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Page 1: Download Annual Report 2013
Page 2: Download Annual Report 2013

Capitalising On Our Core StrengthsOur singular focus is providing reliable, consistent, predictable performance. Our outstanding employees manage worldwide customer relationships on behalf of our business partners and deliver these customer experiences with a combination of passion, world class training and leading-edge technology. We stand by core organizational values that have helped us deliver our value proposition to global companies for over 10 years.

At IBEX Global our mission is to build the industry’s most dynamic team of customer service and marketing associates and deliver cost-effective, high-impact customer management strategies to the world’s leading organizations.

We believe that we will successfully execute our mission by capitalizing on our core strengths and adhering to key organizational initiatives:

Integrity:Our integrity ensures our credibility. Honor your commitments and take ownership of your actions. Our words and deeds are truthful and reliable.

Respect:Treat others the way we want to be treated and create a culture of mutual appreciation, regard and value. Act towards others with dignity and help one another succeed.

Transparency:Clear, candid and open communication must drive all interactions. Transparency makes our actions understood, creates reliability and fosters collaboration. We maintain and encourage straightforward dialogue with our employees, clients and stakeholders.

Excellence:Strive for excellence in all that we do. Take great pride in your work as each employee’s contribution is vital towards delivering exceptional customer service to our clients. Provide this extraordinary experience and reward superior performance.

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Table of Contents

Section: Page

1. Company Information 01

2. Board of Directors 02

3. Chairman’s Statement 03

4. Director’s Report 04

5. Corporate Governance Report 13

6. Statement of Director’s Responsibilities 15

7. Independent Auditor’s Report to the 16

8. members of IBEX Global Solutions Plc 16

9. Statement of Comprehensive Income 17

10. Statement of Financial Position 18

11. Statement of Changes in Equity 19

12. Statement of Cash Flows 20

13. Notes to the Financial Statements 21

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Company InformationFor the year ended 30 June 2013

Directors Stephen Kezirian (Chief Executive Officer)Karl Gabel (Chief Financial Officer)Muhammad Ziaullah Khan (“Zia”) Chishti (Non-executive Chairman)Mohammedullah Khaishgi (Non-executive Director)Tim Kelly (Non-executive Director)John Leone (Non-executive Director)

Corporate Secretary Jimmy HollandRegistered Office 3rd Floor

5 Lloyds AvenueLondon, EC3N 3AE

Registered Number 8462510Nominated Advisor Liberum Capital Limitedand Joint Broker Ropemaker Place, Level 12, 25 Ropemaker Street

London, EC2Y 9LYJoint Broker Cenkos Securities plc

6.7.8 Tokenhouse YardLondon, EC2R 7AS

Legal advisers to the Group Mishcon de ReyaSummit House, 12 Red Lion SquareLondon, WC1R 4QD

Legal advisers to the Nominated

Stephenson Harwood LLP

Adviser and Joint Brokers 1 Finsbury Circus London, EC2M 7SH

Auditors to the Group Grant Thornton UK LLP7 Exchange CrescentConference SquareEdinburgh, EH3 8AN

Reporting Accountant Grant Thornton UK LLP30 Finsbury SquareLondon, EC2P 2YU

Registrar Capita Registrars LimitedThe Registry, 34 Beckenham RoadBeckenham, Kent, BR3 4TU

Public Relations adviser Tavistock Communications Limitedto the Group 131 Finsbury Pavement

London, EC2A 1NTWebsite www.ibexglobal.com

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Zia Chishti – Non-executive Chairman

Zia is the Chief Executive Officer and Chairman of The Resource Group International (TRGI). He represents TRGI’s 75 per cent. interest in the Company. Zia has served as the Chairman and CEO of Align Technology (NASDAQ: ALGN) which he led from inception to a more than $500 million public valuation. Zia has worked at Morgan Stanley and McKinsey and serves on multiple corporate and non-profit boards. Zia is a graduate of Columbia University and earned an MBA from Stanford Graduate School of Business.

Stephen Kezirian – Chief Executive Officer

Steve has over 17 years of management experience with a focus on customer operations. At Cantor Gaming he was responsible for the firm’s technology, sales and operations teams, helping drive the growth from a single-site operation into a multi-location, distributed operating environment. Previously, he served as the youngest VP/GM at Sprint Nextel, where he was responsible for all phone-based sales and sales support operations with a global workforce of over 5,000 in seven countries. Prior to that Steve also had managerial positions at Tickets.com, an internet focused live event ticketing company. Steve has also served in various positions at Morgan Stanley, McKinsey and JH Whitney. Steve has a B.A. in Economics from Harvard University and an MBA from Harvard Business School.

Karl Gabel – Chief Financial Officer

Karl joined IBEX at the time of its acquisition of Telespectrum Worldwide, Inc. in 2004, where he was VP of Finance and was instrumental in the financial restructuring of Telespectrum Worldwide, Inc. prior to its sale. Karl has over 15 years of experience in the contact centre industry, commencing with his first role as Director of Revenue at Telespectrum in 1997. Karl has a B.S. in Accounting from Penn State University and MBA from St. Joseph’s University.

Tim Kelly – Non-executive Director

Tim Kelly is a non-executive director of the Company. Tim was most recently the President and Chief Executive of Network Solutions, an internet enablement provider service to small businesses and consumers. Tim led the company through a period of growth and expanding profitability, and in November 2011, drove the successful sale of the company to Web.com. Prior to Network Solutions, Tim enjoyed a successful career at Sprint Nextel, as President of the Consumer Division and as Chief Marketing Officer. Tim was also President of Tickets.com, an Internet-focused live event ticketing company. Tim graduated from the University of Florida with a Bachelor’s in Marketing, and earned his MBA from Nova Southeast University.

Mohammed Khaishgi – Non-executive Director

Mohammed is Chief Operating Officer of The Resource Group International. He along with Zia Chishti and Hasnain Aslam as Board of Directors for TRGI represent TRGI’s 75 per cent. interest in the Company. Prior to joining The Resource Group in 2003, Mohammed was a Senior Director at AlignTechnology, where he managed Align’s offshore contact centre and back office services operations. He was previously a Senior Investment Officer at the International Finance Corporation (private sector investment arm of the World Bank) where he was responsible for investments in the Asian telecommunications and technology sectors. Mohammed has a B.S. degree in Electrical Engineering from University of Engineering and Technology in Lahore, Pakistan, a B.A. degree in Philosophy, Politics and Economics from the University of Oxford where he was a Rhodes Scholar and an MBA from Harvard Business School.

John Leone – Non-executive Director

John Leone is a non-executive director of the Company. John Leone is the Managing Director ofPineBridge Investments, an investor in TRGI. John works on sourcing, negotiating and executing privateequity transactions in Europe, Latin America, the Middle East and Africa. Prior to this role, John wasGeneral Counsel of PineBridge Investments’ Emerging Markets Private Equity operations. Earlier in hiscareer, John was an attorney at Kirkland & Ellis LLP where he focused on advising private equity clients.John earned a Juris Doctor, with High Honors, from The George Washington University Law School wherehe was a member of the Law Review, and a Bachelor of Arts, Magna Cum Laude, from the State Universityof New York at Binghamton.

Board of DirectorsFor the year ended 30 June 2013

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I am pleased to present my maiden report as Chairman of IBEX Global Solutions Plc. Our initial public offering and admission to the London Stock Exchange’s Alternative Investment Market was a watershed moment for the business, capping a process of growth and transformation that has spanned a decade.Thanks to the efforts of the Company’s management team and its advisors, the offering was highly successful, raising net proceeds of £9.7 million and providing for ample liquidity as the business continues to execute against its rapid growth plan. As a result of the offering, Fidelity Investments, Standard Life Investments, and Miton Capital Partners joined The Resource Group as shareholders of record with interests greater than 4% of the outstanding share capital of the Company.

Financial Results

Highlighting the momentum in our business, IBEX performed significantly ahead of expectations in the year to 30 June 2013. Revenues were $141.6 million (2012: $105.4 million) and Adjusted EBITDA earnings before interest, taxation, depreciation, amortisation, exceptional items and employee share options payments) was $4.6 million (2012: $0.95 million), reflecting growth of 34% and 384% respectively. Loss before tax was $17.0 million (2012: $4.05 million). On an operating basis, the business is now significantly cash flow positive after on-going interest charges and capital expenditures.

The benefits of undertaking an initial public offering are already beginning to show through in our operations. As a result of the capital we raised, we were able to continue to fund our growth in revenues and the resultant increase in our accounts receivable despite the contractual ceiling on our incumbent bank financing line. Additionally, the realisation of a public offering has helped crystallise the value of equity participation in the minds of our management and staff and further align them with the shareholders of our business; June and July have been our lowest staff turnover months ever, despite strengthening economies in our core labour markets of the United States and the Philippines.

Dividend Policy

As the Company has started to generate strong cash flows, the Board intends to return excess capital to our shareholders by way of dividends.

Outlook

As we commence the financial year 2014, we have continued our strong growth and anticipate the balance of the year will provide the trading opportunities that we forecasted during our initial public offering process. Our core clients continue to deliver growing volumes of business to us and remain confident that our sales team will deliver new client wins that will aid in the diversification of our revenue streams as we had hoped.In closing, I would like to thank the management and staff of our Company for their extraordinary efforts and accomplishments during 2013. In addition to delivering a transformative increase in revenues and client satisfaction, the team rebranded the business to its current identity of IBEX Global Solutions, and successfully executed an initial public offering. As a board we are grateful for their tireless efforts, and look forward to supporting management in its continued success in 2014 and beyond.

Zia ChishtiChairmanDate: 1 October 2013

Chairman’s StatementFor the year ended 30 June 2013

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The directors of the company are pleased to submit their report and the audited non statutory financial statements of IBEX Global Solutions Plc Group (IBEX or the Group) for the year ended 30 June 2013. Nature of the business

IBEX Global Solutions Plc was incorporated on 26 March 2013 as IBEX Global Solutions Limited and was re-registered as a public limited company on 4 June 2013. The Company is incorporated under the Companies Act 2006 with a financial year end of 30 June.

IBEX Group is a global portfolio of companies in the contact centre and related business process outsourcing (BPO) business operating from the United States, Philippines, United Kingdom, Pakistan and Senegal. Service offerings include customer care support, business and consumer inbound and outbound telesales and technical support services. IBEX Group also offers enabling technology solutions including Interactive Voice Response (IVR) and back-office email and chat support services.

Principal Activity

The majority of IBEX’s clients are corporations that outsource some or all of their contact centre operations. The Group’s specialisation is in the voice-based contact centre services area where it provides a complete suite of voice-based services to clients. Some of these services include inbound technical support, inbound customer care, inbound sales, inbound customer retention and outbound customer acquisition.

The Group also offers an increasingly wide range of associated non-voice services (such as chat or email support or back-office services such as fraud prevention or sales support). The revenues associated with such services are relatively low at present but growing, especially as the Group gains endorsements from other non-voice clients.

Business and Financial Review

As a Board we are pleased to present IBEX Global Solutions Plc’s maiden results as a public company. Our company delivered a very strong performance in the year ended 30 June 2013 and has continued to make good progress in the early months of the new trading year.

On June 28, 2013 the Group successfully completed its initial public offering, raising £9.7 million after expenses, and we are pleased to welcome our new shareholders to IBEX. At the time of our move to the Alternative Investment Market (AIM), we said that listed status and the capital raised would be used to pay down debt, fund our continued growth and to provide transparent incentives for existing and future members of our team. In our maiden financial results since the Initial Public Offering (IPO), we are very pleased to present a strong performance for the year and also to report that IBEX has made excellent progress against the goals outlined at IPO, post the period end.

A review of Group’s activities, dividend policy and an indication of likely future developments may be found in Chairman’s Statement on page 3.

Director’s ReportFor the year ended 30 June 2013

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Key financial performance indicators (KPIs)

The principal KPIs used by the board in measuring the performance of the Group are Revenue, Cost of Sales, SG&A, earnings before interest, depreciation, amortisation and exceptional items (EBITDA) and net profit/(loss).

Group30 June 2013 30 June 2012

Continuing operations $'000's $'000's

Revenue 141,506 105,415

Cost of sales (excluding depreciation and amortisation) 118,642 83.8% 88,368 83.8%

Gross profit (excluding depreciation and amortisation) 22,864 16.1% 17,047 16.2%

SG&A (excluding depreciation, amortisation and employee share option payments) 18,288 12.9% 16,102 15.3%

Adjusted EBITDA 4,576 3.2% 945 0.9%

The KPIs above are in line with internal projections and tracking positively against forecasts.

Revenue for the period was up 34% to $141.6 million (2012: $105.4 million) driven primarily by increasing business from our established client base and additional new client wins. Adjusted EBITDA, (earnings before interest, taxation, depreciation, amortisation, exceptional items and employee share option payments, a key performance metric for IBEX), rose 384% to $4.6 million (2012: $0.95 million), principally due to the growth in revenue and the operating leverage in the business.

Loss before tax for the year was $17.0 million (2012: $4.05 million), up 321% on the prior period due to the exceptional items incurred as a result of the reorganisation in preparation for the IPO. Loss per share was 0.480 cents. Cash at bank and in hand was $10.7 million (2012: $1.9 million) as a result of the receipt of £9.7m net proceeds of the placing of new shares at IPO. Net debt (cash and cash equivalents and net receivable of IPO proceeds, less third party borrowings) at the period end was $(2.85 million), down 75% (2012: $11.4 million) primarily as a result of the initial public offering.

Our Marketplace and Outlook

In addition to the progress IBEX has made in its operations, the status of being a listed Company has increased the profile of IBEX amongst potential blue-chip clients and we are pleased to report that we continue our discussions with several potential new clients, many of which are household brand names. Our IPO has helped prepare the Group to capitalise on the exciting opportunities available to us in a fragmented global outsourcing market worth $58 billion and set to grow to around $73 billion by 2016 (source: HfS research; the leading analyst authority for the Global Service Industry).

Whilst the global economic environment remains challenging for businesses operating in most sectors, IBEX is positioned well to help such businesses, providing critical resources and systems across a diversified global footprint in an efficient and scalable operating environment. The expertise of our staff and, results-driven approach are driving measurable results for our clients.

