Annual Report & Accounts
for the year ended
31 December 2025
2
Annual Report & Accounts 2025
Revenue
(1)
Adj. EBITDA
(1)(2)
(2024: $117.3m)
(2024: $8.1m)
(2024: 31.4%)
$
123.2
m
$
18.9
m
32.5
%
A pivotal year of
transformation
Gross margin
(1)
Accelerating transition
to become a
focused
provider
of highly secure,
software-defined
network connectivity
Four
businesses sold
during the year and a
fifth
post year end for a total
consideration of
$24.4m
Core activities now
comprise
BATM Networks
and
BATM Cyber
Significant growth and
upscaling of
pipeline
in
core activities
(1)
Results for the Group’s continuing operations (see note
20 to the financial statements)
(2)
Adjusted to exclude amoisation of intangible
assets, share-based payments and expenses related to
corporate activity. The figures include capital gains and an
exceptional expense from a theft of inventory
3
Contents
Strategic Repo
Chairman’s Statement
4
Business Model
6
Strategy
7
Chief Executive Officer’s Review
8
Stakeholder Engagement
12
Chief Financial Officer’s Review
13
Key Peormance Indicators
17
Environment & People
18
TCFD Repo
20
Risk Management
25
Corporate Governance
Directors’ Biographies
28
Corporate Governance Repo
32
Audit Commiee Repo
40
Directors’ Remuneration Repo
44
Directors’ Repo
60
Financial Statements
Independent Auditor’s Repo
65
Consolidated Financial Statements
69
Notes to the Consolidated Financial Statements
74
Other Alternative Measures
112
Company Information
113
04
28
64
113
4
Annual Report & Accounts 2025
I am pleased to present my first statement as Chairman
of BATM – and to have joined the Board at such a pivotal
moment. During 2025, significant progress was made
towards transforming BATM into a business focused on
providing highly-secure managed network connectivity
and cybersecurity. We streamlined our operations through
targeted disposals, strengthened our core activities and
laid firmer foundations for sustainable value creation,
notwithstanding the impact of non cash write offs associated
with reshaping the business.
Strategy
In 2025, we made decisive progress in reshaping BATM
around our core strengths of networking and cybersecurity.
We completed the disposals of Celitron in Hungary, Zer
Laboratories and Progenetics in Israel, and A.M.S 2000
Trading Impex SRL (“AMS”) and, post year end, Laborator
A.M.S 2000 SRL in Romania. Together, these transactions
generated total consideration of $24.4m and significantly
reduced the complexity of the Group.
Following a review of capital allocation priorities, the Board
determined that further material investment in our ADOR
Diagnostics (“ADOR”) associate company is not aligned with
our risk appetite or strategic focus and therefore decided
to significantly curtail funding into ADOR and wrote-off
our $18.7m investment and related balances accumulated
over the last nine years. ADOR continues to seek a strategic
investor or other route to monetise its intellectual property
and, if successful, BATM would expect to recognise a
corresponding gain in the future.
With the successful turnaround of the proprietary
diagnostics business in 2025, combined with the sale of AMS
and decision to step back from ADOR, we have decided that,
going forward, our diagnostics activities will be classified as
Non-core, alongside our pharmaceutical distribution and
environmental monitoring activities. Our strategic focus is
therefore firmly on BATM Networks and BATM Cyber, where
we believe the combination of advanced networking and
cybersecurity capabilities offers the greatest opportunity to
create long term shareholder value through the provision of
highly-secure network connectivity.
Chairman’s
Statement
Gil Sharon
Chairman
5
Strategic Report
In an ever-more digitised society, demand for secure
network infrastructure through which sensitive data can
travel safely is on the rise. At the same time, organisations
are increasingly preparing themselves for the post-quantum
era that is rapidly approaching. At BATM, we have decades
of experience of providing cutting-edge, next-generation
networking and cybersecurity technologies to enable entities,
from enterprises to government, to operate securely and
efficiently. Our best-in-class encryption platform is quantum-
era ready and is differentiated by its significant computer
processing power and advanced, high-speed encryption
that is suitable for critical organisations such as defence and
financial institutions for which information security is of vital
importance to their businesses. We are now fully focused
on leveraging this experience and expertise to deliver highly
secure, software-defined managed connectivity with built-in
protection against emerging threats, including those posed
by quantum computing, to provide customers with solutions
to their challenges of today as well as tomorrow.
Group performance
Revenue rose to $123.2m for 2025 – representing year-on-
year growth of 5% on a reported basis (2024: $117.3m) and
9% on a comparable basis (to exclude the contribution to H2
2024 of the businesses sold during H1 2025).
Across our core activities, we saw encouraging operational
and commercial progress in 2025, with BATM Networks
returning to growth and exiting the year with a significantly
larger pipeline following the refocusing of its go to
market strategy. BATM Cyber delivered results in line with
expectations after an exceptionally strong 2024, improved
gross margin and achieved a key milestone with the first
commercial deployment of a customised version of our
advanced encryption platform under a strategic partner’s
brand. BATM Diagnostics, which was classified as core
for the period under review, delivered strong revenue and
margin growth and crystallised substantial value through
the AMS disposal while achieving breakeven at the level of
the underlying proprietary business following the successful
transition to a reagent-led model.
