UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
____________________________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2026
____________________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (202 ) 580-6200
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement
Amendment 1 to U.S. Credit Agreement
On September 8, 2026 (the “Effective Date”), Ibex Global Solutions, Inc. (the “Company”), Ibex Limited, Ibex Global Limited, the other borrowers party thereto from time to time, the other guarantors party thereto from time to time, the lenders party thereto from time to time and HSBC Bank USA, National Association, as administrative agent, entered into Amendment No. 1 (the “Amendment”) to the Credit Agreement, dated as of October 29, 2024 (as amended, modified, supplemented or restated from time to time, the “U.S. Credit Agreement”). The Amendment provides for, among other things, an extension of the maturity date applicable to the Credit Agreement to the earlier of October 22, 2029 and the termination or maturity of the obligations under the Amended UAE Credit Agreement (as defined below). In addition: (i) a closing fee at 0.20% of the $25 million secured revolving credit facility (the “U.S. Facility”) is payable at the time of accepting the Amendment; and (ii) a commitment fee at 0.30% per annum will be payable by the Company on the non-utilized portion of the U.S. Facility.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by the terms of the Amendment, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
Amendment to UAE Credit Agreement
On the Effective Date, Ibex Global FZ-LLC (the “UAE Company”) entered into (i) an amended facility offer letter (the “Amended FOL”); (ii) general terms and conditions applicable to corporate banking credit facilities; (iii) a letter of deviation; and (iv) a security agreement (the “Security Agreement” and collectively, the “Amended UAE Credit Agreement”), in each case, with HSBC Bank Middle East Limited (the “Bank”). The Amended FOL (i) extends the maturity date to October 22, 2029; (ii) provides for an additional $1 million performance bond facility; and (iii) maintains the existing committed $50 million post shipment seller revolving loan credit facility (the “UAE PSL Facility”), and $50,000 credit card facility (collectively the “UAE Facilities”). In addition: (i) a renewal fee at 0.20% of the UAE Facilities is payable at the time of accepting the Amended FOL; and (ii) a commitment fee at 0.30% of the unutilized portion of the UAE PSL Facility shall be payable to the Bank by the UAE Company on a quarterly basis.
Pursuant to the Security Agreement, The UAE Company granted to the Bank a security interest under the UAE Movable Assets Security Law over all of its rights, title and interest in Company’s account receivables, including all payments due to the UAE Company arising from such accounts receivable, of up to a maximum of $58,905,000.
The foregoing summary of the Amended UAE Credit Agreement does not purport to be complete and is qualified in its entirety by the terms of the Amended UAE Credit Agreement, which is filed hereby as Exhibits 10.2A through 10.2D and incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On September 10, 2026, IBEX Limited issued a press release announcing its financial results for its fourth quarter and fiscal year ended June 30, 2026, a copy of which is attached hereto as Exhibit 99.1.
The information in this Item 2.02, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this report is hereby incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. | Description | Status | ||||||
| Amendment No. 1 to Credit Agreement, dated September 8, 2026, by and among Ibex Global Solutions Inc., Ibex Limited, Ibex Global Limited, the other borrowers party thereto from time to time, the other guarantors party thereto from time to time, the lenders party thereto from time to time and HSBC Bank USA, National Association, as administrative agent | Filed herewith | |||||||
| Amended Facility Offer Letter, dated as of August 13, 2026, by and between HSBC Bank Middle East Limited and Ibex Global FZ-LLC | Filed herewith | |||||||
| HSBC Bank Middle East Limited General Terms and Conditions Applicable to Corporate Banking Credit Facilities | Filed herewith | |||||||
| Letter of Deviation, dated as of August 13, 2026, by and between HSBC Bank Middle East Limited and Ibex Global FZ-LLC | Filed herewith | |||||||
| Security Agreement dated September 8, 2026 by and between HSBC Bank Middle East Limited and Ibex Global FZ-LLC | Filed herewith | |||||||
| Press release announcing financial results for fourth quarter and fiscal year ended June 30, 2026, dated September 10., 2026 | Furnished herewith | |||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IBEX LIMITED | ||||||||
| (Registrant) | ||||||||
Date: September 10, 2026 | /s/ Taylor Greenwald | |||||||
| (Signature) | ||||||||
| Name: | Taylor Greenwald | |||||||
| Title: | Chief Financial Officer | |||||||
EXHIBIT 10.1
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of September 8, 2026, by and among IBEX GLOBAL SOLUTIONS, INC., a corporation organized under the laws of the State of Delaware (“Ibex Solutions”), as Borrower Representative, each other Person party hereto as a Borrower (collectively with Ibex Solutions, the “Borrowers” and each, a “Borrower”), IBEX LIMITED, an exempted company incorporated under the laws of Bermuda (“Holdings”), IBEX GLOBAL LIMITED, an exempted company incorporated under the laws of Bermuda (“Intermediate Holdings”), the other Guarantors party hereto, the Lenders party hereto and HSBC Bank USA, National Association (“HSBC”), as Administrative Agent for the Lenders (HSBC, in such capacity, “Agent”).
BACKGROUND
Borrowers, Guarantors, Agent and Lenders are parties to a Credit Agreement dated as of October 29, 2024 (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”), pursuant to which Agent and Lenders provide Borrowers with certain financial accommodations.
Borrowers have requested that Agent and Lenders make certain amendments to the Credit Agreement (as set forth herein), and Agent and Lenders are willing to do so on the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrowers by Agent and Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.Definitions. All capitalized terms not otherwise defined herein shall have the meanings given to them in the Credit Agreement.
2.Amendment to Credit Agreement. Subject to satisfaction of the conditions precedent set forth in Section 3 below, the Credit Agreement is hereby amended as follows:
(a)Section 1.1 of the Credit Agreement is hereby amended by amending and restating the following defined terms in their entirety as follows:
“Applicable Commitment Fee Rate” means 0.30% per annum.
“Material Indebtedness” means (a) Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of any one or more of the Loan Parties and their Subsidiaries in an aggregate principal amount exceeding $1,500,000 and (b) all HSBC ME Obligations. For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of the Loan Parties or their Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (after giving effect to legally enforceable netting obligations) that any Loan Party or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.
“Maturity Date” means the earlier to occur of the following: (a) October 22, 2029 and (b) the termination or maturity of any HSBC ME Obligations.
“Prime Rate” means the rate of interest per annum equal to the “prime rate” provided by such financial market data information provider as may be selected by Administrative Agent from time to time; provided that if such rate of interest cannot be reasonably sourced from a third party financial market data provider then the “Prime Rate” shall mean the rate of interest per annum announced by Administrative Agent as its prime rate in effect at its principal office. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Any change in the Prime Rate shall take effect at the opening of business on the effective date of such change. Notwithstanding any terms in this Agreement to the contrary, if at any time such rate of interest is less than zero percent (0.0%) per annum, such rate shall be deemed to be zero percent (0.0%) per annum for purposes of this Agreement.
“Secured Obligations” means, collectively, (i) the Obligations, (ii) all Bank Product Obligations and (iii) all HSBC ME Obligations, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Group Company or any Affiliate thereof of any proceeding under any Debtor Relief Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that, the “Secured Obligations” shall exclude any Excluded Swap Obligations.
“Specified Account Debtors” means DentaQuest, LLC, Peloton Interactive, Inc., Lowe’s Companies, Inc., Modivcare Solutions, LLC, CareFirst Management Company, LLC (successor-in-interest to CareFirst of Maryland, Inc. d/b/a CareFirst BlueCross BlueShield), Comcast Cable Communications Management, LLC and FedEx Corporation.
(b)Section 1.1 of the Credit Agreement is hereby further by inserting the following defined terms in their appropriate alphabetical order:
(c)“HSBC ME Loan Documents” means, collectively, (i) the HSBC ME RCF Loan Documents and (ii) all other credit agreements, documents,
2
offer letters, agreements, certificates and instruments entered into in connection with any credit facility provided by HSBC Bank Middle East Limited, as lender, to Ibex Global FZ-LLC, as borrower.
(d)“HSBC ME Obligations” means, collectively, (i) HSBC ME RCF Obligations and (ii) all other obligations of Ibex Global FZ-LLC under any HSBC ME Loan Documents in an aggregate amount not to exceed $75,000,000, and any guaranty of such obligations by Holdings.
(e)Section 5.1(a) of the Credit Agreement is hereby amended by amending and restating clause (i)(x) thereof in its entirety as follows:
(f)“(x) is of a “going concern” or similar nature (but, in each case, may contain a qualification, exception, explanatory paragraph or “going concern” statement that is due to (i) the impending maturity, within twelve (12) months, of the Obligations or any HSBC ME Obligations or (ii) a breach or impending breach of the Financial Covenants or any financial covenant under any HSBC ME Loan Documents),”
(g)Section 5.2(d) of the Credit Agreement is hereby amended by deleting the reference to “HSBC ME RCF Obligations” set forth therein and inserting “any HSBC ME Obligations” in lieu thereof.