Director’s ReportFor the year ended 30 June 2013

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Substantial shareholdings

The Company has received the following notifications of holdings of more than 3 percent of the ordinary share capital of the Company as at 30 June 2013:

Shareholder Interest in the CompanyTRGI 75.0%Standard Life Investments Limited 6.4%Fidelity Investments International 5.4%Miton Capital Partners Limited 4.7%

Directors

The Directors who have held office since 26 March 2013 and up to the date of signing of these financial statements are as follows:

Name Status Commencement of Period of Office

Date of expiration of term of Office

Muhammad Ziaullah Khan Chishti

Non-executive Chairman 26 March 2013 Annual General Meeting

to be held in 2014

Stephen Kezirian Chief Executive Officer 5 June 2013 Annual General Meeting to be held in 2014

Karl Gabel Chief Financial Officer 5 June 2013 Annual General Meeting to be held in 2014

Mohammadulla Khan Khaishgi Non-executive Director 3 June 2013 Annual General Meeting

to be held in 2014

Tim Kelly Non-executive Director 5 June 2013 Annual General Meeting to be held in 2014

John Leone Non-executive Director 5 June 2013 Annual General Meeting to be held in 2014

Director’s ReportFor the year ended 30 June 2013

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As at the date of this document, the following options have been granted to a Director, CEO and CFO of the company under the Company Stock plan 2013:

NameNumber of share options

Per cent. of enlarged

share capital immediately

following Admission to AIM

Vesting scheduleExercise period (from)

Exercise Price

Stephen Kezirian 1,495,443 3.8%

591,946 options vest on 30 June 2013; 31,155 stock

options vesting monthly until 30 November 2015

30 June 2013 $1.55

Karl Gabel 442,307 1.1%

221,154 options vest on 30 June 2013; 12,286 stock

options vesting monthly until 31 December 2014

30 June 2013 $1.55

Tim Kelly 49,848 0.1%

12,462 options vest on December 2013; 1,039 stock options vesting monthly until

31 December 2016

31 December

2013$1.55

Operational Review

The largest portion of the Group’s variable costs is attributable to agent labour expenses. Accordingly, efficient management of the cost of agent labour (including training costs) is key to the Group’s profitability. The Group attempts to strike a balance between a highly-skilled agent labour force driven by higher compensation levels and lowers attrition with the profitability needed to run a sustainable business.

Having established this balance between agent compensation and overall profitability, management uses client-specific metrics (including but not limited to customer satisfaction, sales conversion, and quality) as the guide to manage the operation. This client-centric approach drives decision-making related to agent scheduling, performance-management and coaching, and levels of investment across the enterprise. An alignment of goals unique to each client drives appropriate behaviours and further strengthens the relationships with the individual clients. The Directors believe that the Group is known for agent compensation levels that are above average and further believe that this is a key consideration in the Group’s revenue growth over the last two years.

Director’s ReportFor the year ended 30 June 2013

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Incentivising key staff

Traditionally, staff churn is a challenge for operators in our industry because the training of staff to make them effective can be both costly and time consuming. For a business process outsourcing solution to be competitive, the staff involved in dealing with customers’ needs must know their business extremely well and be able to deliver our clients’ aspirations for customer service to very high standards, every time.

IBEX understands that retention and motivation of staff is absolutely crucial to our success. Attrition has an outsized impact on Company profitability both through the cost of replacement training and through foregone margin associated with a departing employee. The Directors believe that employees with higher tenure are more likely to perform better, thereby improving client metrics and more easily growing the Group’s share of the client’s outsourcing spend.

To this end, as alluded to earlier, our payroll per employee is often above the industry average in each country in which we have operations. In addition, our employees are afforded opportunities to progress their careers as we grow the business. We believe employee’s career development are inextricably linked to the success of the Group. In order to further enhance these principles, IBEX used the AIM listing to offer an equity incentivisation plan. The IBEX equity reward scheme is therefore not limited to the Board and senior management, but is also offered to nearly all manager-level individuals in the organisation. This represents a significant point of differentiation in the BPO marketplace and overall incentivisation package that will help safeguard the services we offer to our clients.

Customer service

We are acutely aware that our clients have often times entrusted IBEX with key customer support functions, thereby outsourcing mission-critical parts of their business operations. Given the impact we have on our client’s reputation, we know that customer service is a key differentiator in the marketplace, and represents a key aspect of how we manage our business. We are also aware that merely performing against our client’s requirements is the bare minimum of what we can achieve on each client’s behalf.

Therefore, after taking care of our workforce, we turn 100% of our attention to outperforming against client requirements. It is this approach, consistently applied, which differentiates us from the competition, and means that household names use us to protect and cultivate their relationships with their end customers. Overall, we want our clients to know that IBEX is dedicated to generating the best outcomes of customer satisfaction on their behalf. In each case, the metrics by which clients measure the value we add to their operations are examined daily. We are relentless when it comes to ensuring client satisfaction and the business is set up to improve constantly on our already proven successes.

Technology

IBEX uses state-of-the-art systems to service our clients’ needs and deliver the best possible service for each of them. We have consistently improved our infrastructure through investment to make sure that we run as efficiently as possible and provide the exceptionally high levels of service which our clients have come to expect.

The world of technology and connectivity moves very quickly. To that end, IBEX sees the improvement of its systems as an on-going priority for the company. By applying the latest technology developments available to us we can continually ensure that our system capability is world class. We not only make sure that we are operating existing technology as efficiently as possible, but we are always looking for ways in which we can innovate within our client delivery models. This provides us with a strategic advantage over our rivals and keeps us competitive in the market.

Director’s ReportFor the year ended 30 June 2013

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Principal risks and uncertainties

While some of the predecessor companies of the Group have been in existence for longer periods of time, the Group began commercial operations as a combined entity in 2006. The Group therefore has a comparatively short operating history which makes an evaluation of the Group’s business and prospects difficult.

The Group cannot be certain that its business strategy will be successful or that it will successfully address these or other risks that may become material. The below list details some of the risks stated in the Company’s Admission Document to the AIM market of the London Stock Exchange plc but not all. The Group’s failure to address any of the risks described below (or the risks detailed in the Company’s AIM Admission Document) could have an adverse effect on its business.

Client concentration

The Group’s business relies on relationships with a limited number of clients and any deterioration of the Group’s relationship with any particular client could have a material adverse effect on the Group’s performance.

Tax

IBEX expects to benefit from an overall effective tax rate of 7 per cent. ,following admission as a result of the Group reorganisation. There is a risk that amounts paid or received under intra-group arrangements in the past or in the future could be deemed for tax purposes to be lower or higher, as the case may be, or be disregarded for the purposes of calculating tax, which may increase the Group’s taxable income or decrease the amount of relief available to the Group with a consequential material negative effect on its financial and operating results.

Operations in international markets

As the Group has some of its operations in overseas territories, the Group has and expects to become increasingly subject to diverse local legal and regulatory requirements. Violations of these laws and regulations could result in fines and/or criminal sanctions against the Group, its officers and employees, as well as challenges to its ability to conduct its business and its ability to offer products and services in one or more countries. Such challenges could delay or prevent potential acquisitions and materially damage the Group’s reputation, brand, international expansion efforts, ability to attract and retain employees and operating results.

The Group’s success depends, in part, on its ability to anticipate these risks and manage these difficulties.

The Group is also subject to a variety of other risks and challenges in operating in various countries, including but not limited to: challenges caused by distance, language and cultural differences; general economic conditions in each country or region; fluctuations in currency exchange rates; regulatory changes; political unrest, terrorism and the potential for other hostilities; longer payment cycles and difficulties in collecting debts; overlapping tax regimes; the ability to repatriate funds held by international subsidiaries at favourable tax rates; difficulties in transferring funds from certain countries; and reduced protection for intellectual property rights in some countries. If the Group is unable to manage the international aspects of its business, its operating results and overall business may be significantly and adversely affected.

Director’s ReportFor the year ended 30 June 2013

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Ability to recruit and retain skilled personnel

The Company believes that it has appropriate incentive structures to attract and retain the calibre of employees necessary to ensure the efficient management and development of the Group. However, any difficulties encountered in hiring and retaining appropriate employees and the failure to do so may have a detrimental effect upon the trading performance of the Group. The ability to attract and retain new employees with the appropriate expertise and skills cannot be guaranteed.

Rapid growth

In order to manage the further expansion of the Group’s business and the growth of its operations and personnel, the Group may need to expand and enhance its infrastructure and technology, and improve its operational and financial systems and procedures and controls from time to time in order to be able to match that expansion, as well as procure working capital financing. There can be no assurance that the Group’s current and planned personnel, infrastructure, systems, procedures and controls will be adequate to support its expanding operations in the future or that the Group will be able to source the working capital financing required for further growth. If the Group fails to manage its expansion effectively, its business, operations and prospects may be materially and adversely affected.

Competition

Current and potential competitors of the Group may have substantially greater financial, technical and marketing resources, longer operating histories, larger customer bases, greater name recognition and more established relationships than the Group and so may be better able to compete in the Group’s target markets.

Financial risks

The Group’s activities expose it to a variety of financial risks:

• Interest rate risk• Foreign currency risk• Credit risk • Liquidity risk

Interest rate risk

Interest risk is the risk that the value of the financial instrument will fluctuate due to changes in the market interest rates. The Group is exposed to interest rate risk in respect of borrowings and bank balances. Effective interest rates and maturities are given in respective notes to the financial statements. The Company is in the process of negotiating a new working capital line of credit and expects to reduce the borrowing interest rate.

Foreign currency risk

Currency risk arises mainly where receivables and payables exist due to transactions entered into foreign currencies. The Group primarily has foreign currency exposures in Pakistan Rupee, Pound Sterling and Philippine Peso. However the majority of the transactions of the Group are denominated in United States Dollar ($) and recognised by Group entities that have a functional currency of US$. Accordingly, foreign currency exposure is not significant to the Group’s financial position and performance.

Director’s ReportFor the year ended 30 June 2013

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Concentration of credit risk

Financial instruments which potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Group’s cash and cash equivalents are held with US and foreign commercial banks. The balance at times may exceed insured limits.

Liquidity risk

Based on current operating plans, the Group believes that existing cash and cash equivalents will be sufficient to meet the Group’s anticipated operating needs through the end of September 2014. However, there are a number of assumptions built into the Group’s current operating plans. If these assumptions do not materialise, the Group may need to seek additional financing or management may need to implement a reduced spending plan to fund operations in the 2014 fiscal year.

Capital risk management

The Group manages its capital considering shareholders’ interests, and the value of the Group assets. This consists of cash and cash equivalents, debt balances (working capital line of credit, long term and short term lease liabilities) and equity attributable to equity holders. The following table summarises the capital of the Group:

30 June 2013

30 June 2012

$'000's $'000's

Borrowings 21,008 13,338

Cash and cash equivalents (10,651) (1,947)

IPO funds receivable (7,506) -

Net Debt 2,851 11,391

Equity 22,337 16,464

Total capital of the Group 25,188 27,885

The Group’s policy is to leverage a Working Capital Revolving Line of Credit to meet anticipated working capital funding requirements. These borrowings, together with cash generated from operations, may be loaned internally or contributed as equity to certain subsidiaries.

Employment of disabled persons

The Group’s policy is to comply with applicable laws regarding recruitment and employment of disabled workers. Arrangements are made, wherever possible, for making reasonable accommodations for employees who become disabled.

Political and charitable donations

No charitable and/or political donations were made by the Group or the Parent company during the year 2013 (2012:$nil).

Director’s ReportFor the year ended 30 June 2013

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Payment Policy

Payment terms are individually agreed with each supplier. The Group abides by the terms if there is a satisfactory performance by the suppliers.

Going concern

On 5 September 2013, one of the subsidiaries of the Group signed a Term Sheet with Fifth Third Bank (FTB) for a new $35 million revolving line of credit (RLOC) to replace the Capital Source Bank (CSB) $20 million RLOC. The FTB Term Sheet is not a commitment to lend but does include expected key terms to be included in the FTB (New Agreement) and a proposed closing date on or prior to 1 November 2013. In addition to an increase in overall availability, the FTB facility has an expected interest rate of approximately 3% (a reduction of over 60% from the current CSB line) which, going forward, will have a positive effect on our profit before tax and earnings per share and the creation of shareholder wealth. Initially, the anticipated funding will be used to cover all transaction expenses, including the CSB early termination fee. The subsidiary of the Group expects certain financial performance covenants customary of these facilities, and the ability to increase the facility as needed for future business expansion.

The Group has only deployed $1.5m of the funds raised to reduce the debt and will use the remaining funds raised from the IPO for Corporate uses, including but not limited, to paying down the debt. As a result, the directors have considered the adequacy of the Group’s resources to meet its demands as they fall due for the foreseeable future and concluded that it is appropriate to prepare these financial statements on the going concern basis.

Auditor

A resolution proposing the re-appointment of Grant Thornton UK LLP will be put to the shareholders at the forthcoming Annual General Meeting.

Statement of disclosure to auditor

Each of the persons who is a director at the date of approval of this report confirms that:a. So far as they are aware, there is no material relevant audit information of which the Company’s auditor is unaware; and b. They have taken all the steps that they ought to have taken as directors in order to make themselves aware of any material relevant audit information and to establish that the Company’s auditor is aware of that information.

IBEX owes its continuing success not just to the management team but also to our employees across all roles within the Group. The quality and dedication of our staff is what differentiates us from the competition and delivers the best, most well informed and professional service for our client base. I would therefore like to thank every member of the IBEX team for their on-going support and efforts. Galvanised by our successful IPO on AIM, we remain true to our core values (Integrity, Transparency, Excellence and Respect) and look forward to a bright future for the entire IBEX family.

By order of the board

Steve Kezirian Karl GabelChief Executive Officer Chief Financial Officer Date: 1 October 2013 Date: 1 October 2013

Director’s ReportFor the year ended 30 June 2013

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Financial Aspects of corporate governance

The Directors recognise the importance of sound corporate governance and confirm that, following Admission, they intend to comply with the Corporate Governance Guidelines (as devised by the QCA in consultation with a number of significant institutional small company investors), to the extent appropriate for a company of its nature and size. The Board also proposes to follow, as far as practicable, the recommendations on corporate governance of the QCA for companies with shares traded on AIM.

This approach to corporate governance was proposed by the QCA as it considers the UK Corporate Governance Code to be inappropriate to many AIM companies. The Corporate Governance Guidelines state that, “The purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term.”

Following Admission, the Board will meet at least four times per year to review, formulate and approve the Company group’s strategy, budgets, and corporate actions and oversee the Company’s progress towards its goals. It has established audit, nomination and remuneration committees with formally delegated duties and responsibilities and with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises.

Audit Committee

The audit committee will meet formally at least four times a year and otherwise as required. It will be responsible for ensuring that the financial performance of the Group is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by the external auditor and advising on the appointment of external auditors.

Remuneration Committee

The remuneration committee is expected to meet at such times as required, and not less than twice a year. Executive Directors may attend meetings at the committee’s invitation. The remuneration committee has responsibility for determining, within agreed terms of reference, the Group’s policy on the remuneration packages of senior executives and specific remuneration packages for Executive Directors. This includes agreeing with the Board the framework for remuneration of the CEO, all other Executive Directors, the Company Secretary and such other members of the executive management of the Group as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentives, pension rights and compensation payments. It is also responsible for making recommendations for grants of options under the

Share Option Plans

The remuneration of Non-executive Directors is a matter for the Board. No Director may be involved in any discussions as to their own remuneration. From time to time the remuneration committee may consult with shareholders on remuneration matters, regardless of any regulatory requirement or governance guideline recommendation to do so.

Corporate Governance ReportFor the year ended 30 June 2013

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14

Nomination Committee

The nomination committee will be an ad hoc committee constituted by the Board as and when required. When constituted it will be chaired by an independent member of the Board. It will have responsibility for reviewing the balance of the Board including its skills and experience, the state of the business and its leadership needs, and give full consideration to succession planning. It will also have responsibility for recommending new appointments to the Board.