Governance, people and culture
The Board, led by my predecessor, Dr. Gideon Chitayat,
played an instrumental role throughout this period of
significant change, overseeing the execution of our strategy,
the reshaping of the business and the associated capital
allocation decisions. We are very grateful to Dr. Chitayat for
his ten years as Chairman, and a further five before that as
a Non-executive Director, and wish him all the best in his
retirement. We would also like to extend our thanks to Dr. Zvi
Marom, Ran Noy and Harel Locker who stepped down during
the year and to welcome Lior Miles and Ayala Hakim who
joined the Board in 2025.
In my tenure as the Chairman, we will remain committed to
maintaining high standards of governance, risk management
and financial discipline as the Group transitions towards a
more focused business model. We also continue to invest
in our people and organisational capabilities, including
strengthening teams in our core businesses.
On behalf of the Board, I would like to thank Moti Nagar, our
Chief Executive Officer, the rest of the executive team as
well as all our employees for their dedication and resilience
during a year of intense activity and transition. Their
expertise, adaptability and commitment to our customers
have been central to the progress we have made and to the
opportunities that now lie ahead, and I would also like to
thank our shareholders, partners and other stakeholders for
their continued support.
Gil Sharon
Chairman
20 April 2026
6
Annual Report & Accounts 2025
Business Model
Our business model leverages our strengths and our values to execute on our strategic
priorities to achieve our vision and generate value for our stakeholders
Strengths
Stakeholders
Strategic
Priorities
Culture
•
Transforming IP
into cutting-edge market-ready products
•
Operating in
large, growing
markets
•
International footprint
from extensive global partnerships and relationships
•
Extensive networking experience
from 30+ years of providing high-quality solutions
•
Strategic encryption provider
for large government customers
•
Strong balance sheet
to support strategic execution
•
Building a unified business
•
Maximising resource allocation
•
Investing in R&D
•
Accelerating sustainable growth
>
Page 7
Our vision is a future where technology is used to connect, protect and advance our world,
which we will achieve by building frontier technologies and adhering to our values:
•
Transformation through evolution
- We encourage learning from the past and
transforming over time by accepting and embracing change.
•
Technology rooted in purpose
- Our goal goes beyond creating cutting-edge
technology. It’s about improving the lives of the people using it, now and in the future.
•
Excellence defined by innovation
- We achieve excellence by breaking new ground and
facing challenges head-on.
We aim to create value for our stakeholders by:
•
Growing total shareholder returns
•
Exceeding our customers’ expectations
•
Motivating our people
•
Making a positive contribution to our communities
>
Page 12
Strategic Report
7
Strategy
Significantly advanced strategy towards becoming a unified, streamlined business
focused on the high-growth, high-margin markets of networking and cybersecurity
Strategic Priorities
FY 2025 Progress
Building a unified
business
• Leveraging synergies and
strengths across the Group
•
Building the infrastructure to
deliver sustainable growth
•
Launched new unified brand identity
•
Advanced joint marketing activities between
BATM Networks and BATM Cyber
•
R&D investment into joint product offering of
networking-cybersecurity and unified platform
Maximising resource
allocation
• Prioritising investment to
maximise top assets
•
Reduced the complexity of the Group and
enabling resources to be focused on BATM
Networks and BATM Cyber:
•
Sold four businesses during the year and
a fifth post year end
•
Sale of AMS and successful turnaround of
proprietary diagnostics business enabled
diagnostics to be classified as non-core
from 2026
•
Strategic decision to increase investment in
R&D in 2026
Investing in R&D
• Maintaining technological
lead
•
Building a business of
the future
•
Slight growth in R&D spend in 2025 and strategic
decision taken for a meaningful increase in 2026
•
Progressed R&D into joint
networking-cybersecurity product offering
•
Commenced R&D into building a unified platform
across carrier ethernet, Edgility and cybersecurity
– one platform for all BATM activities
Accelerating
sustainable growth
• Strengthening our
commercial execution
• Driving gross margin
improvement
•
Increased sales personnel in BATM Networks and
BATM Cyber
•
Launch of full X-series portfolio – expected to
be the key driver of new customer acquisition in
BATM Networks
•
Key milestone with launch, via strategic partner,
of encryption product in the commercial markets
•
Divested multiple lower-margin businesses
•
Significant increase in size and scale of BATM
Networks pipeline
•
Explored potential M&A to strengthen
core activities
8
Annual Report & Accounts 2025
The year to 31 December 2025 was transformational
for BATM as we executed on our strategy to become a
unified, streamlined business focused on the high-growth,
high-margin markets of networking and cybersecurity.