(h)Section 7.2 of the Credit Agreement is hereby amended by amending and restating clause Sixth thereof in its entirety as follows:
(i)“Sixth, to the payment of (x) all other Secured Obligations of the Group Companies that are due and payable to the Administrative Agent and the other Secured Parties on such date (including Bank Product Obligations not otherwise covered under clause (ii) of the immediately preceding clause Fifth) and (y) any HSBC ME Obligations to the extent that such HSBC ME Obligations have become due prior to their scheduled maturity; provided, that this clause (ii) shall not apply if any such HSBC ME Obligations become due as a result of the voluntary sale or transfer of the property or assets securing such HSBC ME Obligations if such voluntary sale or transfer is permitted under the applicable HSBC ME Loan Documents and such HSBC ME Obligations are repaid when required under the applicable HSBC ME Loan Documents; in each case ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and”
(j)Exhibit G to the Credit Agreement (Form of Compliance Certificate) is hereby amended and restated in its entirety in the form attached hereto as Annex I.
3.Conditions of Effectiveness. This Amendment shall become effective upon satisfaction of the following conditions precedent:
3
(a)Agent shall have received a copy of this Amendment duly executed by Borrowers, Guarantors, Agent and Lenders (with original signature pages to be promptly provided to Agent upon request);
(b)Agent shall have received the results of bring-down lien searches against the Loan Parties in such jurisdictions as reasonably required by Agent;
(c)Agent shall have received a Secretary’s Certificate for each Loan Party, attaching (i) a recently dated good standing certificate issued by the Secretary of State or other appropriate official of such Loan Party jurisdiction of organization and (ii) authorizing resolutions, each in form and substance reasonably satisfactory to Agent;
(d)The Borrowers shall have paid Agent, for the ratable benefit of the Lenders, an amendment fee equal to 0.20% of the aggregate amount of the Lenders’ Revolving Commitments (i.e. $50,000); and
(e)such other certificates, instruments, documents and agreements as may be reasonably required by Agent, each of which shall be in form and substance reasonably satisfactory to Agent.
4.Representations and Warranties. Each Borrower and each Guarantor hereby represents and warrants as follows:
(a)Each Borrower and each Guarantor (i) is a Person duly incorporated, organized or formed, validly existing and in good standing (as relevant) under the Laws of the jurisdiction of its incorporation, organization or formation (to the extent such concept exists in such jurisdiction), (ii) has all requisite power and authority to (x) own or lease its assets, (y) carry on its business as currently conducted and (z) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (iii) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (iv) is in compliance with all applicable Laws, orders, writs and injunctions and (v) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted.
(b)This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of each Borrower and each Guarantor and are enforceable against each Borrower and each Guarantor in accordance with their respective terms.
(c)Upon the effectiveness of this Amendment, each Borrower and each Guarantor hereby reaffirms all covenants, representations and warranties made in the Credit Agreement and the other Loan Documents to the extent the same are not amended hereby and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.
(d)No Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment.
(e)No Borrower or Guarantor has any defense, counterclaim or offset with respect to the Credit Agreement.
5.Effect on the Credit Agreement and the Loan Documents.
4
(a)Upon the effectiveness of Section 2 hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement as amended hereby.
(b)Except as specifically amended herein, the Credit Agreement, and all other Loan Documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.
(c)The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or Lenders, nor constitute a waiver of any provision of the Credit Agreement, or any other Loan Documents, instruments or agreements executed and/or delivered under or in connection therewith.
6.Governing Law. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York.
7.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
8.Counterparts; Facsimile. This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by facsimile or other electronic transmission shall be deemed to be an original signature hereto. The words “execution,” “signed,” “signature,” and words of like import herein shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
9.Severability. In case of one or more of the provisions contained in this Amendment shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
[Remainder of page left intentionally blank. Signature page follows.]
5
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above.
HSBC BANK USA, NATIONAL ASSOCIATION, as Agent
By: /s/ Vips Patel
Name: Vips Patel
Title: Vice President, Senior Global Relationship Manager
HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
By: /s/ Vips Patel
Name: Vips Patel
Title: Vice President, Senior Global Relationship Manager
[Signature Page to Amendment No. 1]
IBEX GLOBAL SOLUTIONS, INC., as Borrower Representative and a Borrower
By: /s/ Taylor Greenwald
Name: Taylor Greenwald
Title: Chief Financial Officer
DIGITAL GLOBE SERVICES, LLC, as a Borrower
By: /s/ Taylor Greenwald
Name: Taylor Greenwald
Title: Chief Financial Officer
7 DEGREES, LLC, as a Guarantor
By: /s/ Christy O'Connor
Name: Christy O’Connor
Title: Secretary
TELSATONLINE, LLC, as a Guarantor
By: /s/ Taylor Greenwald
Name: Taylor Greenwald
Title: Chief Financial Officer
[Signature Page to Amendment No. 1]
ISKY, LLC, as a Guarantor
By: /s/ Taylor Greenwald
Name: Taylor Greenwald
Title: Chief Financial Officer
[Signature Page to Amendment No. 1]
IBEX LIMITED, as Holdings and a Guarantor
By: /s/ Christy O'Connor
Name: Christy O’Connor
Title: Chief Legal Officer & Asst. Secretary
IBEX GLOBAL LIMITED, as Intermediate Holdings and a Guarantor
By: /s/ Christy O'Connor
Name: Christy O’Connor
Title: Asst. Secretary
[Signature Page to Amendment No. 1]
Annex I
Amended and Restated Exhibit G (Form of Compliance Certificate)
[See attached]
EXHIBIT G
FORM OF COMPLIANCE CERTIFICATE[1]
[Date]
Reference is made to that certain Credit Agreement, dated as October 29, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IBEX GLOBAL SOLUTIONS, INC., Delaware corporation (“Borrower Representative”), IBEX LIMITED, an exempted company incorporated under the laws of Bermuda (“Holdings”), IBEX GLOBAL LIMITED, an exempted company incorporated under the laws of Bermuda (“Intermediate Holdings”), each Person party thereto as a Borrower from time to time (collectively with Borrower Representative, the “Borrowers” and each, a “Borrower”), the other Guarantors party thereto from time to time, HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and Swingline Lender and each Lender from time to time party thereto. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement. Pursuant to Section 5.1(c) of the Credit Agreement, the undersigned, solely in his/her capacity as a Financial Officer of Holdings certifies as follows:
1.[Attached hereto as Exhibit A are (i) the audited consolidated balance sheet and related statements of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries as of the end of fiscal year of Holdings ended [_____], 20[__], setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent (without any qualification or exception which (x) is of a “going concern” or similar nature (but, in each case, may contain a qualification, exception, explanatory paragraph or “going concern” statement that is due to (i) the impending maturity, within 12 months, of the Obligations or the HSBC ME RCF Obligations or (ii) a breach or impending breach of the Financial Covenants or any financial covenant under the HSBC ME RCF Loan Documents), or (y) relates to the limited scope of examination of matters relevant to such financial statement, and (ii) management prepared consolidating balance sheet and related statements of operations, shareholders’ equity and cash flows of the Loan Parties as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year.][2]
2.[Attached hereto as Exhibit A/B are (i) the consolidated balance sheet and related statements of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries, (ii) the consolidating balance sheet and related statements of operations, shareholders’ equity and cash flows of Loan Parties, and (iii) the consolidating balance sheet and related statements of operations, shareholders’ equity and cash flows of Loan Parties as of the end of and for the fiscal quarter of Holdings ended [_____], 20[__] and the then-elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, which are certified hereby as presenting fairly in all material respects the financial condition and results of operations of Holdings and its Subsidiaries on a consolidated basis and the Loan Parties on a consolidating basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes, together with a customary management’s discussion and analysis of financial information.][3]
3.[Attached hereto as Exhibit B are forecasts prepared by management of Holdings, in form satisfactory to the Administrative Agent and the Required Lenders, of consolidated balance sheets and statements of income or operations and cash flows of (i) Holdings and its Subsidiaries and (ii) the Loan Parties on a consolidating basis, in each case, on a monthly basis for the immediately following fiscal year and any projected changes in financial position of Holdings and its Subsidiaries or Loan Parties, as applicable, and a description of the underlying assumptions applicable thereto, and as soon as available, significant revisions, if any, of such forecast with respect to such fiscal year, as required to be delivered pursuant to Section 5.1(d) of the Credit Agreement.][4]
4.[Except as otherwise disclosed to the Administrative Agent pursuant to the Credit Agreement, no Default has occurred and is continuing.] [Annex A attached hereto specifies the details of the Default that has occurred and is continuing and any action taken or proposed to be taken with respect thereto.]
5.[No change in GAAP or in the application thereof has occurred since June 30, 2024][Annex B attached hereto sets forth any change in GAAP or in the application thereof which has occurred since June 30, 2024 and specifies the effect of such change on the financial statements attached as Exhibit A hereto, together with customary management’s discussion and analysis of financial information.]
