues from client engagements, wage inflation rates, unhedged currency exchange rates, our costs, margins and cash flows over increasingly longer contract periods and general economic and political conditions.
The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the 34 Table of Contents violation of the company’s memorandum of association or bye-laws.
The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the 35 Table of Contents act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws.
The sales cycle for our solutions, which may extend up to two years, and the internal budget and approval processes of our prospective clients, make it difficult to predict the timing of new client engagements. 24 Table of Contents General economic uncertainty in global markets and unfavorable global economic conditions including inflation, rising interest rates, recession, and foreign exchange fluctuations, could adversely affect us.
The sales cycle for our solutions, which may extend up to two years, and the internal budget and approval processes of our prospective clients, make it difficult to predict the timing of new client engagements. General economic uncertainty in global markets and unfavorable global economic conditions including inflation, rising interest rates, recession, and foreign exchange fluctuations, could adversely affect us.
Even if the rate at which we convert visitors to customers or subscribers declines, the marketing and lead generation costs that have already been incurred are unlikely to decline correspondingly. Therefore, such a decline in conversion rate of consumers visiting our customer acquisition websites is likely to result in reduced revenue and a further reduced margin.
Even if the rate at which we convert visitors to customers or subscribers declines, the marketing and lead generation costs that have already been incurred are unlikely to decline correspondingly. Therefore, such a 23 Table of Contents decline in conversion rate of consumers visiting our customer acquisition websites is likely to result in reduced revenue and a further reduced margin.
In certain cases, we have committed to pricing over the period of a contract with limited-to-no sharing of risks regarding inflation and currency exchange rates. In addition, we are obligated under some of our contracts to deliver productivity benefits to our clients, such as reduction in handle time or speed to answer.
In certain cases, we have committed to pricing over the period of a contract with limited-to-no sharing of risks regarding inflation and currency exchange rates. In addition, we 21 Table of Contents are obligated under some of our contracts to deliver productivity benefits to our clients, such as reduction in handle time or speed to answer.
Working with clients in the Telecommunication, Technology and Cable verticals means that we may process or come into possession of data that must be treated with special 30 Table of Contents care. For example, in the United States, telecommunications providers are subject to rules on the use and sharing of Customer Proprietary Network Information (“CPNI”).
Working with clients in the Telecommunication, Technology and Cable verticals means that we may process or come into possession of data that must be treated with special care. For example, in the United States, telecommunications providers are subject to rules on the use and sharing of Customer Proprietary Network Information (“CPNI”).
Prolonged disruption of our solutions, even if due to events beyond our control, could also entitle our clients to terminate their contracts with us or result in other brand and reputational damages. The integration of AI and generative AI technology into our offerings, including our use of third-party providers, could result in operational and reputational harm.
Prolonged disruption of our solutions, even if due to events beyond our control, could also entitle our clients to terminate their contracts with us or result in other brand and reputational damages. 27 Table of Contents The integration of AI and generative AI technology into our offerings, including our use of third-party providers, could result in operational and reputational harm.
Quantitative and Qualitative Disclosures about Market Risk” for more information. We depend upon internet search engines to attract a significant portion of the consumers who visit our customer acquisition websites, and we would be negatively impacted if we are unable to advertise on search engines on a cost-effective basis.
Quantitative and Qualitative Disclosures about Market Risk” for more information. 29 Table of Contents We depend upon internet search engines to attract a significant portion of the consumers who visit our customer acquisition websites, and we would be negatively impacted if we are unable to advertise on search engines on a cost-effective basis.
Congress have stated that one of their top legislative priorities is significant reform of the Internal Revenue Code. On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), which introduces a fifteen percent corporate minimum tax and a one percent excise tax on stock repurchases.
Congress have stated that one of their top legislative priorities is significant reform of the Internal Revenue Code. On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), which introduces a fifteen 34 Table of Contents percent corporate minimum tax and a one percent excise tax on stock repurchases.
On October 8, 2021, the OECD announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting, which agreed to a two-pillar solution to address tax challenges arising from the digitalization of the economy, with the intention 33 Table of Contents of implementing the proposed “Pillar One” in 2024.
On October 8, 2021, the OECD announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting, which agreed to a two-pillar solution to address tax challenges arising from the digitalization of the economy, with the intention of implementing the proposed “Pillar One” in 2024.
Moreover, our failure to comply with these covenants could result in an event of default or refusal by our creditors to renew certain of our loans which may have a material adverse effect on our business, financial condition, results of operation and prospects.
Moreover, our 26 Table of Contents failure to comply with these covenants could result in an event of default or refusal by our creditors to renew certain of our loans which may have a material adverse effect on our business, financial condition, results of operation and prospects.
As a result, the market price of our common shares is likely to be similarly volatile, and investors in our common shares may experience a decrease, which could be substantial, in the value of their common shares, including decreases unrelated to our operating performance or prospects, or a complete loss of their investment.
As a result, the market price of our common shares is likely to be similarly volatile, and investors 39 Table of Contents in our common shares may experience a decrease, which could be substantial, in the value of their common shares, including decreases unrelated to our operating performance or prospects, or a complete loss of their investment.
Our common shares may be subordinate to classes of preferred shares issued in the future in the payment of dividends and other distributions made with respect to the common shares, including distributions upon liquidation or dissolution. The Board is authorized to issue preferred shares without first obtaining shareholder approval.
We have the ability to issue preferred shares without shareholder approval. Our common shares may be subordinate to classes of preferred shares issued in the future in the payment of dividends and other distributions made with respect to the common shares, including distributions upon liquidation or dissolution. The Board is authorized to issue preferred shares without first obtaining shareholder approval.
Accordingly, if the Board deems it appropriate not to pay any dividends, our investors may only realize future gains on their investments if the price of their common shares increases, which may never occur. 40 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Accordingly, if the Board deems it appropriate not to pay any dividends, our investors may only realize future gains on their investments if the price of their common shares increases, which may never occur. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Our results of operations and financial condition could be adversely affected if tax contingencies are resolved adversely or if we become subject to increased levels of taxation. We are also subject to income taxes in the United States 32 Table of Contents and numerous other foreign jurisdictions.
Our results of operations and financial condition could be adversely affected if tax contingencies are resolved adversely or if we become subject to increased levels of taxation. We are also subject to income taxes in the United States and numerous other foreign jurisdictions.
Any actual or perceived failure to safeguard personal information or other information in our possession or control, appropriately destroy or redact such data, or otherwise comply with these regulations may subject us to litigation, regulatory investigations, or enforcement actions, thus causing damage to our reputation and adversely affect our ability to attract or retain customers. • Telecommunications Laws.
Any actual or perceived failure to safeguard personal information or other information in our possession or control, appropriately destroy or redact such data, or otherwise comply with these regulations may subject us to litigation, regulatory 31 Table of Contents investigations, or enforcement actions, thus causing damage to our reputation and adversely affect our ability to attract or retain customers. • Telecommunications Laws.
We may not be able to retain our key personnel or recruit skilled personnel with appropriate qualifications and experience, or to attract, train, and integrate personnel with necessary experience and skills. The outsourcing industry experiences high employee turnover. We operate globally and are subject to varied and changing employment and immigration laws.
We may not be able to retain our key personnel or recruit skilled personnel with appropriate 28 Table of Contents qualifications and experience, or to attract, train, and integrate personnel with necessary experience and skills. The outsourcing industry experiences high employee turnover. We operate globally and are subject to varied and changing employment and immigration laws.
Additionally, any latency, disruption, or failure in these AI systems or infrastructure could cause delays or errors in our offerings. 26 Table of Contents We are also dependent, in part, on our third-party provider offerings and their ability to effectively and quickly integrate their AI into our solutions.
Additionally, any latency, disruption, or failure in these AI systems or infrastructure could cause delays or errors in our offerings. We are also dependent, in part, on our third-party provider offerings and their ability to effectively and quickly integrate their AI into our solutions.
Fluctuations against the U.S. dollar in the local currencies in the countries in which we operate could have a material effect on our results of operations. During the fiscal year ended June 30, 2024, 3% of our revenue was generated in currencies other than the U.S. dollar.
Fluctuations against the U.S. dollar in the local currencies in the countries in which we operate could have a material effect on our results of operations. During the fiscal year ended June 30, 2025, 4% of our revenue was generated in currencies other than the U.S. dollar.
We derived 97% of our revenue from customers based in the United States during the fiscal year ended June 30, 2024. In addition, a significant portion of our clients are concentrated in the Retail and E-commerce industry.
We derived 96% of our revenue from customers based in the United States during the fiscal year ended June 30, 2025. In addition, a significant portion of our clients are concentrated in the Retail and E-commerce industry.
On December 20, 2021, the OECD released the Pillar Two Model Rules defining the global minimum tax, which call for the taxation of multinational enterprises (having consolidated revenues in excess of €750 million) at a minimum rate of 15%. The OECD continues to release additional guidance on the two-pillar framework with widespread implementation anticipated by 2024.
On December 20, 2021, the OECD released the Pillar Two Model Rules defining the global minimum tax, which call for the taxation of multinational enterprises (having consolidated revenues in excess of €750 million) at a minimum rate of 15%. The OECD continues to release additional guidance on the two-pillar framework and widespread implementation is anticipated by the end of 2025.
If our goodwill or intangible assets become impaired, we could be required to record a significant charge to earnings. We had goodwill and other intangible assets totaling $12.5 million as of June 30, 2024.
If our goodwill or intangible assets become impaired, we could be required to record a significant charge to earnings. We had goodwill and other intangible assets totaling $12.2 million as of June 30, 2025.
Our customer 28 Table of Contents acquisition websites may also become listed less prominently in unpaid search results for other reasons, such as search engine technical difficulties, search engine technical changes and changes we decide to make to our websites.
Our customer acquisition websites may also become listed less prominently in unpaid search results for other reasons, such as search engine technical difficulties, search engine technical changes and changes we decide to make to our websites.
Although these rules are not currently applicable to the Company, the Company operates in participating countries that are expected to implement the OECD’s two-pillar agreement by entering into a multilateral convention and enacting domestic legislation by the end of 2024. On December 27, 2023, the Government of Bermuda enacted the Bermuda Corporate Income Tax Act 2023 (the “Bermuda CIT Act”).
Although these rules are not currently applicable to the Company, the Company operates in participating countries that are expected to implement or have implemented the OECD’s two-pillar agreement by entering into a multilateral convention and enacting domestic legislation. On December 27, 2023, the Government of Bermuda enacted the Bermuda Corporate Income Tax Act 2023, as amended (the “Bermuda CIT Act”).
Additionally, pursuant to a stockholder’s agreement, dated September 15, 2017, between TRGI and us (the “TRGI Stockholder’s Agreement”), we will not take or commit to take, or cause or permit any of our subsidiaries to take, certain enumerated actions without TRGI’s consent, to be withheld or given in TRGI’s sole discretion.