Relations with shareholders

Communication with shareholders is given a high priority by the Board and the directors are available to enter into dialogue with shareholders. All shareholders are encouraged to attend and vote at the Annual General Meeting during which the Board is available to discuss issues affecting the Company.

Corporate Governance ReportFor the year ended 30 June 2013

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Directors’ responsibilities

In accordance with UK Companies law, a Company cannot file its first set of financial statements for a period of less than 6 months. As IBEX Global Solutions Plc was incorporated on 26 March 2013, the first filing date will be 30 June 2014. As such, these are non-statutory financials statements.

Whilst these are non-statutory financial statements, the responsibilities of directors for the preparation of statutory financial statements are listed below.

The directors are responsible for preparing the directors’ report along with the Group and parent company financial statements in accordance with applicable law and regulations. Their responsibilities on that basis are set out below.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the non-statutory Group and the parent company financial statements in accordance with International Financial Reporting Standards (lFRS) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the parent company and of the profit or loss of the Group and the parent company for that period.

In preparing these financial statements, the directors are required to:

• Select suitable accounting policies and then apply them consistently;

• Make judgements and accounting estimates that are reasonable and prudent;

• State whether applicable accounting standards have been followed subject to any material departures disclosed and explained m the financial statements;

• Prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group and the parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s and Group’s transactions and which disclose with reasonable accuracy at any time the financial position of the parent Company and the Group. The directors are also responsible for the parent Company’s and Group’s system of internal financial controls, safeguarding the assets of the parent Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Website publication

The directors are responsible for ensuring the availability of annual report and the financial statements on website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements. The maintenance and integrity of the Company’s website is also the responsibility of the directors. The directors’ responsibility also extends to the on-going integrity of the financial statements contained therein.

Statement of Director’s Responsibilities For the year ended 30 June 2013

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We have audited the financial statements of IBEX Global Solutions Plc for the year ended 30 June 2013 which comprise the group and parent company statement of financial position, the group and parent company statements of comprehensive income, the group and parent company statements of cash flow, the group and parent company statements of changes in equity and the related notes. The financial reporting framework that has been applied in their preparation is International Financial Reporting Standards (IFRSs) as adopted by the European Union.

This report is made solely to the company’s members, as a body, in accordance with the terms of our engagement as set out in our engagement letter dated 22 August 2013. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Directors’ Responsibilities Statement set out on page 14, the directors are responsible for the preparation of the financial statements which give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the APB’s website at www.frc.org.uk/apb/scope/private.cfm.

Opinion on financial statements

In our opinion the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30 June 2013 and of the group’s and the parent company’s loss for the year then ended in accordance with IFRSs as adopted by the European Union.

Other matter

IBEX Global Solutions Plc was incorporated on 26 March 2013 and in accordance with UK Companies law, cannot file financial statements for a period of less than six months. However, the directors have elected to prepare these non-statutory financial statements. As explained in note 2, the non-statutory financial statements for the group for the year ended 30 June 2013 include comparatives for the year ended 30 June 2012. As this is the first time that financial statements have been prepared for IBEX Global Solutions Plc the comparatives for the year ended 30 June 2013 are unaudited.

Grant Thornton UK LLPStatutory Auditor, Chartered AccountantsEdinburgh1 October 2013

Independent Auditor’s Report to themembers of IBEX Global Solutions PlcFor the year ended 30 June 2013

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Group Company

un-audited un-audited

Notes30 June 30 June 30 June 30 June

2013 2012 2013 2012

Continuing operations $'000's $'000's $'000's $'000's

Revenue 5 141,506 105,415 - -

6Cost of sales 120,729 91,130 - -

Gross profit 20,777 14,285 - -

Selling, general and administrativeexpenses 6 19,186 16,614 86 -

Exceptional items 7 16,700 - 55 -

35,886 16,614 141 -

Operating loss (15,109) (2,329) (141) -

Other (expenses) / income:

Finance costs 8 (1,924) (1,718) - -

Loss before taxation 9 (17,033) (4,047) (141) -

Income tax benefit / (expense) 29 1,513 (162) 34 -

Net loss for the year attributable tothe equity holders of the parent (15,520) (4,209) (107) -

Other comprehensive income / (loss):

Foreign currency translationadjustment 344 (29) 161 -

Total comprehensive (loss) / incomeattributable to equity holders of theparent (15,176) (4,238) 54 -

Loss per share attributable to equityholders of the parent

Basic/diluted loss per share 30 (0.480) (0.131) (0.003) -

The accompanying notes are an integral part of these consolidated financial statements.

Statement of Comprehensive Income For the year ended 30 June 2013

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18

Group Company

un-audited un-audited un-audited

Notes30 June 30 June 1 July 30 Jun 30 Jun

2013 2012 2011 2013 2012

Assets $'000's $'000's $'000's $'000's $'000's

Non-current assets

Goodwill 10 8,644 8,644 8,644 - -

Other intangible assets 11 602 706 742 - -

Property, plant and equipment 12 4,005 3,991 4,238 - -

Investments in subsidiaries 13 - - - 48,000 -

Deferred tax asset 29 879 - - 34 -

Other non-current assets 14 3,846 2,290 2,001 1,203 -

Total non-current assets 17,976 15,631 15,625 49,237 -

Current assets:

Trade and other receivables 15 39,250 19,009 18,829 8,247 -

Deferred expenses 841 1,510 1,426 - -

Due from affiliates 31 1,762 13,689 11,855 682 -

Cash and cash equivalents 16 10,651 1,947 828 7,294 -

Total current assets 52,504 36,155 32,938 16,223 -

Total assets 70,480 51,786 48,563 65,460 -

Equity and liabilities

Equity attributable to owners of the parent

Ordinary shares 17 602 1,464 1,464 602 -

Share premium 14,479 39,850 37,786 14,479 -

Capital redemption reserve 18 48,530 - - 48,530

Other reserves (79) 825 695 195 -

Accumulated loss (41,195) (25,675) (21,466) (107) -

Total equity 22,337 16,464 18,479 63,699 -

Non-current liabilities:

Deferred tax liabilities 29 - 759 704 - -

Deferred revenue – non-current portion 495 195 404 - -

Obligation under finance lease – non-current portion 20 313 676 174 - -

Due to affiliates - long portion 31 1,535 3,439 3,358 - -

Other 21 1,292 1,017 669 - -

Total non-current liabilities 3,635 6,086 5,309 - -

Current liabilities:

Line of credit 22 19,888 11,983 11,158 - -

Obligation under finance lease – current portion 20 807 679 94

Trade and other payables 23 21,689 14,648 11,637 777 -

Deferred revenue - current portion 1,158 1,800 1,556 - -

Due to affiliates - current portion 31 966 126 330 984 -

44,508 29,236 24,775 1,761 -

Total liabilities 48,143 35,322 30,084 1,761 -

Total equity and liabilities 70,480 51,786 48,563 65,460 -

The accompanying notes are an integral part of these consolidated financial statements

These financial statements were approved for issue by the Board of Directors on 1 October 2013 and were signed on its behalf by

_________________________________ _________________________________Steve Kezirian Karl GabelChief Executive Officer Chief Financial Officer

Statement of Financial PositionFor the year ended 30 June 2013

Page 23: Download Annual Report 2013

19

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Page 24: Download Annual Report 2013

20

Group Company

Notes30 June

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201230 June

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2012$'000's $'000's $'000's $'000's

Cash flows from operating activities

Net cash used in operating activities 32 (10,457) 1,502 (7,525) -

Interest paid (1,924) (1,718) - -

Taxes paid (340) (419) - -

Net cash flow from operating activities (12,721) (635) (7,525) -

Cash flows from investing activities

Purchases of property, plant and equipment (1,498) (466) - -

Additions to intangible assets (88) (312) - -

Proceeds for sale of assets 10 - - -

Net cash used in investing activities (1,576) (778) - -

Cash flows from financing activities

Net receipt on line of credit - Cap Source 7,905 11,983 - -

Repayments on line of credit - (11,158) - -

Grants received 224 514 - -

Investment from parent company 669 2,064 - -

IPO investment 14,624 - 14,624 -

Payments on capital lease obligations (914) (849) - -

Net cash provided by financing activities 22,508 2,554 14,624 -

Effect of exchange rate change on cash and cash equivalents

493 (22) 195 -

Net increase in cash and cash equivalents 8,704 1,119 7,294 -

Cash and cash equivalents, beginning of period

1,947 828 - -

Cash and cash equivalents, end of period 16 10,651 1,947 7,294 -

The accompanying notes are an integral part of these consolidated financial statements.

Statement of Cash FlowsFor the year ended 30 June 2013

Page 25: Download Annual Report 2013

21

(1) Nature of the business

IBEX Global Solutions Plc (the Holding Company) was incorporated on 26 March 2013 as IBEX Global Solutions Limited and was re-registered as a public limited company on 4 June 2013. The Holding Company was incorporated under the Companies Act 2006 with a financial year end of 30 June. On 28 June 2013 the Holding Company was admitted to trade on the Alternative Investment Market (AIM), a market operated by the London Stock Exchange Plc.

IBEX Group (the Group) is a global portfolio of companies in the contact centre and related business process outsourcing (BPO) business, with operations in the United States, Philippines, United Kingdom, Pakistan and Senegal. Service offerings include customer care support, business and consumer inbound and outbound telesales and technical support services. IBEX Group also offers enabling technology solutions including Interactive Voice Response (IVR).

The IBEX Group consists of:

Notes to the Financial Statements For the year ended 30 June 2013

Holding company Location

IBEX Global Solutions Plc(Holding company)

UK

30 June 2013

Subsidiaries LocationPercentage of holding in ordinary shares (%)

Reporting Year

Lovercius Consultants Limited(IBEX Cyprus)

Cyprus 100% June 2013

IBEX Global Europe S.a.r.l.(IBEX Luxembourg)

Luxembourg 100% June 2013

TRG Customer Solutions, Inc. (trading as IBEX Global Solutions, Inc.)

USA 100% June 2013

TRG Customer Solutions (Canada) Inc. Canada 100% June 2013

TRG Marketing Solutions Limited UK 100% June 2013

Virtual World (Private) Limited Pakistan 100% June 2013

IBEX Philippines Inc.(formerly TRG Philippines Inc.)

Philippines 100% June 2013

IBEX Global Solutions PH(formerly TRG Global Solutions Inc.)

Philippines 100% June 2013

TRGCS Philippines Inc. Philippines 100% June 2013

The Resource Group Senegal SA Senegal 100% December 2012

IBEX Global Solutions (Private) Limited Pakistan 100% June 2013

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22

(2) Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (including International Accounting Standards (IAS)) “IFRS” and International Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted by the European Union (IFRS as adopted by the EU) and the Companies Act 2006 applicable to companies reporting under IFRS. In accordance with UK Companies law, a Company cannot file its first set of financial statements for a period of less than 6 months. As IBEX Global Solutions Plc. was incorporated on 26 March 2013, the first filing date will be 30 June 2014. As such, these are non-statutory financials statements.

The consolidated financial statements have been prepared under the going concern assumption.

The Resource Group International Limited (TRGI) incorporated IBEX Global Solutions Plc on 26 March 2013. On 31 March 2013 IBEX Global Solutions Plc acquired 100% ownership of various subsidiaries (listed above – referred as “the Continuing Business Entities”) from TRGI and issued its shares in exchange. Prior to this transaction TRGI directly controlled each of the Continuing Business Entities and by virtue of its controlling interest in IBEX Global Solutions Plc continues to control the Continuing Business Entities. As common control transactions are outside the scope of IFRS 3 (Business Combinations) the management has, as required by IAS 8 (Accounting Policies, Change in Accounting Estimates and Errors), used its judgement in developing and applying an accounting policy which reflects the economic substance of the transaction to account for the Continuing Business Entities.

The management consider spooling of interest method of accounting to be appropriate to account for the combination of various subsidiaries with the Holding Company. As a result, the Holding Company and its subsidiaries are presented as if they have legally been a group of companies for all periods presented. The following accounting principles are applied:

- the assets and liabilities of the Holding Company and its subsidiaries are recorded at book value

- intangible assets and contingent liabilities are recognised only to the extent that they were recognised by the acquiree in accordance with applicable IFRS and

- no goodwill is recorded.

These financial statements therefore represent a continuation of the financial statements of Continuing Business Entities with the Holding Company as the reporting entity. Comparatives for the year ended 30 June 2012 relate solely to the Continuing Business Entities. The financial statements for the year ended 30 June 2013 are the first financial statements prepared by the Group in accordance with IFRS. As such, they take account of the requirements and options in IFRS 1 (First-time Adoption of International Financial Reporting Standards) as they relate to the comparative financial information for the year ended 30 June 2012 included therein. The Group’s transition date to IFRS was 1 July 2011.

(3) Ultimate parent undertaking and controlling entityThe ultimate parent entity is TRGI incorporated in Bermuda. The parent company of the largest group to include the IBEX Group in its consolidated financial statements is TRGI and its financial statements are not publically available. The ultimate controlling party of the Group are the directors of TRGI.

Notes to the Financial Statements For the year ended 30 June 2013

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23

(4) Summary of significant accounting policies

(a) Basis of consolidationThe consolidated financial statements of the Group comprise the financial statements of the Holding Company and its subsidiaries listed in note 1. The financial statements of the Holding Company and its subsidiaries are prepared up to the same reporting date and are combined on a line-by-line basis. All intercompany balances, transaction and related unrealised profits and losses are eliminated on consolidation.

The acquisition method of accounting is used to account for the acquisition of the subsidiaries by the group (except for common control transaction disclosed in note 2 above). On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. The cost of acquisition is measured at fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the acquisition date.

Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired is credited to the consolidated statement of comprehensive income in the period of acquisition. The interest of non-controlling shareholders is stated at the non-controlling shareholders’ proportion of the fair values of assets and liabilities and contingent liabilities recognised.

(b) Basis of measurementThese consolidated financial statements have been prepared on the basis of the historical cost convention, except as otherwise disclosed.

(c) Functional and presentation currencyItems included in the financial statements of each of the Group entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’).

The functional currency for each entity included in the consolidated financial statements is as follows:

Entity Functional currency

TRG Customer Solutions, Inc. (trading as IBEX Global Solutions, Inc.) US Dollar

TRG Customer Solutions (Canada) Inc. Canadian Dollar

IBEX Global Solutions Plc. / TRG Marketing Solutions Limited Pound Sterling

IBEX Global Solutions (Private) Limited / Virtual World (Private)Limited Pakistan Rupee

IBEX Philippines Inc. / IBEX Global Solutions PH/`TRGCS Philippines Inc. Philippine Peso

TRG Senegal SA CFA Franc

Lovercius Consultants Limited / IBEX Global Europe S.a.r.l. Euro

Notes to the Financial Statements For the year ended 30 June 2013

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24

Unit of CurrencyConversion Rate US$ Conversion Rate US$

30 June 2013 30 June 2012

Pound Sterling 1.5211 1.5617Pakistan Rupee 0.01003 0.01058Philippine Peso 0.02315 0.02375CFA Franc 0.00198 0.00186Canadian Dollar 1.05207 1.02501Euro 0.7688 0.7951

(d) Foreign currency translationThe results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) assets and liabilities are translated at the closing exchange rate at the year-end;

(ii) income and expenses are translated being an approximation to actual; and

(iii) all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign subsidiaries are taken to other comprehensive income. When a foreign subsidiary, branch or operation is sold, exchange differences that were recorded in equity are recognised in profit and loss in the consolidated statement of comprehensive income.