6.Attached hereto as Schedule 1 is a calculation of the Fixed Charge Coverage Ratio as of the last day of the most recently completed fiscal quarter for the four consecutive fiscal quarters then ended, which calculation is true and accurate on and as of the date of this Certificate and demonstrates that Group Companies [are][are not] in compliance with the required Fixed Charge Coverage Ratio as of such fiscal quarter-end.
7.Attached hereto as Schedule 2 is a calculation of the Total Net Leverage Ratio, which calculation is true and accurate on and as of the date of this Certificate and demonstrates that the Group Companies [are][are not] in compliance with the required Total Net Leverage Ratio.
8.[Attached hereto as Schedule [2/3] is an updated Schedule [3.13,] [3.24] [and] [5.9(c)] to the Credit Agreement] [There has been no change to Schedule[s] [3.13,] [3.24] [and] [5.9(c)] to the Credit Agreement since [the Closing Date] [the date of the most recently delivered Compliance Certificate delivered in connection with the most recent annual financial statements delivered pursuant to Section 5.1(a) of the Credit Agreement].[5]
[1] The schedules attached to this Exhibit G shall be updated as necessary to reflect any amendment, restatement, extension, supplement or other modification to the Credit Agreement. Notwithstanding the foregoing, in the event of any discrepancy between any schedule attached to this Exhibit G and the corresponding terms of the Credit Agreement, the corresponding terms of the Credit Agreement shall replace such schedule mutatis mutandis.
[2] Only to be included if accompanying annual financial statements.
[3] Only to be included if accompanying quarterly financial statements.
[4] Only to be included if accompanying annual financial statements.
[5] Only to be included if accompanying annual financial statements.
HSBC EXHIBIT 10.2A
FROM
HSBC Bank Middle East Limited, having its principal office at HSBC Tower, Downtown Dubai, PO Box 66, Dubai, United Arab Emirates (hereinafter referred to as the “we” or the “Bank” which expression, where the context so requires, shall include is successors, administrators and assigns).
TO
Ibex Global FZ-LLC, having its principal office at Office 206 Building 8, Dubai Outsource City, Dubai, UAE (hereinafter referred to as “you” or the “Customer” which expression, where the contract so requires, shall include its successors, administrators and assigns).
Our Ref: CMB ISB 260143 13 August 2026
Dear Sir/Madam,
RENEWAL WITH AMENDMENT OF BANKING FACILITIES – Account Number: 023-778103
Following the Review, we are pleased to renew your facilities (the "Facilities") as set out in the chart "The Facilities" attached hereto as Schedule 1 (The Facilities). This facility offer letter (the "Facility Offer Letter") sets out the agreed amendments to facility offer letter ref: CMB ISB 266301 dated 16 March 2026 (the "Existing FOL"). All other terms of the Existing FOL will remain in full force and effect.
This Facility Offer Letter along with Existing FOL is subject to the terms and conditions set out in the attached booklet entitled "General Terms and Conditions Applicable to Corporate Banking Facilities" the "Original Terms and Conditions") as amended by a letter of deviation dated [on or about the date hereof] and entered into between the Bank and the Customer (the "Letter of Deviation"). Any reference to the "Terms and Conditions" in this Facility Offer Letter shall be deemed to be a reference to the Original Terms and Conditions as amended by the Letter of Deviation.
This Facility Offer Letter and any request made by the Customer for a Trade Service (as defined in the Standard Trade Terms) shall incorporate the Standard Trade Terms as thought they were set out in full. The Customer confirms that it has read and understood the Standard Trade Terms and agrees that this Facility Offer Letter and any request made for a Trade Service incorporates the Standard Trade Terms and that the Standard Trade Terms apply to such requested Trade Service.
Customer: /s/ NE /s/ SA | Bank: /s/ VA | ||||
HSBC Bank Middle East Limited
HSBC Tower,
Downtown Dubai, PO Box 66, UAE
Tel: +971 442 35168
Website: www.hsbc.ae
Incorporated in the Dubai International Finance Centre Regulated by
the Central Bank of the U.A.E. and lead regulated by the Dubai
Financial Services Authority.
Our Ref: CMB ISB 258846
Letter Date: 13 August 2026
By confirming you acceptance to this letter, a formal and binding agreement will be constituted between us.
In the event of a conflict between the terms of this Facility Offer Letter and the Existing FOL, or any previously signed facility offer letter, the terms of this Facility Offer Letter shall prevail. Unless otherwise defined in this Facility Offer Letter, capitalized terms shall have the meaning ascribed to them in the Terms and Conditions (as defined in the Existing FOL).
For the avoidance of doubt:
(A)any reduction to and/or cancellation of the Credit Limit of one or more Facilities contained in this Facility Offer Letter shall become effective immediately on the date indicated at the beginning of this Facility Offer Letter regardless of the counter signature of the Customer; and
(B)nothing in this Facility Offer will affect the right of the Bank to carry out any of the following with respect to uncommitted Facilities (i) undertake a Review of the Facilities; (ii) reduce, cancel, withdraw (or determine whether or not to permit a Drawdown in relation to) any Facilities; (iii) request the repayment on demand of the Facilities including the right to call for cash cover on demand for Contingent Facilities, in each case pursuant to the terms of the Facility Documents.
The total principal amount of the Facilities which may be outstanding at any time is USD51,050,000/-(US Dollar Fifty-One Million Fifty Thousand only).
The Facilities under the Existing FOL shall be amended as set out in Schedule 1 (The Facilities) hereto.
Fees
Renewal Fee: A renewal fee of 0.20% of the total facilities shall be payable to the Bank by the Customer upon acceptance of this Facility Offer Letter.
Commitment Fee: A commitment fee of 0.30% of the unutilised portion of the committed Post Shipment Seller Loans Facility shall be payable to the Bank by the Customer on a quarterly basis.
Further Fees and Charges- The Customer will pay the fees, commission, charges and costs as set out in the Tariff and Charges (available on the Website) unless otherwise agreed with the Bank and detailed in section "Non-standard Pricing" of Schedule 1 (The Facilities) to the Facility Offer Letter. The Tariff and Charges is subject to variation at the Bank's sole discretion from time to time.
PLEASE SIGN EACH PAGE | |||||
Customer: /s/ NE /s/ SA | Bank: /s/ VA | ||||
Our Ref: CMB ISB 258846
Letter Date: 13 August 2026
Security/Collateral
In addition to any Security and/or guarantee and/or collateral previously provided to the Bank, the Customer must provide the following Security and/or guarantee and/or collateral together with the countersigned original of this Facility Offer Letter, otherwise in accordance with the timeline indicated hereunder:
Item | Details | ||||
1 | USD53,550,000/-Corporate guarantee from IBEX Limited, Bermuda in favour of the Bank together with the Global Relationship Manager certificate. Upon receipt of the corporate guarantee, the Existing CGR (as defined below will be released). | ||||
2 | UAE Law security agreement over all Customer's receivables in favour of the Bank duly registered with the competent registry. | ||||
The following Security will remain in full force and effect:
Item | Details | ||||
1 | USD52,550,000/- Corporate guarantee from IBEX Limited, Bermuda (the "Existing CGT") | ||||
2 | AED940,000/-cash margin will be released upon receipt of the USD53,550,000/-Corporate Guarantee mentioned above. | ||||
Further Conditions
The following conditions shall apply to the Facilities:
Item | Details | ||||
1 | The Trade Finance Facilities are subject to the Standard Trade Terms. The Reference Rate (other than an Overnight Rate) applicable to Trade Finance Facilities shall be calculated in accordance with clause 6.1(a) of the Terms and Conditions. For the purpose of this Facility Offer Letter, “Trade Finance Facility” means a Guarantee Line Facility, an Import Line Facility, an Import Cash Line Facility and an Export Cash Line Facility. Unless otherwise indicated in Schedule 1 (The Facilities) to this Facility Offer Letter, the Customer shall pay to the Bank (where applicable) a commission in the amount set out in the Tariff of Charges from time to time applicable. | ||||
2 | The Commercial Card Facility shall be subject to the Commercial Card Terms and Conditions. The Customers agrees, that unless otherwise agreed, a person who according the the Bank's record is authorized to sign on behalf of the Customers, can also sign any Commercial Card Application Form and request cards to be issued within the approved Commercial Card Facility Credit Limit. | ||||
3 | The Customer shall immediately notify in writing the Bank in case there is a change in its ownership from the one existing as as the date of the Facility Offer Letter | ||||
4 | The Customer shall ensure that 100% of its credit turn over (CTO) shall be routed through its account with the Bank. | ||||
5 | If, at any time the Receivables Coverage Ratio is not met, the Bank, without prejudice to any other right available to it pursuant to the Facility Documents, the DACA and any other document referred to thereunder, shall be entitled to send to HBUS a Disposition Notice (as defined in the DACA) direction HBUS to transfer on the Customer's account with the Bank an amount sufficient to restore the Receivables Coverage Ratio. | ||||
PLEASE SIGN EACH PAGE | |||||
Customer: /s/ NE /s/ SA | Bank: /s/ VA | ||||
Our Ref: CMB ISB 258846
Letter Date: 13 August 2026
Save as stated otherwise, the terms of this Facility Offer Letter shall continue to apply unless, further to a Review, the Bank sends to the Customer a new, revised, or supplemental Facility Offer Letter in accordance with Clause 10.2 of the Terms and Conditions, or a notice of cancellation in accordance with Clause 2.3 of the Terms and Conditions.
