iFOREX Financial Trading Holdings Ltd.

(trading as "iFOREX")

 

("iFOREX", the "Company" or the "Group")

 

Final Results for the year ended 31 December 2025

 

Foundations laid for future growth, positive start to FY26

 

30 April 2026

 

iFOREX (LSE:IFRX), a leading fintech business with a proprietary online and mobile trading platform for multi-asset contracts for difference ("CFD"), today announces its final results for the year ended 31 December 2025 ("FY25"), and that it is today publishing its Annual Report and Accounts for FY25 (the "2025 Annual Report"). iFOREX is also pleased to announce that the Board has declared a dividend of $0.055 per share in respect of FY25, the details of which are set out in this announcement.

 

Financial Highlights

 

The Company delivered a financial performance for 2025 in line with the Board's expectations at the time of the IPO, reflecting global volatility trading conditions and investment activity during the year.

 

	FY25	FY24	Change %
	$m	$m
Revenue	49.1	50.1	(2.0)
Adjusted EBITDA [1]	4.3	9.7	(55.7)
Adjusted EBITDA margin	8.8%	19%	(53.7)
Adjusted profit before tax	1.6	5.9	(4.3)
Reported (Loss) / Profit before tax	(3.2)	6.0	(153)
Dividend per share ($)	0.055	-	-

 

During the year, the Group incurred non-recurring IPO-related costs of $4.1 million and a non-cash Share Based Payments charge of $3.7 million. In addition, the delay to the Group's IPO, which was originally planned for June 2025, created disruption including increased marketing spend ahead of the IPO without the anticipated revenue benefit from being a listed company.

 

Operational and Strategic Highlights:

 

·    Total trading volume increased by 1.5% to $470.8bn (FY 2024: $461.0bn)

·    Total active clients of 28,141, a 2.5% decline (FY 2024: 28,863)

·    Average revenue per user of $1,746 (FY 2024: $1,737)

·    Onboarded 13,579 new clients (FY 2024: 13,632)

·    Average client acquisition cost increased to $695 (FY 2024: $401), reflecting higher marketing expenditure associated with the delayed IPO

·    Investments in platform automation and AI tools continued, with 37% of new clients onboarded without human intervention

·    Group system uptime increased to 99.985% (FY 2024: 99.965%)

·    Appointed a new Chief Marketing Officer to lead marketing efforts, customer acquisition and brand positioning

 

Current Trading and Outlook:

 

·    The Group has made a positive start to the new financial year. Trading has been supported by elevated levels of market volatility which has resulted in healthy levels of profitability. Client KPIs are also encouraging.

·    The Board continues to focus on driving progress in the Group's core activities, including ongoing investment in proprietary technology and data-driven capabilities to support client engagement and activity levels in existing markets.

 

·    The Group continues to explore opportunities for geographical expansion, including in the UAE

 

Itai Sadeh, CEO of iFOREX, commented:

 

"2025 was a year of significant progress for iFOREX, culminating in our successful Admission to the Main Market of the London Stock Exchange in February 2026. This milestone marks a pivotal moment in the Group's evolution, enhancing our visibility, governance, and strategic flexibility as we position ourselves for long-term growth.

 

During the year, we made meaningful strides against our strategic priorities through investment in our proprietary Trading Platform, operational capabilities and geographic footprint. Trading conditions were mixed, with strong activity and macro-driven volatility in the first half of the year giving way to a period of lower volatility in Q3, before recovering towards year-end. While costs were higher, this largely reflected non‑recurring IPO‑related investment, supporting the ongoing development and scalability of the business.

 

We have started FY 2026 positively, aided by elevated market volatility. We look forward to harnessing the benefits of our Main Market listing and delivering on our strategic priorities in year ahead."

 

2025 Annual Report

In accordance with UK Listing Rules 6.4.1R and 6.4.3R and UK Disclosure Guidance and Transparency Rules ("DTRs") 6.2.10R and 6.3.5R, the 2025 Annual Report is being submitted to the Financial Conduct Authority's National Storage Mechanism today, in both structured electronic format and in unedited full text. A copy of the 2025 Annual Report will shortly be available for viewing at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Additionally, in accordance with DTR 6.3.5R, the 2025 Annual Report will shortly be available on the Company's website at: https://www.iforex.com/investors/corporate-documents.

Dividend declaration

The Board of Directors of the Company is pleased to announce the declaration of a dividend of $0.055 per share in respect of FY25, the details of which are set out below.

 

ISIN	GG00BN7RXN80
TIDM	IFRX
Ex-Date	14 May 2026
Record Date	15 May 2026
Pay Date	12 June 2026
Dividend Type	Final
Dividend Amount & Currency	$0.055 per share
Currency of Dividend payment	USD

 

Enquiries:

Public Relations Adviser to iFOREX
Camarco
Marc Cohen		020 3757 4980
Phoebe Pugh		[email protected]

About iFOREX

 

iFOREX is a long‑established broker in the global financial services industry. Founded in 1996, the company operates a proprietary online and mobile trading platform, enabling retail clients to trade Contracts for Difference (CFDs) across more than 870 financial instruments. 

iFOREX combines advanced technology with a strong focus on customer service, offering free training, support and educational resources to help clients navigate global markets and develop their trading skills.

iFOREX Europe is authorised and regulated by the Cyprus Securities and Exchange Commission (CySEC) under license number 143/11 and provides services throughout the European Economic Area (EEA) (with the exception of Belgium and Cyprus) in reliance on ''passports'' granted in accordance with MiFID. The Group also has relevant regulatory authorisations from the Financial Services Commission in the BVI under license number SIBA/L/13/1060. 

The Group listed on the London Stock Exchange on 25 February 2026 under the ticker LSE: IFRX.

For further information, please visit www.iforex.com

 

Important Disclaimers

 

Disclaimer

 

This announcement and the 2025 Annual Report are for information purposes only and are not intended to and do not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.

Cautionary statement regarding forward-looking statements

 

Certain statements in this announcement and in the 2025 Annual Report may constitute forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the current beliefs and expectations of the directors of the Company (the "Directors") about future events. The Company often, but not always, uses terminology such as, "aims", "anticipates", "assumes", "believes", "budgets", "could", "contemplates", "continues", "estimates", "expects", "intends", "may", "plans", "predicts", "projects", "schedules", "seeks", "shall", "should", "targets", "would", "will" or, in each case, their negative or other variations or comparable terminology, to generally identify forward-looking statements. Forward-looking statements may be set forth in a number of places throughout this announcement and the 2025 Annual Report and include statements regarding the intentions, beliefs or current expectations of the Directors or the Group concerning, among other things, the results of operations, financial condition, prospects, growth, strategies, corporate governance and the Group's dividend policy and the industry in which the Group operates.

These forward-looking statements and other statements contained in this announcement and the 2025 Annual Report regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties the Group faces. Such risks, uncertainties and other important factors include, but are not limited to, changes in economic conditions, the Group's competitive environment, the Group's ability to execute its strategies, supply and demand forecasts, as well as other factors within and beyond the Group's control that may affect its planned strategies and operational initiatives including actions taken by counterparties. By their nature, forward-looking statements are based upon a number of estimates and assumptions that, whilst considered reasonable by the Company are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those indicated, expressed or implied in such forward-looking statements. Any forward-looking statements in this announcement and the 2025 Annual Report reflect the Directors' current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's operations, results of operations and growth strategy.