(e) Foreign currency transactionsForeign currency transactions of the Group entities are translated into their respective functional currencies at the rates of exchange approximating to those prevailing on the date of transaction. Monetary assets and liabilities in foreign currencies are retranslated into their respective functional currencies at the rates of exchange at each year end. Exchange gains and losses are included in the consolidated statement of comprehensive income within selling, general and administrative expenses.

(f) Segment reportingThe Group has one operating segment, being the provision of contact centre and related business process outsourcing services.

The single operating segment has been identified on the basis of internal reports that are regularly reviewed by the Chief Operating Decision Maker to allocate resources and assess performance. Executive management, being the executive leadership team, is considered to be the Chief Operating Decision Maker.

(g) Revenue recognitionRevenue is measured at the fair value of consideration received or receivable, excluding rebates, discount and related taxes.

Notes to the Financial Statements For the year ended 30 June 2013

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25

Revenue from call centre services is recognised as the services are performed on the basis of the number of billable hours or other contractually agreed metrics.

Revenue from inbound and outbound telephonic and internet based communication services that are customised to the customers’ needs is recognised at the contractual rates as services are provided.

Revenue for the initial training that occurs upon commencement of a new client contract is deferred over the estimated life of the client program and matched against the associated expenses if that training is billed separately to a client. Training revenue is then amortised on a straight-line basis over the life of the client contract as it is not considered to have a standalone value to the customer. The related incremental direct expenses are deferred and charged to selling, general and administrative expenses on a straight line basis over the life of the client contract as the related revenue is recognised. These incremental direct expenses relate directly to each contract, generate or enhance resources that will be used in satisfying performance obligations in the future and are expected to be recovered in full.

(h) GrantsGovernment grants are recognised at fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are recognized in the consolidated statement of comprehensive income over the period necessary to match the corresponding costs that are intended to be compensated. These are netted off against the relevant costs in the consolidated statement of comprehensive income.

Government grants relating to property, plant and equipment are deducted from the assets carrying value resulting in a lower depreciation charge over the life of the asset.

(i) GoodwillGoodwill arising as a result of a business combination represents the excess of the cost of the business combination over the Group’s interest in the net fair value of identifiable assets and liabilities of the acquired business at the date of acquisition. Goodwill is initially recognised as an asset at cost and subsequently measured at cost less impairment in value, if any.

Goodwill is tested for impairment on an annual basis and also when there is an indication of impairment. Impairment losses on goodwill are not reversed. On disposal of an entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.

Notes to the Financial Statements For the year ended 30 June 2013

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(j) Intangible assets

SoftwareSoftware which can be separately identifiable is capitalised as an intangible asset at cost of acquisition and then amortised over its estimated useful life of three years on a straight line basis.

TrademarksTrademarks considered as intangible assets are capitalised at cost of acquisition. Trademarks with an indefinite useful life are not amortised but are tested for impairment annually.

PatentsPatents are capitalised at cost of acquisition and amortised over their estimated useful life of four years on a straight line basis.

Intangible assets are stated at cost less accumulated amortisation and impairment in value, if any. Amortisation is included within depreciation and amortisation in cost of sales and selling, general and administrative expenses. Useful lives of intangible assets, other than goodwill, are reviewed at each year end and adjusted if the impact on amortisation is significant.

Gains and losses on the disposal of intangible assets are taken to the consolidated statement of comprehensive income. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated intangible assets which do not meet the IAS 38 criteria as development costs, is recognised in the consolidated statement of comprehensive income as incurred.

(k) Property, plant and equipmentProperty, plant and equipment are recorded at historical cost reduced by the value of grants received that are used to acquire the property, plant and equipment, where applicable. Depreciation is provided using the straight line method over the estimated useful lives or the shorter of estimated useful life or lease term for leased assets.

Leasehold improvements 33% (or period of the lease if shorter)

Furniture and fittings 20%

Computers, communications and office equipment 20% - 50%

Vehicles 20%

Expenditure for maintenance, repairs and improvements that do not prolong the useful life of an asset is charged to operations as incurred. Additions and improvements that substantially extend the useful life of an asset are capitalised. Any tenant allowance received is recognised as deferred income or reduces the value of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Gains and losses on disposals are determined by comparing the sale proceeds with the carrying amount of the relevant assets. These are recognised in the consolidated statement of comprehensive income.

Notes to the Financial Statements For the year ended 30 June 2013

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(l) AssetssubjecttofinanceleasesLeases of property, plant and equipment, where the Group has substantially all the risks and rewards of ownership, are classified as finance leases. Assets subject to finance lease are initially recorded at the lower of the present value of minimum lease payments under the lease agreements and the fair value of the leased assets. The related obligation under the lease less financial charges allocated to future periods is shown as a liability. Finance lease obligations are secured by the related assets held under finance leases.

The financial charges are allocated to accounting periods in a manner so as to provide a constant periodic rate of charge on the outstanding liability.

Depreciation on finance lease assets is provided on a straight line basis over the lesser of their estimated useful life or the lease term.

(m) Operating leasesLeases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated statement of comprehensive income on a straight-line basis over the lease term.

(n) Financial instrumentsFinancial assets and financial liabilities are recognised at the time when the Group becomes a party to the contractual provisions of the instrument.

Financial assets

The Group considers its financial assets to comprise cash, deposits and various other receivable balances that arise from its operations.Trade receivables, deposits and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are initially recorded at fair value and subsequently at amortised cost using the effective interest rate method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

The carrying amount of the financial asset is reduced by any impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectable, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in the consolidated statement of comprehensive income. If in a subsequent period the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through the consolidated statement of comprehensive income to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

Notes to the Financial Statements For the year ended 30 June 2013

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The Group derecognises a financial asset or a portion of financial asset when, and only when, the contractual rights to the cash flows from the assets expire; or it transfers the financial asset and substantially all of the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all of the risks and rewards of ownership and continues to control the asset, the Group recognises its retained interest in the asset and associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateral borrowing for the proceeds received.

Financial liabilities

Financial liabilities are initially measured at fair value and are classified according to the substance of the contractual arrangement entered into. Financial liabilities are subsequently measured at amortised cost. The Group’s financial liabilities comprise trade payables, borrowings and other payables balances that arise from its operations. They are classified as “financial liabilities measured at amortised cost”. Finance charges are accounted for on an accruals basis in the consolidated statement of comprehensive income using the effective interest rate method and are added to the carrying amount of the investment to the extent that are not settled in the period in which they arise. The Group derecognises financial liabilities when the Group’s obligations are discharged, cancelled or they expire.

(o) Impairmentofnon-financialassetsThe carrying amounts of the Group’s assets are reviewed at each year end to determine whether there is any indication of impairment loss. If any such indication exists, the asset’s recoverable amount is estimated in order to determine the extent of the impairment loss, if any. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost to sell and value in use. Impairment losses are charged to the consolidated statement of comprehensive income in selling, general and administrative expenses. During the years ended 30 June 2013 and 30 June 2012 no impairment was recorded.

(p) AffiliatedcompaniesAffiliated companies represent the companies under the common control of the ultimate parent company TRG International Limited.

(q) Cash and cash equivalentsCash and cash equivalents consist of cash and cheques in hand and bank deposits available on demand.

(r) Share capitalOrdinary shares are classified as equity. Equity instruments issued are recorded at the proceeds received, net of direct issue costs.

(s) Employee stock option planThe ultimate parent entity, TRGI, maintains a Stock Option Plan (the Plan), which authorises the granting of stock options to certain employees of the Group to acquire Ordinary Shares and restricted stock awards (Company Options) over 4,301,890 Ordinary Shares of the parent company. Each subsidiary recognises as an expense the services acquired related to the Plan

Notes to the Financial Statements For the year ended 30 June 2013

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for the options granted to its employees over the vesting period with a corresponding increase in the equity.For cash settled share based payment plans, each subsidiary recognises an expense for the services acquired over the vesting period and liability incurred at the fair value of the liability. The entity re-measures the fair value of the liability at the end of each reporting period until the date of settlement, with any changes in value recognised in profit or loss for the period. Any cancellations of the plan are treated as acceleration of vesting period and any remaining expense is recognised immediately.

(t) RetirementbenefitsThe subsidiaries of the Company maintain their individual retirement benefit plans as follows:TRG Customer Solutions Inc. maintains the defined contribution TRG 401(k) Plan (the Plan), formerly known as the TRG Customer Solutions, Inc. 401(k) Retirement Savings Plan. The Plan was amended effective 1 January, 2010 to: (i) comply with Economic Growth and Tax Relief Reconciliation Act; (ii) eliminate the hardship withdrawal provision; (iii) change the eligibility to make Elective Deferrals; (iv) change the Vesting Service to the Elapsed Time Method; and (v) rename the Plan to the TRG 401(k) Plan. The plan is a single employer plan including the affiliated companies: TRG iSky, Inc., TRG Holdings, LLC, TRG Field Solutions, Inc., TRG Satmap, Inc., Digital Globe Services and Stratasoft, Inc. Employees who meet certain eligibility requirements, as defined, are able to contribute up to federal annual maximums. The Plan provides for company matching contributions of 25% of the first 6% of employee contributions to the Plan, which vests 25% per year over a four year period. The company contributions to the plan for the fiscal years ended 30 June 2013 and 30 June 2012 were $36,000and $34,000 respectively.

IBEX Philippines Inc. operates an unfunded defined benefit plan. Under the plan, pension costs are actuarially determined using the projected unit credit method. This method considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation. Gains or losses on the curtailment or settlement of pension benefits are recognised when the curtailment or settlement occurs. Actuarial gains and losses are recognised as income or expenses when the net cumulative unrecognised actuarial gains and losses for the retirement plan at the end of the previous reporting period exceed 10% of the higher of the present value of the defined benefit obligation and the fair value of plan assets. These gains and losses are recognised over the expected average remaining working lives of the employees participating in the plan. Otherwise, the actuarial gain or loss is not recognised. When the benefits of the pension plan are improved, the portion of the increased benefit relating to past service by employees is recognised in the consolidated statement of comprehensive income on a straight line basis over the average period until the benefits become vested. To the extent that the benefits vest immediately, the expense is recognised immediately in the consolidated statement of comprehensive income.

Virtual World (Private) Limited operates a defined contribution plan (i.e. recognised provident fund scheme) for all its permanent employees. Equal monthly contributions at the rate of 6.5% of the basic salary are made to Provident Fund (“the Fund”) both by the subsidiary and employees. The assets of the fund are held separately under the control of Trustees. Contributions made by the subsidiary are charged to the consolidated statement of comprehensive income.

IBEX UK Limited operates the Axa Insurance Personal Pensions Scheme. This is a defined contribution plan under which the subsidiary makes contributions for some employees.

Notes to the Financial Statements For the year ended 30 June 2013

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(u) Taxation

Current taxationThe charge for current taxation is based on taxable income at the current rates of taxation of the respective countries of incorporation of the Group entities after taking into account applicable tax credits, rebates and exemptions available, if any.Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred taxationDeferred tax is provided on all temporary differences at each year / period end, between the tax base of the assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences and unused tax losses to the extent that it is probable that the deductible temporary differences will reverse in the future and sufficient taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilised. However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

The carrying amount of all deferred tax assets is reviewed at each year and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax assets to be utilised.Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the tax rates (and tax laws) that have been enacted or substantively enacted at the date of statement of financial position.

(v) Borrowing costsBorrowing costs relating to the acquisition, construction or production of a qualifying asset are recognised as part of the cost of that asset. All other borrowing costs are recognised as an expense in the period in which they are incurred.

(w) Investment in subsidiariesInvestment in subsidiaries is carried at cost and tested for impairment on an annual basis.

(x) Use of estimates and judgementsThe preparation of the consolidated financial statements requires the use of certain critical estimates that affect the reported amounts of assets and liabilities, revenues and expenses. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Notes to the Financial Statements For the year ended 30 June 2013

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In the process of applying Group’s accounting policies, management has made the following estimates and judgements which are significant to the consolidated financial statements:

Recognition of training revenue and associated incremental direct expensesManagement have considered a number of alternative options for the recognition of training revenue and associated incremental direct expenses and following this review they have concluded the following:

- as training revenue does not have a standalone value to the customer it should be amortised on a straight line basis over the life the client contract.

- as incremental direct expenses relate directly to each customer contract, generate or enhance resources that will be used in satisfying performance obligations in the future and are expected to be recovered in full they should be deferred and amortised on a straight line basis over the life of the client contract.

Impairment of goodwillThe calculation for considering the impairment of the carrying amount of goodwill requires a comparison of the present value of the cash-generating units to which goodwill has been allocated, to the value of goodwill and the associated assets in the balance sheet. The calculation of present value requires an estimate of the future cash flows expected to arise from the cash generating unit, the selection of a suitable discount rate and terminal value.The key assumptions made in relation to the impairment of goodwill are set out in Note 10.

StaffretirementplansandotheremployeebenefitsThe net defined benefit pension plan assets or liabilities are recognised in the Group’s consolidated statement of financial position. The determination of the position requires assumptions to be made regarding inter alia future salary increases, mortality, discount rates and inflation. The key assumptions made in relation to the pension plans are set out Note 28.

Provision for taxationManagement has estimated the standalone tax position of Group entities for inclusion in this financial information. The key assumptions made in relation to tax provisioning are set out in Note 31.

(y) Exceptional itemsExceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature and amount.

Notes to the Financial Statements For the year ended 30 June 2013

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(z) Standards, Interpretations and Amendments not yet effectiveThe following standards, amendments and interpretations of approved accounting standards will be effective for accounting periods beginning on or after 1 January 2013:

IAS 19 Employee Benefits (amended 2011) - (effective for annual periods beginning on or after 1 January 2013). The amended IAS 19 includes amendments that require actuarial gains and losses to be recognised immediately in other comprehensive income; this change will remove the corridor method and eliminate the ability for entities to recognise all changes in the defined benefit obligation and in plan assets in the consolidated statement of comprehensive income, which currently is allowed under IAS 19; and that the expected return on plan assets recognised in the consolidated statement of comprehensive income is calculated based on the rate used to discount the defined benefit obligation. The Group’s policy is to account for actuarial gains and losses using the corridor method and with the change unrecognised actuarial gains amounting to $193,845 and $133,515 at 30 June 2013and 30 June 2012would need to be recognised in the consolidated statement of comprehensive income.

IAS 27 Separate Financial Statements (2011) - (effective for annual periods beginning on or after 1 January 2014). IAS 27 (2011) supersedes IAS 27 (2008). Three new standards IFRS 10 - Combined Financial Statements, IFRS 11 - Joint Arrangements and IFRS 12- Disclosure of Interest in Other Entities dealing with IAS 27 would be applicable effective 1 January 2013. IAS 27 (2011) carries forward the existing accounting and disclosure requirements for separate financial statements, with some minor clarifications. The amendments have no impact on consolidated financial statements of the Group.