A key element of this was the divestment of non-core
businesses, which will enable additional resources to be
invested in activities that the Board believes offer the
greatest opportunities for delivering sustainable growth and
generating shareholder value. At the same time, strategic
initiatives implemented in our core activities in 2024 delivered
meaningful results in 2025, in turn laying the foundation for a
stronger performance in 2026.
Divestment of non-core activities
We sold four non-core businesses during the year and a fifth
post year end, for a total consideration of $24.4m, namely:
•
Celitron, an eco-med business in Hungary;
•
Zer Laboratories, an administrator of third-party pre-natal
diagnostic tests in Israel;
•
Progenetics, an administrator of third-party oncological
diagnostic tests in Israel;
•
A.M.S 2000 Trading Impex SRL (“AMS”)*, a distributor of
diagnostic laboratory equipment in Romania; and
•
post year end, Laborator A.M.S 2000 SRL*, which
provides analysis for third parties in Romania.
(* For the purposes of the Group’s reporting, these
businesses are presented within BATM Diagnostics)
These disposals have already significantly reduced the
complexity of BATM and will allow additional resource to be
focused on our core activities of BATM Networks and
BATM Cyber.
Alongside this, the Board has taken the strategic decision
to no longer invest material resources to support ADOR
Diagnostics (“ADOR”), a molecular diagnostics IP-company
in which BATM has a significant shareholding. To bring the
IP to the point of potential commercialisation would require
significant further funding. Further investment by BATM in
ADOR is not aligned with the Board’s risk appetite and is not
considered the best use of our resources. Accordingly, in the
absence of ADOR securing other funding and to help solidify
Chief Executive
Officer’s Review
Moti Nagar
Chief Executive Officer
9
Strategic Report
the foundations on which we are building the future business,
the investment that we have made in ADOR has been written
off. However, ADOR continues to seek a strategic investor
or other opportunity to monetise its know-how and, if
successful, we would recognise a corresponding gain.
As a result of the success of the strategic actions that we
implemented in 2024, our business that provides proprietary
diagnostic instruments and reagents was significantly
strengthened and achieved breakeven for the year. This,
combined with the sale of AMS and exit from ADOR, led the
Board to take the strategic decision to accelerate plans to
focus on BATM Networks and BATM Cyber. Accordingly, for
future reporting periods, the diagnostics business will be
presented within our Non-core activities, which comprises
the following businesses, which the Board would consider
selling should there be an appropriate opportunity:
•
Diagnostics business in Italy
•
Pharmaceutical distribution business in Moldova
•
Environmental monitoring business in Hungary
Our core activities now comprise networking and
cybersecurity which the Board believes offer substantial
potential for creating long-term shareholder value.
Return to growth of BATM Networks
The strong performance of BATM Networks during the year
reflects the decisive action taken during 2024 to return the
division to growth, including a management reorganisation,
expansion of the sales & marketing team and refocused
go-to-market strategy. This resulted in increased sales of
our Carrier Ethernet products as well as our Edgility edge
virtualisation and management platform, with BATM
Networks revenue of $11.6m compared with $8.5m for the
previous year.
A key element of our new go-to-market approach was
the establishment of a team to focus on expanding our
global channel partners, including value-added resellers,
systems integrators and distributors – and we successfully
onboarded new channel partners in all our target markets
globally. We also made a strategic investment in targeting the
Latin American and, later in the year, Asia-Pacific markets,
including hiring additional sales resources. These actions
resulted in further orders during the year, as well as the
establishment of a strong pipeline, with the weighted pipeline
being approximately double the size of recent years and
which includes an upscaling in the size of potential orders.
In particular, our X-series portfolio of Carrier Ethernet
products – with the first product being launched towards
the end of 2024 and the full portfolio being launched by
the end of 2025 offering speeds of 1G, 10G and 100G – is
proving popular and is expected to be an important driver
of new customer acquisition during 2026 as well as being
used for cross-selling. By way of example, in December 2024,
we signed a multi-million dollar three-year agreement for
Edgility with a Tier 1 telecommunications company in Mexico;
it is currently finalising a proof-of-concept with the X-series
product alongside the rollout of Edgility.
During the year, Edgility was selected by Telecomunicações
Brasileiras S.A. (“Telebras”), a leading Brazilian
telecommunications company that implements the federal
government’s communication network and supports public
broadband policies as well as serving the enterprise market.
Telebras has established a strong pipeline of opportunities
with proof-of-concepts underway with a number of these.
We also continued to expand our partnership with a leading
global provider of emergency connectivity services that is
headquartered in the US, with the partner expanding its
use of Edgility internationally with active deployments in
the Philippines.
A leading internet services provider to homes and businesses
across the US that is owned by one of the world’s largest
technology conglomerates ordered our 10G carrier
ethernet and aggregation solutions as part of their network
modernisation programme. Similarly, as service providers
globally increasingly upgrade their networks to handle the
high-bandwidth demands from artificial intelligence, cloud
computing and internet of things, we are receiving growing
interest in our 100G solutions. In the Asia-Pacific market, we
won a competitive tender with a national electricity company
for a phased 100G network upgrade across the country and
have secured a number of other potential opportunities in
the region, as well as in North America.