These forward-looking statements speak only as of the date of this announcement (or, in the case of forward-looking statements in the 2025 Annual Report, as of the date of the 2025 Annual Report). Subject to any obligations under the UK Listing Rules, the Disclosure Guidance and Transparency Rules or any other applicable UK, Guernsey or other applicable laws, as appropriate, the Directors, the Company and the Group explicitly disclaim any intention or obligation or undertaking to publicly release the result of any revisions to any forward-looking statements made in this announcement or the 2025 Annual Report that may occur due to any change in the Directors', the Company's or the Group's expectations or to reflect events or circumstances after the date of this announcement (or, in the case of forward-looking statements in the 2025 Annual Report, the date of the 2025 Annual Report).

 

Chair's Statement

 

It is with great pride that I present iFOREX's first full year results as a publicly listed company, a historic milestone in our journey of innovation and growth. Our admission to the Main Market of the London Stock Exchange marked an important step for the Group, strengthening client confidence, enhancing our regulatory standing and supporting long-term development and shareholder value creation.

 

2025 Overview

 

2025 was a year of significant progress for iFOREX, culminating in the Group's successful admission to trading on the Main Market of the London Stock Exchange in early 2026. This milestone underscores the strength of our business model, the growing stakeholder confidence and the dedication of our teams. During the year, the Group made targeted investments to reinforce its operational and organisational foundations, with particular focus on leadership capability, technology platforms and infrastructure. These investments were made in anticipation of the Group's growing scale and the resulting increase in regulatory responsibilities, and to support sustainable performance in an increasingly complex global trading environment.

 

2026 marks the 30^th anniversary of iFOREX's founding. As the Group enters its fourth decade, having evolved across multiple market cycles, our mission remains unchanged: to provide secure, advanced trading solutions for clients across multiple regions and languages. This continued focus, now strengthened by the credibility and discipline of a Main Market listing, positions the Group well for the next stage of its development.

 

On behalf of the Board, I would like to thank our colleagues for their commitment and professionalism throughout the year, and our shareholders for their continued support and trust.

 

Financial Review

 

The Company delivered a financial performance for 2025 that was in line with the Board's expectations at the time of our IPO and reflected volatile trading conditions and investment activity during the year.

 

A delay to the IPO, originally planned for June 2025, affected the timing of certain marketing initiatives undertaken by the company ahead of the initial admission date. The Board considers the associated costs to be appropriate investment that have supported the Group's transition to a listed company.

 

Strategy

 

The Board remains focused on overseeing the execution of the Group's strategy, with an emphasis on sustainable organic growth and long-term profitability. During 2025, the Group continued to invest in strengthening its marketing capabilities, including affiliate networks and online channels to support client acquisition in existing markets. These initiatives have helped inform a more disciplined and targeted approach to marketing investment going forward.

 

Central to the Group's strategy is the continued development of its proprietary Trading Platform. During the year, further enhancements were made to user experience, automation and AI-enabled functionality, supporting client engagement while ensuring the platform continues to meet evolving regulatory requirements.

 

In parallel, management advanced preparations for geographic expansion, including the evaluation of regulatory licensing opportunities in a number of key markets, including the UAE. The Group's diversified revenue model and proprietary technology support entry into new jurisdictions, complemented by targeted marketing efforts, localised interfaces, and tailored payment solutions.

 

The Group's admission to the Main Market has already delivered tangible benefits, including improved visibility and a strengthened regulatory profile.

 

Corporate Governance

 

The Board of Directors is committed to the highest standards of corporate governance and becoming a listed company has further strengthened our corporate governance systems. Over the course of the year, and in preparation for the IPO, the Group strengthened its Board of Directors by bringing in highly experienced leaders whose expertise aligns with the Company's long-term strategic ambitions. These additions were made to enhance governance capabilities, deepen sector knowledge and ensure the Board has the appropriate skills and insight for life as a listed company.

 

As part of this process, Sir Michael (Mick) Lawrence Davis, Denzil Jenkins and I joined as Independent Non-Executive Directors. Sir Mick brings extensive global leadership and transactional experience, having raised almost US 40 billion from global capital markets and successfully completed over USD 120 billion of corporate transactions, while Denzil contributes significant regulatory, compliance and financial-markets expertise gained through senior roles within leading exchanges and regulatory bodies. I also bring extensive experience in capital markets and the management of international organisations. Together, our diverse backgrounds reinforce the Board's ability to provide effective oversight and guide the Group's strategic direction.

 

Itai Sadeh, who has held multiple leadership roles across the business, continued as Chief Executive Officer and joined the Board during the year. Shirley Winkler Hollander, the Group's Chief Financial Officer, also joined the Board, bringing significant financial governance and regulatory expertise.

 

Together, the Board now combines extensive industry, financial markets and operational experience, ensuring the Company is well equipped to deliver its strategy, meet the requirements of a Main Market listing and provide the appropriate oversight as the Group continues to progress its growth strategy.

 

Shareholder Returns

 

The Group remains highly cash generative, and the Board is committed to a progressive dividend policy that balances sustainable shareholder returns with the capital needed to enable future growth.

 

As part of our commitment to shareholder returns, the Board proposes a dividend of $ 0.055 per share, reflecting FY 2025 performance and the timing of the IPO. From FY 2026, dividends are expected to be set at approximately 50 percent of adjusted net profits, subject to prevailing conditions and capital requirements.

 

Outlook

 

The Group has made a positive start to the new financial year. Trading has been supported by elevated levels of market volatility which has resulted in healthy levels of profitability. Client KPIs are also encouraging.

 

The Group's admission to the Main Market is delivering tangible benefits, enhancing visibility, reinforcing governance, and providing greater strategic flexibility. The Board remains focused on driving progress in the Group's core activities, including ongoing investment in proprietary technology and data-driven capabilities to support client engagement and activity levels in existing markets.

 

Management is also actively evaluating opportunities for geographical expansion and selective initiatives that complement the Group's organic growth strategy.

 

Ron Golan

Chair

29 April 2026

 

 

Chief Executive Officer's Review

 

The successful admission of iFOREX to the Main Market of the London Stock Exchange represented a defining moment in our journey and has provided a strong platform for the next phase of the Group's growth.

 

As CEO, I am excited about the opportunities this creates to accelerate the growth of the business and deliver long-term, sustainable returns for our shareholders.

 

Financial Overview

 

In 2025, the financial performance was shaped by a dynamic market environment and strategic investments aligned with our public listing preparations. The first half of the year saw a notable uplift in activity, driven by global geopolitical events that increased market volatility and client engagement supporting favourable trading conditions and revenue growth.

 

However, market conditions evolved in the second half of the year, with unusually low global volatility in the third quarter weighing on activity levels. Additionally, the IPO delay created disruption and in light of low market volatility the Company implemented a short term revenue initiative which was ineffective and promptly reversed. 

 

Despite these factors, continued operational developments - including streamlined onboarding, enhanced data-driven marketing efficiency, and upgrades to our proprietary Trading Platform - together with normalisation of market volatility, contributed to a stronger finish in the fourth quarter.

 

With a debt-free balance sheet and solid cash reserves, the Group is well positioned to execute its strategic priorities across both new and existing markets.

