IBEX Limited

Item 1A. Risk Factors

We are subject to various risks that could have a material adverse impact on our financial position, results of operations or cash flows. Although it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the factors discussed under "Risk Factors" in Part I, Item 1A. in the Annual Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our financial position, results of operations or cash flows. There have been no material changes to the risk factors included in the Annual Report except as set forth below. We encourage you to carefully consider the risk factors set forth in the Annual Report, those described below, and the other information set forth elsewhere in this Form 10-Q.

We are no longer a "controlled company" within the meaning of the Nasdaq Listing Rules. However, we may continue to rely on exemptions from certain corporate governance requirements during a one year phase-in period.

Prior to November 19, 2024, we qualified as a "controlled company" under the Nasdaq Listing Rules, and we availed ourselves of "controlled company" exemptions from certain Nasdaq Listing Rule requirements, including the requirements that our Board be comprised of a majority of independent directors, and the Compensation and the Nominating and Governance Committees of our Board be comprised entirely of independent directors. After November 19, 2024, the Company no longer qualified as a "controlled company" under the Nasdaq Listing
Rules.

The Nasdaq Listing Rules require us to transition out of the "controlled company" exemptions by having (i) a majority of independent directors on the Board by November 19, 2025; (ii) at least a majority of independent directors on the Compensation and Nominating and Governance Committees by February 19, 2025; and (iii) solely independent directors on the Compensation and Nominating and Governance Committees by November 19, 2025. As of the date of this Form 10-Q, we are in compliance with the phase-in requirements described above. Until we are fully subject to these requirements, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

We cannot take certain actions without the consent of our largest shareholder, The Resource Group International Limited, which could limit our shareholders' ability to influence the outcome of key transactions, including any change of control.

As of DecemberMarch 31, 20245, our largest shareholder, The Resource Group International Limited ("TRGI"), beneficially owns, in the aggregate, approximately 13% of our outstanding common shares. Pursuant to a stockholder's agreement, dated September 15, 2017, between TRGI and us (the "TRGI Stockholder's Agreement"), we will not take or commit to take, or cause or permit any of our subsidiaries to take, certain enumerated actions without TRGI's consent, to be withheld or given in TRGI's sole discretion. The TRGI Stockholder's Agreement will remain in effect until the date that TRGI ceases to hold 10% or more of all shares issued by us. TRGI may have interests that differ from interests of our shareholders and may cause TRGI to withhold or grant its consent to such enumerated actions in a way with which investors disagree and that may be adverse to shareholders' interests. In addition, pursuant to such consent right, TRGI may delay, prevent, or deter a change of control of the Company and its subsidiaries, as well as certain MA activity and securities offerings, and could deprive our shareholders of an opportunity to receive a premium for their common shares as part of a sale of the Company and may adversely affect the market price of our common shares.

413

The risk factor with the title "Our executive officers, directors and principal shareholders have the ability to control all matters submitted to shareholders for approval" contained in the Annual Report is deleted.