(5) Operating segmentsThese consolidated financial statements have been prepared on the basis of a single operating segment. Whilst the group operates in different locations, there are no multiple products or lines of services upon which the results reported to the chief operating decision maker are segregated and analysed.

91.62% and 90.81% of the total revenue was earned from customers in the United States of America for the years ended 30 June 2013 and 30 June 2012 respectively.

Notes to the Financial Statements For the year ended 30 June 2013

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The following table summarises those nonrelated party customers with revenue or accounts receivable in excess of 5% total revenue or total receivables for the years ended 30 June 2013 and 30 June 2012 respectively. The revenue analysis below does not form part of the Group’s segmental reporting but is provided voluntarily.

30 June 2012Revenue Accounts receivable

Amount Percentage of total Amount Percentage of total$000's % $000's %

Client 2 41,966 30 9,113 32Client 3 41,960 30 11,170 39Client 4 12,853 9 1,745 6Client 5 3,772 3 356 1Client 6 8,570 6 1,914 6

109,121 78 24,298 84Other 32,385 22 4,521 16

141,506 100 28,819 100

30 June 2012

Revenue Accounts receivableAmount Percentage of total Amount Percentage of total

$000's % $000's %

Client 1 11,295 11 - -Client 2 26,335 25 4,936 28Client 3 17,023 16 4,839 27Client 4 16,818 16 2,266 13Client 5 5,911 6 817 5

77,382 74 12,858 73Other 28,033 26 4,800 27

105,415 100 17,658 100

Client 1 does not represent 5% of revenues or receivables as of 30 June 2013. Above clients are Fortune 100 and/or Fortune 500 companies.

Details of segment assets and liabilities can be found in the consolidated statement of financial position.

Revenues are attributed to geographic areas based upon the location in which the sale originated. IBEX Global Solutions Plc is domiciled in the United Kingdom.

Notes to the Financial Statements For the year ended 30 June 2013

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Non-current assets located outside of the United Kingdom comprises majority of assets of TRG Customer Solutions Inc., IBEX Philippines Inc. and IBEX Global Solutions (Philippines) Inc. at 30 June 2013 and 30 June 2012 as follows:

30 June 30 June

2013 2012

$'000's $'000's

TRG Customer Solutions, Inc. 13,413 13,034

IBEX Philippines Inc. (formerly TRG Philippines Inc.) 1,266 1,226

IBEX Global Solutions PH (formerly TRG Global Solutions Inc.) 1,211 914

15,890 15,174

(6) Expenses by nature

Group Company30 June 30 June 30 June 30 June

2013 2012 2013 2012$'000's $'000's $'000's $'000's

Employee benefit expenses (note 27) 113,243 83,761 - -

Depreciation and amortisation 2,311 3,117 - -

Foreign exchange losses 273 194 - -

Other expenses 24,088 20,672 86 -

139,915 107,744 86 -

Analysed as:

Cost of sales 120,729 91,130 - -

Selling, general and administrative expenses 19,186 16,614 86 -

139,915 107,744 86 -

(7) Exceptional items

Group Company

30 June 30 June 30 June 30 June

2013 2013 2013 2013

$'000's $'000's $'000's $'000's

Cost related to admission to the London Stock Exchange

1,030 - 55 -

Affiliates balances written off 15,670 - - -

16,700 - 55 -

Notes to the Financial Statements For the year ended 30 June 2013

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On 30 March 2013, TRG Customer Solutions Inc. IBEX Philippines Inc. and IBEX Global Solutions (Philippines) Inc. wrote off its balances with other affiliates as follows:

30 June2013

Due from affiliates (net) $000'sTRG Holdings LLC 461Alert, Inc. 944TRG Marketing Services, Inc. 10,605TRG ISKY, Inc. 390BPO Solutions, Inc. 3,291Total 15,691

Due to affiliatesStratasoft, Inc. (21)

Net write-off amount 15,670

(8) Finance costs

30 June2013

30 June2012

$'000's $'000's

Interest on bank borrowings 1,774 1,531

Factoring fees 5 6

Finance charges on leased assets 134 162

Bank charges 11 19

1,924 1,718

Notes to the Financial Statements For the year ended 30 June 2013

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(9) Loss before income taxesLoss before income taxes is stated after charging:

30 June2013

30 June2012

$'000's $'000'sOperating lease expensesLand and buildings 6,362 5,784

Auditor’s remunerationAudit of parent company and consolidated financial statements 33 -Audit of company’s subsidiaries pursuant to legislation 133 162Tax compliance services 9 -Other auditors’ fees 38 31Other services* 432 -

Depreciation and amortisationDepreciation of property, plant and equipment:Owned 1,568 2,317Held under finance leases 557 546Amortisation:Owned 104 172Held under finance leases 82 82

Foreign exchange losses 273 194

*Other services represent fees for the assurance services, special audit and tax expenses related to the admission on AIM of London Stock Exchange.

Notes to the Financial Statements For the year ended 30 June 2013

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(10) Goodwill

Group Company30 June

201330 June

201230 June

201330 June

2012$'000's $'000's $'000's $'000's

Cost and net book value 8,644 8,644 - -

Goodwill arose on the acquisition of the trade and assets of TRG ISKY Inc. and Murt Inc. by TRG Customer Solutions, Inc. and the merger of Reese, Inc. with TRG Customer Solutions, Inc., therefore goodwill is allocated to TRG Customer Solutions, Inc. as a cash generating unit for impairment testing purposes.

Goodwill is tested annually for impairment or more frequently if there are indications that the value of goodwill may have impaired. Goodwill is tested for impairment by comparing its carrying value with the recoverable amount for the IBEX Global Solutions, Inc.

Testing for impairment of goodwill

Key assumptions applied in impairment testing:The recoverable amount of the cash generating unit is determined on a value in use basis using cash flow projections prepared by management covering a five-year period. The first year of the projections is based on detailed budgets prepared by management as part of the Group’s performance and control procedures. Subsequent years are based on extrapolations using the key assumptions listed below which are management approved projections. The discount rate applied to cash flow projections beyond five-years is extrapolated using a terminal growth rate which represents the expected long term growth rate of the BPO sector.

The following rates were used by the Group in the years ended 30 June 2013, 30 June 2012 and 30 June 2011:

Revenue growth rate

GrossMargin

Discount rate

Terminal growth rate

% % % %30 June 2013 5% 16.5% 15.2 5.030 June 2012 5% 22.6% 15.2 5.030 June 2011 5% 22.6% 15.2 5.0

The calculation of value in use for the business operations is most sensitive to changes in the following assumptions:

Revenue growthRevenue growth assumptions have been derived from projections prepared by the management. Management is of the view that these assumptions are reasonable considering current market conditions.

Cost of sales and gross marginCost of sales has been projected on the basis of multiple strategies planned by management to ensure profitable operations. These strategies include cost minimisation mechanisms such as offshore migration of labour, centralisation of support activities and increasing efficiency of service delivery, resulting in improved gross margins over the forecasted period.

Notes to the Financial Statements For the year ended 30 June 2013

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Operating expenses and capital expendituresOperating expenses and capital expenditures have been projected taking into account growth in business volumes and historical trends.

Discount rateDiscount rates reflect management estimates of the rate of return required for the business and are calculated after taking into account the prevailing risk free rate, industry risk and business risk. Discount rates are calculated using the weighted average cost of capital.

Management does not believe that a reasonably possible change in any of the key assumptions would result in impairment of goodwill.

(11) Intangible assets

Patents Trademarks Software Total

$000's $000's $000's $000's

Cost

At 1 July 2012 196 371 2,602 3,169

Additions and adjustments for grants received - - 88 88

At 30 June 2013 196 371 2,690 3,257

Amortisation

At 1 July 2012 196 - 2,267 2,463

Amortisation charge for the year - - 186 186

Foreign exchange differences - - 6 6

At 30 June 2013 196 - 2,459 2,655

Net book value

At 1 July 2012 - 371 335 706

At 30 June 2013 - 371 231 602

Patents

Trademarks

Software

Total

$000's

$000's

$000's

$000's

Cost At 1 July 2011 196

371

2,375

2,942

Additions and adjustments for grants received -

-

217

217

Foreign exchange differences -

-

10

10

At 30 June 2012 196

371

2,602

3,169

Amortisation At 1 July 2011 196

-

2,004

2,200

Amortisation charge for the year -

-

254

254

Foreign exchange differences -

-

9

9

At 30 June 2012 196

-

2,267

2,463

Net book value At 30 June 2011 -

371

371

742

At 30 June 2012 -

371

335

706

Notes to the Financial Statements For the year ended 30 June 2013

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Allocation of amortisation charge in the statement of comprehensive income

30 June 30 June2013 2012

$'000's $'000'sCost of sales 186 250Selling, general and administrative expenses - 4

186 254

The intangible assets that have an indefinite life are trademarks and are considered to have an indefinite life on the grounds of the proven longevity of the trademarks and the Group’s commitment to maintaining those trademarks.

(12) Property, plant and equipment

Leasehold improvements

Furniture and fittings

Computers, communications

and office equipment

Vehicles Total

$000's $000's $000's $000's $000's

Cost

At 1 July 2012 3,156 1,467 14,259 212 19,094

Additions 234 245 1,599 99 2,177

Disposals - - - (57) (57)

Foreign exchange differences (5) (3) (20) (4) (32)

3,385 1,709 15,838 250 21,182

Depreciation

At 1 July 2012 2,729 1,159 11,029 186 15,103

Charge for the year 223 196 1,690 16 2,125

Disposal - - - (51) (51)

Foreign exchange differences - - - - -

2,952 1,355 12,719 151 17,177

Net book value

At 30 June 2013 433 354 3,119 99 4,005

At 30 June 2012 427 308 3,230 26 3,991

Notes to the Financial Statements For the year ended 30 June 2013

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Property, plant and equipment (continued)

Leaseholdimprovements

Furniture and fittings

Computers, communications

and office equipment

Vehicles Total

$000's

$000's

$000's

$000's

$000's

Cost At 1 July 2011 2,861

1,425

12,009

216

16,511

Additions 300

86

2,262

1

2,649

Foreign exchange differences

(5)

(44)

(12)

(5)

(66)

3,156

1,467

14,259

212

19,094

Depreciation At 1 July 2011 2,530

926

8,656

161

12,273

Charge for the year 172

227

2,444

20

2,863

Foreign exchange differences

27

6

(71)

5

(33)

2,729

1,159

11,029

186

15,103

Net book value At 30 June 2012 427

308

3,230

26

3,991

At 30 June 2011 331

499

3,353

55

4,238

Adjustments for grants received relate to government grants received for the reimbursement of expenditure on property, plant and equipment. In accordance with the Group accounting policies, this is deducted from the asset’s carrying value.

Details of property, plant and equipment held under finance lease are as follows:

Computers communication

and office equipment

Vehicles

Total

$000's

$000's

$000'sAt 30 June 2013

Cost 2,563

95

2,658

Accumulated depreciation (1,104)

(6)

(1,110)

Closing net book value 1,459

89

1,548

At 30 June 2012 Cost 1,923

56

1,979

Accumulated depreciation (464)

(47)

(511)

Closing net book value 1,459

9

1,468

Notes to the Financial Statements For the year ended 30 June 2013

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(13) Investment in subsidiariesOn 31 March 2013, IBEX Global Solutions PLC issued shares worth $48 million to The Resource Group International Limited in exchange for shares of various IBEX entities previously owned by The Resource Group International Limited.

30 June2013

30 June2012

$'000's $'000's

TRG Customer Solutions Inc. (d/b/a Ibex Global Solutions Inc.) 30,552 -TRG Marketing Solutions Limited 2,381 -The Resource Group Senegal SA 1,988 -

Virtual World (Private) Limited 545 -IBEX Philippines Inc. 12,534 -

48,000 -

(14) Other non-current assetsOther non-current assets consist of the following:

Group

Company

30 June

30 June

30 June

30 June

2013

2012

2013

2012

$'000's

$'000's

$'000's

$'000's

Long term deposits 1,525

1,398

21

-

Long term deferred expenses 349

195

-

-

Long term prepayment 1,182

-

1,182

-

Other 790

697

-

-

3,846

2,290

1,203

-

On 31 March 2013 IBEX Global Solutions Limited issued additional share capital of $1 million to The Resource Group International Limited in exchange for a prepaid asset received from The Resource Group International Limited. On 5 April 2013 the amount of the prepaid asset was increased to $2 million with payable of $1 million to SATMAP Inc. The amount of $1,182,000 is included in other non-current assets and $751,000 is included in current assets. This prepaid asset represents an advance payment made to another affiliate (SATMAP, Inc.) for services to be used by IBEX. SATMAP uses artificial intelligence and statistical pattern recognition technology to identify pairings between callers and agents most likely to result in high performance. SATMAP then interfaces with IBEX’s underlying telephony to assign calls to agents in real time to enhance call outcomes. IBEX utilises SATMAP in various client campaigns in order to enhance performance and offer a higher degree of value-add to its clients.

Notes to the Financial Statements For the year ended 30 June 2013

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42

(15) Trade and other receivablesTrade and other receivables consist of the following:

Group Company30 June 30 June 30 June 30 June

2013 2012 2013 2012$'000's $'000's $'000's $'000's

Trade receivables - gross 29,161 17,805

- -Less: provision for doubtful debts (342) (147)

- -

Trade receivables - net 28,819 17,658

- -Prepayments and other receivables 2,753 1,167

741 -

Deposits 172 184

- -IPO funds receivable* 7,506 -

7,506 -

39,250 19,009

8,247 -

* The Holding Company was admitted to AIM of the London Stock Exchange on 28 June 2013. The funds from the flotation were received subsequent to the date of these consolidated financial statements.

Provision for doubtful debtsGroup Company

30 June 30 June 30 June 30 June2013 2012 2013 2012

$'000's $'000's $'000's $'000'sOpening balance as of 1 July 147 143 - -Charge for the year 221 17 - -Reversals / write-offs against provision (26) (13) - -Closing balance as of 30 June 342 147 - -

(16) Cash and cash equivalentsCash and cash equivalents consist of the following:

Group Company30 June 30 June 30 June 30 June

2013 2012 2013 2012

$'000's $'000's $'000's $'000's

Balances with banks in:

- current accounts 10,386 1,830 7,294 -

- deposit accounts 255 100 - -

10,641 1,930 7,294 -

Cash in hand 10 17 - -

10,651 1,947 7,294 -

Notes to the Financial Statements For the year ended 30 June 2013

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(17) Share capital

Group Company30 June 30 June 30 June 30 June

2013 2012 2013 2012$'000's $'000's $'000's $'000's

Authorised39,554,900 ordinary shares of $0.0152 (2012: 3,677,582 of $0.3980 ordinary shares)

602 1,464 601 -

Allotted. called up and fully paid39,554,900 ordinary shares of $0.0152 (2012: 3,675,582 of $0.3983 ordinary shares)

602 1,464 601 -

The following share issues and redemptions were made by the Group since its incorporation:

No. of ordinary sharesOpening share capital, being subsidiaries share capital 3,677,582Reversal of subsidiaries share capital on incorporation (3,677,582)26 March 2013 on incorporation 131 March 2013 on transfer of subsidiary assets 32,250,55428 June 2013 IPO on AIM listing 7,304,345

39,554,900

Consistent with the pooling of interest method of accounting, as described in the Note 1 “Basis of preparation”, the issued share capital shown above at 30 June 2013 is that of the Holding Company with the comparative issued share capital being that of the subsidiaries of the Holding Company.