To accept the above offer, please arrange to sign and return a copy of this letter along with the stipulated Security Agreements on or before 11 October 2026 after which time this offer, if not accepted, will be deemed to have lapsed. The Bank reserves the right to withdraw this Facility Offer Letter at any time before it is accepted by you.
Yours faithfully
For and on behalf of
HSBC Bank Middle East Limited
s/s Vikas Agarwalla /s/ Mauli Nanavati
Vikas Agarwalla Mauli Nanavati
Authorised Signatory Authorised Signatory
Enclosed:
1.General Terms and Conditions Applicable to Corporate Banking Credit Facilities
2.Term SOFR Schedule
3.Security Agreement
4.Letter of Deviation
PLEASE SIGN EACH PAGE | |||||
Customer: /s/ NE /s/ SA | Bank: /s/ VA | ||||
Our Ref: CMB ISB 258846
Letter Date: 13 August 2026
Dear Sirs,
I/We AGREE AND ACCEPT the offer contained in this letter. I/We also acknowledge that I/We have received, fully read and understood the Existing FOL and the “General Terms and Conditions Applicable to Corporate Banking Credit Facilities” (the "Terms and Conditions") as amended by a letter of deviation (the "Letter of Deviation") dated [on or about the date hereof] and expressly agree to be bound by them.
For and on behalf of
Ibex Global FZ-LLC
/s/ Nadeem Elahi /s/ Syed Mohammad Adnan
(Signature of person who has the authority to Borrow)
Name: Nadeem Elahi Syed Mohmmad Adnan
Title: Authorized Signatory Authorized Signatory
Date: September 8, 2026 September 8, 2026
Note: This is an important legal document. HSBC Bank Middle East Limited strongly recommends that you seek the advice of your solicitor or other legal adviser prior to signing this document.
PLEASE SIGN EACH PAGE | |||||
Customer: /s/ NE /s/ SA | Bank: /s/ VA | ||||
SCHEDULE 1 (The Facilities)
Ref. | Amount | Account(s) No./Product | Non-Standard Pricing | Tenor/Expiry Date/Interest Period/ Interest Payment Date/Other Terms | ||||||||||
1.0 | Guarantee Line AED3,672,000/-(Credit Limit) | Purpose: For issuance of guarantees | ||||||||||||
AED3,672,000/- (Sub Limit) | PEB (AMENDED) | Maximum Tenor: 12 months | ||||||||||||
AED3,672,000/-(Sub-Limit) | AMENDED (NEW) | Maximum Tenor: 4 months | ||||||||||||
AED3,672,000/-(Sub-Limit) | PEB, TEB (AMENDED) | Tenor: Open ended | ||||||||||||
2.0 | Commercial Cards | ||||||||||||||||
Credit Limit | Other Terms | ||||||||||||||||
USD50,000/- | |||||||||||||||||
3.0 | Revolving Loan for Post Shipment Seller Loans (committed) (AMENDED) | Purpose: To discount invoices | |||||||||||||||
Commitment: USD50,000,000/- | Reference Rate: 3M Term SOFR | Availability Period: Subject to the conditions precedent being met, from the signing date of the Revolving Loan Agreement until the date falling 3 months prior to the Final Repayment Date | Repayment: Each Loan shall be repaid at the end of its Interest Period | Final Repayment Date: Sixty (60) months from the date of the Revolving Loan Agreement | |||||||||||||
This table shall be read in conjunction with the Revolving Loan Agreement ref: CMB ISB 241159 dated 22 October 2024. | |||||||||||||||||
The amendments noted above shall apply to all Loans outstanding under the Revolving Loan Facility. | |||||||||||||||||
PLEASE SIGN EACH PAGE | |||||
Customer: /s/ NE /s/ SA | Bank: /s/ AN | ||||
Our Ref: CMB ISB 258846
Letter Date: 13 August 2026
GLOSSARY: | ||
Overdraft Facility | ||
UOR: Unauthorized Overdraft Rule | ||
Guarantee Line | ||
APG: Advance Payment Guarantee; CGB: Credit Facility Guarantee; FNG: Financial Guarantee; PEB: Performance Bond Guarantee; TEB: Tender Bond Guarantee; REB: Retention Bond Guarantee; CGA: Custom Tax Guarantee | ||
Import Line | ||
DC: Documentary Credit; SDC: Financial Standby Letter of Credit; BR: Bill Receivable; SDG: Trade related Standby Letter of Credit; SDN: Performance Standby Letter of Credit | ||
Import Cash Line Facility | ||
AVL: Availisation; BR: Bill Receivable; LDC: Clean (Local) Documentary Credit: CIL: Post Shipment Buyer Loan; DTL: Post Shipment Buyer Loan (Domestic) DPB: Deferred Payment Bill; DPC: Deferred Payment Credit; DC: Documentary Credit; PNP: Pre Shipment Buyer Loan; SGT: Shipping Guarantee; SDN: Performance Standby Letter of Credit; SDG: Trade related Standby Letter of Credit; AWR: Shipping Guarantee/Airway Bill Release Order; SDC: Financial Standby Letter of Credit | ||
Export Line Facility | ||
BAP: Bills Purchased Documents against Acceptance Non DC; BPP: Bills Purchased on Delivery against Payment Non DC; BAC: Bills Purchased on Documents against Acceptance DC; BPC: Bills Purchased Under other Bank DC’s; BCA: Documents Against Acceptance; IBC: Documents Against Payment; LAE: Loan Against Exports; PC: Packing Credit | ||
PLEASE SIGN EACH PAGE | |||||
Customer: /s/ NE /s/ SA | Bank: /s/ VA | ||||
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
EXHIBIT 10.2B
IBEX Global FZ-LLC Office 206, Building 8, Dubai Outsource City Dubai, UAE
13 August 2026
Dear Sir
BANKING FACILITY – CUSTOMER NO: 023-778103
1.We refer to General Terms and Conditions Applicable to Corporate Banking Credit Facilities effective as of 1 November 2025 (the “Terms and Conditions”) and the Facility Offer Letter ref: CMB ISB 260143 dated 13 August 2026 (the “FOL”)
2.Unless otherwise defined, capitalized terms will have the meaning ascribed to them in the Terms and Conditions of the FOL (as applicable).
3.It is agreed that the following clauses of the Terms and Conditions will be amended as follows:
(i)The following new definitions shall be incorporated into Clause 1 (Definitions and Interpretation):
Amended Terms and Conditions means the Original Terms and Conditions as amended pursuant to the Letter of Deviations.
Code means the US Internal Revenue Code of 1986.
Facility means the banking facilities specified as such in the Facility Offer Letter.
Facility Documents means the Facility Offer Letter (including the Schedules thereto), any Security Agreement, the Amended Terms and Conditions, and the related documents referred to therein and any other documents designated as such by the Bank with the consent of the Customer.
Facility Offer Letter means the facility offer letter entered into between the Bank and the Customer containing, among other things, the details of each Facility as amended, restated, varied or supplemented from time to time.
FATCA Deduction means a deduction or withholding from a payment under a Facility Document required by FATCA.
FATCA means:
(a)sections 1471 to 1474 of the Code or any associated regulations;
(b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
(c)any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
GAAP means the generally accepted accounting principles in the United States or such other places which the Customer or a Group Company applies as in effect as of the date of determination thereof.
Group means Ibex Limited, Bermuda and its Subsidiaries from time to time.
Group Company means, individually, each of (i) the Customer; (ii) Ibex Global Solutions, INC, a corporation organized under the laws of the State of Delaware, (iii) Digital Globe Services LLC; (iv) ISKY, LLC, (v) 7 Degrees LLC,
(vi) Telsatonline LLC and (vii) each Holding Company and "Group Companies" mean, collectively, all of them.
Holding Company means, individually, each of (i) Ibex Limited, an exempted company incorporated under the laws of Bermuda, and (ii) Ibex Global Limited, an exempted company incorporated under the laws of Bermuda and "Holdings Companies" mean both of them.
Letter of Deviations means the letter setting out the agreed amendments to the Original Terms and Conditions, as amended and restated from time to time.
Person means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
Subsidiary means, with respect to any Person, any other Person the accounts of which would be consolidated with those of such Person in such Person's consolidated financial statements if such financial statements were prepared in accordance with GAAP as well as any other Person (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, by such Person, or (b) that is, as of such date, otherwise Controlled, directly, or indirectly through one or more intermediaries, by such Person. For the purpose of the Facility Documents, "Control" means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
(a)cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of that Person
(b) appoint or remove all, or the majority, of the directors or other equivalent officers of that Person;
(c) give directions with respect to the operating and financial policies of the that Person with which the directors or other equivalent officers of that Person are obliged to comply.