In addition, pursuant to a stockholder's agreement, dated September 15, 2017, between TRGI and us (the "TRGI Stockholder's Agreement"), we will not take or commit to take, or cause or permit any of our subsidiaries to take, certain enumerated actions without TRGI's 36 Table of Contents consent, to be withheld or given in TRGI's sole discretion.
For the fiscal year ended June 30, 2024, payroll and related costs and share-based compensation expense accounted for $338 million, or 67%, of our revenue. Employee benefits expenses in each of the countries in which we operate are a function of the country’s economic growth, level of employment and overall competition for qualified employees in the country.
For the fiscal year ended June 30, 2025, payroll and related costs and stock-based compensation expense accounted for $367 million, or 66%, of our revenue. Employee benefits expenses in each of the countries in which we operate are a function of the country’s economic growth, level of employment and overall competition for qualified employees in the country.
During the year ended June 30, 2024, out of our total payroll and related costs, 30.9% were incurred in the Philippines Peso, 15.5% were incurred in the Jamaican Dollar and 8.7% were incurred in the Pakistani Rupee. To a lesser extent, we also have exposures to the Nicaraguan Cordoba, Great British Pound, Canadian Dollar, and Honduran Lempira.
During the year ended June 30, 2025, out of our total payroll and related costs, 32.7% were incurred in the Philippines Peso, 12.3% were incurred in the Jamaican Dollar and 9.7% were incurred in the Pakistani Rupee. To a lesser extent, we also have exposures to the Nicaraguan Cordoba, Great British Pound, Canadian Dollar, and Honduran Lempira.
Our ability to use our net operating loss carry forwards may be subject to limitation. As of June 30, 2024, for income tax purposes, we had approximately $16.7 million in estimated U.S. state and international net operating loss carry forwards that will begin to expire between 2023 and 2039.
Our ability to use our net operating loss carry forwards may be subject to limitation. As of June 30, 2025, for income tax purposes, we had approximately $15.8 million in estimated U.S. state and international net operating loss carry forwards that will begin to expire between 2026 and 2039.
However, there may be legislation passed in other jurisdictions in the future which could have implications for us as an international company, which may increase our future global effective tax rate and have a material effect on our future financial position and results of operations. We may become subject to taxes in Bermuda after 2035.
However, there may be legislation passed in other jurisdictions in the future which could have implications for us as an international company, which may increase our future global effective tax rate and have a material effect on our future financial position and results of operations. We will become subject to corporate income taxes in Bermuda once revenues exceed €750 million.
We may be unable to continue to anticipate our clients’ needs by adapting to market and technology trends. Our success depends, in part, upon our ability to anticipate our clients’ needs by adapting to market and technology trends, industry standards and client preferences.
Our success depends, in part, upon our ability to anticipate our clients’ needs by adapting to market and technology trends, industry standards and client preferences.
ITEM 1A. RISK FACTORS Risk Factors We are subject to certain material risks and uncertainties described below that make an investment in us speculative or risky, in addition to other information provided in this Form 10-K.
ITEM 1A. RISK FACTORS Risk Factors We are subject to certain material risks and uncertainties described below that make an investment in us speculative or risky, in addition to other information provided in this Form 10-K, which you should consider carefully in evaluating our business.
Many factors influence the success of our relationship with our marketing partners, including: • the continued positive market presence, reputation and growth of the marketing partner; • the effectiveness of the marketing partner in marketing our websites and services; • the interest of the marketing partner’s customers in the products and services that we offer on our customer acquisition websites; • the contractual terms we negotiate with the marketing partner, including the marketing fee we agree to pay a marketing partner; • the percentage of the marketing partner’s customers that purchase products or services through our customer acquisition websites; • the ability of a marketing partner to maintain efficient and uninterrupted operation of its website; and • our ability to work with the marketing partner to implement website changes, launch marketing campaigns and pursue other initiatives necessary to maintain positive consumer experiences and acceptable traffic volumes.
Many factors influence the success of our relationship with our marketing partners, including: • the continued positive market presence, reputation and growth of the marketing partner; • the effectiveness of the marketing partner in marketing our websites and services; • the interest of the marketing partner’s customers in the products and services that we offer on our customer acquisition websites; • the contractual terms we negotiate with the marketing partner, including the marketing fee we agree to pay a marketing partner; • the percentage of the marketing partner’s customers that purchase products or services through our customer acquisition websites; • the ability of a marketing partner to maintain efficient and uninterrupted operation of its website; and • our ability to work with the marketing partner to implement website changes, launch marketing campaigns and pursue other initiatives necessary to maintain positive consumer experiences and acceptable traffic volumes. 30 Table of Contents If we are unable to maintain successful relationships with our existing marketing partners or fail to establish successful relationships with new marketing partners, our business could be negatively impacted.
If one or more of these risks or uncertainties materialize, it may adversely and materially affect our business, results of operation, reputation, prospects, financial condition and operating results, cash flows, profitability, liquidity, stock price, and financial condition. The risks described below are not the only risks that our business faces.
If one or more of these risks or uncertainties materialize, it may adversely and materially affect our business, results of operation, reputation, prospects, financial condition and operating results, cash flows, profitability, liquidity, stock price, and financial condition.
The development, adoption, and use of generative AI technologies is still in their infancy, and inadequate AI development or deployment practices by us or our third-party developers or vendors could lead to unintended consequences. While AI offers significant benefits, it also presents risks and challenges to our business.
The development, adoption, and use of generative AI technologies is still in their infancy, and inadequate AI development or deployment practices by us or our third-party developers or vendors could lead to unintended consequences.
For the fiscal year ended June 30, 2024, 25.4% of our revenue was derived from clients in the Retail & E-commerce vertical, 15.0% of our revenue was derived from clients in the Telecommunication vertical, 8.4% of our revenue was derived from clients in the Technology vertical, and 4.3% of our revenue was derived from clients in the Cable vertical.
For the fiscal year ended June 30, 2025, 26.0% of our revenue was derived from clients in the Retail & E-commerce vertical, 13.1% of our revenue was derived from clients in the Telecommunication vertical, 7.8% of our revenue was derived from clients in the Technology vertical, and 7.4% of our revenue was derived from clients in the Cable vertical.
The Amazon Warrant increases the number of diluted shares reported, which has an effect on our fully diluted earnings per share. If Amazon exercises its right to acquire our common shares pursuant to the Amazon Warrant, it will dilute the ownership interests of our then-existing shareholders and reduce our earnings per share.
If Amazon exercises its right to acquire our common shares pursuant to the Amazon Warrant, it will dilute the ownership interests of our then-existing shareholders and reduce our earnings per share.
These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common shares. As of August 30, 2024, we have 16,803,198 outstanding common shares.
These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common shares. As of August 29, 2025, we have 13,315,077 outstanding common shares.
We could be required to record a significant charge to earnings in our financial statements during the 25 Table of Contents period in which any impairment of our goodwill or indefinite-lived intangible assets were determined. In the year ended June 30, 2024, we did not recognize any impairment of goodwill or indefinite-lived intangible assets.
We could be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or indefinite-lived intangible assets were determined.
Our business depends significantly upon technology infrastructure, telephone systems, data and other equipment and systems. Internal or external attacks on any of those could disrupt the normal operations of our facilities and impede our ability to provide critical solutions to our clients, thereby subjecting us to liability under our contracts.
Internal or external attacks on any of those could disrupt the normal operations of our facilities and impede our ability to provide critical solutions to our clients, thereby subjecting us to liability under our contracts.
We believe that some of the most significant competitive factors in the markets in which we operate are service quality, value-added service offerings, industry experience, advanced technological capabilities, global coverage, reliability, scalability, security and price.
These segments are very competitive, and we expect competition to remain intense from a number of sources in the future. We believe that some of the most significant competitive factors in the markets in which we operate are service quality, value-added service offerings, industry experience, advanced technological capabilities, global coverage, reliability, scalability, security and price.
In addition, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States. No assurance can be given that confidentiality, invention assignment, and related agreements entered into by the Company will be effective in controlling access to and the distribution of our proprietary information.
No assurance can be given that confidentiality, invention assignment, and related agreements entered into by the Company will be effective in controlling access to and the distribution of our proprietary information.
Failure to comply with Section 404 or to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations could potentially result in a loss in investor confidence in our reported financial information and subject us to sanctions or investigations by regulatory authorities. 38 Table of Contents See “Item 9A.
Failure to comply with Section 404 or to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations could potentially result in a loss in investor confidence in our reported financial information and subject us to sanctions or investigations by regulatory authorities. 38 Table of Contents Certain U.S. holders of our common shares may suffer adverse U.S. tax consequences if we are characterized as a passive foreign investment company.
We face substantial competition in our business. The market in which we compete, which is comprised of the customer acquisition, customer engagement and customer experience management market segments, is highly fragmented and continuously evolving.
We face substantial competition in our business. The market in which we compete, which is comprised of the customer acquisition, customer engagement and customer experience management market segments, is highly fragmented and continuously evolving. We face competition from a variety of companies, including some of our own clients, which operate in distinct segments of the customer lifecycle journey.
The concentration of ownership of our share capital may have the effect of delaying, preventing or deterring a change of control of the Company and its subsidiaries, as well as certain M&A activity and securities offerings, and could deprive our shareholders of an opportunity to receive a premium for their common shares as part of a sale of our company and may adversely affect the market price of our common shares.
For example, pursuant to such consent right, TRGI may delay, prevent, or deter a change of control of the Company and its subsidiaries, as well as certain M&A activity and securities offerings, and could deprive our shareholders of an opportunity to receive a premium for their common shares as part of a sale of the Company and may adversely affect the market price of our common shares.
For one or more of those transactions, we may: • issue additional equity securities that would dilute our shareholders; • use cash that we may need in the future to operate our business; • incur debt on terms unfavorable to us or that we are unable to repay or that may place burdensome restrictions on our operations or cash flows; • incur large charges or substantial liabilities; or • become subject to adverse tax consequences, or substantial depreciation or amortization, deferred compensation or other acquisition related accounting charges.
For one or more of those transactions, we may: • issue additional equity securities that would dilute our shareholders; • use cash that we may need in the future to operate our business; • incur debt on terms unfavorable to us or that we are unable to repay or that may place burdensome restrictions on our operations or cash flows; • incur large charges or substantial liabilities; or • become subject to adverse tax consequences, or substantial depreciation or amortization, deferred compensation or other acquisition related accounting charges. 24 Table of Contents If we fail to adequately protect our intellectual property and proprietary information in the United States and abroad, our competitive position could be impaired, and we may lose valuable assets, experience reduced revenues and incur costly litigation to protect our rights.
Risks Related to Being Incorporated in Bermuda We may be impacted by tax matters, new legislation and actions by taxing authorities. We may not be able to predict our future tax liabilities due to the international nature of our operations, as we are subject to the complex and varying tax laws and rules of several foreign jurisdictions.