 

Strategic Update

 

Our strategy builds on foundations established over nearly three decades and centers on four core pillars designed to support sustainable growth:

 

(a)       Attracting New Clients in Existing Markets

 

Our marketing engine remains a key driver of growth. In 2025, we appointed a new Chief Marketing Officer to lead our in-house marketing efforts. Under his leadership, the Group made greater use of data-driven insights, supporting improvements in campaign quality across search engine marketing, affiliates, social media and direct channel advertising. Ongoing refinement across the customer journey, from initial awareness through to long-term retention, has contributed to greater marketing efficiency and continued client acquisition.

 

(b)       Increasing Active Client Longevity

 

Delivering a high-quality client experience is central to our strategy. During the year, we introduced AI-powered tools, and new features across our proprietary Trading Platform, including interactive walkthroughs, integrated customer support, expanded access to financial instruments, strategy copying capabilities, and options to receive stock dividends (alongside cash dividends). Enhancements to our payment infrastructure, such as the introduction of ApplePay and GooglePay in select jurisdictions, have further improved convenience and supported deeper client engagement.

 

(c)        Expanding into New Markets

 

Geographic expansion remains one of our most exciting growth opportunities. Ongoing evaluations of regulatory licenses in key regions, including the UAE, alongside continued assessment of additional jurisdictions, support this ambition.

 

Tailoring the platform to local languages, payment infrastructures and regulatory frameworks has positioned us well for expansion into high-potential markets.

 

(d)       Strategic M&A Opportunities

 

Recognising the fragmented nature of the CFD broker market, we remain open to selective bolt-on acquisitions that complement our technology, product range, and geographic footprint. Our listing on the Main Market enhances our ability to pursue these opportunities and leverage scale and brand recognition to accelerate growth.

 

People

 

Our people are the foundation of our success. We are committed to attracting, developing, and retaining top talent through structured career development, mentorship and a supportive culture that prioritises wellbeing. Our teams across technology, marketing, compliance, payments, risk, customer support and corporate functions deliver the operational excellence that underpins our growth.

 

In 2025, we strengthened our organisational capabilities with the appointment of a new Chief Marketing Officer, to lead our in-house marketing function. This team drives brand positioning and awareness across multiple online channels, ensuring consistent and effective engagement with our international client base.

 

As the industry evolves with technological and regulatory changes, we remain focused on building a diverse, agile workforce equipped to innovate and deliver exceptional client value.

 

Market Overview

 

The retail leveraged trading industry continues to evolve rapidly, driven by shifts in global market dynamics, increasing client engagement, and the broadening of access to financial markets. Structural developments, including expanded internet access, mobile trading and more advanced trading platforms, have increased market participation and contributed to the growing popularity of retail trading. As of Q1 2026, there are more than 6 million active retail trading accounts worldwide, reflecting sustained interest from an increasingly diverse user base.

 

iFOREX is well positioned within this environment, serving clients across more than 30 countries via a multilingual, scalable Trading Platform. The Group's business model, underpinned by proprietary technology delivering real-time pricing, automated tools, and robust risk management, is deigned to ensure a reliable and engaging user experience and to operate effectively across varying market conditions, including periods of lower volatility. Geographic expansion opportunities, particularly in developing regions such as Southeast Asia and India, remain attractive as wealth levels rise and digital access expands. These markets, alongside others currently under regulatory review, represent promising opportunities for the Group.

 

Summary

 

2025 was a transformational year for iFOREX, culminating in the Group's successful admission to trading on the Main Market of the London Stock Exchange. Against a backdrop of evolving market conditions, we made good progress against our strategic priorities, enhancing our technology and operations, and delivered a strong finish to the year.

 

Becoming a listed company has strengthened our visibility, governance, and strategic flexibility, providing a solid foundation to pursue our growth objectives. Continued investment in technology, marketing capabilities and operational infrastructure supports our long-term ambitions and the Group's continued development across existing and new markets.

 

I would like to thank our employees and service providers, whose commitment and dedication are at the core of our business, as well as our clients for their loyalty and our shareholders for their continued support. As we enter FY 2026, we remain confident in our strategy and the opportunities ahead.

 

Itai Sadeh

Chief Executive Officer

29 April 2026

 

Financial Review

 

While 2025 financial performance reflected variable market conditions and strategic investment associated with our public market transition, the operational enhancements implemented across the Group and our strengthened balance sheet have positioned iFOREX with greater scalability and flexibility entering FY26.

 

FY 2025 Performance Overview

FY 2025 was a year of two distinct halves for the Group. The first half of FY 2025 ("H1 2025") delivered strong revenue growth compared to H1 2024, driven by a material increase in market volatility. Two significant macroeconomic events were particularly impactful: in February 2025, statements by President Donald J. Trump legitimising cryptocurrencies and their potential use as a recognised means of payment resulted in increased trading activity and higher revenues across the cryptocurrency asset class, which resulted in higher dealing spread revenues; and in April 2025, the declaration of "Liberation Day" tariff measures generated further heightened market volatility and a sharp rise in revenues. H1 2025 revenues amounted to USD 27.6 million, compared to USD 22.6 million in H1 2024, an increase of approximately 22 per cent.

During the second half of FY 2025 performance was impacted by lower global market volatility, and as a result, reduced trading activity. The delay of the Group's Admission to the London Stock Exchange, which was initially planned to take place in June 2025, created disruption including an increase in marketing spend in the prior months not benefitting from brand recognition and public profile associated with being a listed company. In addition, a short-term revenue initiative implemented in response to the low volatility environment proved ineffective and was promptly reversed. As a result, full year FY 2025 revenue was USD 49.1 million, broadly in line with FY 2024 revenue of USD 50.1 million. Adjusted EBITDA for FY 2025 is USD 4.3 million (FY 2024: USD 9.7 million). The Group's balance sheet remains strong with a net cash balance as at 31 December 2025 of USD 6.2 million and no debt.

Summary Consolidated Income Statement

The table below summarises the Group's consolidated results of operations for the three financial years ended 31 December 2025:

 

$m			FY 2025 (audited)	FY 2024 (audited)
Trading Income (Revenue)			49.1	50.1
Selling and Marketing Expenses			(42.5)	(35.9)
Administrative and General Expenses			(10.8)	(6.6)
Profit / (Loss) from Operations			(4.2)	7.6
Finance Income			1.5	0.3
Finance Expense			(0.5)	(1.9)
Net Finance (Expense) / Income			1.0	(1.6)
Profit / (Loss) Before Tax			(3.2)	6.0
Tax on Income			0.3	(0.9)
Profit / (Loss) for the Period			(2.8)	5.1
Attributable to owners of parent			(2.0)	3.9
Attributable to non-controlling int.			(0 .8)	1.2
FX Translation Difference			(0.6)	(0.5)
Total Comprehensive Income / (Loss)			(3.4)	4.6

Trading Income (Revenue) Trading income decreased by USD 1 million (2.0 per cent.) to USD 49.1 million in FY 2025 (FY 2024: USD 50.1 million). The reduction was modest and reflects broadly stable client trading activity, with lower average spread revenue. The overall performance demonstrates resilience in the Group's core business.