(ii)Clause 4.1 (r) shall be deleted in its entirety and replaced with the following wording:
“None of the Group Companies nor any of their Subsidiaries, nor, to the knowledge of the IBEX Global FZ LLC, any of the Group Companies, any director, officer, employee, agent, or Affiliate, of the Group Companies or any of their Subsidiaries are (i) the subject of any sanctions administered or enforced by the U.S Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union. His Majesty's Treasury, the Hong Kong Monetary Authority, the Bermuda Monetary Authority, the Government of Bermuda or any other sanctions authority having jurisdiction over the parties to this Agreement (collectively, "Sanctions"), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions, including, currently, Cuba, the Crimea region of Ukraine, the so-called Donetsk People's Republic and Luhansk People's Republic regions of Ukraine, Iran, North Korea, and Syria other than to the extent that such representation and warranty would result in a violation of Council Regulation (EC) No 2271/96, as amended (or any implementing law or regulation in any member state of the European Union) or any similar applicable blocking or anti-boycott law or regulation in the United Kingdom).”
(iii)Clause 4.2 shall be deleted in its entirety and replaced with the following wording:
“The representations and warranties of set forth in the Facility Documents shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case any such representation or warranty shall be true and correct in all respects) on and as of the date of such Drawdown, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case any such representation or warranty shall be true and correct in respects) as of such earlier date.”
(iv)Clause 5.1 shall be deleted in its entirety and replaced with the following wording:
“The Customer shall not (and will procure that none of its subsidiary shall not), dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such subsidiary's equity interests to any Person, except:
(a)the disposition of obsolete or worn out property in the ordinary course of business;
(b)the sale of inventory in the ordinary course of business;
(c)the sale or issuance of any subsidiary's equity interests to another Group Company;
(d) any disposition of assets from a Group Company to another Group Company;
(e) sales of cash equivalent investments in the ordinary course of business and for fair market value;
(f) the disposition of other property (other than any collateral included in the borrowing base) not described under this Clause 5.1 for not less than fair market value as long as (i) no Event of Default (as defined in the Revolving Loan Agreement) has occurred and is then continuing or would result therefrom, (ii) at least 75% of the consideration therefor consists of cash and cash equivalent investments, and (iii) the aggregate fair market value of such property so disposed of does not exceed $350,000 in any fiscal year; and
(g) any disposition of assets by a Group Company so long as such disposition could not reasonably be determined to have an adverse impact on the business of the Group Companies.”
(v)Clause 6.5 shall be deleted in its entirety and replaced with the following wording:
“The Customer shall make all payments to be made by it without any set-off counterclaim, retention, deduction or withholding, unless such retention, deduction or withholding is required by law. If any retention, deduction or withholding is required by law (including on account of any Tax) (excluding any FATCA Deduction), the Customer must:
(a)increase the sum payable so that, after making the minimum retention deduction or withholding required the Bank will receive and be entitled to retain a net sum at least equal to the sum that the Bank would have received had that retention, deduction or withholding not been made;
(b)within 30 days of such payment, forward to the Bank the confirmation in writing from the relevant Tax Authority evidencing receipt by the relevant Tax Authority of that retention, deduction or withholding; and
(c)pay to the Bank, promptly upon demand, an amount equal to the loss, liability or cost which the Bank determines will be or has been (directly or indirectly) suffered for or on account of Tax by the Bank in respect of the Facility Documents.”
(vi)the right of set-off referred to in clause 8.1 can only be exercised by the Bank:
(i) in case of the Revolving Loan Facility, upon occurrence of an Event of Default (as defined under the Revolving Loan Agreement) or (ii) in case of any other Facility Advised in the Facility Offer Letter, upon occurrence of any breach of any obligations of the Customer of any Facility Documents in respect of such other Facility;
(vii)Clause 8.3 shall be added with the following wording:
“Any set-off pursuant to clause 8.1 above, shall be exercised:
(i)in respect of a committed Facility, upon an Event of Default has occurred;
(ii)in respect of uncommitted Facilities, upon the Bank requesting the repayment of the amounts outstanding in respect of such Facilities in accordance with clause 2.3 of the Terms and Conditions."
(viii)Clause 9.2 to be deleted in its entirety and replaced with the following wording:
“The Bank may request that the Customer places or maintains cash deposits with the Bank to cover any contingent or unmatured liability of the Customer to the Bank in connection with uncommitted Facilities."
(ix)any reference in Clause 10 (Review) or Clause 21.4 (Amendments and Termination) to "Facility" or "Facilities" shall be deemed to be a reference to "uncommitted Facility" or "uncommitted Facilities" as applicable;
(x)Clause 11.1 shall be supplemented with the following wording added to the very end of the clause:
"provided that the fees of any external advisors of the Bank shall be subject to pre-agreed cap or other fee arrangement approved by the Customer".
(xi)Clause 13 (Change in circumstances) shall be deleted in its entirety and replaced with the following wordings:
“(a) The Customer shall, within three Business Days of a demand by the Bank, pay the amount of any Increased Costs incurred by the Bank or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of the Facility Offer Letter.
(b)This clause does not apply to the extent any Increased Cost is:
(i)attributable to a Tax Deduction required by law to be made by the Customer;
(ii)attributable to a FATCA Deduction required to be made by a party to the Facility Documents.
"Increased Costs" means:
(i)a reduction in the rate of return from a Facility or on the Bank's (or its Affiliate's) overall capital;
(ii)an additional or increased cost; or
(iii)a reduction of any amount due and payable under any Facility Document,
which is incurred or suffered by the Bank any of its Affiliates to the extent that it is attributable to the Bank funding or performing its obligations under any Facility Document.
(xii)Clause 18.2 (Assignment) shall be deleted in its entirety and replaced with the following:
"18.2 The Bank may assign any of its rights or transfer any of its rights and obligations under the Facility Documents to:
(a)another commercial bank with a credit rating equal or better than the credit rating of the Bank; or
(b)its successor following a merger, consolidation or disposal of all or substantially all of its share capital or assets or the business to which the Facility Documents relate;
(c)any member of the HSBC Group with a credit rating equal or better than the credit rating of the Bank; or
(d)any other Person with the Customer's prior consent (which shall be deemed to
be granted if not expressly refused within 15 Business Days from the request of the Bank).”
(xiii)The confidentiality obligations contained in clause 25 (Confidentiality) shall be deleted in its entirety and replaced with the following:
"The Bank and the Customer agree to maintain the confidentiality of the Information (as defined hereinafter), except that Information may be disclosed:
(a) to its branches and Affiliates and to its related parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its related parties (including any self-regulatory authority, such as the National Association of Commissioners), (c) to the extent required by applicable Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedy hereunder or under any other Facility Document or any action or proceeding relating to this Agreement or any other Facility Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this section, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its related parties) to any swap, derivative, insurance (including credit insurance) or other transaction under which payments are to be made by reference to the Customer and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (ii) any rating agency in connection with rating the Group Companies or their Subsidiaries or the Facility, or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuances and monitoring of CUSIP numbers with respect to the Facility, (h) with the consent of the disclosing party, or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this section, (y) becomes available to the receiving party or any of its branches or Affiliates on a nonconfidential basis from a source other than the disclosing part). or (z) is independently discovered or developed by the receiving party hereto without utilizing any Information received from the disclosing party or violating the terms of this section. In addition, the Bank may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry (including league table providers) and service providers to the Bank in connection with the administration of this Agreement, the other Facility Documents, and the Facilities.
For purposes of this section, "Information" means all information received from the disclosing party, other than any such information that is available to the other party on a nonconfidential basis prior to disclosure by the disclosing party; provided that, in the case of information received by the receiving party after the date hereof such information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality
of Information as provided in this section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
4.In the event of any inconsistency between the Terms and Conditions and this letter, this letter shall prevail.
5.Clause 26 (Governing Law and Jurisdiction) of the Terms and Conditions shall apply to this letter as if set out in full in this letter save that references to “these Terms and Conditions” shall be deemed as references to this letter.
6.This letter may be executed in a number of counterparts, each of which shall be an original and such counterparts taken together shall be deemed to constitute one and the same instrument.
7.Please acknowledge your confirmation and acceptance of these terms by signing below and returning the letter.
Yours faithfully
For and on behalf of
HSBC Bank Middle East Limited
/s/ Mauli Nanavati
Name: Mauli Nanavati
Title: ASSOCIATE DIRECTOR
Date: 13th Aug 2026
We acknowledge and confirm acceptance of the above terms.