10
Annual Report & Accounts 2025
Key milestones achieved in BATM Cyber
The performance of BATM Cyber for 2025 was in line with our
expectations, with revenue of $8.3m (2024: $13.1m) following
the exceptional orders delivered in the prior year to our
long-standing customer.
A key milestone was achieved during the year with the
delivery of the first units of our cyber solution for the
commercial markets. This is a customised version of our
advanced encryption platform that our strategic partner is
selling under their brand, replacing their current product. A
proof-of-concept was conducted with a potential customer
in the second half of the year and, post year end, the partner
has commercially launched the platform. We have appointed
new sales personnel to support this activity.
During 2025, we received orders from our long-standing
customer under several projects to develop next-generation
cyber capabilities, including encryption for ultra-high-speed
networks and tactical encryption. This development work
remains ongoing, and we expect that, as with previous
projects, once complete, it will transition to a supply
agreement with the customer. We will also be able to
utilise similar functionality for our encryption solution for
commercial markets – which will be a key differentiator.
Post year end, we were selected as a partner in cybersecurity
by FPT Israel, which is a company of FPT Corporation (HOSE:
FPT), a leading Vietnam-based technology group providing
digital transformation services and solutions in over 30
countries. This initiative represents delivery on our strategy
to bolster our capabilities and expand our cybersecurity
activities through entering partnerships.
Successful turnaround of BATM Diagnostics
proprietary business
The key developments in BATM Diagnostics during the
year were the sale of the AMS distribution business, which
generated a capital gain of $14.1m, and the successful
turnaround of our business for our proprietary diagnostic
products. Revenue from our proprietary diagnostic products
increased by 71% to $7.7m (2024: $4.5m). This growth
reflects the benefits from the management reorganisation
and refocused go-to-market approach adopted in 2024
to prioritise reagent sales, which are a higher margin and
consumable product. We are providing our instruments on
a lease basis, or as a lower-margin sale, alongside a reagent
Chief Executive
Officer’s Review
(cont.)
“We are confident
of delivering
strong
underlying growth
for
2026 and significant,
sustainable growth in
the medium-term as we
increasingly progress the
execution of our strategy
to become a business
focused on providing
highly secure network
connectivity
.”
Moti Nagar
Chief Executive Officer
11
Strategic Report
agreement to secure long-term, repeatable orders. As a
result, gross margin for the proprietary diagnostics business
improved significantly which, combined with the increased
sales and a relatively stable cost base, resulted in it reaching
profitability with an adjusted operating profit of $0.1m (2024:
$1.8m loss). As noted above, this has enabled us to accelerate
our strategy to focus on networking and cybersecurity, and
our diagnostics activities will be classified as Non-core for
future reporting periods.
Accelerating focus on highly-secure
network provision
Our core activities now comprise networking and
cybersecurity. While both markets offer significant
opportunities, we believe that the greater value lies in their
combination – in the provision of highly secure networks.
During the year, we enhanced collaboration between BATM
Networks and BATM Cyber, including commencing joint sales
activities and joint development work. Certain sales team
members of the BATM Networks division began to promote
our cyber solution with their commercial customers and
partners. Additionally, we have made significant progress in
integrating our networking and cybersecurity capabilities
into a unified platform – one that delivers highly secure,
software-defined connectivity with built-in protection
against emerging threats, including those posed by
quantum computing.
On track for strong underlying growth
for 2026
We entered the new financial year with increasing momentum
across the business. We are accelerating execution on
our strategy to focus on the high-growth, high-margin
networking and cybersecurity markets where substantial
opportunities exist driven by increasing global demand
for secure connectivity. Accordingly, we intend to invest
in progressing the work being undertaken to enhance the
collaboration and integration between BATM Networks and
BATM Cyber and their growth.
BATM Networks and BATM Cyber are expected to deliver
significant growth for 2026 based on orders received to date
and the current pipeline, which is the largest the pipeline
has been for these core activities in recent years and with a
more-than doubling of average order size. The performance
of the Non-core activities is expected to remain stable.
Accordingly, we are confident of delivering strong underlying
growth for 2026 and significant, sustainable growth in the
medium-term as we increasingly progress the execution of
our strategy to become a business focused on providing
highly secure network connectivity. The Board remains highly
optimistic about the unique opportunities ahead for BATM
and is fully committed to executing our strategy to deliver
enhanced value to our shareholders.
Moti Nagar
Chief Executive Officer
20 April 2026
12
Annual Report & Accounts 2025
Stakeholder Engagement
BATM seeks to deliver value to, and build strong, long-term
relationships with, its stakeholders
The Board of BATM is committed to acting in a way that would most likely promote
the long-term success of the Company for the benefit of its members as a whole.