We may not be able to predict our future tax liabilities due to the international nature of our operations, as we are subject to the complex and varying tax laws and rules of several foreign jurisdictions.
In most of the geographies in which we operate, we have experienced increasing labor costs due to increased demand and greater competition for qualified employees. 27 Table of Contents Natural events, health epidemics, geopolitical conditions, including developing or ongoing conflicts, widespread civil unrest, terrorist attacks and other acts of violence involving any of the countries in which we or our clients have operations could adversely affect our operations and client confidence.
Natural events, health epidemics, geopolitical conditions, including developing or ongoing conflicts, widespread civil unrest, terrorist attacks and other acts of violence involving any of the countries in which we or our clients have operations could adversely affect our operations and client confidence.
We can also be held liable for the corrupt or other illegal activities of third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities. Due to the varying degrees of development of the legal systems of the countries in which we operate, local laws might be insufficient to protect our rights.
We can also be held liable for the corrupt or other illegal activities of third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities.
Our clients may decide to enter into or further expand insourcing activities in the future Our current agreements with our clients do not prevent our clients from insourcing services that are currently outsourced to us, and none of our clients have entered into any non-compete agreements with us.
Our current agreements with our clients do not prevent our clients from insourcing services that are currently outsourced to us, and none of our clients have entered into any non-compete agreements with us. Our current clients may seek to insource services similar to those we provide.
These provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many shareholders. As a result, shareholders may be limited in their ability to obtain a premium for their shares. 39 Table of Contents We have the ability to issue preferred shares without shareholder approval.
While currently there is no 25% or more shareholder, should one arise, these provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many shareholders. As a result, shareholders may be limited in their ability to obtain a premium for their shares.
In addition, we may develop work product in connection with specific projects for our clients. In some cases, we assign to clients intellectual property rights in and to some aspects of documentation or other work product developed specifically for these clients in connection with these projects, which may limit or prevent our ability to resell or reuse this intellectual property.
In some cases, we assign to clients intellectual property rights in and to some aspects of documentation or other work product developed specifically for these clients in connection with these projects, which may limit or prevent our ability to resell or reuse this intellectual property. 33 Table of Contents Risks Related to Being Incorporated in Bermuda We may be impacted by tax matters, new legislation and actions by taxing authorities.
It may involve expanding into less developed countries, which may have less political, social or economic stability and less developed infrastructure and legal systems.
This may involve expanding into countries other than those in which we currently operate and where we have less familiarity with local procedures. It may involve expanding into less developed countries, which may have less political, social or economic stability and less developed infrastructure and legal systems.
Such consolidation may encourage clients to apply increasing pressure on us to lower the prices we charge for our solutions.
Such consolidation may encourage clients to apply increasing pressure on us to lower the prices we charge for our solutions. 22 Table of Contents Our clients may decide to enter into or further expand insourcing activities in the future.
We rely on a combination of intellectual property registrations, trade secrets and contractual restrictions to establish and protect our intellectual property. However, the steps we take to protect our intellectual property may provide only limited protection and may not now or in the future provide us with a competitive advantage.
However, the steps we take to protect our intellectual property may provide only limited protection and may not now or in the future provide us with a competitive advantage. We may not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property.
We cannot predict whether any material suits, claims, or investigations may arise in the future. Regardless of the outcome of any future actions, claims, or investigations, we may incur substantial defense costs and such actions may cause a diversion of management time and attention.
Regardless of the outcome of any future actions, claims, or investigations, we may incur substantial defense costs and such actions may cause a diversion of management time and attention. Also, it is possible that we may be required to pay substantial damages or settlement costs.
Current or prospective clients may elect to perform such services in-house that may be associated with using an offshore provider. Political opposition to outsourcing services and / or outsourcing activities may also arise in certain countries if there is a perception that such actions have a negative effect on domestic employment opportunities.
Political opposition to outsourcing services and / or outsourcing activities may also arise in certain countries if there is a perception that such actions have a negative effect on domestic employment opportunities. We may be unable to continue to anticipate our clients’ needs by adapting to market and technology trends.
TRGP and TRGI may have interests that differ from interests of our shareholders and may cause TRGI’s shares in the Company to be voted in a way with which investors disagree and that may be adverse to shareholders’ interests.
TRGI may have interests that differ from interests of our other shareholders and TRGI may withhold or grant its consent to such enumerated actions in a way with which our other shareholders disagree and that may be adverse to our other shareholders' interests.
Furthermore, legal 23 Table of Contents standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to create products and services that compete with our solutions.
Despite our precautions, it may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to create products and services that compete with our solutions. In addition, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States.
Any decision by our clients to enter into or further expand insourcing activities in the future could cause us to lose a significant volume of business. 21 Table of Contents Moreover, companies may not continue to leverage outsourcing services at the same volumes and their outsourcing could be reversed by factors beyond our control, including negative perceptions attached to outsourcing activities or government regulations against outsourcing activities.
Moreover, companies may not continue to leverage outsourcing services at the same volumes and their outsourcing could be reversed by factors beyond our control, including negative perceptions attached to outsourcing activities or government regulations against outsourcing activities. Current or prospective clients may elect to perform such services in-house that may be associated with using an offshore provider.
Our profitability largely depends on maintaining efficient asset utilization levels, pricing our solutions appropriately, and managing costs, particularly through our contracts with customers.
We could be materially impacted by the loss of business with, or the failure to retain a significant amount of business with, any of our key clients. Our profitability largely depends on maintaining efficient asset utilization levels, pricing our solutions appropriately, and managing costs, particularly through our contracts with customers.
Also, it is possible that we may be required to pay substantial damages or settlement costs. 31 Table of Contents Unauthorized or improper disclosure of personal information, breach of privacy, whether inadvertent or as the result of a cyber-attack or improperly by our employees, has resulted in liability and could harm us.
Unauthorized or improper disclosure of personal information, breach of privacy, whether inadvertent or as the result of a cyber-attack or improperly by our employees, has resulted in liability and could harm us. Our business depends significantly upon technology infrastructure, telephone systems, data and other equipment and systems.
This could have a material effect on our business, results of operations and financial condition. Our facilities operate on leasehold property, and the inability to renew our leases on commercially acceptable terms or at all may adversely affect our results of operations. Our facilities operate solely on leasehold property.
We may also be subject to increased operating costs, including higher employee compensation expenses in these new jurisdictions relative to our current operating costs. Our facilities operate on leasehold property, and the inability to renew our leases on commercially acceptable terms or at all may adversely affect our results of operations. Our facilities operate solely on leasehold property.
We may expand our global operations to maintain an appropriate cost structure and meet our clients’ needs. This may involve expanding into countries other than those in which we currently operate and where we have less familiarity with local procedures.
We may face difficulties as we expand our operations into countries in which we have no prior operating experience. We have expanded and may continue to expand our global operations to maintain an appropriate cost structure and meet our clients’ needs.
We may not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Any of our intellectual property rights may be challenged by others or invalidated through administrative process or litigation.
Any of our intellectual property rights may be challenged by others or invalidated through administrative process or litigation. Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain.
Additional risks not presently known to us or that we currently deem immaterial may also harm our business, results of operations, or financial condition. Business Risks Our business is dependent on key clients. We derive a substantial portion of our revenue from a few key clients.
The risks described below are not the only risks that our business faces. Additional risks not presently known to us or that we currently deem immaterial may also harm our business, results of operations, or financial condition. Therefore, you should not consider the following risks to be a complete statement of all the potential risks or uncertainties that we face.
Our largest shareholder, The Resource Group International Limited, and its major shareholder, TRG Pakistan Limited, have substantial control over us and could limit our shareholders’ ability to influence the outcome of key transactions, including any change of control. As of June 30, 2024, our largest shareholder, TRGI, beneficially owns, in the aggregate, approximately 32% of our outstanding common shares.
As of June 30, 2025, The Resource Group International Limited ("TRGI"), beneficially owns, in the aggregate, approximately 13% of our outstanding common shares.
Our existing debt covenants may affect our flexibility in operating, developing and expanding our business. Our main financing arrangement contains certain covenants and restrictions including limits on our ability and our subsidiaries’ ability to incur additional debt, pay dividends and make certain investments.
Our existing debt covenants may affect our flexibility in operating, developing and expanding our business. Our main financing arrangements contains certain covenants in respect of a total net leverage ratio and 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 TRGI Stockholder’s Agreement will remain in effect until the date that TRGI ceases to hold 10% or more of all shares issued by us, as measured on an as-converted basis. As a result, we expect that TRGP and TRGI will be able to exert significant influence over our business.
The TRGI Stockholder's Agreement will remain in effect until the date that TRGI holds less than 10% of all shares issued by us.
Removed
Our current clients may seek to insource services similar to those we provide.
Added
Some of the factors, events, and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events, or uncertainties have occurred in the past and instead reflect our beliefs and opinions as to the factors, events, or uncertainties that could materially and adversely affect us in the future.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s management team is responsible for the day-to-day oversight and management of cybersecurity risks, supported by our dedicated professionals responsible for cybersecurity, fraud, risk management, and compliance. Additionally, our Cybersecurity Committee, which is composed of certain of our executive management, legal and operations leaders, provides sponsorship and guidance to help achieve our management objectives.
Biggest changeAdditionally, our Cybersecurity Committee, which is composed of certain of our executive management, legal and operations leaders, provides sponsorship and guidance to help achieve our management objectives. Our Chief Information Security Officer (“CISO”) reports to our CTO and assists in the day-to-day management of cybersecurity risks by leading the Information Security department and operationalizing our Information Security management systems.
Our cybersecurity processes are integrated into our overall enterprise risk management framework so that cybersecurity risks can be evaluated and managed alongside other business risks. Such integration supports our effort to promote a company-wide culture of cybersecurity risk management. Our cybersecurity risk management program is focused on the following key areas: Risk Assessment .
Our cybersecurity processes are integrated into our overall enterprise risk management framework so that cybersecurity risks can 40 Table of Contents be evaluated and managed alongside other business risks. Such integration supports our effort to promote a company-wide culture of cybersecurity risk management. Our cybersecurity risk management program is focused on the following key areas: Risk Assessment .
The specific controls used by the Company vary based on the systems and program involved, but typically include vulnerability and patch management, penetration testing, firewalls, intrusion prevention and detection systems, anti-malware (including anti-phishing) technical safeguards and access controls, privileged access management, endpoint threat detection and response, identity and access management, multi-factor authentication, logging and monitoring, cyber insurance, and physical security controls.
The specific controls used by the Company vary based on the systems and program involved, but typically include vulnerability and patch management, penetration testing, firewalls, intrusion prevention and detection systems, anti-malware (including anti-phishing) technical safeguards and access controls, privileged access management, endpoint threat detection and response, identity and access management, multi-factor authentication, logging and monitoring, data encryption, backup and recovery systems, cyber insurance, and physical security controls.