For and on behalf of IBEX Global FZ-LLC
/s/ Nadeem Arshad Elahi /s/ Syed Mohammad Adnan
Name: Nadeem Arshad Elahi Name: Syed Mohammad Adnan
Title: Authorized Signatory Title: Authorized Signatory
Date: September 8, 2026 Date: September 8, 2026
EXHIBIT 10.2D
EXECUTION
for and on behalf of the Bank
Signed by: /s/ Mauli Nanavati
Name: Mauli Nanavati
Title: Authorized Signatory
for and on behalf of the Obligor
Signed by: /s/ Nadeem Arshad Elahi
Name: Nadeem Arshad Elahi
Title: Authorized Signatory
Signed by: /s/ Syed Mohammad Adnan
Name: Syed Mohammad Adnan
Title: Authorized Signatory
Exhibit 99.1
IBEX Reports Record Fiscal Year 2026 Financial Results, Introduces Fiscal Year 2027 Guidance
•Record fourth quarter revenue grew 12% versus prior year quarter, sixth consecutive quarter of double-digit growth
•Nine new logo wins in the fourth quarter, including two strategic AI Agent wins
•Strong operating cash flow of $24.8 million and free cash flow of $21.7 million in the fourth quarter
•Record full-year revenue, net income, adjusted net income, adjusted EBITDA, EPS, adjusted EPS, operating cash flow, and free cash flow
•Full-year revenue grew over 15% versus prior year; full-year diluted EPS grew 33% to $3.13, full-year adjusted EPS grew 28% to $3.52
•Introduces fiscal year and first quarter 2027 guidance, forecasting continued strong revenue and adjusted EBITDA growth
WASHINGTON, DC— September 10, 2026 —IBEX Limited (“ibex”) (Nasdaq: IBEX), a global leader in outsourced business services and AI-powered customer experience solutions, today announced financial results for its fourth quarter and fiscal year ended June 30, 2026.
| Three months ended June 30, | Twelve months ended June 30, | ||||||||||||||||||||||||||||||||||
| ($ millions, except per share amounts) | 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||||||||||||
Revenue (2) | $ | 164.3 | $ | 147.1 | 11.6 | % | $ | 644.1 | $ | 558.3 | 15.4 | % | |||||||||||||||||||||||
Net income (2) | $ | 8.7 | $ | 9.6 | (8.8) | % | $ | 46.3 | $ | 36.9 | 25.7 | % | |||||||||||||||||||||||
Net income margin (2) | 5.3 | % | 6.5 | % | (120) | bps | 7.2 | % | 6.6 | % | 60 | bps | |||||||||||||||||||||||
Adjusted net income (1) | $ | 12.7 | $ | 12.6 | 0.8 | % | $ | 52.2 | $ | 43.0 | 21.3 | % | |||||||||||||||||||||||
Adjusted net income margin (1) | 7.7 | % | 8.5 | % | (80) | bps | 8.1 | % | 7.7 | % | 40 | bps | |||||||||||||||||||||||
Adjusted EBITDA (1, 2) | $ | 20.2 | $ | 20.5 | (1.3) | % | $ | 82.4 | $ | 72.0 | 14.5 | % | |||||||||||||||||||||||
Adjusted EBITDA margin (1) | 12.3 | % | 13.9 | % | (160) | bps | 12.8 | % | 12.9 | % | (10) | bps | |||||||||||||||||||||||
Earnings per share - diluted (1,2) | $ | 0.59 | $ | 0.66 | (11.3) | % | $ | 3.13 | $ | 2.36 | 32.8 | % | |||||||||||||||||||||||
Adjusted earnings per share - diluted (1,2) | $ | 0.85 | $ | 0.87 | (1.9) | % | $ | 3.52 | $ | 2.75 | 28.3 | % | |||||||||||||||||||||||
(1) See accompanying Exhibits for the reconciliation of each non-GAAP measure to its most directly comparable GAAP measure. | |||||||||||||||||||||||||||||||||||
(2) The current period percentages are calculated based on exact amounts, and therefore may not recalculate exactly using rounded numbers as presented. | |||||||||||||||||||||||||||||||||||
“ibex delivered another record-breaking quarter with revenue growth of 12% to $164.3 million, our sixth straight double-digit growth quarter, capping off an amazing year with top-line organic growth of over 15%, and adjusted EPS growth of over 28%,” said Bob Dechant, ibex CEO. “Our differentiation continues to shine, enabling us to win new trophy clients and outperform our competition operationally which leads to significant market share gains.”
“Fiscal 2026 also marked a transformational step forward as ibex defined a new era of BPO, one powered by AI agents. Our strategic partnership with Sierra, a leader in conversational AI, has firmly strengthened our leadership position in this evolving market. To date, we have delivered more than 10 successful AI Agent implementations across five verticals. Momentum continues to build for these solutions, further separating us from traditional BPO providers.”
Fourth Quarter Financial Performance
Revenue
•Revenue of $164.3 million, an increase of 11.6% from $147.1 million in the prior year quarter, was driven by strong performance across four verticals: HealthTech (+42.3%), Technology (+27.4%), Travel, Transportation and Logistics (+17.8%), and Retail & E-Commerce (+7.0%), with accelerating growth in our Wave iX solutions.
Net Income and Earnings Per Share
•Net income of $8.7 million decreased from $9.6 million in the prior year quarter.
•Diluted earnings per share decreased to $0.59 compared to $0.66 in the prior year quarter.
•Net income margin decreased to 5.3% compared to 6.5% in the prior year primarily driven by training costs related to new client wins and the temporary impact of work transferring from nearshore to offshore delivery centers.
•Non-GAAP adjusted net income remained relatively consistent at $12.7 million when compared to the prior year quarter (see Exhibit 1 for reconciliation).
•Non-GAAP adjusted diluted earnings per share was $0.85 compared to $0.87 in the prior year quarter (see Exhibit 1 for reconciliation).
Adjusted EBITDA
•Adjusted EBITDA was $20.2 million compared to $20.5 million in the prior year quarter (see Exhibit 2 for reconciliation).
•Adjusted EBITDA margin decreased to 12.3% compared to 13.9% in the prior year quarter (see Exhibit 2 for reconciliation).
Fiscal Year 2026 Financial Performance
Revenue
•Revenue of $644.1 million, an increase of 15.4% from $558.3 million in the prior year, was driven by broad-based growth across four verticals: HealthTech (+38.5%), Technology (+25.6%) Travel, Transportation and Logistics (+17.2%), and Retail & E-commerce (+14.1%), with growth in our Wave iX solutions and digital acquisition business.
Net Income and Earnings Per Share
•Net income increased to $46.3 million compared to $36.9 million in the prior year. Net income was favorably impacted by revenue growth in our higher margin offshore regions as well as lower selling, general, and administrative and income tax expenses as a percentage of revenue compared to the prior year.
•Diluted earnings per share increased to $3.13 compared to $2.36 in the prior year.
•Net income margin increased to 7.2% compared to 6.6% in the prior year.
•Non-GAAP adjusted net income increased to $52.2 million compared to $43.0 million in the prior year (see Exhibit 1 for reconciliation).
•Non-GAAP adjusted diluted earnings per share increased to $3.52 compared to $2.75 in the prior year (see Exhibit 1 for reconciliation).
Adjusted EBITDA
•Adjusted EBITDA increased to $82.4 million compared to $72.0 million in the prior year (see Exhibit 2 for reconciliation).
•Adjusted EBITDA margin remained relatively consistent at 12.8% when compared to the prior year (see Exhibit 2 for reconciliation).
Cash Flow and Balance Sheet
•Capital expenditures were $27.8 million compared to $18.4 million in the prior year. The planned increase in capital expenditures during the year was driven by expansions in our offshore regions and purchases of IT and telecommunications equipment to support the Company’s continued growth.
•Cash flow from annual operating activities increased to a record of $59.0 million compared to $45.7 million in the prior year. The increase was primarily driven by an increase in revenue and profit, offset by a higher use of working capital.
•Free cash flow of $21.7 million for the fourth quarter contributed to record annual free cash flow of $31.2 million, up from $27.3 million in the prior year (see Exhibit 3 for reconciliation).
•Net cash was $30.9 million, an improvement of $17.2 million compared to net cash of $13.7 million as of June 30, 2025 (see Exhibit 4 for reconciliation).
•Repurchased 0.1 million shares in the fourth quarter for $4.3 million at an average price of $29.83. Repurchased approximately 0.5 million shares for $14.4 million at an average price of $31.70 during fiscal year 2026.
Fiscal Year and First Quarter Fiscal 2027 Business Outlook
“Fiscal 2026 was a banner year that included record performance across many key operating metrics, including revenue, adjusted EBITDA, EPS, and free cash flow. Our financial results were driven by consistent performance throughout the year, supported by our differentiated strategy and increased traction in our AI-enabled solution offerings. Looking ahead, this momentum gives us confidence that our strategy will continue generating results that outpace our market as we head to fiscal year 2027,” said Taylor Greenwald, CFO of ibex.
“Forecasting the year ahead, our healthy balance sheet and cash flows are enabling us to continue to make smart investments to support increased capacity for anticipated growth as well as to further extend our current AI leadership position. Reflective of our current position and forward momentum, we are providing initial first quarter and fiscal year 2027 revenue and adjusted EBITDA guidance.”
Fiscal Year and First Quarter Fiscal 2027 Guidance
•For fiscal year 2027, revenue is expected to be in the range of $700 to $715 million for 9-11% growth. Adjusted EBITDA is expected to be in the range of $90 to $94 million for 9-14% growth.