Customers
Our customers rely on our technology solutions and
equipment to operate and continue to grow. We seek
to understand their evolving needs, enabling both
BATM and our customers to share in the value creation.
How we engage
•
Client relationship managers dedicated to key
customers and key regions
•
Annual customer surveys as part of the ISO
audit and focused on all aspects of our
customer relationships
•
Training programmes on our solutions and products
for our customers
•
Attendance at trade shows, conferences, seminars
and webinars
•
Working to understand growth drivers in our
customers’ markets
Financial Investors
The Board has a fiduciary duty to promote the
long-term sustainable success of the Group for its
shareholders. Certain companies within the Group
also have external investors, who are often key to the
continued success of the relevant projects.
How we engage
•
Regular dialogue and interaction
•
Investor communications, including reports,
presentations and website
•
Meetings with institutional investors and webinars
for all shareholders – participated in over 70
shareholder meetings or scheduled calls in 2025
•
NEDs available to meet with shareholders
on request
•
Establishment of clear timelines, milestones and
strategic goals
Employees
Our people are our greatest asset. In order to recruit
and retain the best talent, we must ensure that we
are an employer of choice and that our employment
policies are sensitive to our employees’ priorities
and requirements.
How we engage
•
A dedicated Human Resources function
•
Open and transparent communication with
our workforce
•
Annual employee satisfaction surveys
•
Personal and career development
•
Recognition and rewards
•
Team building events
Communities
We strive to be a responsible corporate citizen within
the local and wider communities in which we operate,
by aiming to behave in a sustainable and socially-
responsible manner and supporting local businesses
and charities.
How we engage
•
Local initiatives that support community and
charitable organisations
•
Encouragement of employees to work to further
charitable goals
Strategic Report
13
Chief Financial
Officer’s Review
Lior Miles, CPA
Chief Financial Officer
I am pleased to report that total Group revenue increased to
$123.2m (2024: $117.3m), reflecting growth in BATM Networks
and BATM Diagnostics. On a like-for-like basis, excluding
the contribution to H2 2024 revenue from Progenetics and
Zer Laboratories that were sold during H1 2025, revenue for
2024 was $113.1m and therefore on an adjusted basis 2025
revenues increased 9% year-on-year.
Gross profit increased to $40.1m (2024: $36.8m) with a
gross margin of 32.5% (2024: 31.4%), with the improvement
reflecting increased gross margin in BATM Cyber and BATM
Diagnostics. As noted below, the gross margin in BATM
Networks was impacted by a write-off of slow-moving
inventory of older products and we expect it to grow
going forward.
Sales & marketing expenses increased to $20.5m (2024:
$19.6m) reflecting the investment in go-to-market strategy,
general and administrative expenses rose to $13.5m (2024:
$12.8m) and R&D expenses slightly increased to $4.8m (2024:
$4.6m). We recognised net other operating income of $12.3m
(2024: $4.5m expenses), which is primarily attributable to
the capital gain on our disposals, including a capital gain of
$14.1m on the sale of A.M.S 2000 Trading Impex SRL (“AMS”),
partly offset by an exceptional expense from a theft of
inventory, comprising networking components, at one of our
warehouses in December 2025. While we are hopeful that the
inventory might still be recovered or that compensation will
be received, an expense of $2.3m has been recognised in the
financial statements.
The sale of AMS was a non-cash transaction with the
consideration paid by the purchaser being 96,794,500
ordinary shares of NIS 0.01 each in the capital of the Company
(see note 33 to the financial statements for further details).
Adjusted EBITDA, excluding amortisation of intangible assets,
share-based payments and exceptional expenses related to
corporate activity, was $18.9m for 2025 compared with $8.1m
for the prior year. Adjusted operating profit was $14.7m (2024:
$3.8m). On a reported basis, operating profit was $13.5m
(2024: $4.7m loss). This significant growth in adjusted EBITDA
and operating profit was primarily driven by the $14.1m capital
gain related to the sale of AMS.
14
Annual Report & Accounts 2025
Profit before tax was $12.4m (2024: $5.4m loss).
On an adjusted basis, we generated a profit of $13.6m
(2024: $3.0m profit).
We recorded a tax expense of $6.2m (2024: $1.7m), which
primarily relates to the tax treatment of the disposal of AMS.
Our share of loss of a joint venture and associated companies
and share of loss of financial balances of a joint venture and
associated companies was $18.9m (2024: $0.3m), which, as
discussed in the Chief Executive Officer’s Review, is due to
the strategic decision to write-off our investment in
ADOR Diagnostics (see note 28 to the consolidated financial
statements).
Accordingly, net loss from continuing operations was
$12.8m (2024: $7.5m loss) and loss per share was 2.79¢
(2024: 1.72¢ loss).
We recorded a loss from discontinued operations of $6.2m
(2024: $14.8m loss), primarily attributable to Celitron, which
we sold during the year.
Net cash used in continuing operations (before tax and
interest) was $1.9m compared with $1.7m of cash generated
by continuing operations in 2024. This primarily reflects
changes in working capital.