On 31 May 2013 by means of a board decision of the sole director and a written resolution of the sole member, the Holding Company adopted a new set of articles of association and divided its shares with a nominal value of £1 each into:

• one ordinary share of one pence each in the capital of the Holding Company; and• one deferred share of 99 pence each in the capital of the Holding Company (a “Deferred Share”).

On 31 May 2013 the Holding Company received an application for 100 ordinary shares of one pence each from M Khaishgi (at par). M Khaishgi is a Director on TRGI’s board. On the same date, by means of a board decision of the sole director and a written resolution of the sole member, the Holding Company granted its directors a general and unconditional authority under section 551 of the Companies Act 2006 to allot shares in the Holding Company up to an aggregate nominal amount of £1. Thereafter, 100 ordinary shares of one pence each were issued to M Khaishgi for an aggregate subscription price of £1.

On 31 May 2013 by means of a board decision of the sole director and a written resolution of the eligible shareholder, the Holding Company agreed to purchase 32,000,000 Deferred Shares from TRGI for a total consideration of £1. On the same date the Holding Company entered into an off-market share purchase agreement with TRGI to effect such transfer of Deferred Shares and upon completion of such share buyback, the Deferred Shares were cancelled.

On 31 May 2013 M Khaishgi sold his interest in 100 ordinary shares of one pence each in the Holding Company to TRGI for aggregate consideration of £1.

Notes to the Financial Statements For the year ended 30 June 2013

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44

At the conclusion of the above series of transactions, the Holding Company’s share capital consists of 32,250,055 ordinary shares of one pence each, with a nominal share capital of £322,500.The Holding Company issued additional shares with a nominal value of £73,043 at the time of admission to AIM.

All shares are equally eligible to receive dividends and the repayment of capital, and represent one vote each at the Annual General Meeting.

(18) Capital redemption reserve

Group Company30 June

201330 Jun

201230 June

201330 June

2012$'000's $'000's $'000's $'000's

Opening balance - - - -Redemption of deferred shares 48,530 - 48,530 -

Closing balance 48,530 - 48,530 -

(19) Share option plan

The group maintains the following share based payment plans:

Company Stock Plan 2013 Equity SettledPhantom Stock Plans Cash Settled

Any cancellations of grants other than due to termination of employment are treated as acceleration of vesting period and any remaining expense is recognised immediately.

Company Stock Plan 2013

TRGI and the Company adopted an employee stock option plan on 4 June 2013 (the Company Stock Plan 2013) to enable certain executives and employees of the Group to be granted options to acquire Ordinary Shares and restricted stock awards (Company Options) over 4,301,890 Ordinary Shares of the parent company. These options were over the Holding Company shares already held by TRGI (rather than new shares earmarked for issuance by the Company).

The obligation to issue shares under this plan is with TRGI, therefore each individual entity within the group accounts for these grants by recognising a share based payment expense for the Plan with the corresponding increase in equity.

Notes to the Financial Statements For the year ended 30 June 2013

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Phantom Stock Plans

Certain subsidiaries of the Company have established Phantom Stock Plans in order to provide financial incentives to their officers, employees and consultants that are tied to the value of the Company and thereby aligning their interests with the Company’s stockholders.

For cash settled share based payment plans, each entity recognises an expense for the services acquired over the vesting period and liability incurred at the fair value of the liability. The entity remeasures the fair value of the liability at the end of each reporting period until the date of settlement, with any changes in value recognised in profit or loss for the period.

TRGI Share options PlanThe majority shareholder (was previously the parent entity), The Resource Group International Limited (TRGI), maintains a Stock Option Plan (the Plan), which authorises the granting of stock options to employees of the Group and other subsidiaries of TRGI. Prior to the rollout of the Company’s own stock plan, certain eligible executives of the Company participated in the TRG Share Options plan. While these options are exercisable in exchange for shares in TRGI and not of the parent or any of the subsidiaries included in the group, the group historically recognised expense related to the Plan.With the rollout of the Company’s own stock plan in 2013, those TRGI share options that were surrendered and were unvested were considered to have been accelerated and recognised as an expense by the Company. The amount recognised as compensation cost in profit or loss within the statement of comprehensive income related to the TRGI share option plan for the year ended 30 June 2013 is $54,980 (2012: $157,000). No additional expense associated with the TRG I share option plan is expected to be recognised by Company after 30 June 2013.

COMPANY STOCK PLAN 2013

The main features of the Company Stock Plan 2013(which is not yet approved by HM Revenue and Customs) are summarised below:

Eligibility

Options may be granted under the Company Stock Plan 2013 at the discretion of the board of the Company or a committee of the board of the Company to employees, directors, and consultants of the Company.

Scheme limit

The number of grants that may be made pursuant to the Company Stock Plan 2013 are limited in aggregate to 4,301,890 options on Ordinary Shares of the Company held by TRGI.

Grant of options

Options may be granted at any time, at the discretion of the board of the Company or a committee of the board of the Company, provided that the grant of such Company Option would not breach the terms of any share dealing, corporate governance code adopted by the Company, the AIM Rules and regulations applicable from time to time, or exceed the number of shares authorised and reserved for the Company Stock Plan 2013.

Notes to the Financial Statements For the year ended 30 June 2013

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46

Exercise price

The exercise price payable per Ordinary Shares is:

• in the case of an employee of the Company owning 10 (ten) percent or more of the voting power of all classes of share of the Company or its parent or any company in the Group, the exercise of the Option shall be equal to or greater than 110 per cent of the fair market value of the Ordinary Shares on the date the Option is granted; and

• in the case of any other employee, equal to or greater than 100 per cent of the fair market value.

The “fair market value” shall, where possible, be the closing price per share of IBEX Global Solutions Plc as reported in the Wall Street Journal for the date of grant.

Amendment and Termination

The Company Stock Plan 2013 may be altered or terminated at any time, save that a termination or amendment which materially and adversely affects or impairs the rights of subsisting Option holders shall not be made unless the Option holder consents.

Change of Control

In the event of a change of control of TRGI or the Company, the administrator of the Company Stock Plan has discretion as to how such options are determined.

During the year ended 30 June 2013 the Company granted 4,301,890 share options to its employees. The exercise price of all option granted during the year was $1.55. The options have a maximum contractual term of no longer than ten years from their date of grant and vest and become exercisable over a maximum period of 42 months in accordance with terms of the grant agreement. No options have been exercised as at 30 June 2013.The Company estimates the fair value of its stock options on the date of the grant using the Black Scholes option pricing model, which requires the use of certain estimates and assumptions that affect the reported amount of share based compensation cost recognised in the profit and loss. These include estimates of the expected term of stock options, expected volatility of the Company’s shares, expected dividends and the risk-free interest rate:

(a) Expected termThe expected term of options granted during the year ended 30 June 2013 is six years. In estimating the expected term, the Group applied the “simplified method,” which assumes all options will be exercised midway between the vesting date and the contractual term of the option.

(b) VolatilityAs the Company was recently listed on AIM, estimated volatility was derived by calculating the average historical volatility of certain comparable public companies in the call centre / business process outsourcing sector over the expected term of the options. Management used a volatility of 55 per cent for grant calculations for the years ended 30 June 2013.

(c) Expected dividendsThe expected dividend yield is 3% per cent.

Notes to the Financial Statements For the year ended 30 June 2013

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47

(d) Risk-free rateThe risk free rate is the continuously compounded United States nominal treasury rate corresponding to the term of the option. The risk free rate used for options granted during the years ended 30 June 2013 was 2.1 per cent.

No of share options

Options outstanding as at 1 July 2012 -

Options granted during the year 4,301,890

Options forfeited/cancelled/expired during the year -

Options outstanding as at 30 June 2013 4,301,890

Options exercisable as at 30 June 2013 548,262

A summary of the stock options outstanding and exercisable as at 30 June 2013 is as follows:

30 June 2013

Options Outstanding Options exercisableExercise price US $

Number Weighted average

remaining life

(years)

Weighted average exercise

price US $

Number Weighted average

remaining life

(years)

Weighted average exercise

price US $

1.55 4,301,890 9.91 1.55 548,262 9.91 1.55

The weighted average grant date fair value of stock options granted during the year ended 30 June 2013 is $0.249. The amount recognised as share-based payment expense pertaining to this plan for the year ended 30 June 2013 was $410,435.

Notes to the Financial Statements For the year ended 30 June 2013

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PHANTOM STOCK PLANS

The main features of the Phantom Stock Plans are summarised below:

Phantom Stock Option

A Phantom Stock Option is the right to receive upon exercise an amount equal to the difference between(a) the Fair Market Value of the share of Stock at the time of exercise; and (b) the exercise price of the Option per share of Stock.

Subsidiaries involved

Following subsidiaries of the Company have established Phantom Stock Option Plans:

• Virtual World (Private) Limited• IBEX Global Solutions (Private) Limited• IBEX Philippines Inc.• TRG Senegal

Eligibility & Grant of options

Options may be granted under the Phantom Stock Plans at the discretion of a committee of the Board of Directors of the respective entity designated for granting options. Where no such committee is designated; by the Chief Executive of the relevant entity.

Exercise price and exercise date

The exercise price of the options granted under the plan will be provided in the grant agreement. The vested options can be exercised on the date announced by the relevant entities for this purpose.

Amendment and Termination

The Board of Directors of the respective entity may amend or terminate these Plans at any time. These Plans shall continue until terminated by the respective Boards.

During the year ended 30 June 2013 the subsidiaries included in the Group granted 626,000 Phantom Stock options to their respective employees. The exercise price of all option granted during the year was $1.55. The options have a maximum contractual term of no longer than ten years from their date of grant and vest and become exercisable over a maximum period of 42 months in accordance with terms of the grant agreement. No options have been exercised as at 30 June 2013.

The grants of Phantom Stock Options are treated as cash – settled share based payment transactions under IFRS 2. The fair value of the liability is measured at each reporting date and settlement date and changes in fair value are recognised in profit and loss for the period. The Company uses the Black Scholes option pricing model, which requires the use of certain estimates and assumptions that affect the reported amount of share based compensation cost recognised in the profit and loss. These include estimates of the expected term of stock options, expected volatility of the Company’s shares, expected dividends and the risk-free interest rate:

Notes to the Financial Statements For the year ended 30 June 2013

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(a) Expected termThe expected term of options granted during the year ended 30 June 2013 is six years. In estimating the expected term, the Group applied the “simplified method,” which assumes all options will be exercised midway between the vesting date and the contractual term of the option.

(b) VolatilityAs the Company was recently listed on AIM, estimated volatility was derived by calculating the average historical volatility of certain comparable public companies in the call centre / business process outsourcing sector over the expected term of the options. Management used a volatility of 55 per cent for measurement of fair value of options as at 30 June 2013.

(c) Expected dividendsThe expected dividend yield is 3% per cent.

(d) Risk-free rateThe risk free rate is the continuously compounded United States nominal treasury rate corresponding to the term of the option. The risk free rate used for computation of fair value of options as at 30 June 2013 was 2.52 per cent.

No of share options

Options outstanding as at 1 July 2012 -

Options granted during the year 626,000

Options forfeited/cancelled/expired during the year -

Options outstanding as at 30 June 2013 626,000

Options exercisable as at 30 June 2013 145,372

A summary of the stock options outstanding and exercisable as at 30 June 2013 is as follows:

30 June 2013

Options Outstanding Options exercisableExercise price US $

Number Weighted average

remaining life

(years)

Weighted average exercise

price US $

Number Weighted average

remaining life

(years)

Weighted average exercise

price US $

1.55 626,000 9.91 1.55 145,372 9.91 1.55

The weighted average fair value of phantom stock options as at 30 June 2013 is $1.110. The amount recognised as share-based payment expense pertaining to these plans for the year ended 30 June 2013 was $206,012. A total of 143,800 Phantom Stock Options having total intrinsic value of $103,536 had vested as at 30 June 2013.

Notes to the Financial Statements For the year ended 30 June 2013

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(20) Liabilities against assets subject to finance leaseLiabilities against assets subject to finance lease are secured by the related assets held under finance leases. Future minimum lease payments at 30 June 2013 and 30 June 2012 are as follows:

30 June 2013 30 June 2012Minimum

lease payments

Present value of

payments

Minimum lease

payments

Present value of

payments$000's $000's $000's $000's

Within one year 921 807 774 689

After one year but not more than five years 323 313 723 666Total minimum lease payments 1,244 1,120 1,497 1,355

Less: amounts representing finance charges (124) - (142) -Present value of minimum lease payments 1,120 1,120 1,355 1,355

Less: current portion shown under current liabilities (807) (807) (679) (679)

313 313 676 676

These lease arrangements have interest rates ranging from 8% to 15% for the periods ended30 June 2013 and 30 June 2012. At the end of the lease term, the ownership of the assets shall be transferred to the respective entities of the Group.

(21) Other non-current liabilities

30 June 2013

30 June 2012

$'000's $'000's

Deferred rent – long term 714 683

Pension defined benefit plan (note 26) 372 288

Share option plan 206 -

Other - 46

1,292 1,017

(22) Working capital line of credit

On 5 January 2010 one of the subsidiaries of the Group and other subsidiaries of The Resource Group International Limited (TRGIL) entered into a line of credit agreement (Agreement) with First Capital. The Agreement had a $16 million cap with $13 million allocated to one of the subsidiaries of the Group (“Company”), and a maturity date of 31 March 2011, with an automatic one year renewal in the event either party did not notify its desire to discontinue 60 days prior to the maturity date. Under the Agreement the Company had the ability to draw up to a certain percentage of its eligible receivables and a certain percentage, as defined in the Agreement, of its eligible unbilled receivables subject to certain limitations, as defined in the Agreement. On 28 October 2010 the Company entered into an Amendment with First Capital which increased the unbilled receivables cap, revised certain financial covenants, and waived past financial covenant violations.

Notes to the Financial Statements For the year ended 30 June 2013

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On 20 July 2011 the Company terminated the agreement with First Capital and entered into a revolving line of credit (New Agreement) with Capital Source Bank (“CSB”). The initial funding under the New Agreement was used to repay the borrowings under the previous line of credit from First Capital. The New Agreement had a $15 million cap and a maturity date of 20 July 2014 and the Company had the ability to draw up to a certain percentage, as defined in the Agreement, of its eligible billed and unbilled receivables. The company was subject to certain financial performance covenants, including a minimum Fixed Charge Coverage Ratio and a minimum Cash Velocity Percentage, both defined in the New Agreement, to ensure continued access to the line of credit. CSB had been granted a general security interest in the Company’s assets (with certain limited exceptions) to secure the New Agreement. The company was charged an interest rate of one month LIBOR + 5% (subject to a one month LIBOR rate floor of 1.5%) per annum. In addition, the company was charged a monthly collateral management fee of 0.042% based on the previous month average daily net loan balance and monthly unused line fee of 0.042% based on subtracting the previous month average daily net loan balance from the Facility Cap, as defined in the New Agreement.