 

Revenue by geography
$m		FY 2025	FY 2024
Middle East and Africa		14.7	15.1
South Asia		9.4	8.4
East Asia		18.7	19.6
Europe		1.9	2.6
Latin America		4.4	4.4
Total Revenue		49.1	50.1

 

Asia (Rest) remained the largest region at USD 18.7 million, broadly stable year-on-year (FY 2024: USD 19.6 million). South Asia grew to USD 9.4 million (FY 2024: USD 8.4 million), reflecting improved client acquisition. The Middle East and Africa were broadly stable at USD 14.7 million (FY 2024: USD 15.1 million). Europe declined to USD 1.9 million (FY 2024: USD 2.6 million), reflecting the Group's limited EEA-regulated client base. Latin America was broadly flat at USD 4.4 million.

Selling and Marketing Expenses Selling and marketing expenses increased by USD 6.6 million (18.2 per cent.) to USD 42.5 million in FY 2025 (FY 2024: USD 35.9 million). Three items account for most of the increase:

First, media expenses increased by USD 4.0 million to USD 9.4 million (FY 2024: USD 5.5 million). Approximately USD 3.5 million of cash marketing expenditure was deployed in the European market ahead of Admission. This spend was front-loaded in anticipation of the benefits of a listed company status; however, the delay in Admission meant the Group did not enjoy the expected uplift during the period in which these costs were recognised.

Second, non-cash share-based compensation ("SBC") charges of USD 0.5 million were allocated to this line in FY 2025 (FY 2024:USD 0.1 million), arising from the vesting of awards under the 2024 Share Incentive Plan. This cost is non-cash and is added back in the Adjusted EBITDA calculations.

Third, R&D and technology costs rose to USD 10.9 million (FY 2024: USD 8.2 million). The increase reflects two distinct items: non-cash SBC charges of USD 1.1 million allocated to this line under the 2024 Share Incentive Plan which is also non-cash and added back in the Adjusted EBITDA calculations; and c USD 0.8 million of Admission-related expenses allocated to I For Fintech Ltd. ("IFF"), the Group's Israeli technology subsidiary, in connection with the listing process.

Administrative and General Expenses

Administrative and general expenses increased by USD 4.4 million to USD 10.8 million in FY 2025 (FY 2024: USD 6.6 million).

First, USD 3.3 million of Admission- related expenses were recognised within this line in FY 2025, comprising legal, advisory and professional costs directly attributable to the listing process. This compares to USD 1.3 million of Admission costs in FY 2024. These costs are classified as adjusted one-time exceptional items.

Second, non-cash SBC charges of USD 2.2 million were allocated to this line (FY 2024: USD 0.2 million), arising from the 2024 Share Incentive Plan. This cost is non-cash and is added back in the Adjusted EBITDA calculations.

Profit / (Loss) from Operations

The Group recorded a loss from operations of USD 4.2 million in FY 2025 (FY 2024: profit of USD 7.6 million), a swing of USD 11.8 million. This is explained by three major factors: (i) the USD 3.7 million increase in non-cash SBC charges (from USD 0.4 million to USD 4.0 million) allocated across selling & marketing and G&A; (ii) approximately USD 3.5 million of European marketing spend

front-loaded ahead of Admission without the anticipated revenue benefit due to the delay in the IPO; and (iii) USD 4.1 million of Admission-related costs recognised in G&A and technology expenses. The modest USD 1.0 million revenue decline was a secondary factor.

Net Finance Income / (Expense)

Net finance income of USD 1.0 million was recorded in FY 2025 (FY 2024: net expense of USD 1.6 million), a positive swing of USD 2.6 million. This was primarily driven

by a net foreign exchange gain of USD 1.4 million (FY 2024: loss of USD 1.3 million), reflecting the depreciation of the US dollar against the Euro and NIS during FY 2025, which benefited the Group's predominantly foreign currency-denominated assets on its statement of financial position.

Taxes on Income

A tax credit of USD 0.3 million was recognised in FY 2025 (FY 2024: tax charge of USD 0.9 million), reflecting the Group's loss position and its tax structure under the Israeli Preferred Technological Enterprise ("PTE") regime, which applies a reduced rate of 12 per cent. on qualifying income. The tax credit principally arises from the deferred tax benefit on the loss recorded in FY 2025.

Alternative Performance Measures ("APMs")

The Group uses certain non-IFRS financial measures to assess and communicate its underlying financial performance. These APMs are not defined under IFRS

and should not be considered as alternatives to, or more meaningful than, the equivalent IFRS measures. The principal APMs are Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Profit. Adjusted EBITDA and Adjusted EBITDA Margin are each defined and reconciled to the nearest IFRS measure below.

Refer to the section entitled "Financial KPIs" on page 20 of the Annual Report for additional information and definitions.

$m		FY 2025	FY 2024
Profit / (Loss) from Operations (IFRS) Depreciation & Amortisation EBITDA Share-Based Payments Other Exceptional Costs (IPO-related) Adjusted EBITDA Adjusted EBITDA Margin		(4.2) 0.7 (3.5) 3.7 4.1 4.3 8.8%	7.6 0.6 8.2 0.3 1.3 9.7 19.4%

 

Adjusted EBITDA declined to USD 4.3 million in FY 2025 (FY 2024: USD 9.7 million). The reduction reflects two main factors: first, the IPO delay created disruption including the increased marketing spend in prior months not benefiting from being a listed company; and second, revenues decreased by USD 1.0 million. As also seen in weaker peer performance, the 3rd quarter saw very low global market volatility; considering the low market volatility, the Company implemented a short- term revenue initiative which was ineffective and it was promptly reversed.

Balance Sheet / Financial Position
$m		31 Dec 2025	31 Dec 2024
Total Non-Current Assets Total Current Assets TOTAL ASSETS Total Current Liabilities Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS		2.3 13.6 15.9 4.3 1.2 5.5 10.3	2.3 17.8 20.1 8.7 1.4 10.1 10.0

 

Net Assets and Equity

Net assets were broadly stable at USD 10.3 million at 31 December 2025 (FY 2024: USD 10.0 million), despite the loss for the period of USD 2.8 million. This stability reflects the recognition of USD 3.7 million of SBC charges within equity (reserve for transactions with non-controlling interests) during FY 2025, largely offsetting the retained earnings reduction. Retained earnings reduced to USD 6.4 million (FY 2024: USD 8.4 million).

Cash and Liquidity

Cash and cash equivalents decreased to USD 6.2 million at 31 December 2025 (FY 2024: USD 8.6 million). The USD 2.4 million net reduction reflects positive operating cash generation of USD 3.6 million, offset by financing outflows of USD 6.5 million comprising dividend payments of USD 5.9 million and lease repayments of USD 0.4 million. Investing outflows were minimal at USD 0.1 million.

Working Capital

Trade receivables decreased to USD 7.4 million (FY 2024: USD 9.2 million), reflecting improved client settlements. Trade and other payables fell materially to USD 3.9 million (FY 2024: USD 8.3 million) as the outstanding dividend balance accrued at year-end 2024 was settled in April 2025.

Debt and Leverage

The Group carries no external financial debt across all periods presented. Liabilities comprise trade and other payables and IFRS 16 lease liabilities only. Total lease liabilities were USD 1.6 million at 31 December 2025 (FY 2024: USD 1.7 million; FY 2023: USD 1.9 million), in respect of office leases in Herzliya, Limassol and Athens.

The Group is ungeared for financial debt purposes across all three years.