As at 31 December 2025, we had cash and short-term
investments of $23.4m (31 December 2024: $31.6m). The
reduction is primarily due to movement in working capital.
Since year end, we have received $3.7m in cash that had
been held by AMS, with a further $0.3m still to be received.
Group Results
Adjusted*
Reported
$m (for continuing
operations**)
2025
2024
2025
2024
Revenue
123.2
117.3
123.2
117.3
Gross margin
32.8%
31.7%
32.5%
31.4%
Operating
profit/(loss)
14.7
3.8
13.5
(4.7)
EBITDA
18.9
8.1
18.1
7.1
* Adjusted to exclude amortisation of intangible assets, share-based
payments and exceptional expenses related to corporate activity (see
‘EBITDA measurement’ in Other Alternative Measures on page 112)
** See note 20 to the consolidated financial statements
Chief Financial
Officer’s Review
(cont.)
“I am pleased to report
that total Group revenue
increased to
$123.2m
(2024: $117.3m), reflecting
growth in BATM Networks
and BATM Diagnostics
.
On a like-for-like basis,
[…] revenue for 2024 was
$113.1m and therefore on
an adjusted basis 2025
revenues increased 9%
year-on-year.”
Lior Miles, CPA
Chief Financial Officer
15
Strategic Report
Divisional Performance
BATM Networks
$m
2025
2024
Revenue
11.6
8.5
Gross margin*
45.7%
52.5%
Adj. operating loss*
(2.7)
(4.0)
* Adjusted to exclude amortisation of intangible assets, share-based
payments and an exceptional expense from a theft of inventory
Revenue in BATM Networks increased 36% to $11.6m,
representing growth in revenue from sales of our Carrier
Ethernet products as well as Edgility edge virtualisation
and management platform. The reduction in gross margin
reflects a write-off of slow-moving inventory of older
products offsetting the benefits of an exercise undertaken
to reduce production costs as well as the lower costs of
sales associated with the division’s new products. We expect
the BATM Networks gross margin to grow going forward,
particularly as sales of Edgility account for an increasing
proportion of division revenue. BATM Networks also achieved
a 33% reduction in adjusted operating loss as a result of the
strong revenue growth.
BATM Cyber
$m
2025
2024
Revenue
8.3
13.1
Gross margin*
51.1%
41.0%
Adj. operating profit*
0.7
3.1
* Adjusted to exclude amortisation of intangible assets and
share-based payments
Revenue for BATM Cyber in 2025 was in line with our
expectations and compares with exceptional orders delivered
in the prior year to our long-standing customer. Revenue
is derived from products and services delivered to, and
development projects with, our long-standing customer
as well as initial revenue from the commercial markets. The
improvement in gross margin reflects increased efficiencies in
the manufacturing process.
BATM Diagnostics
$m
2025
2024
Revenue
47.5
38.6
Gross margin*
30.0%
28.0%
Adj. operating profit*
17.1
1.3
* Adjusted to exclude amortisation of intangible assets and
share-based payments
BATM Diagnostics delivered growth in revenue from both our
proprietary diagnostic products and distributed diagnostic
products provided by AMS. As noted, AMS was sold during
the year for which we recognised a capital gain of $14.1m,
which was the main contributor to the significant increase in
adjusted operating profit. As explained in the Chief Executive
Officer’s Review, excluding AMS, revenue in the BATM
Diagnostics increased to $7.7m (2024: $4.5m), gross margin
improved to 42.0% (2024: 29.3%) and there was an adjusted
operating profit of $0.1m (2024: $1.8m loss).
Non-core Activities
$m (for continuing operations)
2025
2024
Revenue
55.8
57.0
Gross margin*
29.8%
29.0%
Adj. operating profit*
1.8
3.4
* Adjusted to exclude amortisation of intangible assets and
share-based payments
Non-core revenue in 2024 included a 12-month contribution
from Progenetics and Zer Laboratories, which were both
sold during the first half of 2025. If the contribution of these
businesses is excluded from the second half of 2024, there
was an increase in revenue in 2025 compared with the prior
year. Progenetics was sold for a total consideration of $2m
for our 51% shareholding and we received a total of $383k
in cash in consideration for the disposals of Celitron (which
had been reclassified as a discontinued operation) and Zer
Laboratories.
Lior Miles, CPA
Chief Financial Officer
20 April 2026
16
Annual Report & Accounts 2025
16
Annual Report & Accounts 2025
Key Performance
Indicators
17
Strategic Report
Description
Revenue reflects the
element of billings generated
and recognised during the
period from all operations.
Why it is a KPI
Measures our overall
performance at the
sales level.
Performance
The increase in total revenue
represents growth in BATM
Networks, BATM Diagnostics
and, on a comparable
basis*, the Group’s Non-
core activities. This offset
a reduction in BATM Cyber,
with revenue in line with
management expectations
and compares with
exceptional orders delivered
in 2024. On a reported basis,
revenue increased from
$117.3m in 2024 to $123.2m
in 2025, reflecting growth in
BATM Networks and BATM
Diagnostics.