The CTO and VP, IT Data Security meet regularly with the Cybersecurity Committee to review the Company’s management of information security risks, and the Cybersecurity Committee evaluates the adequacy of the Company’s IT security program, compliance and controls with our CTO.
The CTO and CISO meet regularly with the Cybersecurity Committee to review the Company’s management of information security risks, and the Cybersecurity Committee evaluates the adequacy of the Company’s IT security program, compliance and controls with our CTO.
Our current VP, IT Data Security, has led our Data Security Department for nine years and holds more than seventeen years of experience in cybersecurity, including security operations, cloud security, and risk management. He has extensive experience with enterprise information security controls and frameworks, such as ISO 27001, PCI DSS, SOC 2 Type II, and HITRUST.
Our current CISO has led our Data Security Department for ten years and holds more than eighteen years of experience in cybersecurity, including security operations, cloud security, and risk management. He has extensive experience with enterprise information security controls and frameworks, such as ISO 27001, PCI DSS, SOC 2 Type II, and HITRUST.
Additionally, he holds multiple certifications, including CIISSP (Certified Information Systems Security Professional), CISA (Certified Information Security Auditor), and CISM (Certified Information Security Manager).
Additionally, our CISO holds multiple professional certifications, including CIISSP (Certified Information Systems Security Professional), CISA (Certified Information Security Auditor), and CISM (Certified Information Security Manager).
Although cybersecurity threats, including any previous cybersecurity incidents, have not materially affected the Company’s business strategy, results of operations or financial condition, there can be no assurances that future cybersecurity incidents, which are unavoidable, will not materially affect our results of operations, including our business strategy, results of operations, or financial condition.
Although cybersecurity threats in the last fiscal year have not materially affected the Company’s business strategy, results of operations or financial condition, there can be no assurances that future cybersecurity incidents, which are unavoidable, will not materially affect our results of operations, including our business strategy, results of operations, or financial condition.
The Company provides regular, mandatory training for all personnel on cybersecurity threats and has processes and procedures in place to communicate out-of-cycle notices and 41 Table of Contents updates regarding the Company’s information security policies, standards, processes, and practices by the CTO as needed.
The Company provides regular, mandatory training for all personnel on cybersecurity threats and has processes and procedures in place to communicate out-of-cycle notices and updates regarding the Company’s information security policies, standards, processes, and practices by the Chief Technology Officer (“CTO”) as needed.
Removed
Our Vice President for IT Data Security (“VP, IT Data Security”) reports to our Chief Technology Officer (“CTO”) and assists in the day-to-day management of cybersecurity risks by leading the Information Security department and operationalizing our Information Security management systems.
Added
The Board receives periodic updates from management 41 Table of Contents on cybersecurity strategy, risk assessments, and significant developments but is not involved in day-to-day operational decision-making. The Company’s management team is responsible for the day-to-day oversight and management of cybersecurity risks, supported by our dedicated professionals responsible for cybersecurity, fraud, risk management, and compliance.
Removed
Cybersecurity Threats The Company previously experienced a cybersecurity incident in August of 2020.
Added
Cybersecurity Threats We have implemented additional technical and procedural safeguards over time to strengthen our security posture, including enhanced incident response protocols and employee awareness training.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES Our executive management offices are located in Washington, D.C., which consist of approximately 5,300 square feet of office space and serves as the headquarters for senior management and the financial, information technology and administrative departments. 42 Table of Contents As of June 30, 2024, we operated 29 delivery centers in the following countries: Country Number of centers Number of workstations United States 3 1,020 Philippines 8 7,825 Pakistan 9 2,932 Jamaica 4 3,878 Nicaragua 4 2,710 Honduras 1 476 Total 29 18,841 We lease all of our facilities and do not own any real property.
Biggest changeAs of June 30, 2025, we operated 30 delivery centers in the following countries: Country Number of centers Number of workstations United States 2 654 Philippines 9 8,567 Pakistan 10 4,058 Jamaica 4 3,810 Nicaragua 4 2,691 Honduras 1 676 Total 30 20,456 42 Table of Contents We lease all of our facilities and do not own any real property.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Leases are typically made for a fixed period of two to fifteen years and may include renewal options to provide operational flexibility. The Company believes that all of its facilities are adequately maintained and in good operating condition.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Leases are typically made for a fixed period of two to fifteen years and may include renewal options. The Company believes that all of its facilities are adequately maintained and in good operating condition.
Added
ITEM 2. PROPERTIES Our executive management offices are located in Washington, D.C., which consist of approximately 5,300 square feet of office space and serves as the headquarters for senior management and the financial, information technology and administrative departments.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest change“Commitments”, included in Item 8. “Financial Statements and Supplementary Data” for additional information. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeRefer to Note 1, "Overview and Summary of Significant Accounting Policies - Contingencies" in the consolidated financial statements included in this Form 10-K for additional information. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Based on currently available information and advice received from counsel, the Company believes that the disposition or ultimate resolution of any current legal proceedings, except as otherwise specifically reserved for in its financial statements, will not have a material adverse effect on the Company’s financial position, cash flows or results of operations. Refer to Note 9.
Based on currently available information and advice received from counsel, the Company believes that the disposition or ultimate resolution of any current legal proceedings, except as otherwise specifically reserved for in its financial statements, will not have a material adverse effect on the Company’s financial position, cash flows or results of operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Board will review the repurchase program periodically and may authorize adjustment of its terms and size, suspend or discontinue the program. The Company has and expects to fund future repurchases with its existing cash balance. The share repurchase program does not obligate the Company to acquire any particular amount of common shares.
Biggest changeThe Company has and expects to fund future repurchases with its existing cash balance. The share repurchase program does not obligate the Company to acquire any particular amount of common shares. On May 1, 2025, the Board authorized $15 million in share repurchases which commenced on May 12, 2025 for twelve months (the "2025 Share Repurchase Program”).
The payment of dividends, if any, would be at the discretion of our Board and would depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on 43 Table of Contents payment of dividends present in our current and future debt agreements and other factors that our Board may deem relevant.
The payment of dividends, if any, would be at the discretion of our Board and would depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our current and future debt agreements and other factors that our Board may deem relevant.
As of August 30, 2024, we had 139 holders of record of our common shares. Dividend Distribution Policy We currently do not plan to declare dividends on our common shares in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business.
As of August 29, 2025, we had 94 holders of record of our common shares. Dividend Distribution Policy We currently do not plan to declare dividends on our common shares in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common shares began trading on the Nasdaq Global Market under the symbol “IBEX” on August 7, 2020. As of August 30, 2024, the sale price for the Company’s common shares, as reported by the Nasdaq, was $17.24 per share.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common shares began trading on the Nasdaq Global Market under the symbol “IBEX” on August 7, 2020. As of August 29, 2025, the sale price for the Company’s common shares, as reported by the Nasdaq, was $29.53 per share.
The actual timing, number, and dollar amount of repurchase transactions will be determined by management at its discretion and will depend on a number of factors including, but not limited to, the market price of the Company’s common shares, general market and economic conditions, and compliance with Rule 10b-18 and/or Rule 10b5-1 under the Exchange Act.
The actual timing, number, and dollar amount of repurchase transactions will be determined by management at its discretion and will depend on a number of factors including, but not limited to, the market price of the Company’s common shares, general market and economic conditions, and compliance with Rule 10b-18 and/or Rule 10b5-1 under the Exchange Act. 43 Table of Contents The Board will review the repurchase program periodically and may authorize adjustment of its terms and size, suspend or discontinue the program.
Stock Performance Graph We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Recent Sale of Unregistered Securities and Use of Proceeds None. Stock Performance Graph We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item. ITEM 6. [RESERVED]
The following table provides information related to our purchases of our common shares during the three months ended June 30, 2024: Period Total Number of Shares Purchased Average Price Paid per Share 1 Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under 2024 Share Repurchase Program ($000s) April 1 - 30, 2024 — $ — — $ — May 1 - 31, 2024 50,000 $ 15.55 50,000 $ 29,223 June 1 - 30, 2024 147,229 $ 15.97 147,229 $ 26,871 Total 197,229 $ 15.86 197,229 $ 26,871 Refer to Note 14.
The following table provides information related to our purchases of our common shares during the three months ended June 30, 2025: Period Total Number of Shares Purchased Average Price Paid per Share 1 Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under 2025 Share Repurchase Program ($000s) April 1 - 30, 2025 — $ — — $ — May 1 - 31, 2025 14,300 $ 28.68 14,300 $ 14,590 June 1 - 30, 2025 43,980 $ 28.79 43,980 $ 13,324 Total 58,280 $ 28.76 58,280 Refer to Note 14, “Stockholders’ Equity” in the consolidated financial statements included in this Form 10-K for additional information on our share repurchases and share repurchase programs.
Removed
On May 1, 2024, the Board authorized $30 million in share repurchases during the next twelve months (the "2024 Share Repurchase Program”).
Removed
“Stockholders’ Equity”, included in Item 8. “Financial Statements and Supplementary Data” for more information on our share repurchases and further information on our share repurchase programs. Recent Sale of Unregistered Securities and Use of Proceeds None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeGAAP financial performance measures, including net income from operations and net income, among others. 52 Table of Contents The following table provides a reconciliation of net income and net income margin to adjusted net income and adjusted net income margin, and diluted earnings per share to adjusted earnings per share for the years presented: Year ended June 30, ($000s, except per share amounts) 2024 2023 Net income $ 33,655 $ 31,582 Net income margin 6.6 % 6.0 % Non-recurring expenses — 2,224 Severance costs 1,621 — Impairment losses 1,532 — Warrant contra revenue 1,183 1,090 Foreign currency gains (1,815) (801) Share-based compensation expense 3,765 4,606 Gain on sale of subsidiaries — (246) Loss on lease terminations — 251 Total adjustments $ 6,286 $ 7,124 Tax impact of adjustments 2 (1,590) (1,760) Adjusted net income $ 38,351 $ 36,946 Adjusted net income margin 7.5 % 7.1 % Diluted earnings per share $ 1.84 $ 1.67 Per share impact of adjustments to net income 0.26 0.28 Adjusted earnings per share $ 2.10 $ 1.96 Weighted average diluted shares outstanding 18,255 18,893 EBITDA, adjusted EBITDA, and adjusted EBITDA margin EBITDA is a non-GAAP profitability measure that represents net income before the effect of the following items: interest expense, income tax expense, and depreciation and amortization.
