IBEX Ltd

This Annual Report on Form 10-K (“Form 10-K”) contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, relating to our operations, expected financial position, and other business matters that are based on our current expectations, assumptions, and projections with respect to the future, and are not a guarantee of performance. Forward-looking statements provide management’s current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements may include words such as “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “forecast,” “guidance,” “may,” “outlook,” “plan,” “projection,” “should,” “target,” “will,” “would” and other words, the negative forms of such words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Such forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other important factors that could cause our actual results, performance or achievements or industry results, to differ materially from historical results or any future results, performance or achievements expressed, suggested, or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to statements about:

•Our ability to attract new business and retain key clients;

•Our profitability based on our utilization, pricing and managing costs;

•Our access to financing and capital expenditure requirements 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 the customer experience and business process outsourcing industry;

•General economic uncertainty in global markets and unfavorable global economic conditions, including inflation, rising interest rates, recession, and foreign exchange fluctuations;

•Our ability to expand and manage our international operations, particularly in the Philippines, Jamaica, Pakistan and Nicaragua;

•Natural events, health epidemics, 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, including Artificial Intelligence (“AI”), that keep pace with evolving industry standards and changing client demands;

•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; and

•The impact of tax matters, including new legislation and actions by taxing authorities.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. We caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” in this Form 10-K. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other filings with the United States Securities and Exchange Commission (“SEC”) and public communications. You should evaluate all forward-looking statements made in this Form 10-K in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Form 10-K are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

RISK FACTORS SUMMARY

The following is a summary of the material risks and uncertainties that could adversely affect our business, financial condition, and results of operations (including revenue, profitability and cash flows). This summary is qualified in its entirety by reference to the more detailed descriptions of the risks and uncertainties included in Part I, Item 1A Risk Factors, and you should read this summary together with those more detailed descriptions.

Business Risks

•Our business is dependent on 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;

•If our solutions do not comply with the quality standards required by our clients under our agreements, our clients may assert claims for reduced payments to us or substantial damages against us;

•Our clients or potential clients may consolidate or enter into or further expand insourcing activities in the future;

•We may be unable to continue to anticipate our clients’ needs by adapting to market and technology trends or to successfully convert visitors to our customer acquisition websites into purchasers or subscribers;

•We face substantial competition in our business;

•We face risks related to future acquisitions of other companies in pursuit of growth;

•We must adequately protect our intellectual property and proprietary information;

Financial, Accounting and Economic Risks

•We may not be able to fund our working capital requirements and new investments;

•Our operating results may fluctuate from quarter to quarter due to various factors;

•We may be impacted by general economic uncertainty in global markets and unfavorable global economic conditions;

•Clients that represent a large portion of our accounts receivable balance may be unable or unwilling to pay such balances in a timely manner;

•Our existing debt covenants may affect our flexibility in operating, developing and expanding our business;

•If our goodwill becomes impaired, we could be required to record a significant charge to earnings;

•Our ability to use our net operating loss carry forwards may be subject to limitation;

Operational Risks

•Our business relies heavily on technology, telephone and computer systems as well as third-party telecommunications and data services providers;

•We may be unable to effectively adopt AI into our solutions;

•Our business is heavily dependent upon our international operations, particularly in the Philippines, Jamaica, Pakistan and Nicaragua;

•We rely on the attraction, retention, and motivation of qualified senior management, employees, and agents to support our success and operations;

•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;

•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;

•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;

•We may face difficulties as we expand our operations into countries in which we have no prior operating experience;

•Our facilities operate on leasehold property, and our inability to renew our leases on commercially acceptable terms or at all may adversely affect our results of operations;

Legal and Regulatory Risks

•Our global operations and clients expose us to numerous legal and regulatory requirements;

•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;

•Others could claim that we infringe on their intellectual property rights or violate contractual protections;

Risks Related to Being Incorporated in Bermuda

•We may be impacted by tax matters, new legislation, and actions by taxing authorities;

•Due to changes in Bermuda tax law, we will become subject to corporate income taxes in Bermuda once revenue exceeds€750 million;

•Bermuda law differs from the laws in effect in the United States and may afford less protection to holders of our common shares;

•Any U.S. or other foreign judgments obtained against us may be difficult to enforce against us in Bermuda;

Risks Related to Our Common Shares

•We cannot take certain actions without the consent of one of our shareholders, The Resource Group International Limited;

•Our future earnings and earnings per share could be adversely impacted by the warrant we have issued to Amazon and if Amazon exercises its right to acquire our common shares pursuant to that warrant, it will dilute the ownership interests of our then-existing shareholders and could adversely affect the market price of our common shares;

•We no longer qualify as an “emerging growth company” or a “smaller reporting company”, and may no longer take advantage of certain disclosure exemptions which may cause us to incur increased costs.

•Our results of operations and the price of our common shares could be adversely affected if we are unable to maintain effective control over financial reporting;

•A significant portion of our total outstanding shares may be sold into the market in the near future, causing a decrease in the market price of our common shares;

•Anti-takeover provisions in our bye-laws could make an acquisition of us, which may be beneficial to our shareholders, more difficult and may prevent attempts by our shareholders to replace or remove our current management;

•We have the ability to issue preferred shares without shareholder approval;

•The market price of our common shares may be volatile; and

•We may not pay any dividends. Accordingly, investors may only realize future gains on their investments if the price of their common shares increases, which may never occur.

AVAILABLE INFORMATION

The Company is subject to the reporting and information requirements of the Exchange Act, and as a result, it is obligated to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as proxy and information statements and other information with the SEC. The Company makes these filings available free of charge on its website (https://www.ibex.co) as soon as reasonably practicable after it electronically files them with, or furnishes them to, the SEC. Information on the Company’s website does not constitute part of this Form 10-K. In addition, SEC maintains a website (http://www.sec.gov) that contains the reports and other information the Company electronically files with, or furnishes to, the SEC.