 

Capital Allocation, Dividend Policy and Outlook

Capital Allocation

The Board is committed to maintaining an optimal capital structure that delivers sustainable returns to Shareholders while retaining adequate capital for business growth. The Group's asset- light model requires limited capital expenditure (FY 2025: USD 0.2 million;

FY 2024: USD 0.1 million). Capital buffers are maintained in excess of minimum regulatory capital requirements in Cyprus (CySEC) and the BVI (FSC).

Dividend Policy and History

The Group has a track record of distributing substantially all free cash flow as dividends. In FY 2025, dividends paid totalled USD 5.9 million, representing the settlement of the dividend declared in January 2024 (partially paid in FY 2024). No new dividend was declared during FY 2025 by the Company in respect of FY 2025. The Board intends to maintain a progressive dividend policy; as part of our commitment to shareholder returns, the Board proposes a dividend of USD 0.055 per share, reflecting FY 2025 performance and the timing of Admission, and the dividend for FY 2026 is expected to be set at approximately 50 per cent. of Adjusted Net Profits. Dividends are denominated in Pounds Sterling.

Outlook

The Group enters FY 2026 with a strengthened strategic position following Admission. The elevated cost base in FY 2025 reflects two categories of non-recurring item: (i) the USD 3.7 million non-cash SBC charge, which will reduce as awards vest over their multi-year schedule; and (ii) the front-loaded European marketing and Admission-related spend, neither of which is expected to recur at the same scale. The Board is focused on converting investment in brand, technology and people into sustainable client and revenue growth, underpinned by the Group's diversified geographic presence and proven platform. Market conditions - particularly global volatility across FX, equity and cryptocurrency markets - will remain the primary driver of near-term financial performance.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. Dollars in thousands

 

		As at December 31,
	Note	2025	2024
ASSETS
CURRENT ASSETS:
Trade and other receivables	13	7,378	9,216
Cash and cash equivalents	14	6,205	8,613
		13,583	17,829
NON-CURRENT ASSETS:
Deferred income taxes	7	455	79
Property, plant and equipment	10	435	593
Right of use assets	11	1,406	1,622
		2,296	2,294
TOTAL ASSETS		15,879	20,123
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Bank overdrafts	14	45	43
Lease liabilities	11	353	314
Trade and other payables	17	3,918	8,306
		4,316	8,663
NON-CURRENT LIABILITIES:
Lease liabilities	11	1,221	1,411
		1,221	1,411
EQUITY:
Share capital		(*)	(*)
Reserve for transactions with non-controlling interests		571	(1,630)
Translation reserve		(91)	385
Retained earnings		6,374	8,370
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT		6,854	7,125
Non-controlling interests		3,488	2,924
Total equity		10,342	10,049
TOTAL LIABILITIES AND EQUITY		15,879	20,123

(*) less than 1 thousand USD.

 

29 April 2026
Date of approval of the consolidated financial statements		Itai Sadeh Chief Executive Officer and Director		Shirley Winkler Hollander Chief Financial Officer and Director

 

 

 

 

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (LOSS)

U.S. Dollars in thousands

 

						Year ended December 31,
				Note		2025			2024
Revenue				4		49,141			50,148
Selling and marketing expenses				5		(42,499)			(35,897)
Administrative and general expenses				5		(10,830)			(6,625)
Profit (loss) from operations						(4,188)			7,626
Finance income				6		1,514			256
Finance expenses				6		(492)			(1,858)
Net finance income (expenses)						1,022			(1,602)
Profit (loss) before tax						(3,166)			6,024
Taxes on income				7		323			(904)
Profit (loss) for the year						(2,843)			5,120
Other comprehensive income that may be reclassified to profit or loss in subsequent periods:
(Loss)/ gain on foreign currency translation						(570)			(521)
Total comprehensive income (loss)						(3,413)			4,599
Profit (loss) for the year attributable to:
Owners of the parent						(1,996)			3,931
Non-controlling interests						(847)			1,189
						(2,843)			5,120
Total comprehensive income (loss) for the year attributable to:
Owners of the parent						(2,472)			3,476
Non-controlling interests						(941)			1,123
						(3,413)			4,599
Earnings per share attributable to the parent:
Basic and diluted ($)				9		(19,966)			39,310
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
U.S. Dollars in thousands
		Share capital	Reserve for transactions with non- controlling interests			Translation reserve	Retained earnings		Total		Non- controlling interest			Total equity
Balance at 1 January 2024		(*)	-			840	16,161		17,001		3,419			20,420
Comprehensive Income for the year
Profit for the year		-	-			-	3,931		3,931		1,189			5,120
Other comprehensive income
Gain on foreign currency translation		-	-			(455)	-		(455)		(66)			(521)
Total comprehensive income (loss) for the year			-			(455)	3,931		3,476		1,123			4,599
Share based payment charge of subsidiary		-	252			-	-		252		5			257
Issuance of restricted shares by subsidiary		-	(1,882)			-	-		(1,882)		1,882			-
Dividends		-	-			-	(11,722)		(11,722)		(3,505)			(15,227)
Balance at 31 December 2024		(*)	(1,630)			385	8,370		7,125		2,924			10,049
Comprehensive Income for the year
Profit for the year		-	-			-	(1,996)		(1,996)		(847)			(2,843)
Other comprehensive income
Loss on foreign currency translation		-	-			(476)	-		(476)		(94)			(570)
Total comprehensive income (loss) for the year		(*)	-			(476)	(1,996)		(2,472)		(941)			(3,413)
Issuance of restricted shares by subsidiary		-	(369)			-	-		(369)		369			-
Share based payment charge of subsidiary			2,570						2,570		1,136			3,706
Balance at 31 December 2025		(*)	571			(91)	6,374		6,854		3,488			10,342
(*) less than 1 thousand
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. Dollars in thousands
							Year ended December 31,
							2025			2024
Cash flows from operating activities
Profit for the period							(2,843)			5,120
Adjustments required to reflect the cash flows from operating activities:
Depreciation of property, plant, and equipment and amortisation of right of use assets							704			553
Share based payment charge							3,706			257
Finance income							(1,514)			(256)
Finance expense							492			153
Income tax expenses (benefit)							(323)			904
Net cash generated from operating activities before changes in working capital							222			6,731
(Increase)/ decrease in trade and other receivables							2,672			(4,558)
Increase/ (decrease) in trade and other payables							1,544			(276)
Cash generated from operations							4,438			1,897
Tax paid							(886)			(1,951)
Net cash flows received from (used in) operating activities							3,552			(54)
Cash flows from investing activities
Purchase of property, plant and equipment							(192)			(82)
Redemption of investment in financial assets							-			950
Interest received							142			256
Net cash (used)/ received from investing activities							(50)			1,124
Cash flow from financing activities
Payments of leases liabilities							(444)			(293)
Interest paid							(154)			(153)
Dividends paid							(5,932)			(5,791)
Dividend paid to non-controlling shareholders							-			(3,504)
Net cash used in financing activities							(6,530)			(9,741)
Net increase/ (decrease) in cash and cash equivalents							(3,028)			(8,671)
Effect of foreign exchange rate changes							618			(526)
Cash and cash equivalents at beginning of the period							8,570			17,767
Cash and cash equivalents at end of period							6,160			8,570
Cash and cash equivalents are defined as:
Cash at bank and in hand (Note 14)							6,205			8,613
Bank overdrafts							45			43
							6,160			8,570
The principle non-cash transactions comprise: Recognition of right of use assets against lease liabilities							-			125
							-			125

 

 

U.S. Dollars in thousands

 

NOTE 1    - GENERAL

 

a.   Corporate information

iFOREX Financial Trading Holdings Ltd. (the "Company") was originally incorporated in the British Virgin Islands (''BVI'') on 30 June 2009 under the registered name "IPEC Holdings Ltd." as a BVI business company (registered number 1536671) under the BVI Business Company Act, 2004 as amended.