•For first quarter fiscal year 2027, revenue is expected to be in the range of $168 to $170 million for 11-12% growth. Adjusted EBITDA is expected to be in the range of $22 to $23 million for 13-18% growth.
•Capital expenditures for the year are expected to be in the range of $25 to $30 million.
Conference Call and Webcast Information
IBEX Limited will host a conference call and live webcast to discuss its fourth quarter and fiscal year 2026 financial results at 4:30 p.m. Eastern Time today, September 10, 2026. We will also post to this section of our website the earning slides, which will accompany our conference call and live webcast, and encourage you to review the information that we make available on our website.
Live and archived webcasts can be accessed at: https://investors.ibex.co/.
Non-GAAP Financial Measures
We present non-GAAP financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. We also use these measures internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluate our underlying historical performance, as we believe that these non-GAAP financial measures provide a more helpful depiction of our performance of the business by encompassing only relevant and manageable events, enabling us to evaluate and plan more effectively for the future. 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 (“GAAP”). Non-GAAP financial measures and ratios are not measurements of our performance, financial condition or liquidity under 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 GAAP.
ibex is not providing a quantitative reconciliation of forward-looking non-GAAP adjusted EBITDA to the most directly comparable GAAP measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort. These items include, but are not limited to, non-recurring expenses, foreign currency gains and losses, and stock-based compensation expense. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period.
About ibex
ibex is a global leader in outsourced business services and AI-powered customer experience solutions, enabling the world’s best brands to deliver truly differentiated experiences for their customers. Leveraging a global team of approximately 35,000 human CX experts – powered by the best AI technology, decades of CX innovation, and deep business insights – ibex engineers seamless, end-to-end customer journeys from AI agents to human agents at scale across retail, e-commerce, healthcare, fintech, utilities, technology, logistics, and more. Discover more at ibex.co and connect with us on LinkedIn.
Forward Looking Statements
In addition to historical information, this press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “forecast,” or the negative of these terms or other similar expressions. These statements include, but are not limited to, statements regarding our future financial and operating performance, including our outlook and guidance, and our strategies, priorities and business plans. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could impact our actual results include: our ability to attract new business and retain key clients; our profitability based on our utilization, pricing and managing costs; our access to financing to support our operations and growth; the potential for our clients or potential clients to consolidate; our clients deciding to enter into or further expand their insourcing activities and current trends toward outsourcing services may reverse; our ability to compete effectively in our industry; general economic uncertainty in global markets and unfavorable economic conditions, including inflation, rising interest rates, recession, and foreign exchange fluctuations; our ability to manage our international operations, particularly in the Philippines, Jamaica, Pakistan and Nicaragua; natural events, health epidemics, global geopolitical conditions, including developing or ongoing conflicts, widespread civil unrest, terrorist attacks and other attacks of violence involving any of the countries in which we or our clients operate; our ability to anticipate, develop and implement information technology solutions that keep pace with evolving industry standards and changing client demands, including the effective adoption of Artificial Intelligence into our offerings; our ability to recruit, engage, motivate, manage and retain our global workforce; our ability to comply with applicable laws
and regulations, including those regarding privacy, data protection and information security, employment and anti-corruption; the effect of cyberattacks or cybersecurity vulnerabilities on our information technology systems; the impact of tax matters, including new legislation and actions by taxing authorities; and other factors discussed in the “Risk Factors” described in our periodic reports filed with the U.S. Securities and Exchange Commission (“SEC”), including our annual reports on Form 10-K, quarterly reports on Form 10-Q, and past filings on Form 20-F, and any other risk factors we include in subsequent filings with the SEC. Because of these uncertainties, you should not make any investment decisions based on our estimates and forward-looking statements. Except as required by law, we undertake no obligation to publicly update any forward-looking statements for any reason after the date of this press release whether as a result of new information, future events or otherwise.
IR Contact: ir@ibex.co
Media Contact: Daniel Burris, VP, Marketing and Communication, ibex, daniel.burris@ibex.co
IBEX LIMITED AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(in thousands)
| June 30, 2026 | June 30, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 32,566 | $ | 15,350 | |||||||
| Accounts receivable, net | 125,292 | 117,136 | |||||||||
| Prepaid expenses | 15,205 | 9,443 | |||||||||
| Due from related parties | — | 40 | |||||||||
| Tax advances and receivables | 4,226 | 1,522 | |||||||||
| Other current assets | 2,348 | 2,128 | |||||||||
| Total current assets | 179,637 | 145,619 | |||||||||
| Non-current assets | |||||||||||
| Property and equipment, net | 40,725 | 32,563 | |||||||||
| Operating lease assets | 55,496 | 62,276 | |||||||||
| Goodwill | 11,832 | 11,832 | |||||||||
| Deferred tax asset, net | 7,170 | 7,163 | |||||||||
| Other non-current assets | 14,275 | 13,762 | |||||||||
| Total non-current assets | 129,498 | 127,596 | |||||||||
| Total assets | $ | 309,135 | $ | 273,215 | |||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and accrued liabilities | $ | 22,996 | $ | 18,692 | |||||||
| Accrued payroll and employee-related liabilities | 40,914 | 38,588 | |||||||||
| Current deferred revenue | 6,384 | 5,498 | |||||||||
| Current operating lease liabilities | 13,936 | 14,332 | |||||||||
| Current debt | 882 | 823 | |||||||||
| Due to related parties | — | 22 | |||||||||
| Income taxes payable | 427 | 1,986 | |||||||||
| Total current liabilities | 85,539 | 79,941 | |||||||||
| Non-current liabilities | |||||||||||
| Non-current deferred revenue | 2,075 | 1,130 | |||||||||
| Non-current operating lease liabilities | 46,849 | 53,804 | |||||||||
| Long-term debt | 777 | 796 | |||||||||
| Other non-current liabilities | 3,665 | 3,235 | |||||||||
| Total non-current liabilities | 53,366 | 58,965 | |||||||||
| Total liabilities | 138,905 | 138,906 | |||||||||
| Stockholders' equity | |||||||||||
| Common shares | 2 | 1 | |||||||||
| Treasury shares | (117,703) | (103,338) | |||||||||
| Additional paid-in capital | 227,346 | 218,241 | |||||||||
| Accumulated other comprehensive loss | (11,487) | (6,336) | |||||||||
| Retained earnings | 72,072 | 25,741 | |||||||||
| Total stockholders' equity | 170,230 | 134,309 | |||||||||
| Total liabilities and stockholders' equity | $ | 309,135 | $ | 273,215 | |||||||
IBEX LIMITED AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
(in thousands, except per share data)
| Three months ended June 30, | Twelve months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 164,269 | $ | 147,138 | $ | 644,076 | $ | 558,273 | |||||||||||||||
| Cost of services (exclusive of depreciation and amortization presented separately below) | 117,349 | 100,872 | 456,169 | 385,692 | |||||||||||||||||||
| Selling, general and administrative | 31,474 | 29,756 | 113,021 | 108,738 | |||||||||||||||||||
| Depreciation and amortization | 5,624 | 4,248 | 19,922 | 17,232 | |||||||||||||||||||
| Total operating expenses | 154,447 | 134,876 | 589,112 | 511,662 | |||||||||||||||||||
| Income from operations | 9,822 | 12,262 | 54,964 | 46,611 | |||||||||||||||||||
| Interest income | 115 | 29 | 266 | 955 | |||||||||||||||||||
| Interest expense | (222) | (448) | (936) | (1,634) | |||||||||||||||||||
| Income before income taxes | 9,715 | 11,843 | 54,294 | 45,932 | |||||||||||||||||||
| Provision for income tax expense | (968) | (2,247) | (7,963) | (9,068) | |||||||||||||||||||
| Net income | $ | 8,747 | $ | 9,596 | $ | 46,331 | $ | 36,864 | |||||||||||||||
| Other comprehensive income / (loss) | |||||||||||||||||||||||