On 7 September 2012 CSB granted a waiver to the Company for past financial covenant defaults, pursuant to an amendment of the New Agreement and agreed to increase the facility cap to $20 million if TRG Holdings, LLC made a cash contribution in the amount of $0.65million on or before 5 October 2012. The aforementioned $0.65 million cash contribution was made on 1 October 2012. The amendment also extended the maturity date to 20 July 2015 and increased certain AR Eligible Concentration limits. The Company interest rate increased to one month LIBOR +6% (subject to one month LIBOR floor of 1.5%) per annum, until the latter of 31 March 2013, or the date when specific covenants were met, at which time the interest rate will drop to one month LIBOR +5%(subject to one month LIBOR floor of 1.5%) per annum.

On 15 January 2013 CSB agreed to extend eligible AR concentration limits to 30, September 2013.In addition, TRG Holdings, LLC injected $0.477 million on 23 February 2013 to increase the cash contribution amount to $1.127 Million. The Company interest rate of one month LIBOR +6% (subject to one month LIBOR floor of 1.5%) per annum was extended, until the latter of 30 September 2013, or the date when specific covenants were met, at which time the interest rate will drop to one month LIBOR +5%(subject to one month LIBOR floor of 1.5%) per annum. If the Company failed to meet its financial performance covenants the outstanding debt would become immediately callable by CSB.

Subsequent to the year end, on 5 September 2013, the Company signed a Term Sheet with Fifth Third Bank (FTB) for a new $35 million revolving line of credit (RLOC) to replace the Capital Source Bank (“CSB”) $20 million RLOC. The FTB Term Sheet is not a commitment to lend but does include expected key terms to be included in the FTB agreement and a proposed closing date on or before 1 November 2013. In addition to an increase in overall availability, the FTB facility has an expected interest rate of approximately 3% (a reduction of over 60% from the current CSB line). Initially, the anticipated funding will be used to pay all transaction expenses, repay the CSB RLOC including the CSB early termination fee. The company expects certain financial performance covenants customary of these facilities, and the ability to increase the facility as needed for future business expansion.

Notes to the Financial Statements For the year ended 30 June 2013

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(23) Trade and other payables

Group Company30 June

201330 June

201230 June

201330 June

2012$'000's $'000's $'000's $'000's

Trade payables 5,338 4,968 - -Accrued expenses and payables 5,149 1,918 776 -Accrued salaries and wages 11,202 7,762 - -

21,689 14,648 776 -

(24) GrantsThe Group received grants from various US states during the years ended 30 June 2013 and 30 June 2012 as follows:

• The Group was granted a total of $375,000 on 30 December 2009 from the Commonwealth of Pennsylvania acting through the Department of Community and Economic Development. The funds were used for working capital as part of the Group’s expansion of operations (the Project) in Allegheny County, Pennsylvania. The grant required the Group to create new, full-time jobs at the Project site through 30 June 2012; and to meet certain other conditions. The Group met the Grant conditions before 30 June 2012.

• The Group received grants in a total of $475,000 from the State of West Virginia during the year ended 30 June 2012 for its facilities in Beckley ($159,000), Elkins ($161,000) and Charleston ($155,000). These funds were treated as a reduction in cost of sales for the year ended 30 June 2013 to support a customised industrial training programme.

• The Group recorded grant income of $184,000 from State of Tennessee, Department of Economic and Community Development for the provision of employee instruction/training and associated expenses in support of the Group’s commitment to maintain and increase jobs and income in Tennessee. The Grant Contract is effective for the period commencing 21 May 2012 and ending on 20 May 2015. The total amount awarded to the Group under this Grant Contract is $595,000. These funds were treated as a reduction in cost of sales for the year ended 30 June 2013.

Notes to the Financial Statements For the year ended 30 June 2013

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(25) Contingencies and commitments

Contingencies

The Holding Company and its subsidiaries are subject to claims and lawsuits filed in the ordinary course of business. Management does not believe that the outcome of any of the proceedings will have a material adverse effect on the Group’s business results, operations, liquidity or financial condition. Although management does not believe that any such proceedings will have material adverse effect, no assurances to that effect can be given.

In August 2012 Davantic LLC, owner of a commercial rental property in Charleston WV, filed a claim alleging that IBEX breached a lease on the property. Plaintiff has alleged $12,000 in unpaid taxes, plus past and future unpaid taxes and rents. Otherwise, Plaintiff has not alleged any specific amount of damages for unpaid rent or any other claims. IBEX estimates its maximum potential liability to be unpaid taxes and rents for the period July 2011 to March 2014, stated in the lease to be $7,000 per month in rent and $6,000 per year in taxes, plus any prejudgment interest, attorneys’ fees and costs that may be awarded. Davantic also has a duty to mitigate damages by re-letting the property to a new tenant or taking other steps to generate economic return from the property. The Company is defending this claim in the ordinary course of business.

In March 2012, an ex-employee of a related company filed a complaint with the West Virginia Human Rights Commission (WVHRC), alleging unlawful discrimination due to race and unlawful retaliation. The ex-employee previously worked for TRG Insurance Solutions, Inc. (TRGIS), a then-sister corporation of IBEX. TRGIS was an entirely separate corporation with its own lines of business, management and employees. While employed by TRGIS at its facility in Beckley, WV, in 2009 the plaintiff filed a discrimination complaint against TRGIS, which the parties settled by mutual agreement. Later in 2009, TRGIS announced that it was closing its operations in Beckley and laying off all employees, including the plaintiff. In January 2010 the plaintiff interviewed for a position with IBEX but was not offered a job. The Plaintiff claims that IBEX did not offer her a job because of her race and in retaliation for her having filed the 2009 discrimination complaint against TRGIS, a different company. The Plaintiff alleges $107,940.80 in damages for back pay, plus future pay and interest, plus $92,313.21 in attorneys’ fees. IBEX has defended this case vigorously and intends to continue doing so. IBEX has defended on the grounds that (1) its records prove race-neutral employment practices, and (2) IBEX as a matter of law cannot be liable for retaliating against a person whom it never employed. This case was tried on December 17-18, 2012, before an administrative judge of the WVHRC. No ruling has been issued as of the date hereof. The Company intends to continue vigorously defending this claim.

Commitments

The Group has an annual telecommunication service commitment with one of its carriers. The carrier agreement was signed in January 2012 for a three year term with minimum annual commitment for $600,000. The agreement has a provision for an early termination at the one year anniversary with a sixty day written notice.

The Group is also subject to early termination provisions in certain telecommunications contracts, which if enforced by the telecommunications providers, would subject the Group to early terminations fees. To date, these early termination provisions had not been triggered by the Group.

Notes to the Financial Statements For the year ended 30 June 2013

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Operating leasesCertain Group companies have access to computer equipment, software, office facilities, furniture and fixtures and office premises under operating lease arrangements, of which certain arrangements have renewal options and escalation clauses for operating expenses and inflation. Rent expense is recognised on a straight line basis over the life of the lease term. Future minimum lease rentals under operating leases for years ending subsequent to 30 June 2013 are as follows:

$000's $000's30 June

201330 June

2012

Within one year 3,995 3,611After one year but not more than five years 10,956 9,762More than five years 1,807 4,928

16,758 18,301

Rental expenditure was approximately $6.4 million and $5.8 million for the years ended 30 June2013 and 30 June 2012 respectively.

(26) Retirement benefits obligations

IBEX Philippines Inc. and IBEX Global Solutions (Philippines) Inc. operates an unfunded defined benefit plan for qualifying employees. Under the plan, the employees are entitled to one half month’s salary for every year of service, with six months or more of service considered as one year. One half month’s salary has been defined to include the following:

- 15 days salary based on the latest salary rate- cash equivalent to 5 days service incentive leave- one-twelfth of the 13th month’s pay

An employee is entitled to retirement benefits only upon attainment of a retirement age of 60 years and completion of at least five years of previous credited service. No other post-retirement benefits are provided to these employees. The most recent actuarial valuations of the present value of the defined benefit obligation were carried out at 30 June 2013. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

The principal assumptions used for the purposes of the actuarial valuations are as follows:

30 June2013

30 June2012

% %

Discount rate 5.11 6.46Expected rate of salary increase 5.00 8.00

Notes to the Financial Statements For the year ended 30 June 2013

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Amounts recognised within cost of sales in the consolidated statement of comprehensive income in respect of defined benefit plan are as follows:

30 June2013

30 June2012

$'000's $'000's

Current service cost 110 85Interest on obligation 10 17Actuarial gains recognised during the year (29) -

91 102

The amount included in the consolidated statement of financial position in respect of its defined benefit plan obligation as of 30 June 2013 and 30 June 2012 is as follows:

Present value of unfunded defined benefit obligation 178 155Unrecognised actuarial gains 194 133

372 288

The movement in the present value of defined benefit obligation for the year is as follows:

30 June2013

30 June2012

$'000's $'000's

Opening present value of defined benefit obligation 155 181Foreign exchange differences (4) 5Current service cost 110 85Interest cost 10 17Actuarial gains (93) (133)

Present value of defined benefit obligation 178 155

The historical information of the amounts for the current and previous annual periods is as follows:

30 June2013

30 June2012

30 June2011

30 June2010

$'000's $'000's $'000's $'000's

Present value of defined benefit obligation 178 155 181 87

The Group is yet to contribute to a plan asset as of 30 June 2013.

Notes to the Financial Statements For the year ended 30 June 2013

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(27) Employee informationExpenses recognised for employee benefits are analysed below:

30 June2013

30 June2012

$'000's $'000'sSalaries and other employee costs 89,374 66,937Social security and other taxes 23,023 16,506Employee share options expense 674 157Retirement– contribution plan 62 76Pensions - defined benefits plan (note 26) 110 85

113,243 83,761

Average number of employees are analysed below:

30 June2013

30 June2012

$'000's $'000'sDirect labour 6,776 4,741Administrative staff 815 801

7,591 5,542

(28) Remuneration of key management personnel

30 June2013

30 June2012

$'000's $'000's

Managerial remuneration 3,837 4,248Short term employee benefits 778 266Employee share option expense 317 157

4,932 4,671

The key management personnel include the senior management team, having an annual base salary of $100,000 or more.

The number of key management personnel was 33 and 34 for the years ended 30 June 2013 and 30 June 2012 respectively.

The number of key management personnel participating in defined contribution retirement benefit schemes was 26 and 27 for the years ended 30 June 2013 and 30 June 2012 respectively.

Notes to the Financial Statements For the year ended 30 June 2013

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Remuneration for highest paid key management personnel30 June

201330 June

2012$'000's $'000's

Managerial remuneration 140 345Short term employee benefits 490 -Retirement benefits 10 -Employee share options 31 73

671 418

(29) Income taxesThe tax provision consists of the following:

30 June2013

30 June2012

$'000's $'000's

Current 126 107Deferred (1,639) 55

(1,513) 162

TRG Customer Solutions, Inc. (trading as IBEX Global Solutions, Inc.) was wholly owned by TRG Holdings LLC until 31 March 2013 and was filing its tax return as a part of the consolidated US tax group. As a part of group reorganisation (explained in Note 2), TRG Customer Solutions, Inc. left the US consolidated tax group on 31 March 2013 and started filing separate tax return in the US with effect from 1 April, 2013. Other entities in the Group file standalone tax returns in their respective jurisdictions.

The US tax provision calculations include TRG Customer Solutions Inc. (trading as IBEX Global Solutions, Inc.). Additionally, included in the provision are TRG Customer Solutions, Inc. (Canada), IBEX Marketing Limited (UK), IBEX Global Solutions Plc. (UK), IBEX Cyprus, IBEX Luxembourg, Virtual World (Private) Limited (Pakistan), IBEX Global Solutions (Private) Limited (Pakistan) and IBEX Philippines Inc.

Notes to the Financial Statements For the year ended 30 June 2013

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates that will apply to taxable income in the periods the deferred tax item is expected to be settled or realised. The tax effects of the Group’s temporary differences and carry forwards are as follows:

Tax effect of deductible/(taxable temporary differences)30 June

201330 June

2012$'000's $'000's

Tax effect of deductible temporary differences:- Provisions and write-offs against trade debts 88 30- Unpaid accrued expenses/compensation 292 52- Net operating losses 3,273 5,347-Property, plant and equipment 40 -- Intangible assets - 96

3,693 5,525

Tax effect of taxable differences:- Property, plant and equipment (270) (426)- Intangible assets (803) (777)

(1,073) (1,203)

Less: Deferred tax asset not recognised (1,741) (5,081)

Total deferred tax 879 (759)

Comprising:Deferred tax asset 1,952 444Deferred tax liability (1,073) (1,203)

879 (759)

Deferred tax asset on deductible temporary differences (including unused tax losses) are recognised to the extent that realisation of the related tax benefit is probable on the basis of Group’s current expectation of future taxable profits. Unrecognised taxable temporary differences represent net operating losses of Group’s UK, Canada and Philippines subsidiaries, as management is of the prudent view that it is not probable that sufficient taxable profits will be available in foreseeable future against which unused tax losses can be utilised.

At 30 June 2013the Group’s US federal and state net operating loss carry forward for income tax purposes are $4.2 million (30 June 2012: $3.9 million) which will begin to expire in 2032. The Group’s Canadian subsidiary has net operating loss carry forward of $1.89 million (30 June 2012: $12.3 million) for Canadian income tax purposes, expiring over the period 2015 through 2032. The Group’s European subsidiaries (UK, Luxemburg and Cyprus) has net operating loss carry forward of $1.57 million (30 June 2012: Nil) expiring over the period 2015 through 2016.These amounts are based on the income tax returns filed for the year ended 30 June 2012 and estimated amounts for the year ended 30 June 2013.

Notes to the Financial Statements For the year ended 30 June 2013

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59

Management has evaluated the Group’s tax positions and concluded that the Group had taken no uncertain tax positions that require adjustment to the consolidated financial statements. The Group recognises interest and penalties related to uncertain tax positions in income tax expense. As of 30 June 2013, the Group had no provision for interest or penalties related to uncertain tax positions. The years 2009-2012 are open to examination by the tax authorities.

Reconciliation of effective tax rate30 June

201330 June

2012$'000's $'000's

Loss for the year before taxation 17,033 4,047Income tax expense/(benefit) (1,513) 162

15,520 4,209

30 June2013

30 June2012

% $'000 % $'000Income tax / (benefit) using applicable tax rate 34 (5,792) 34 (1,376)State taxes (net of federal tax effect) 4 (710) 4 (145)Effect of tax and exchange rates in foreign jurisdictions (0) 144 4 (152)Non-deductible expenses (1) 202 (3) 112Gain on sale of IP (17) 2,862 - -Effect of departure from US tax group (31) 5,122 - -Change in unrecognised temporary differences 20 (3,341) (43) 1,723

9 (1,513) (4) 162

(30) Earnings per share

(a) BasicBasic loss per share is calculated by dividing the loss attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the year.