Biggest changeThe following table provides a reconciliation of net income to adjusted net income, net income margin to adjusted net income margin, and diluted earnings per share to adjusted earnings per share for the years presented: Year ended June 30, ($000s, except per share amounts) 2025 2024 Net income $ 36,864 $ 33,655 Net income margin 6.6 % 6.6 % Severance costs 558 1,621 Impairment losses 1,429 1,532 Warrant contra revenue — 1,183 Foreign currency losses / (gains) 693 (1,815) Stock-based compensation expense 5,432 3,765 Total adjustments $ 8,112 $ 6,286 Tax impact of adjustments 2 (1,975) (1,590) Adjusted net income $ 43,001 $ 38,351 Adjusted net income margin 7.7 % 7.5 % Diluted earnings per share $ 2.36 $ 1.84 Per share impact of adjustments to net income 0.39 0.26 Adjusted earnings per share $ 2.75 $ 2.10 Weighted average diluted shares outstanding 15,725 18,255 2 The tax impact of each adjustment is calculated using the effective tax rate in the relevant jurisdictions. 52 Table of Contents EBITDA, adjusted EBITDA, and adjusted EBITDA margin EBITDA is a non-GAAP profitability measure that represents net income before the effect of the following items: interest expense, income tax expense, and D&A.
Non-GAAP financial measures and ratios are not measurements of our performance, financial condition or liquidity under U.S. GAAP and should not be considered as alternatives to operating profit or net income / (loss) or as alternatives to cash flow from operating, investing or financing activities for the period, or any other performance measures, derived in accordance with U.S. GAAP.
Non-GAAP financial measures and ratios are not measurements of our performance, financial condition or liquidity under U.S. GAAP and should not be considered as alternatives to operating profit or net income / (loss) or as alternatives to cash flow from operating, investing or financing activities for the period, or any other performance measures, derived in accordance with U.S.
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 Accounting Standards Update (“ASU”) No. 2019-08, Compensation – Stock Compensation (Topic 718) and ASC 606, Revenue from Contracts with Customers, which requires entities to measure and classify share-based payment awards granted to a customer by applying the guidance under Topic 718, as of January 1, 2019.
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 Accounting Standards Update (“ASU”) No. 2019-08, Compensation – Stock Compensation (Topic 718) and ASC 606, Revenue from Contracts with Customers, 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.
We believe that our approach to bringing a combination of our AI-enabled solutions plus a robust set of third-party AI-enabled solutions to our clients positions the company to not only be a fast-mover in the market, but also to capture an outsized share of AI-impacted future revenue, and to help minimize risk to our overall revenue and provide opportunities for future profitability enhancement.
We believe that our approach to bringing a combination of our AI-enabled solutions plus a robust set of third-party AI-enabled solutions to our clients positions us to not only be a fast-mover in the market, but also to capture an outsized share of AI-impacted future revenue, and to help minimize risk to our overall revenue and provide opportunities for future profitability enhancement.
During fiscal year 2024, the tightening in the global labor market and corresponding wage inflation, as well as increasing facilities expenses have resulted in us pursuing and successfully negotiating price increases or COLA with many of our clients. The current economic environment is also encouraging our clients to consider locating more of their support offshore.
During fiscal year 2025, the tightening in the global labor market and corresponding wage inflation, as well as increasing facilities expenses have resulted in us pursuing and successfully negotiating price increases or COLA with many of our clients. The current economic environment is also encouraging our clients to consider locating more of their support offshore.
The correlation between business performance and demand for outsourced customer interaction solutions can therefore be complex, and depends upon several factors, such as industry consolidation, client investments in growth, and overall macroeconomic environment, all of which can result in short term revenue volatility for outsourcing providers.
The correlation between a client's business performance and demand for outsourced customer interaction solutions can therefore be complex, and depends upon several factors, such as industry consolidation, client investments in growth, and overall macroeconomic environment, all of which can result in short term revenue volatility for outsourcing providers.
Delivery Location We generate greater profit margins from our work carried out by agents located in offshore and nearshore geographies compared to our work carried out from onshore locations in the United States. As a result, our operating margins are influenced by the proportion of our work delivered from these higher margin locations.
Delivery Location We generate greater profit margins from our work carried out by agents located in offshore and nearshore regions compared to our work carried out from onshore locations in the United States. As a result, our operating margins are influenced by the proportion of our work delivered from these higher margin locations.
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. Awards to employees and directors may contain service, performance and/or market vesting conditions.
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. Awards to employees and directors may contain service, performance and/or market vesting conditions.
Today, ibex operates a global customer experiences (“CX”) delivery center model consisting of 29 delivery centers around the world, while deploying next-generation technology to drive superior customer experiences for many of the world’s leading companies across various verticals, including Retail & E-commerce, HealthTech, FinTech, Utilities and Logistics. ibex leverages its diverse global team of approximately 30,000 employees together with industry-leading technology, including its Wave iX platform, to manage nearly 169 million customer interactions on behalf of our clients, driving a truly differentiated customer experience.
Today, ibex operates a global customer experiences (“CX”) delivery center model consisting of 30 delivery centers around the world, while deploying next-generation technology to drive superior customer experiences for many of the world’s leading companies across various verticals, including Retail & E-commerce, HealthTech, FinTech, Utilities, and Travel, Transportation & Logistics. ibex leverages its diverse global team of approximately 33,000 employees together with industry-leading technology, including its Wave iX platform, to manage nearly 169 million customer interactions on behalf of our clients, driving a truly differentiated customer experience.
We regularly evaluate whether to procure additional space or enter into new markets as we continue to add employees and expand geographically to meet the demands of our business. Provider Performance Generally, our clients will re-allocate spend and market share in favor of outsourcing providers who consistently perform better and add more value than their competitors.
We regularly evaluate whether to procure additional space or enter into new markets as we continue to add employees and expand geographically to meet the demands of our business. 46 Table of Contents Provider Performance Generally, our clients will re-allocate spend and market share in favor of outsourcing providers who consistently perform better and add more value than their competitors.
Our future liquidity requirements will depend on many factors, including our growth rate and the timing and extent of spending to engage in the activities mentioned above. We believe that our existing cash balance together with cash generated from our operations will be sufficient to meet our liquidity requirements for at least the next twelve months.
Our future liquidity requirements will depend on many factors, including our growth rate and the timing and extent of spending to engage in the activities mentioned above. We believe that our existing cash balance together with cash 55 Table of Contents generated from our operations will be sufficient to meet our liquidity requirements for at least the next twelve months.
Contractual obligations As of June 30, 2024, we have no material off-balance sheet transactions and we are not a guarantor of any other entities’ debt or other financial obligations. For further discussion of contractual obligations, such as debt, leases, and purchase obligations, please refer to our audited consolidated financial statements included in Item 8.
Contractual obligations As of June 30, 2025, we have no material off-balance sheet transactions and we are not a guarantor of any other entities’ debt or other financial obligations. For further discussion of contractual obligations, such as debt, leases, and purchase obligations, refer to our audited consolidated financial statements included in Item 8.
It is defined as the number of physical workstations at a delivery center location used for production (excluding, for example, workstations in training rooms or those used by supervisors). A single workstation will typically be used for 48 Table of Contents multiple shifts, and therefore there will typically be more delivery center agents than utilized workstations.
It is defined as the number of physical workstations at a delivery center location used for production (excluding, for example, workstations in training rooms or those used by supervisors). A single workstation will typically be used for multiple shifts, and therefore there will typically be more delivery center agents than utilized workstations.
Labor Costs 46 Table of Contents When compensation levels of our employees increase, we may not be able to pass on such increased costs to our clients or do so on a timely basis, which tends to depress our operating profit margins if we cannot generate sufficient offsetting productivity gains.
Labor Costs When compensation levels of our employees increase, we may not be able to pass on such increased costs to our clients or do so on a timely basis, which tends to depress our operating profit margins if we cannot generate sufficient offsetting productivity gains.
While the initial implementation of some AI-solutions may impact revenue directly derived from traditional agent-driven activities, it is our belief that by remaining on the forefront and bringing these solutions to our clients, we will be able to capture a greater share of AI-enabled revenue work and maintain and grow our overall business and results.
While the initial implementation of some AI-solutions may impact revenue directly derived from traditional agent-driven activities, it is our belief that by remaining on the forefront and bringing these solutions to our clients, we will be able to capture a greater share of AI-enabled revenue work and maintain and grow our overall business and results in the near- and long-term.
The following discussion provides a narrative of our financial condition and results of operations for the fiscal year ended June 30, 2024 compared to the fiscal year ended June 30, 2023.
The following discussion provides a narrative of our financial condition and results of operations for the fiscal year ended June 30, 2025 compared to the fiscal year ended June 30, 2024.
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, net, in the consolidated 59 Table of Contents statements of comprehensive income.
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 believe we are well positioned to leverage our leadership position in adopting new technology in the CX sector and to create significant value for our clients through the application of AI.
We believe we are well positioned to leverage our leadership position in adopting new technology in the CX sector and to create 45 Table of Contents significant value for our clients through the application of AI.
Future capital requirements We expect capital expenditures in fiscal year 2025 to be between 3.0% and 4.0% of revenue.
Future capital requirements We expect capital expenditures in fiscal year 2026 to be between 3.0% and 4.0% of revenue.
Accordingly, a shift in service delivery location from onshore to offshore locations results in a 47 Table of Contents lower price for our clients and a decline in our absolute revenues; however, our margins tend to increase, in percentage and often in absolute terms, as compared to onshore service delivery.
Accordingly, a shift in service delivery location from onshore to offshore locations results in a lower price for our clients and a decline in our absolute revenues; however, our margins tend to increase, in percentage and often in absolute terms, as compared to onshore service delivery.
During fiscal year 2024, we continued to see increasing wage pressure in all of our geographies, in part brought on by the current global inflation and labor shortage, which is increasing competition for contact center agents from other sectors of the economy.
We continued to see increasing wage pressure in all of our geographies, in part brought on by the current global inflation and labor shortage, which is increasing competition for contact center agents from other sectors of the economy during the fiscal year ended June 30, 2025.
Cash Flows from Investing Activities During the year ended June 30, 2024, we had net expenditures of $8.9 million on investing activities primarily related to purchases of IT and telecommunications equipment, and capacity expansion in Pakistan.
During the year ended June 30, 2024, we had expenditures of $8.9 million on investing activities primarily related to purchases of IT and telecommunications equipment, and capacity expansion in Pakistan.
During fiscal year 2024, we have offset some of these wage increases with higher agent quality and increased productivity, higher agent retention, and increased client prices under contractual cost of living adjustments (“COLA”). Furthermore, our overall labor cost as a percentage of revenue is impacted by the aforementioned shift in delivery location from onshore delivery centers to offshore centers.
We were able to offset some of these wage increases with higher agent quality and increased productivity, higher agent retention, and increased client prices under contractual cost of living adjustments (“COLA”). Furthermore, our overall labor cost as a percentage of revenue is impacted by the aforementioned shift in delivery location from onshore delivery centers to offshore centers.
Sales Cycles and New Client Wins We have a strong track record of winning key new client accounts and as a result of our land and expand strategy, we have been successful in winning an increasing number of new client engagements, and subsequently increasing our revenues with these clients year over year.
New Client Wins We have a strong track record of winning key new client accounts, and as a result of our land and expand strategy, we have been successful in subsequently increasing our revenues with these clients year over year.