| Foreign currency translation adjustments | $ | (436) | $ | 263 | $ | (3,140) | $ | 1,114 | |||||||||||||||
| Unrealized gain / (loss) on cash flow hedging instruments, net of tax | 1,748 | 204 | (2,535) | 775 | |||||||||||||||||||
| Actuarial gain / (loss) on defined benefit plan | 524 | (312) | 524 | (312) | |||||||||||||||||||
| Total other comprehensive income / (loss) | 1,836 | 155 | (5,151) | 1,577 | |||||||||||||||||||
| Total comprehensive income | $ | 10,583 | $ | 9,751 | $ | 41,180 | $ | 38,441 | |||||||||||||||
| Net income per share | |||||||||||||||||||||||
| Basic | $ | 0.65 | $ | 0.72 | $ | 3.45 | $ | 2.51 | |||||||||||||||
| Diluted | $ | 0.59 | $ | 0.66 | $ | 3.13 | $ | 2.36 | |||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic | 13,372 | 13,380 | 13,414 | 14,678 | |||||||||||||||||||
| Diluted | 14,892 | 14,491 | 14,808 | 15,725 | |||||||||||||||||||
IBEX LIMITED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| Three months ended June 30, | Twelve months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||||||||||||||
| Net income | $ | 8,747 | $ | 9,596 | $ | 46,331 | $ | 36,864 | |||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||||||||
| Depreciation and amortization | 5,624 | 4,248 | 19,922 | 17,232 | |||||||||||||||||||
| Noncash lease expense | 3,592 | 3,358 | 13,911 | 13,378 | |||||||||||||||||||
| Noncash gain on lease terminations | (85) | — | (85) | — | |||||||||||||||||||
| Deferred income tax | 782 | (1,168) | (8) | (2,877) | |||||||||||||||||||
| Stock-based compensation expense | 3,285 | 1,926 | 7,737 | 5,432 | |||||||||||||||||||
| Allowance of expected credit losses | 114 | 86 | 427 | 514 | |||||||||||||||||||
| Impairment losses | 1,092 | 1,429 | 1,092 | 1,429 | |||||||||||||||||||
| Change in assets and liabilities: | |||||||||||||||||||||||
| Decrease / (increase) in accounts receivable | 3,695 | 2,788 | (8,659) | (19,262) | |||||||||||||||||||
| (Increase) / decrease in prepaid expenses and other current assets | (983) | (31) | (11,356) | 361 | |||||||||||||||||||
| Increase in accounts payable and accrued liabilities | 3,051 | 9,290 | 2,506 | 6,248 | |||||||||||||||||||
| (Decrease) / increase in deferred revenue | (204) | (451) | 1,830 | 752 | |||||||||||||||||||
| Decrease in operating lease liabilities | (3,887) | (3,134) | (14,647) | (14,403) | |||||||||||||||||||
| Net cash inflow from operating activities | 24,823 | 27,937 | 59,001 | 45,668 | |||||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||||||||||||||
| Purchase of property and equipment | (3,163) | (5,159) | (27,807) | (18,375) | |||||||||||||||||||
| Net cash outflow from investing activities | (3,163) | (5,159) | (27,807) | (18,375) | |||||||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||||||||||||||
| Proceeds from line of credit | 3,000 | 13,400 | 38,600 | 82,710 | |||||||||||||||||||
| Repayments of line of credit | (3,000) | (32,500) | (38,600) | (82,710) | |||||||||||||||||||
| Proceeds from the exercise of options | 195 | 773 | 4,009 | 4,307 | |||||||||||||||||||
| Taxes paid related to net share settlement of equity awards | (36) | — | (2,338) | — | |||||||||||||||||||
| Principal payments on finance leases | (383) | (314) | (1,216) | (953) | |||||||||||||||||||
| Purchase of treasury shares | (4,249) | (1,593) | (14,382) | (78,014) | |||||||||||||||||||
| Net cash outflow from financing activities | (4,473) | (20,234) | (13,927) | (74,660) | |||||||||||||||||||
| Effects of exchange rate difference on cash and cash equivalents | (30) | (171) | (51) | (3) | |||||||||||||||||||
| Net increase / (decrease) in cash and cash equivalents | 17,157 | 2,373 | 17,216 | (47,370) | |||||||||||||||||||
| Cash and cash equivalents, beginning | 15,409 | 12,977 | 15,350 | 62,720 | |||||||||||||||||||
| Cash and cash equivalents, ending | $ | 32,566 | $ | 15,350 | $ | 32,566 | $ | 15,350 | |||||||||||||||
IBEX LIMITED AND SUBSIDIARIES
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures
EXHIBIT 1: Adjusted net income, adjusted net income margin, and adjusted earnings per share
We define adjusted net income as net income before the effect of the following items: severance costs, impairment losses, gains or losses on asset disposals, gains or losses on lease terminations, foreign currency gains and losses, and stock-based compensation expense, net of the tax impact of such adjustments. We define adjusted net income margin as adjusted net income divided by revenue. We define adjusted earnings per share as adjusted net income divided by weighted average diluted shares outstanding.
The 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 periods presented:
| Three months ended June 30, | Twelve months ended June 30, | ||||||||||||||||||||||
| ($000s, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | 8,747 | $ | 9,596 | $ | 46,331 | $ | 36,864 | |||||||||||||||
| Net income margin | 5.3 | % | 6.5 | % | 7.2 | % | 6.6 | % | |||||||||||||||
| Severance costs | 267 | 558 | 1,240 | 558 | |||||||||||||||||||
| Impairment losses | 1,092 | 1,429 | 1,092 | 1,429 | |||||||||||||||||||
| Gain on asset disposals | (150) | — | (150) | — | |||||||||||||||||||
| Loss on lease terminations | 744 | — | 744 | — | |||||||||||||||||||
| Foreign currency (gains) / losses | (499) | 27 | (3,177) | 693 | |||||||||||||||||||
| Stock-based compensation expense | 3,285 | 1,926 | 7,737 | 5,432 | |||||||||||||||||||
| Total adjustments | $ | 4,739 | $ | 3,940 | $ | 7,486 | $ | 8,112 | |||||||||||||||
| Tax impact of adjustments1 | (821) | (969) | (1,650) | (1,975) | |||||||||||||||||||
| Adjusted net income | $ | 12,665 | $ | 12,567 | $ | 52,167 | $ | 43,001 | |||||||||||||||
| Adjusted net income margin | 7.7 | % | 8.5 | % | 8.1 | % | 7.7 | % | |||||||||||||||
| Diluted earnings per share | $ | 0.59 | $ | 0.66 | $ | 3.13 | $ | 2.36 | |||||||||||||||
| Per share impact of adjustments to net income | 0.26 | 0.21 | 0.39 | 0.39 | |||||||||||||||||||
| Adjusted earnings per share | $ | 0.85 | $ | 0.87 | $ | 3.52 | $ | 2.75 | |||||||||||||||
| Weighted average diluted shares outstanding | 14,892 | 14,491 | 14,808 | 15,725 | |||||||||||||||||||
1 The tax impact of each adjustment is calculated using the effective tax rate in the relevant jurisdictions.
EXHIBIT 2: 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. Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before the effect of the following items: interest income, severance costs, impairment losses, gains or losses on asset disposals, gains or losses on lease terminations, 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 provides a reconciliation of net income to EBITDA and adjusted EBITDA and net income margin to adjusted EBITDA margin for the periods presented:
| Three months ended June 30, | Twelve months ended June 30, | ||||||||||||||||||||||
| ($000s) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | 8,747 | $ | 9,596 | $ | 46,331 | $ | 36,864 | |||||||||||||||
| Net income margin | 5.3 | % | 6.5 | % | 7.2 | % | 6.6 | % | |||||||||||||||
| Interest expense | 222 | 448 | 936 | 1,634 | |||||||||||||||||||
| Income tax expense | 968 | 2,247 | 7,963 | 9,068 | |||||||||||||||||||
| Depreciation and amortization | 5,624 | 4,248 | 19,922 | 17,232 | |||||||||||||||||||
| EBITDA | $ | 15,561 | $ | 16,539 | $ | 75,152 | $ | 64,798 | |||||||||||||||
| Interest income | (115) | (29) | (266) | (955) | |||||||||||||||||||
| Severance costs | 267 | 558 | 1,240 | 558 | |||||||||||||||||||
| Impairment losses | 1,092 | 1,429 | 1,092 | 1,429 | |||||||||||||||||||
| Gain on asset disposals | (150) | — | (150) | — | |||||||||||||||||||
| Loss on lease terminations | 744 | — | 744 | — | |||||||||||||||||||
| Foreign currency (gains) / losses | (499) | 27 | (3,177) | 693 | |||||||||||||||||||
| Stock-based compensation expense | 3,285 | 1,926 | 7,737 | 5,432 | |||||||||||||||||||
| Adjusted EBITDA | $ | 20,185 | $ | 20,450 | $ | 82,372 | $ | 71,955 | |||||||||||||||
| Adjusted EBITDA margin | 12.3 | % | 13.9 | % | 12.8 | % | 12.9 | % | |||||||||||||||
EXHIBIT 3: Free cash flow
We define free cash flow as net cash provided by operating activities less capital expenditures.
| Three months ended June 30, | Twelve months ended June 30, | ||||||||||||||||||||||
| ($000s) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net cash provided by operating activities | $ | 24,823 | $ | 27,937 | $ | 59,001 | $ | 45,668 | |||||||||||||||
| Less: capital expenditures | 3,163 | 5,159 | 27,807 | 18,375 | |||||||||||||||||||
| Free cash flow | $ | 21,660 | $ | 22,778 | $ | 31,194 | $ | 27,293 | |||||||||||||||
EXHIBIT 4: Net cash
We define net cash as total cash and cash equivalents less debt.
| ($000s) | June 30, 2026 | June 30, 2025 | |||||||||
| Cash and cash equivalents | $ | 32,566 | $ | 15,350 | |||||||
| Debt | |||||||||||
| Current | $ | 882 | $ | 823 | |||||||
| Non-current | 777 | 796 | |||||||||
| Total debt | $ | 1,659 | $ | 1,619 | |||||||
| Net cash | $ | 30,907 | $ | 13,731 | |||||||