30 June2013

30 June2012

$'000's $'000'sGroup

Loss attributable to equity holders of the Holding Company (15,520) (4,209)

Weighted average number of ordinary shares in issue 32,310 32,250

Total number of shares issued on 28 June 2013 is 7,304,305. The weighted average number of shares as of 30 June 2013 is 60,775.Prior year EPS is computed on a pro forma basis, for the purpose of consistency.

(b) DilutedDiluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. As of 30 June 2013, the company had no dilutive potential ordinary shares.

Notes to the Financial Statements For the year ended 30 June 2013

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60

(31) Related parties - due to and from affiliatesDuring the years ended 30 June 2013 and 30 June 2012 the Group entered into various transactions at arm’s length with affiliated companies, by virtue of common control, as follows:

Group

Year ended 30June 2013

Service delivery revenue

Service delivery revenue

Total due from affiliates

current

Total due from affiliates

current

Total due from affiliates

long term

$000's $000's $000's $000's $000'sTRG Holdings, LLC - - 43 - -TRG BPO Solutions, Inc. 2,206 3,515 549 - -

TRGI - - - (122) -Alert, Inc. 663 - 248 - -TRG Marketing Services, Inc. 174 - 174 - -Digital Globe Services, Inc. 300 - 439 - -TRG SATMAP Inc. 553 - - (844) -TRG (Private) Limited - 30 25 - (1,535)TRG iSky, Inc. 508 - 200 - -

E-Telequote, LLC 79 - 84 - -Balance as of 30 June 2013 4,483 3,545 1,762 (966) (1,535)

Company

Year ended 30 June 2013

Service delivery revenue

Service delivery revenue

Total due from affiliates

current

Total due from affiliates

current

Total due from affiliates

long term

$000's $000's $000's $000's $000'sTRG Customer Solutions Inc. - - 682 - -TRG SATMAP Inc. - - - (984) -

Balance as of 30 June 2013 - - 682 (984) -

Group

Year ended 30 June 2012

Service delivery revenue

Service delivery revenue

Total due from affiliates

current

Total due from affiliates

current

Total due from affiliates

long term

$000's $000's $000's $000's $000'sTRG Holdings, LLC 966 2,071 41 - (1,136)TRG BPO Solutions, Inc. 1,460 2,203 2,025 - -TRGI - - - (96) (1,177)Blasiar, Inc. - - 101 - -Alert, Inc. 502 - 857 - -TRG Marketing Services, Inc. - - 10,066 - -Digital Globe Services, Inc. - - 33 - -TRG SATMAP Inc. 898 - 60 - -TRG (Private)Limited - - - (9) (1,126)TRG iSky, Inc. 485 38 506 - -Stratasoft, Inc. - - - (21) -

Balance as of 30 June 2012 4,311 4,312 13,689 (126) (3,439)

Notes to the Financial Statements For the year ended 30 June 2013

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On 30 March 2013, TRG International Limited assumed liabilities worth $2.38 million and $1.89 million that were payable by TRG Marketing Solutions UK and TRG Senegal SA respectively to other affiliated companies. On the same date, TRG Marketing Solutions UK and TRG Senegal SA issued shares to the TRG International Limited for $2.38 million and $1.89 million respectively to convert those debts in to equity.

(32) Cash (used in)/generated from operations

Group

Company

30 June 30 June 30 June 30 June

2013 2012

2013

2012

$'000's $'000's $'000's $'000's

Loss before taxation (17,033) (4,047) (141) -

Adjustments for:

Depreciation and amortisation 2,311 3,117 50 -

Finance cost 1,924 1,718 - -

Write off intercompany receivable 15,670 - - -

Provision for retirement benefit expense 110 102 - -

Gain on sale of fixed assets (4) - - -

Employee share option expense 674 157 - -

Changes in operating assets and liabilities:

Trade and other receivables (20,679) (529) (7,513) -

Trade and other payables 6,936 2,829 777 -

Deferred revenue / expense 173 113 - -

Due to / from affiliates (539) (1,958) (698) -

Net cash (used in) / generated from operating activities (10,457) 1,502 (7,525) -

Notes to the Financial Statements For the year ended 30 June 2013

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(33) Financial instruments

(a) Financial risk managementThe Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk and currency risk), credit risk and liquidity risk.

Financial instruments by category are as follows:

Group Company30 June

201330 June

201230 June

201330 June

2012$'000's $'000's $'000's $'000's

Financial assets category: loans and receivablesNon-current assetsLong term deposits 1,525 1,398 21 -

Other 790 - - -

2,315 1,398 21 -

Current assetsTrade receivables – net 28,819 17,658 - -Deposits 172 184 - -IPO funds receivable 7,506 - 7,506 -Due from affiliates 1,762 13,689 682 -

Cash and bank balances 10,651 1,947 7,294 -

48,910 33,478 15,482 -

51,225 34,876 15,503 -

Group Company

30 June2013

30 June2012

30 June2013

30 June2012

$'000's $'000's $'000's $'000'sFinancial liabilities Line of credit 19,888 11,983 - -

Liabilities against assets subject to finance lease 1,120 1,355 - -Due to affiliates 2,501 3,565 984 -Trade and other payables 21,689 14,648 776 -

45,198 31,551 1,760 -

Notes to the Financial Statements For the year ended 30 June 2013

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Risks managed and measured by the Group are explained below:

(b) Concentration of credit riskFinancial instruments which potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable (see note 15 and note 16). The Group’s cash and cash equivalents are held with US and foreign commercial banks. The balance at times may exceed insured limits.

Credit rating breakup of balances:

Group Company30-Jun 30-Jun 30-Jun 30-Jun

2013 2012 2013 2012$'000's $'000's $'000's $'000's

AA 182 29 - -AA- 111 4 - -A-1 6 246 - -A+ 206 22 - -A - - - -A- 9,983 1,557 7,294 -BBB+ - 72 - -BBB- 153 - - -Non-rated 10 17 - -

10,651 1,947 7,294 -

The maximum exposure to credit risk as at 30 June 2013 and 30 June 2012 is tabulated below:

Group Company30 June

201330 June

201230 June

201330 June

2012$'000's $'000's $'000's $'000's

Financial assets category: loans and receivablesNon-current assetsLong term deposits 1,525 1,398 21 -

Other 790 - - -

2,315 1,398 21 -

Current assetsTrade receivables – net 28,819 17,658 - -Deposits 172 184 - -IPO funds receivable 7,506 - 7,506 -Due from affiliates 1,762 13,689 682 -

Cash and bank balances 10,651 1,947 7,294 -

48,910 33,478 15,482 -

51,225 34,876 15,503 -

Notes to the Financial Statements For the year ended 30 June 2013

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The Group’s exposure to concentration of credit risk with clients representing greater than 5 % of the consolidated revenue or receivable balances (refer note 5).

The ageing of trade receivables at year end is as follows:

30 June2013

30 June2012

$'000's $'000's

Due 0 to 30 days 23,588 14,902Due 31 to 60 days 4,334 2,218Due 61 to 90 days 579 342Due 91 to 180 days 446 267Due over 180 days 214 76Less: provision for doubtful debts (342) (147)

28,819 17,658

The Group does not hold any collateral against these assets. Financial assets other than trade receivables do not contain any impaired or non-performing assets. The group normally operates under a 60 days credit terms.

(c) Foreign currency risk

Currency risk arises mainly where receivables and payables exist due to transactions entered into foreign currencies. The Group primarily has foreign currency exposures in Pakistan Rupee, Pound Sterling, CFA Francs and Philippine Peso. However the majority of the transactions of the Group are denominated in United States Dollar ($) and recognised by group entities that have a functional currency of US$. Accordingly foreign currency exposure is not significant to the Group’s financial position and performance.

At 30 June 2013, if exchange rates of Pakistan Rupee, Pound Sterling, CFA Francs and Philippine Peso had changed by 5% against US Dollar with all other variables held constant, profit after taxation for the year would have been higher by $437,000.

(d) Interest rate risk

Interest risk is the risk that the value of the financial instrument will fluctuate due to changes in the market interest rates. The Group is exposed to interest rate risk in respect of borrowings and bank balances. Effective interest rates and maturities are given in respective notes to the financial statements.

At 30 June 2013, if interest rates on financial assets and liabilities, having variable interest rates, had been 100 basis points higher/lower with all other variables held constant, profit after taxation for the year would have been higher/lower by $188,850.

(e) Liquidity

Based on current operating plans, the Group believes that existing cash and cash equivalents will be sufficient to meet the Group’s anticipated operating needs through the end of 30 June 2016. However, there are a number of assumptions built into the Group’s current operating plans. If these assumptions do not materialise, the Group may need to seek additional financing or management may need to implement a reduced spending plan to fund operations in the 2014 fiscal year.

Notes to the Financial Statements For the year ended 30 June 2013

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65

Financial liabilities in accordance with their contractual maturities are presented below:

Group

30 June 2013

Carrying value

Total contractual cash flows

Less than one year

Between one to two

years

Between two to five

years

Line of credit 19,888 19,888 19,888 - -

Liabilities against assets subject to finance lease

1,120 1,266 921 201 144

Trade payables and accrued expenses 21,689 21,689 21,689 - -

Due to affiliates 2,501 2,501 966 1,535 -

45,198 45,344 43,464 1,736 144

Company

30 June 2013

Carrying value

Total contractual cash flows

Less than one year

Between one to two

years

Between two to five

years

Line of credit - - - - -

Liabilities against assets subject to finance lease

- - - - -

Trade payables and accrued expenses 776 776 776 - -

Due to affiliates 984 984 984 - -

1,760 1,760 1,760 - -

Group

30 June 2012

Carrying value

Total contractual cash flows

Less than one year

Between one to two

years

Between two to five

years

Line of credit 11,983 11,983 11,983 - -

Finance lease liabilities 1,355 1,497 774 723 -

Trade payables and accrued expenses 14,648 14,648 14,648 - -

Due to affiliates 3,565 3,565 126 3,439 -

31,551 31,693 27,531 4,162 -

Notes to the Financial Statements For the year ended 30 June 2013

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(f) FairvalueoffinancialinstrumentsFair value is the amount for which an asset could be exchanged, or liability settled, between knowledgeable willing parties in an arm’s length transaction. Consequently, differences can arise between the carrying value and fair value estimates.

The estimated fair value of financial assets and liabilities is considered not significantly different from carrying values as the items are either short-term in nature or periodically re-priced.

(34) Capital risk managementThe Group manages its capital considering shareholders’ interests, and the value of the Group assets. This consists of cash and cash equivalents, debt balances (working capital line of credit, long term and short term lease liabilities) and equity attributable to equity holders. The following table summarises the Capital of the Group:

30 June 30 June2013 2012

$'000's $'000'sBorrowings 21,008 13,338

Cash and cash equivalents (10,651) (1,947)

IPO funds receivable (7,506) -

Net Debt 2,851 11,391

Equity 22,337 16,464

Total Capital of the Group 25,188 27,885

The Group’s policy is to leverage a Working Capital Revolving Line of Credit to meet anticipated working capital funding requirements. These borrowings, together with cash generated from operations, may be loaned internally or contributed as equity to certain subsidiaries.

(35) Subsequent eventsThe management evaluated subsequent events and transactions that occurred from the balance sheet date through 1 October 2013, the date at which the financial statements were available to be issued, and concluded that no subsequent events require adjustment to or disclosure in these financial statements.

(36) Transition to IFRSAs stated in note 2the group did not legally exist prior to March 2013. To properly reflect the substance of the combination the management has followed the pooling of interest method of accounting to present the results, positions and cash flows of the continuing business entities as if it had always existed. As a direct consequence there was no requirement historically for the management to prepare and file US GAAP consolidated financial statements for the continuing business entities. For reasons of transparency the management has presented below equity, net assets and profit reconciliations from previously unpublished US GAAP financial information to IFRS:

Notes to the Financial Statements For the year ended 30 June 2013

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Consolidated Statement of Comprehensive Income

US GAAPEffect of transition

to IFRSIFRS

Continuing operations $000's $000's $000's

Revenue 105,415 - 105,415

Cost of sales 91,130 - 91,130

Gross profit 14,285 - 14,285

Selling, general and administrative expenses 6,660 (46) 16,614

Operating loss (2,375) 46 (2,329)

Finance costs 1,718 - 1,718

Loss before income taxes (4,093) 46 (4,047)

Income tax expense 162 - 162

Net loss (4,255) 46 (4,209)

Notes to the Financial Statements For the year ended 30 June 2013

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Consolidated Statement of Financial Position

2012 2011

US GAAPEffect of

transition to IFRS

IFRS US GAAPEffect of

transition to IFRS

IFRS

$000's $000's $000's $000's $000's $000'sAssets

Non current assets:

Goodwill 8,644 — 8,644 8,644 — 8,644

Other intangible assets 401 305 706 416 326 742

Property, plant and equipment 4,296 (305) 3,991 4,564 (326) 4,238

Other non-current assets 2,290 — 2,290 2,001 — 2,001

Total non current assets 15,631 — 15,631 15,625 — 15,625

Current assets:

Trade and other receivables 19,009 — 19,009 18,829 — 18,829

Deferred expenses, current portion 1,510 — 1,510 1,426 — 1,426

Due from affiliates 13,689 — 13,689 11,855 — 11,855

Cash 1,947 — 1,947 828 — 828

Total current assets 36,155 — 36,155 32,938 — 32,938

Total assets 51,786 — 51,786 48,563 — 48,563

Equity and liabilities

Share capital and reserves

Share Capital 1,464 — 1,464 1,464 — 1,464

Share premium 39,850 — 39,850 37,786 — 37,786

Other reserves 871 (46) 825 778 (83) 695

Accumulated losses (25,721) 46 (25,675) (21,549) 83 (21,466)

Total equity 16,464 — 16,464 18,479 — 18,479

Non current liabilities:

Deferred tax liabilities 759 — 759 704 — 704

Deferred revenue – non-current portion 195 — 195 404 — 404

Obligation under finance lease – non-current portion 676 — 676 174 — 174

Due to affiliates - long portion 3,439 — 3,439 3,358 — 3,358

Other 1,017 — 1,017 669 — 669

Total non current liabilities 6,086 — 6,086 5,309 — 5,309

Current liabilities

Line of credit 11,983 — 11,983 11,158 — 11,158

Obligation under finance lease, current portion 679 — 679 94 — 94

Trade and other payables 14,648 — 14,648 11,637 — 11,637

Deferred revenue, current portion 1,800 — 1,800 1,556 — 1,556

Due to affiliates 126 — 126 330 — 330

Total current liabilities 29,236 — 29,236 24,775 — 24,775

Total liabilities 35,322 — 35,322 30,084 — 30,084

Total equity and liabilities 51,786 — 51,786 48,563 — 48,563

The adjustments in relation to the transition are of reclassification of “software” assets from “property, plant and equipment” to “other intangibles” and adjustment of charge related to ESOP calculated under IFRS.

Changes to the cash flow statement for the year ended 30 June 2012

None of the adjustments arising from transition to IFRS relates to cash and therefore there is no impact of transition on reported cash flows.

Notes to the Financial Statements For the year ended 30 June 2013

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