On April 9, 2025, the Company redomiciled to Guernsey whilst still under the name of "IPEC Holdings Ltd." and registered under the laws of Guernsey (registration number 75570). Its registered office is at c/o New Street Management Limited, Les Echelons Court, St Peter Port, Guernsey, GY1 1AR.

On May 6, 2025, the Company changed its name from "IPEC Holdings Ltd" to its current registered name, iFOREX Financial Trading Holdings Ltd. The principal place of business is 85 Medinat Hayehudim, 4676670, Herzliya, Israel.

The Company together with its subsidiaries (the "Group") has developed and operates a proprietary online and mobile contract for difference ("CFD") trading platform (the "Trading Platform") enabling its primarily retail clients to trade CFDs across over hundreds of financial instruments comprising currencies, commodities, indices, cryptocurrencies, stocks and exchange traded funds.

The Company's BVI subsidiary, Formula Investment House Ltd ("FIH"), was subject to a routine thematic compliance inspection by the BVI Financial Services Commission (FSC) which commenced in January 2025 (the "Inspection"). The BVI FSC's final report gave ratings of "largely compliant" or "partially compliant". Following the receipt of the report, FIH was awarded the same annual risk rating as the previous year from the BVI FSC.

b.   Effects of the Security Situation in the Middle East

On 7 October 2023, following a surprise attack by the Hamas terrorist organisation from the Gaza Strip, the Government of Israel declared the "Swords of Iron" war (the "War"). The overall impact of the War on the Company's financial results for the three years ended 31 December 2024 was not material.

In October 2025, after two years of hostilities, a ceasefire agreement was reached in Gaza, including the release of the living hostages and the return of the deceased.

Subsequently, in early 2026, Israeli and American forces commenced a military offensive against Iran. A ceasefire in that conflict came into effect in the beginning of April 2026.

As of the date of this report, the IDF remains on heightened alert for security-related events. Notwithstanding the foregoing, as of the date of this report, the security situation - including the hostilities involving Iran and the subsequent ceasefire - has not had a material effect on the Company's financial results.

The Company continues to monitor on an ongoing basis the potential implications of these events on its operations.

NOTE 2    - MATERIAL ACCOUNTING POLICIES

a.   Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). These consolidated financial statements are the responsibility of the Directors of the Group (the "Directors").

The consolidated financial statements are prepared on a going concern basis, under the historical cost convention, except for derivative financial instruments that are measured at fair value. The consolidated financial statements are presented in United States dollar ($) and all values are rounded to the nearest thousand ($'000), except when otherwise indicated.

The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

b.   Basis of consolidation

Subsidiaries are entities controlled by the Group. Control exists where the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The subsidiary reporting periods are the same as those of the Company, using consistent accounting policies.

Non-controlling interests in subsidiaries are presented separately from the equity attributable to equity owners of the Company. When changes in ownership of a subsidiary do not result in a loss of control, the non-controlling shareholders' interests are initially measured at the non-controlling interests' proportionate share of the subsidiaries' net assets. Subsequent to this, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

c.   Going concern

The Group has continued to trade throughout the consolidated financial statements period in a net asset position.

The Directors have assessed the ability of the Group to continue as a going concern until the end of April 2027 using cash flow forecasts prepared from 1 January 2026. With the continued current trading results together with net proceeds received from the IPO, the Directors are satisfied that there are sufficient resources to continue in business for the foreseeable future and for at least 12 months from the date of approving these consolidated financial statements.

Furthermore, there are no material uncertainties that may cast significant doubt upon the Group's ability to continue as a going concern. Therefore, the consolidated financial statements are prepared on a going concern basis.

d.   New standards and amendments to International Financial Reporting Standards

Standards, amendments and interpretations issued but not yet effective:

IFRS 18 Presentation and Disclosures in Financial Statements

IFRS 18 Presentation and Disclosure in Financial Statements was issued by the International Accounting Standards Board in April 2024. IFRS 18 is effective on January 1, 2027, and is required to be applied retrospectively to comparative periods presented, with early adoption permitted. IFRS 18, upon adoption replaces IAS Standards 1 - Presentation of Financial Statements.

IFRS 18 sets out new requirements focused on improving financial reporting by:

·    requiring additional defined structure to the statement of profit or loss (i.e. consolidated statement of income), to reduce diversity in the reporting, by requiring five categories (operating, investing, financing, income taxes and discontinued operations) and defined subtotals and totals (operating income, income before financing, income taxes and net income);

·    requiring disclosures in the notes to the financial statements about management-defined performance measures (i.e. non-IFRS measures); and

·    adding new principles for aggregation and disaggregation of information in the primary financial statements and notes.

IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its 'operating profit or loss', due to the classification of certain income and expense items between the five categories of the consolidated income statement. It might also change what an entity reports as operating activities, investing activities and financing activities within the statement of cash flows, due to the change in classification of certain cash flow items between these three categories of the cash flows statement. The Group is currently assessing the impact of adopting IFRS 18.

e.   Trading income

Trading income represents revenue generated from Customer Income, which includes spreads and overnight charges, and Customer Trading Performance, comprising gains and losses on customers' trading positions arising from client trading activity.

Open client positions are carried at fair value through profit or loss, with gains or losses arising from these valuations recognised as trading income, as well as gains or losses realised on positions that have closed.

Trading income is accounted for under the provisions of IFRS 9, at fair value in accordance with IFRS 13, Fair Value Measurements, as the Company is a broker-dealer, and its operations are based on generating profits from variation in price of broker-traders' margin and fair value adjustments of client trading positions on currencies, commodities, indices, cryptocurrencies, stocks and exchange traded funds.

f.    Foreign currency translation

(i)        Functional currencies

Items included in the consolidated financial statements of each Group entity are measured using the currency of the primary economic environment in which each entity operates (''the functional currency'').

The consolidated financial statements are presented in USD which is also the functional currency of the Company.

(ii)       Transactions and balances

 Foreign currency transactions are translated into the respective functional currencies of the Group companies using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value is determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from translation at the reporting date exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss and presented within finance expenses.

(iii)      Foreign operations

The assets and liabilities of foreign operations, including fair value adjustments arising on acquisition, are translated into United States Dollars at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into United States Dollars at the average exchange rates.

Foreign currency differences are recognised in other comprehensive income and accumulated in the translation reserve, except to the extent that the translation difference is allocated to non-controlling interest.

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss as part of the gain or loss on disposal.

In the case of a partial disposal that does not result in the Group losing control over a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

g.   Technology costs

Technology related expenditures are recognised in profit or loss when incurred.