We have created a three-pronged AI strategy, which continues to keep ibex at the forefront of digital transformation. Our solutions are focused on increasing agent productivity, providing deeper customer insights to elevate the customer experience and putting AI in front of the customer journey with voice and chat bots.
Our Wave iX technology has a three-pronged AI strategy, which continues to keep ibex at the forefront of digital transformation. Our solutions are focused on increasing agent productivity, providing deeper customer insights to elevate the customer experience and putting AI in front of the customer journey with voice and chat bots.
Over time we have expanded and further diversified our delivery network by adding facilities in these locations, offering a significant relative cost advantage. Our percentage of workstations in nearshore and offshore centers is approximately 95% as of June 30, 2024.
Over time we have expanded and further diversified our delivery network by adding facilities in these locations, offering a significant relative cost advantage. Our percentage of workstations in nearshore and offshore geographies is approximately 97% as of June 30, 2025.
GAAP. Some of these limitations are as follows: • although depreciation and amortization expense is a non-cash charge, the assets being depreciated and amortized may have to be replaced in the future.
Some of these limitations are as follows: • although D&A is a non-cash charge, the assets being depreciated and amortized may have to be replaced in the future.
The Company has identified the following as its most critical accounting estimates. Although management believes that its estimates and assumptions are reasonable, they are based on information available when they are made and, therefore, may differ from estimates made under different assumptions or conditions. The Company’s significant accounting policies are discussed in Note 1.
The Company has identified the following as its most critical accounting estimates. Although management believes that its estimates and assumptions are reasonable, they are based on information available when they are made and, therefore, may differ from estimates made under different assumptions or conditions.
We incur substantial fixed costs in operating such facilities. The greater the volume of interactions handled, the higher the utilization level of workstations within those facilities and the revenues generated to cover those fixed costs, thus the greater the percentage operating margin.
The greater the volume of interactions handled, the higher the utilization level of workstations within those facilities and the revenues generated to cover those fixed costs, thus the greater the percentage operating margin.
Artificial Intelligence (“AI”) With the increasing applicability of AI in enhancing business processes, the BPO industry is increasingly evaluating and starting to integrate AI into its range of solutions to improve the customer experience and efficiencies. We are moving aggressively to leverage generative AI in our business. We introduced our Wave iX technology on January 30, 2024.
Artificial Intelligence (“AI”) With the increasing applicability of AI in enhancing business processes, the BPO industry is increasingly evaluating and starting to integrate AI into its range of solutions to improve the customer experience and efficiencies. We are moving aggressively to leverage generative AI in our business.
However, the Company can provide no assurances that it will not sustain losses. As of June 30, 2024, we had cash and cash equivalents of $62.7 million, including $5.1 million located outside of the United States, and $2.5 million that is subject to certain local regulations on repatriation.
However, the Company can provide no assurances that it will not sustain losses. As of June 30, 2025, we had cash and cash equivalents of $15.4 million, including $12.0 million located outside of the United States, and $2.7 million that is subject to certain local regulations on repatriation.
Cash Flows from Operating Activities Net cash inflow from operating activities during the fiscal year ended June 30, 2024 was $35.9 million compared to $41.9 million during the fiscal year ended June 30, 2023.
Cash Flows from Operating Activities Net cash inflow from operating activities during the fiscal year ended June 30, 2025 was $45.7 million compared to $35.9 million during the fiscal year ended June 30, 2024.
The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies, have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our operating results as reported in accordance with U.S. GAAP.
The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies, have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our operating results as reported in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
As of June 30, 2023, we had cash and cash equivalents of $57.4 million, including $5.6 million located outside of the United States, and $1.7 million that is subject to certain local regulations on repatriation.
As of June 30, 2024, we had cash and cash equivalents of $62.7 million, including $5.1 million located outside of the United States, and $2.5 million that is subject to certain local regulations on repatriation.
During the fiscal year ended June 30, 2024, out of our total employee benefits expenses, 30.9% were incurred in the Philippine Pesos, 15.5% were incurred in the Jamaican Dollar and 8.7% were incurred in Pakistani Rupee. As a result, our operations are subject to the effects of changes in exchange rates against the U.S. dollar. See “Item 7A.
During the fiscal year ended June 30, 2025, out of our total employee salaries and benefit expenses, 32.7% were incurred in the Philippine Pesos, 12.3% were incurred in the Jamaican Dollar and 9.7% were incurred in Pakistani Rupee. As a result, our operations are subject to the effects of changes in exchange rates against the U.S. dollar. See “Item 7A.
Pricing Our revenues are dependent upon both volumes and unit pricing for our services. Client pricing is often expressed in terms of a base price per minute or hour as well as, in limited cases, with bonuses and occasionally penalties depending upon our achievement of certain client objectives.
Client pricing is often expressed in terms of a base price per minute or hour as well as, in limited cases, with bonuses and occasionally penalties depending upon our achievement of certain client objectives.
The following table reconciles net cash provided by operating activities to free cash flow, for the years presented: Year ended June 30, ($000s) 2024 2023 Net cash provided by operating activities $ 35,900 $ 41,859 Less: capital expenditures 8,855 18,952 Free cash flow $ 27,045 $ 22,907 Net cash provided by operating activities during the fiscal year ended June 30, 2024 was $35.9 million compared to $41.9 million during the fiscal year ended June 30, 2023.
The following table reconciles net cash provided by operating activities to free cash flow for the years presented: Year ended June 30, ($000s) 2025 2024 Net cash provided by operating activities $ 45,668 $ 35,900 Less: capital expenditures 18,375 8,855 Free cash flow $ 27,293 $ 27,045 Net cash provided by operating activities during the fiscal year ended June 30, 2025 was $45.7 million compared to $35.9 million during the fiscal year ended June 30, 2024.
JOBS Act Accounting Election We qualify as an EGC pursuant to the provisions of the JOBS Act. The JOBS Act permits an EGC like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.
JOBS Act Accounting Election We qualify as an EGC pursuant to the provisions of the JOBS Act until, at the latest, our status expires on June 30, 2026. The JOBS Act permits an EGC like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.
This metric may help investors seeking to better understand how much room for revenue growth there is within the existing site footprint, as well as what future needs to capital expenditures may be associated with a need to support revenue growth. This metric also serves as a relative proxy for efficiency in terms of usage of existing space.
This metric may help investors seeking to better understand how much room for revenue growth there is within the existing site footprint, as 48 Table of Contents well as what future needs to capital expenditures may be associated with a need to support revenue growth.
As a percent of revenue, payroll costs decreased to 54.0% during the fiscal year ended June 30, 2024 compared to 54.9% in the prior year, reflecting the continuing trend of migrating volume to lower cost regions.
As a percent of revenue, payroll costs decreased to 52.1% during the fiscal year ended June 30, 2025 compared to 54.0% during the prior year, reflecting our continuing trend towards lower cost regions.
Cash Flows from Financing Activities During the year ended June 30, 2024, we expended a total of $21.7 million on financing activities, of which $21.6 million related to purchasing our common shares under the share repurchase programs.
During the year ended June 30, 2024, we expended a total of $21.7 million on financing activities, of which $21.6 million related to purchasing our common shares under the share repurchase programs. Our cash resources could also be affected by various risks and uncertainties.
Trends and Factors Affecting our Performance There are a number of key trends and factors that have affected and may affect our results of operations. 45 Table of Contents Macroeconomic Trends Macroeconomic factors, including but not limited to, increasing inflation and interest rates, global economic and geopolitical uncertainty, changes in foreign currency exchange rates, and the impact that these factors are having on our clients and their customers, have also impacted our financial results during fiscal year 2024.
Macroeconomic Trends Macroeconomic factors, including but not limited to, increasing inflation and interest rates, global economic and geopolitical uncertainty, changes in foreign currency exchange rates, and the impact that these factors are having on our clients and their customers, have also impacted our financial results during fiscal year 2025.
As a percentage of total revenue, the revenue from our Retail & E-commerce vertical increased to 25.4% for the fiscal year ended June 30, 2024 compared to 23.2% in the prior year, the revenue from our HealthTech vertical increased to 13.1% compared to 11.5%, and the revenue from our Travel, Transportation & Logistics vertical increased to 13.4% compared to 11.9%.
As a percentage of total revenue, the revenue from our Retail & E-commerce vertical increased to 26.0% for the fiscal year ended June 30, 2025 compared to 25.4% in the prior year, the revenue from our HealthTech vertical increased to 14.7% compared to 13.1%, the revenue from our Travel, Transportation & Logistics vertical increased to 13.9% compared to 13.4%, and the revenue from our Other vertical increased to 13.3% compared to 10.6%.
For additional information, please see the section entitled “Risk Factors.” 57 Table of Contents Financing Arrangements We are party to a number of financing arrangements with banks, financial institutions and lessors that serve to meet our liquidity requirements. The following is a summary of our principal financing arrangement. PNC Credit Facility In November 2013, our subsidiary Ibex Global Solutions, Inc.
For additional information, please see the section entitled “Risk Factors.” Financing Arrangements We are party to a number of financing arrangements with banks, financial institutions and lessors that serve to meet our liquidity requirements. The following is a summary of our principal financing arrangements.
Because of these limitations, investors should consider adjusted net income, adjusted net income margin, and adjusted earnings per share in conjunction with other U.S.
Because of these limitations, investors should consider adjusted net income, adjusted net income margin, and adjusted earnings per share in conjunction with other U.S. GAAP financial performance measures, including net income from operations and net income, among others.
Year ended June 30, 2024 2023 Net cash inflow / (outflow) from Operating activities $ 35,900 $ 41,859 Investing activities (8,855) (19,037) Financing activities (21,733) (13,614) Effects of exchange rate difference on cash and cash equivalents (21) (610) Net increase / (decrease) in cash and cash equivalents $ 5,291 $ 8,598 Cash and cash equivalents at beginning of the period 57,429 48,831 Cash and cash equivalents at the end of the period $ 62,720 $ 57,429 Cash and cash equivalents The Company manages a centralized global treasury function with a focus on safeguarding and optimizing the use of its global cash and cash equivalents.
Year ended June 30, ($000s) 2025 2024 Net cash inflow / (outflow) from Operating activities $ 45,668 $ 35,900 Investing activities (18,375) (8,855) Financing activities (74,660) (21,733) Effects of exchange rate difference on cash and cash equivalents (3) (21) Net (decrease) / increase in cash and cash equivalents $ (47,370) $ 5,291 Cash and cash equivalents at beginning of the period 62,720 57,429 Cash and cash equivalents at the end of the period $ 15,350 $ 62,720 Cash and cash equivalents The Company manages a centralized global treasury function with a focus on safeguarding and optimizing the use of its global cash and cash equivalents.
Selling, general, and administrative expense (“SG&A”) SG&A expense was $93.1 million during the fiscal year ended June 30, 2024, an increase of $4.5 million, or 5.1%, compared to the prior year.