(* Revenue for 2024 adjusted to exclude
the contribution to H2 2024 of the
Progenetics and Zer Laboratories
operations that were sold during H1 2025)
The Group reviews its key performance indicators (“KPIs”) on an ongoing basis to
ensure they remain relevant. As the Group continues to execute and embed its new
strategy, further KPIs will be selected as the most appropriate measures of business
performance. The measures below are for continuing operations (see note 20 to the
financial statements for details on the discontinued operations).
Revenue
Adj. EBITDA
(2024: $113.1m*)
(2024: $8.1m)
(2024: $1.7m)
$
123.2
m
$
18.9
m
$
(1.9)
m
Cash (used in)/
from operations
Description
Group earnings before
interest, tax, depreciation
and amortisation and
adjusted to exclude
amortisation of intangible
assets, share-based
payments (which are non-
cash) and expenses related
to corporate activity.
Why it is a KPI
Measure of our
effectiveness in turning
revenue into earnings.
Performance
The significant increase is
primarily driven by a $14.1m
capital gain related to the
sale of the Group’s A.M.S
2000 Trading Impex SRL
subsidiary during the year.
Description
Amount of money the Group
brings in from, or uses in,
its operating activities
before the impact of tax
and interest payments.
Why it is a KPI
Reflects how much cash is
generated by our primary
activities that can be used
to maintain or invest in the
growth of our business.
Performance
The movement primarily
reflects changes in
working capital.
18
Annual Report & Accounts 2025
Environment & People
The Directors recognise the significant impact a company can have on its
environment and its social responsibilities. While the Group continues to
execute on its strategy and transform its business, the Board is committed to
proactively taking environmental and social considerations into account and,
increasingly, to understand and measure its performance in this regard.
People
BATM’s people are vital to sustaining success. In order to
recruit and retain the best talent, the Group must ensure
that, across its businesses, it is an employer of choice and
that its employment policies and practices are sensitive to
employees’ priorities and requirements.
BATM has employees in six countries, including scientists,
engineers, sales & marketing personnel and those in
corporate functions, and aims to adhere to certain principles
in terms of employee engagement and employment practices
across the Group. During 2025, efforts were focused on
ensuring greater communication, fostering better synergy,
strengthening team connections and celebrating successes.
In particular, the Group undertook a significant exercise to
launch a new brand identity founded on the commonality
between the Group’s core businesses and to bring them
under a unified brand identity. It also included a redefining of
the Group’s purpose in a way to unite BATM’s people across
the business.
Engagement
BATM understands the importance of maintaining open and
transparent communication with its workforce, and listening
to its people and taking into account their feedback. To
support employee engagement, the Group has a dedicated
human resources function comprising a network of human
resources departments at subsidiary level each headed up
by a VP-level executive who are overseen by the Global VP
Human Resources.
The senior management within the Group’s businesses
regularly communicate with employees on areas including
Group strategy and progress. The Group holds periodic
roundtable discussions for employees to meet with
management to share their views, raise any concerns and
make suggestions on how the workflow in their departments
could be improved. The Group also holds off-site team
building events and company celebrations. In 2025, this
included a significant event to celebrate the launch of the
Group’s new brand, which brought together employees from
around the world.
BATM prioritises training and development for its workforce,
which was continued during 2025. The Group has training
schemes focused on product training, skills enhancement
and the achievement of additional career-enhancing
qualifications, and often supplies in excess of two weeks
training per year for individual employees. In 2025, this
included two comprehensive training workshops on artificial
intelligence for all of the Group’s employees worldwide, which
the Group intends to continue to invest in.
Diversity, equality & inclusion
BATM recognises the benefits to its business of supporting
diversity, equality and inclusion for long-term sustainable
success. The Group is committed to providing a working
environment in which all employees feel valued and respected
and are able to contribute to the success of the business.
The Group promotes equal opportunities within all of its
businesses and aligns its approach with international human
rights standards. BATM believes its employees should be
able to work in an environment free from discrimination,
harassment and bullying, and that employees, job applicants,
customers and suppliers should be treated fairly regardless of:
•
race, colour, nationality, ethnic or national origins;
•
gender, sexual orientation, marital or family status;
•
religious or political beliefs or affiliations;
•
disability, impairment or age.
19
Strategic Report
As detailed further on page 34 of the Corporate Governance
Report, as a company incorporated in Israel, BATM is subject
to the Israeli Law of Equal Opportunity at Work (1988), which
forbids discrimination on the basis of (among others) race,
nationality, state of origin and gender, including in hiring
job candidates. The law states that if an employer asks an
employee or candidate for such details, it will be assumed
that the employer has violated the non-discrimination
provision. The Group operates in compliance with this law.