Costs incurred in an internal development project are recognised as an intangible asset only if the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale; the Group's intention to complete the intangible asset and use or sell it; the ability to use or sell the intangible asset; how the intangible asset will generate future economic benefits; the availability of adequate technical, financial and other resources to complete the intangible asset; and the ability to measure reliably the expenditures attributable to the intangible asset during its development.

When an internally developed intangible asset cannot be recognised, the development costs are recognised as an expense in profit or loss as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. For all reporting periods presented, the above criteria have not been met and therefore all development costs have been recognised as an expense in profit or loss.

h.   Current and deferred taxation

Income tax expense comprises of current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income.

Current tax

Tax liabilities and assets for all periods are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date. Current tax includes any adjustments to tax payable in respect of previous periods.

Deferred tax

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Currently enacted tax rates are used in the determination of deferred tax.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

i.    Property plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.

Depreciation is recognised in profit or loss on the straight-line method over the useful lives of each part of an item of property, plant and equipment.

The annual depreciation rates used for the current and comparative periods are as follows:

	%
Leasehold improvements	10
Furniture, fixtures and office equipment	7-15
Computer equipment	20-33

Depreciation methods, useful lives and residual values are reassessed at each reporting date and adjusted if appropriate.

Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount.

j.    Leased assets

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

For the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Group as lessee

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

 

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

 

Short-term leases and leases of low-value assets

The Group has elected not to recognise the right of use assets and lease liabilities for short term leases that have a lease term of 12 months or less and leases of low value assets (i.e. IT equipment, office equipment etc.). The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

k.   Cash and cash equivalents

Cash and cash equivalents comprise of cash balances and on-call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only of the consolidated statement of cash flows.

l.    Segregated client funds

The Group's clients maintain funds in the Group's bank accounts for their trading purposes.

iCFD Ltd. and Formula Investment House Ltd. are required to manage client funds in accordance with the applicable client money rules, ensuring these funds are segregated within a fiduciary capacity supported by law and cannot be used for any other purpose.

These arrangements are subject to regulation, as well as industry custom and practice. These assets are not included in the Group's statement of financial position as the ability to control the assets is restricted. The determination of control is based on several indicators that mainly examine who is entitled to the economic benefits derived from the cash flows arising from these assets, and if clients have a secured claim in case of the insolvency of iCFD Ltd. or Formula Investment House Ltd.

This determination is re-examined when there is a change in circumstances, laws, regulations and contracts with the client.

m.  Financial instruments

Recognition and initial measurement

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.

Classification and subsequent measurement

Financial assets -

On initial recognition, a financial asset is classified as measured at: amortised cost or at FVTPL.

A financial asset is measured at amortised cost if it meets both of the following conditions:

·      It is held within a business model whose objective is to hold assets to collect contractual cash flows; and

·      its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets - Subsequent measurement and gains and losses:

Financial assets at FVTPL	These assets are subsequently measured at fair value. Net gains and losses, including any interest, are recognised in profit or loss.
Financial assets at amortised cost	These assets are subsequently measured at amortised cost using the effective interest method and are subject to impairment. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. The Group holds medium term bond notes which are recorded at amortised cost.

Financial liabilities - Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

n.   Impairment of financial assets

The Group has short-term financial assets such as trade receivables in respect of which the Group applies the simplified approach in IFRS 9 and measures the loss allowance in an amount equal to the lifetime expected credit losses.

Write-off

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof.

o.   Impairment of non-financial assets

Assets (other than deferred tax assets) that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash flows from continuing use that are largely independent of the cash inflows of other assets or cash generating units.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time

value of money and the risks specific to the asset or cash-generating unit.

 

An impairment loss is recognised if the carrying amount of an asset or cash-generating unit exceeds its recoverable amount.

 

Impairment losses are recognised in profit or loss.

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

p.   Employee benefits

The Group operates an employee benefit plan whereby employees are granted the right to cash payments based on a pre-determined number of shares without owning those shares under the terms and conditions agreed with the employee in a Phantom Award Agreement.

q.   Segmental reporting

IFRS 8 'Operating segments' requires the Group to determine its operating segments based on information which is provided internally. Based on the internal reporting information and management structures within the Group, it has been determined that there is only one operating segment being from the online trading on CFDs through the Group's internally developed platform.

r.    Share-based payments

Employees of the Group and the Company's Board of Directors receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments ("equity-settled transactions").

The cost of equity-settled transactions with employees is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details of which are given in Note 18.

The cost of equity-settled transactions is recognized as expense, together with a corresponding increase in equity, over the period during which the relevant employees become entitled to the award, and where applicable, the performance conditions are fulfilled (the "vesting period"). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether the market condition is satisfied, provided that all other vesting conditions (service and/or performance) are satisfied.

NOTE 3    - CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the consolidated financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires the Group management to exercise judgement and use assumptions in applying the Group's accounting policies. The resulting accounting estimates calculated using these judgements and assumptions will, by definition, seldom equal the related actual results but are based on historical experience and expectations of future events. Management believe that the estimates utilised in preparing the consolidated financial statements are reasonable and prudent.

Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

NOTE 4    - REVENUE

The Group generates revenue primarily from online trading on CFDs through its internally developed platform. No single customer makes up 10% or more of revenue in any period.

 

	Year ended 31 December,
	2025	2024
Net gain realised on trading	43,866	45,715
Net gains on financial assets at fair value through profit or loss (*)	5,275	4,433
Total revenue	49,141	50,148

(*) for more information on fair value trading income see Note 2e.

Geographical reporting

	Year ended 31 December,
	2025	2024
Middle East and Africa	14,657	15,123
South Asia	9,401	8,370
Rest of Asia	18,736	19,621
Europe	1,920	2,607
Latin America	4,427	4,427
	49,141	50,148

 

NOTE 5    - EXPENSES BY NATURE 

a.   Selling and marketing expenses

	Year ended 31 December,
	2025	2024
Staff costs	6,638	4,683
Information technology	686	897
Commissions expense	4,917	5,842
Technology - staff and other expenses	10,855	8,188
Media expenses	9,445	5,470
Clearing charges	9,958	10,817
	(42,499)	(35,897)

b.   Administrative and general expenses

	Year ended 31 December,
	2025	2024
Staff expenses and directors fee	3,697	1,509
Rent and utilities	255	511
Sundry expenses	2,694	1,099
Auditors' remuneration	207	150
Legal fees	1,049	1,474
Consulting fees	1,687	1,023
Office and other expenses	606	307
Depreciation	635	552
	(10,830)	(6,625)

c.   Employee benefit expenses

	Year ended 31 December,
	2025	2024
Wages and salaries	10,537	9,515
Social security and taxes	1,187	954
Other pension costs	963	655
	12,687	11,124

As at 31 December, 2025 Mr. Eyal Carmon, held 100% of the shares in the Company. In the year ended 31 December 2025 he received $5,932 (2024: $5,791) in respect of dividends paid.