Selling, general, and administrative expense (“SG&A”) SG&A expense was $108.7 million during the fiscal year ended June 30, 2025, an increase of $15.6 million, or 16.7%, compared to the prior year.
EBITDA, adjusted EBITDA and a djusted EBITDA margin may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation 2 The tax impact of each adjustment is calculated using the effective tax rate in the relevant jurisdictions. 53 Table of Contents or as a substitute for analysis of our operating results as reported under U.S.
EBITDA, adjusted EBITDA and a djusted EBITDA margin may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under U.S. GAAP.
Provision for Income Taxes Income tax expense was $7.3 million during the fiscal year ended June 30, 2024, a decrease of $1.4 million when compared with the prior year, primarily due to a lower effective tax rate in the current year. The effective tax rate was 17.9% and 21.7% for the fiscal years ended June 30, 2024 and 2023, respectively.
Provision for Income Taxes Income tax expense was $9.1 million during the fiscal year ended June 30, 2025, an increase of $1.7 million when compared with the prior year, primarily due to a higher pre-tax income and a higher effective tax rate in the current year.
The decrease in cost of services was primarily due to decreases in payroll and related costs, facilities, telecom, local transportation and other site related expenses, partially offset by increases in reseller commissions and lead expenses.
The increase in cost of services was primarily due to increases in payroll and related costs, reseller commissions and lead expenses, IT expenses, telecom, local transportation and other site related expenses, and stock-based compensation.
Adjusted net income, adjusted net income margin, and adjusted earnings per share Adjusted net income is a non-GAAP profitability measure that represents net income before the effect of the following items: non-recurring expenses (including domestic filer conversion and legal and settlement costs), severance costs, impairment losses, warrant contra revenue, foreign currency gains, share-based compensation expense, gain on sale of subsidiaries, and loss on lease terminations, net of the tax impact of such adjustments.
GAAP. 51 Table of Contents Adjusted net income, adjusted net income margin, and adjusted earnings per share Adjusted net income is a non-GAAP profitability measure that represents net income before the effect of the following items: severance costs, impairment losses, warrant contra revenue, foreign currency gains and losses, and stock-based compensation expense, net of the tax impact of such adjustments.
Preparation of these financial statements requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
Critical Accounting Policies and Estimates The Company’s consolidated financial statements are prepared in accordance with U.S. GAAP. Preparation of these financial statements requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
Conversely, the revenue from our FinTech vertical decreased to 14.0% for the fiscal year ended June 30, 2024 compared to 18.5% in the prior year, and the revenue from our Telecommunication vertical decreased to 15.0% compared to 16.3% in the prior year.
Conversely, the revenue from our FinTech vertical decreased to 11.2% for the fiscal year ended June 30, 2025 compared to 14.0% in the prior year, and the revenue from our Telecommunications vertical decreased to 13.1% compared to 15.0%.
Interest income Interest income during the fiscal year ended June 30, 2024 was $2.1 million compared to $0.6 million for the prior year as income from invested funds increased compared to the same period in the prior year.
Interest income Interest income during the fiscal year ended June 30, 2025 was $1.0 million compared to $2.1 million for the prior year, and consisted primarily of income from invested funds.
As of June 30, 2024, our total indebtedness was $1.5 million, consisting of our finance leases. We were in compliance with all debt covenants as of June 30, 2024. Refer to Note 8. “Debt”, included in Item 8. “Financial Statements and Supplementary Data” for further information on our debt.
As of June 30, 2025, our total indebtedness was $1.6 million, consisting of our finance leases. We were in compliance with all debt covenants as of June 30, 2025. Refer to Note 8, “Debt” in the consolidated financial statements included in this Form 10-K for additional information on our debt.
Our cash position as of June 30, 2024 increased primarily due to lower capital expenditures and debt repayments, offset by an increase in share repurchases and lower operating cash flow, compared to the prior year.
The decrease in our cash position as of June 30, 2025 is primarily due to the Company’s increased expenditures on share repurchases and capital expenditures, partially offset by higher operating cash flow cash from operating activities, compared to the prior year.
“Overview and Summary of Significant Accounting Policies” and Note 2. “Revenue from Contracts with Customers”, included in Item 8. “Financial Statements and Supplementary Data” and should be reviewed in connection with the following discussion. Revenue The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.
The Company’s significant accounting policies are discussed in Note 1, “Overview and Summary of Significant Accounting Policies” in the consolidated financial statements included in this Form 10-K and should be reviewed in connection with the following discussion. Revenue The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.
Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before the effect of the following items: non-recurring expenses ( including domestic filer conversion and legal and settlement costs), severance costs, impairment losses, interest income, warrant contra revenue, foreign currency gains, share-based compensation expense, gain on sale of subsidiaries, and loss on lease terminations.
Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before the effect of the following items: severance costs, impairment losses, interest income, warrant contra revenue, foreign currency gains and losses, and stock-based compensation expense. Adjusted EBITDA margin is a non-GAAP profitability measure that represents adjusted EBITDA divided by revenue.
The following table displays our capacity utilization by region for the fiscal years ended June 30, 2024 and 2023: As of June 30, 2024 Total Production Workstations In Use Utilization % Offshore 10,757 9,415 88 % Nearshore 7,064 4,875 69 % United States 1,020 1,590 156 % Total 18,841 15,880 84 % As of June 30, 2023 Total Production Workstations In Use Utilization % Offshore 10,777 9,121 85 % Nearshore 8,491 5,111 60 % United States 1,290 1,580 122 % Total 20,558 15,812 77 % 49 Table of Contents Results of Operations The following summarizes the results of our operations for the fiscal years ended June 30, 2024 and 2023: Fiscal Year ended June 30, ($000s) 2024 2023 Revenue $ 508,569 $ 523,118 Cost of services 356,536 374,992 Selling, general and administrative 93,143 88,663 Depreciation and amortization 19,461 18,985 Income from operations $ 39,429 $ 40,478 Interest income 2,071 640 Interest expense (514) (792) Income before income taxes $ 40,986 $ 40,326 Provision for income tax expense (7,331) (8,744) Net income $ 33,655 $ 31,582 Fiscal Years Ended June 30, 2024 and 2023 Revenue Our revenue was $508.6 million for the fiscal year ended June 30, 2024, a decrease of $14.5 million, or 2.8%, compared to the prior year.
The following table displays our capacity utilization by region for the fiscal years ended June 30, 2025 and 2024: As of June 30, 2025 Total Production Workstations In Use Utilization % Offshore 12,625 11,856 94 % Nearshore 7,177 4,596 64 % United States 654 1,461 223 % Total 20,456 17,913 88 % As of June 30, 2024 Total Production Workstations In Use Utilization % Offshore 10,757 9,415 88 % Nearshore 7,064 4,875 69 % United States 1,020 1,590 156 % Total 18,841 15,880 84 % Results of Operations The following summarizes the results of our operations for the fiscal years ended June 30, 2025 and 2024: Year ended June 30, ($000s) 2025 2024 Revenue $ 558,273 $ 508,569 Cost of services 385,692 356,536 Selling, general and administrative 108,738 93,143 Depreciation and amortization 17,232 19,461 Income from operations $ 46,611 $ 39,429 Interest income 955 2,071 Interest expense (1,634) (514) Income before income taxes $ 45,932 $ 40,986 Provision for income tax expense (9,068) (7,331) Net income $ 36,864 $ 33,655 49 Table of Contents Fiscal Years Ended June 30, 2025 and 2024 Revenue Our revenue was $558.3 million for the fiscal year ended June 30, 2025, an increase of $49.7 million, or 9.8%, compared to the prior year.
The timing of any additional estimated vesting and the related fair value at the time of the change in estimate could have a material impact on the transaction price and therefore revenue recorded related to the Amazon contract. Share-based compensation plans The Company accounts for its share-based awards in accordance with provisions of ASC 718, Compensation - Stock Compensation .
The timing of any additional estimated vesting and the related fair value at the time of the change in estimate could have a material impact on the transaction price and therefore revenue recorded related to the Amazon contract. 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.
Changes in any of the estimates mentioned above could have a material impact on the stock-based compensation expense recorded in any period. 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.
Changes in recognition or measurements are reflected in the period in which the change in estimate occurs. Commitment and Contingencies The Company is subject to claims and lawsuits filed in the ordinary course of business.
Commitment and Contingencies The Company is subject to claims and lawsuits filed in the ordinary course of business.
Liquidity and Capital Resources Our principal sources of liquidity are cash and cash equivalents, cash flows from operations, and the unused availability under our existing credit facility, described in more detail below in “Financing Arrangements.” As of June 30, 2024, the unused availability under our existing credit facility was $79.0 million.
Liquidity and Capital Resources As of June 30, 2025, our principal sources of liquidity were cash and cash equivalents totaling $15.4 million, cash flows from operations, and the unused availability under our HSBC Credit Facilities (as defined and described in more detail below) of $71.4 million.
Net cash is calculated below: ($000s) June 30, 2024 June 30, 2023 Cash and cash equivalents $ 62,720 $ 57,429 Debt Current $ 660 $ 413 Non-current 867 600 Total debt $ 1,527 $ 1,013 Net cash $ 61,193 $ 56,416 The increase in cash and cash equivalents as of June 30, 2024 is primarily due to lower capital expenditures and debt repayments, offset by an increase in share repurchases and lower operating cash flow, compared to the prior year. 55 Table of Contents The increase in net cash as of June 30, 2024 is primarily due to lower capital expenditures and debt repayments, partially offset by an increase in share repurchases and lower operating cash flow compared to the prior year.
Net cash is calculated below: ($000s) June 30, 2025 June 30, 2024 Cash and cash equivalents $ 15,350 $ 62,720 Debt Current $ 823 $ 660 Non-current 796 867 Total debt $ 1,619 $ 1,527 Net cash $ 13,731 $ 61,193 The decrease in cash and cash equivalents and net cash as of June 30, 2025 is primarily due to the Company’s increased share repurchases and capital expenditures, offset by higher operating cash flow cash from operating activities, compared to the prior year.
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.
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.
“Financial Statements and Supplementary Data.” The following table summarizes our contractual obligations as of June 30, 2024: Payments Due by Period Total Within 12 months 13 months and after Debt obligations $ 1,527 $ 660 $ 867 Operating lease obligations 65,492 12,051 53,441 Purchase obligations 15,593 8,698 6,895 Total $ 82,612 $ 21,409 $ 61,203 Purchase obligations Purchase obligations mainly relate to long term telecommunications contracts and enterprise cloud solutions for the continuing operation of our business.
“Financial Statements and Supplementary Data.” The following table summarizes our contractual obligations as of June 30, 2025: Payments Due by Period Total Within 12 months 13 months and after Finance lease obligations $ 1,619 $ 823 $ 796 Operating lease obligations 68,136 14,332 53,804 Purchase obligations 15,926 9,348 6,578 Total $ 85,681 $ 24,503 $ 61,178 Purchase obligations Purchase obligations mainly relate to long term telecommunications contracts and enterprise cloud solutions for the continuing operation of our business.
Adjusted EBITDA margin is a non-GAAP profitability measure that represents adjusted EBITDA divided by revenue. We use EBITDA, adjusted EBITDA, and a djusted EBITDA margin internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluate our underlying historical performance.
We use EBITDA, adjusted EBITDA, and a djusted EBITDA margin internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluate our underlying historical performance. We may use adjusted EBITDA as a vesting trigger in some performance-based restricted stock units.
These decreases were partially offset by increases in the Retail & E-commerce vertical of $7.8 million, or 6.4%, HealthTech vertical of $6.8 million, or 11.3%, and Travel, Transportation & Logistics vertical of $6.2 million, or 10.0% from the prior year.
These increases were partially offset by decreases in the FinTech vertical of $8.7 million, or 12.2% and Telecommunications vertical of $3.5 million, or 4.6%, compared to the prior year.
Because of these and other limitations, investors should consider EBITDA, adjusted EBITDA and a djusted EBITDA margin in conjunction with U.S. GAAP financial performance measures, including cash flows from operating activities, investing activities and financing activities, net income, net income margin, and other financial results.
Because of these and other limitations, investors should consider EBITDA, adjusted EBITDA and a djusted EBITDA margin in conjunction with U.S.
Increased Up-Front Costs Driven by Increased Demand Aside from short-term increases in demand for which we tend to delay increases in headcount, an increase in demand for customer interaction services typically results in an up-front increase in employee compensation expenses, due to the in-advance need to hire and train additional employees, predominantly delivery center agents, to service client campaigns.
We occasionally experience some volatility in our internal lead generation costs, either due to competitive keyword bidding by other digital marketing agencies, or due to bidding restrictions imposed by our clients. 47 Table of Contents Increased Up-Front Costs Driven by Increased Demand Aside from short-term increases in demand for which we tend to delay increases in headcount, an increase in demand for customer interaction services typically results in an up-front increase in employee compensation expenses, due to the need to hire and train additional employees in advance.
We expect that these factors will continue to impact our operations in the near term; however, we also believe that they present opportunities with both new and existing clients, as companies maintain a focus on cost reduction.
However, we also believe that they present opportunities with both new and existing clients, as companies maintain a focus on cost reduction and look for new solutions and delivery options.
Because we have heavily invested in capacity expansion and growth over the last few years, we are expecting approximately 40% 58 Table of Contents of fiscal year 2025 capital expenditures will be directed to additional growth in the business while 60% will be directed towards maintenance of existing assets.
Because we have heavily invested in capacity expansion and growth over the last few years, we are expecting approximately 50% of fiscal year 2026 capital expenditures will be directed to additional growth in the business while 50% will be directed towards maintenance of existing assets. 58 Table of Contents Our capital expenditure requirements could increase materially in the event of an acquisition or the launch of large new client contracts, which generally require increased capital expenditures for equipment and working capital to support hiring and training activities.
These increases were partially offset by decreases in share-based compensation. Depreciation and amortization expense (“D&A”) D&A expense was $19.5 million during the fiscal year ended June 30, 2024, an increase of $0.5 million or 2.5%, compared to the prior year.
Depreciation and amortization expense (“D&A”) D&A expense was $17.2 million during the fiscal year ended June 30, 2025, a decrease of $2.2 million or 11.5%, compared to the prior year. The decrease was primarily due to lower depreciation expense due to an increase in fully depreciated assets.
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, 2024 and 2023. On May 1, 2024, the Board authorized the Company’s current share repurchase program of $30 million in share repurchases during the next twelve months.
On May 1, 2025, the Board authorized the Company’s current share repurchase program, which commenced on May 12, 2025, of $15 million in share repurchases for the next twelve months. 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.
Reseller commissions and lead expenses were $12.0 million during the fiscal year ended June 30, 2024, an increase of $0.6 million, or 5.0%, compared to the prior year. These increases were primarily due to increases in the utilization of our third-party affiliates for inbound inquiries as well as search engine costs in connection with our digital sales and marketing efforts.
These increases were primarily due to increases in the utilization of our third-party affiliates for inbound inquiries as well as search engine costs in connection with increased revenue in our higher margin digital sales and marketing efforts.
The Company applies judgment in estimating the incremental borrowing rate including considering the term of the lease, the currency in which the lease is denominated, the impact of collateral, and our credit risk on the rate.
The Company applies judgment in estimating the incremental borrowing rate including considering the term of the lease, the currency in which the lease is denominated, the impact of collateral, and our credit risk on the rate. 59 Table of Contents Goodwill Impairment 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.
Operating Expenses Cost of services Cost of services was $356.5 million during the fiscal year ended June 30, 2024, a decrease of $18.5 million, or 4.9%, compared to the prior year.
Operating Expenses Cost of services Cost of services was $385.7 million during the fiscal year ended June 30, 2025, an increase of $29.2 million, or 8.2%, compared to the prior year.
Goodwill Impairment 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.
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.
During fiscal year 2024, capacity utilization increased from 77% in the prior year to 84% as we continue to utilize capacity in nearshore and offshore geographies and optimize our onshore capacity. Capacity utilization was over 100% in the United States as we continued to migrate towards a work at home model.
Capacity utilization was over 100% in the United States as we continued to migrate towards a work at home model.
Some of our customers have increased their focus on cost reduction, resulting in decisions to shift work from onshore sites to offshore sites, which has contributed to a modest decline in revenue during fiscal year 2024 compared to prior years.
Some of our customers have increased their focus on cost reduction, resulting in decisions to shift work from onshore sites to offshore sites, which may impact our revenues and operations in the near term.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+2 added−1 removed3 unchanged
Biggest changeA significant change in the value of the U.S. dollar against the currency of one or more countries where we operate may have a material adverse effect on our financial condition and results of operations. 61 Table of Contents The following table summarizes the relative strengthening / (weakening) of the U.S. dollar against the local currencies that are most relevant to our business: June 30, Currency 2024 2023 2022 Philippine Peso 6.2 % 0.5 % 13.5 % Jamaican Dollar 1.5 % 1.2 % 1.8 % Pakistani Rupee (2.7) % 39.6 % 30.0 % To mitigate foreign exchange fluctuations on the PHP we hedge a portion of our Philippine operating costs.
Biggest changeThe following table summarizes the relative strengthening / (weakening) of the U.S. dollar against the local currencies that are most relevant to our business: June 30, Currency 2025 2024 2023 Philippine Peso (4.3) % 6.2 % 0.5 % Jamaican Dollar 2.2 % 1.5 % 1.2 % Pakistani Rupee 1.9 % (2.7) % 39.6 % To mitigate foreign exchange fluctuations on the PHP we hedge a portion of our Philippine operating costs.
To mitigate against credit and default risk, we only enter into derivative contracts and other financial instruments with investment grade financial institutions and our derivative valuations reflect the creditworthiness of our counterparties. As of the date of this Form 10-K, we have not experienced, nor do we anticipate experiencing, any counterparty defaults. Refer to Note 7.
To mitigate against credit and default risk, we only enter into derivative contracts and other financial instruments with investment grade financial institutions and our derivative valuations reflect the creditworthiness of our counterparties. As of the date of this Form 10-K, we have not experienced, nor do we anticipate experiencing, any counterparty defaults.
Based upon our level of operations during the year ended June 30, 2024, a 10% appreciation/depreciation in the Jamaican Dollar against the U.S. dollar would have increased or decreased our expenses incurred and paid in Jamaican Dollar by approximately $5.5 million or $4.5 million, respectively, for the year ended June 30, 2024.
Based upon our level of operations during the year ended June 30, 2025, a 10% appreciation/depreciation in the Jamaican Dollar against the U.S. dollar would have increased or decreased our expenses incurred and paid in Jamaican Dollar by approximately $5.0 million or $4.1 million, respectively, for the year ended June 30, 2025.
There can be no assurance that we can take actions to mitigate such exposure in the future, and if taken, that such actions will be successful or that future changes in currency exchange rates will not have a material adverse impact on our future operating results.
There can be no assurance that we can take actions to mitigate such exposure in the 61 Table of Contents future, and if taken, that such actions will be successful or that future changes in currency exchange rates will not have a material adverse impact on our future operating results.
Based upon our level of operations during the year ended June 30, 2024, a 10% appreciation/depreciation in the Pakistani Rupee against the U.S. dollar would have increased or decreased our expenses incurred and paid in Pakistani Rupee by approximately $3.7 million or $3.1 million, respectively, for the year ended June 30, 2024.
Based upon our level of operations during the year ended June 30, 2025, a 10% appreciation/depreciation in the Pakistani Rupee against the U.S. dollar would have increased or decreased our expenses incurred and paid in Pakistani Rupee by approximately $4.4 million or $3.6 million, respectively, for the year ended June 30, 2025.
Based upon our level of operations during the year ended June 30, 2024, a 10% appreciation/depreciation in the PHP against the U.S. dollar would have increased or decreased our expenses incurred and paid in PHP by approximately $12.0 million or $9.8 million, respectively, for the year ended June 30, 2024.
Based upon our level of operations during the year ended June 30, 2025, a 10% appreciation/depreciation in the PHP against the U.S. dollar would have increased or decreased our expenses incurred and paid in PHP by approximately $14.1 million or $11.6 million, respectively, for the year ended June 30, 2025.
Accordingly, a hypothetical 10% increase or decrease in SOFR would not cause a material increase or decrease in our interest expense over the next 12 months. 62 Table of Contents
As of June 30, 2025, the Company did not have any outstanding balances on the HSBC Credit Facilities. Accordingly, a hypothetical 10% increase or decrease in SOFR would not cause a material increase or decrease in our interest expense over the next 12 months. 62 Table of Contents
“Derivatives”, included in Item 8. “Financial Statements and Supplementary Data” for further information on our foreign currency hedging program. Interest rate risk The Company’s exposure to market risk for changes in interest rates relates primarily to the cash and bank balances and the PNC Credit Facility.
Refer to Note 7, “Derivatives” in the consolidated financial statements included in this Form 10-K for additional information on our foreign currency hedging program. Interest rate risk As of June 30, 2025, the Company’s exposure to interest rate risk related primarily to the HSBC Credit Facilities. Borrowings under the U.S.
Removed
Borrowings under the PNC Credit Facility bear interest at SOFR plus 1.75% and/or negative 0.5% of the PNC Commercial Lending Rate for domestic loans. The Company did not have any outstanding balances on the PNC Credit Facility at June 30, 2024.
Added
A significant change in the value of the U.S. dollar against the currency of one or more countries where we operate may have a material adverse effect on our financial condition and results of operations.
Added
Credit Facility bears interest at a per annum rate equal to term SOFR plus 2%, or equal to alternate base rate plus 1%. Borrowings under the UAE Loan Facility bears interest at a per annum rate equal to 3-month term SOFR plus 2%.