NOTE 6    - NET FINANCE INCOME AND EXPENSE

	Year ended 31 December,
	2025	2024
Finance Income
Interest income	135	218
Interest from deposits	7	38
Net foreign exchange income	1,372	-
	1,514	256
Finance Expenses
Interest expense on lease liabilities	(154)	(151)
Bank charges	(338)	(364)
Net foreign exchange loss	-	(1,343)
	(492)	(1,858)
Net finance income (expenses)	1,022	(1,602)

 

NOTE 7    - TAXES ON INCOME 

a.   Tax rates applicable for the main entities in the Group:

	Country of tax residency	Applicable tax rate - %
IFOREX Financial Trading Holdings Ltd.	Israel	23
iFOREX Holding Ltd.	Israel	23
Formula Investment House Ltd.	British Virgin Islands	-*
iCFD Ltd.	Cyprus	12.5
I For Fintech Limited	Israel**	12
FIH - Athens Branch	Greece	22

 

* Under the laws in the BVI Formula Investment House Ltd. is not subject to corporate tax.

** The statutory corporate tax rate in Israel is 23%. The Company received a pre-ruling from the Israeli Tax Authority (the "ITA") approving its eligibility to be classified, commencing from 2023, as PTE (see below) for which the tax rate is 12%. Any other income that is not considered as PTE will be subject to an ordinary income tax rate of 23%.

b.   Tax laws applicable in Israel

Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 73) (the "Encouragement Law"):

Amendment 73 to the Encouragement Law prescribes a special tax regime for technological enterprises as follows:

Preferred Technological Enterprise ("PTE") as defined in the Encouragement Law will be subject to tax at a rate of 12% on profits deriving from intellectual property which meets the conditions of being treated as "Preferred Technological Income."

Any dividends distributed from PTE to non-Israeli shareholders or individuals, sourced in the income from the technological enterprise is subject to reduced Israeli withholding tax rate of 20% (or lower rate under the applicable tax treaty). No withholding tax will be remitted upon distribution of dividend sourced from preferred technological income to an Israeli corporation.

c.   Deferred tax

	Statement of financial position			Statement of profit and loss
	As of December 31,		Year ended 31 December,
	2025	2024	2025		2024
Deferred tax assets:
Research and development costs	271	67	204		67
Employee benefits	5	5	-		5
Carryforward losses	26	-	26		-
Leases	18	7	11		7
IPO expenses	135	-	135		-
	455	79	377		79

Deferred tax assets are calculated at the rate of 12 per cent.

 

d.   Analysis of charge

	Year ended 31 December,
	2025	2024
Current tax	53	983
Deferred taxes	(377)	(79)
Income tax expense (benefit)	(323)	904
Tax charge (benefit) per statement of comprehensive income	(323)	904

 

Tax assessments

The tax returns of Group companies are still subject to audits by the tax authorities.

 

e.   Reconciliation of tax expense and tax based on accounting profit (loss):

	Year ended 31 December,
	2025	2024
Profit (loss) from ordinary activities before tax	(3,166)	6,024
Tax calculated at applicable domestic tax rate (2025 and 2024 - 23%)	(726)	1,386
Effects of:
Tax expenses (benefit) arising from PTE	419	(745)
Different tax rates in other countries and jurisdictions	(847)	(214)
Expenses not deductible for tax purposes	791	35
Losses for which no tax benefit was recorded	11	411
Other	29	31
Tax charges (benefit)	(323)	904

NOTE 8    - DIVIDENDS  

In 2024 the Company declared a dividend of $11,722 thousand USD, of which $5,791 was paid in 2024 and $5,932 was paid in 2025.

In addition, in 2024 a subsidiary declared a dividend of which $3,504 was paid to non-controlling shareholders.

During 2025 the Company did not declare the payment of a dividend.

NOTE 9    - EARNINGS PER SHARE 

Basic and diluted earnings per share are calculated by dividing the profit attributable to equity holders by the weighted average number of ordinary shares in issue. Diluted earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the period plus the weighted average number of ordinary shares that would have been issued on the conversion of all dilutive potential ordinary shares into ordinary shares.

The following table reflects the income and share data used in the basic and diluted EPS calculations.

	Year ended 31 December,
	2025	2024
Profit (loss) used in calculating basic and diluted EPS ($'000)	(1,996)	3,931
Weighted average number of shares	100	100
Diluted weighted average number of shares	100	100
Earnings per share ($)	(19,966)	39,310
Diluted earnings per share ($)	(19,966)	39,310

 

 

NOTE 10 - PROPERTY, PLANT AND EQUIPMENT

 

	Leasehold improvements	Furniture, fixtures and office equipment	Computer equipment	Total
Cost
Balance at 1 January 2024	78	415	3,388	3,881
Additions	-	1	81	82
Exchange differences	(16)	(4)	(15)	(35)
Balance at 31 December 2024	62	412	3,454	3,928
Additions	54	4	134	192
Exchange differences	39	13	76	128
Balance at 31 December 2025	155	429	3,664	4,248
Depreciation
Balance at 1 January 2024	(15)	(390)	(2,762)	(3,167)
Depreciation for the year	(8)	(1)	(190)	(199)
Exchange differences	13	5	13	31
Balance at 31 December 2024	(10)	(386)	(2,939)	(3,335)
Depreciation for the year	(13)	(6)	(323)	(342)
Exchange differences	(38)	(11)	(87)	(136)
Balance at 31 December 2025	(61)	(403)	(3,349)	(3,813)
Net book value   Balance at 31 December 2025	94	26	315	435
Balance at 31 December 2024	52	26	515	593

 

 

 

NOTE 11 - LEASED ASSETS

The Group leases a number of assets in the jurisdictions from which it operates in with all lease payments, in-substance, fixed over the lease term. All expected future cash out flows are reflected within the measurement of the lease liabilities at each period end.

Number of active leases as of December 31, 2025: 3 (2024: 3)

The Groups leases include leasehold properties for commercial and head office use. The leases range in length from four to seven years.

Extension, termination, and break options

The Group sometimes negotiates extension, termination, or break clauses in its leases. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

On a case-by-case basis, the Group will consider whether the absence of a break clause would expose the Group to excessive risk. Typically, factors considered in deciding to negotiate a break clause include:

-           The length of the lease term;

-           The economic stability of the environment in which the property is located; and

-           Whether the location represents a new area of operations for the Group.

Incremental borrowing rate

The Group has estimated a rate with a range of 4.83% - 9% as its incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. This rate is used to reflect the risk premium over the borrowing cost of the Group measured by reference to the Groups facilities.

Right‑of‑use assets

	Total
Cost
Balance at 1 January 2024	2,097
Additions	125
Exchange differences	(30)
Balance at 31 December 2024	2,192
Additions	-
Exchange differences	242
Balance at 31 December 2025	2,434
Depreciation
Balance at 1 January 2024	(226)
Depreciation for the year	(354)
Exchange differences	10
Balance at 31 December 2024	(570)
Depreciation for the year	(359)
Exchange differences	(99)
Balance at 31 December 2025	(1,028)
Net book value
Balance at 31 December 2025	1,406
Balance at 31 December 2024	1,622

 

Lease liabilities

	Total
Balance at 1 January 2024	1,912
Additions	125
Interest expense	151
Lease payments	(444)
Exchange differences	(19)
Balance at 31 December 2024	1,725
Additions	-
Interest expense	125
Lease payments	(444)
Exchange differences	168
Balance at 31 December 2025	1,574

 

Reconciliation of minimum lease payments and present value:

	As at December 31,
	2025	2024
Within 1 year	461	398
Later than 1 year and less than 5 years	1,417	1,444
More than 5 years	-	208
Total including interest cash flows	1,878	2,050
Less: interest cash flows	304	325
Total principal cash flows	1,574	1,725