Health, safety & wellbeing
BATM prides itself on providing high levels of standards on
the health and safety of its employees. The Group has, and
adheres to, health and safety guidelines across the Group,
and has welfare programmes. The Group provides clothing
for employees working in manufacturing areas. In the Group’s
corporate headquarters, employees have access to a gym.
There were no health and safety incidents reported and the
Group did not receive any regulatory fines or penalties in
relation to health and safety matters during the year.
Anti-bribery & corruption
BATM promotes responsible business behaviour. The
Group has an anti-bribery and corruption policy that
provides guidance, details prohibited activities and outlines
responsibilities and whistleblowing mechanisms.
The whistleblowing procedure is managed by an independent
administrator who is a partner at an Israeli professional
services firm, Chaikin, Cohen and Rubin. Employees are
encouraged to approach the administrator if they have
concerns about possible wrongdoing including potential or
actual breaches of applicable laws and regulations and fair
business conduct. The approach can be anonymous, if the
employee chooses. The Group has undertaken not to take
subsequent disciplinary action against a complainant unless
the report was subsequently judged to have been made in
bad faith or to be malicious.
During 2025, there were no instances of whistleblowing
reports, bribery, corruption or business interruptions as a
result of regulatory activity.
Communities
BATM strives to be a responsible corporate citizen within
the local and wider communities in which it operates by
behaving in a socially responsible manner and supporting
local businesses and charities. While it does not have a
formal Group-wide approach, a notable initiative during
2025 was the Group’s collaboration with iSchool, a non-
profit organisation that seeks to reduce social gaps and
provide equal education for all regardless of socio-economic
background or geographical limitation. Employees who
volunteer for the six-month programme receive guidance and
training from iSchool and then provide weekly online tutoring
to students.
Environment
The Group has continued to take steps towards assessing
and managing its impact on the environment, incorporating
climate-related risks and opportunities into its business
planning and reporting thereon, as detailed in the TCFD
Report that follows. Developing awareness of environmental
guidelines at operating facilities, upgrading energy and
lighting systems and developing waste management
procedures are examples of some of the initiatives to
improve the Group’s environmental impact that have already
been made.
20
Annual Report & Accounts 2025
TCFD Report
The disclosure framework of the former Task Force on Climate-related Financial
Disclosures (“TCFD”)
is structured around four thematic areas that are core to how
organisations operate – namely, governance, strategy, risk management and metrics
and targets – with 11 recommended disclosures under these four themes.
This TCFD Report follows the structure of the TCFD 11 recommended climate-related
disclosures, setting out those in which the Company is making full disclosures and
those for which full disclosures are not being made for 2025, the reasons for not
including them and the plans in place to make these disclosures going forward.
The table below shows the TCFD recommended climate-related disclosures and the status of each disclosure:
TCFD Recommendation
Status
Listing
Governance
a) Describe the board’s oversight of climate-related risks and opportunities.
Full disclosure
See page 21
b) Describe management’s role in assessing and managing climate-related risks
and opportunities.
Full disclosure
See page 21
Strategy
a) Describe the climate-related risks and opportunities the organisation has
identified over the short, medium, and long term.
Full disclosure
See page 22
b) Describe the impact of climate-related risks and opportunities on the
organisation’s businesses, strategy, and financial planning.
Full disclosure
See page 23
c) Describe the resilience of the organisation’s strategy, taking into consideration
different climate-related scenarios, including a 2°C or lower scenario.
In progress
Risk Management
a) Describe the organisation’s processes for identifying and assessing
climate-related risks.
Full disclosure
See page 23 & 25
b) Describe the organisation’s processes for managing climate-related risks.
Full disclosure
See page 23 & 25
c) Describe how processes for identifying, assessing, and managing climate-
related risks are integrated into the organisation’s overall risk management.
Full disclosure
See page 23
Metrics and Targets
a) Disclose the metrics used by the organisation to assess climate-related risks
and opportunities in line with its strategy and risk management process.
Full disclosure
See page 24
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG)
emissions, and the related risks.
Full disclosure
See page 24
c) Describe the targets used by the organisation to manage climate-related risks
and opportunities and performance against targets.
In progress
21
During the year, Adv. Livneh, the senior manager leading
the planning, delivery and reporting on the climate-related
financial disclosures, provided the Committee with an
update on the process of managing climate-related risks
and opportunities.
Management’s role
Managers within the Group’s divisions oversee and report
climate-related risks and opportunities at division level.
BATM’s Executive Directors serve as directors in Group
subsidiaries, giving them greater insight across the business
divisions and optimising information flow and operational
decision-making.
Adv. Livneh and Lior Miles, CFO and the Group Risk and
Opportunity Manager (“GROM”), between them consult with
managers within the Group’s divisions to discuss climate
risks and opportunities identification, management and
reporting. The outcomes of these meetings contribute to the
maintenance of the Group’s R&O Register, which integrates
climate-related transitional and physical risks and business
opportunities, following the guidance provided by the
TCFD framework.
Adv. Livneh oversees the Group’s adherence to the
recommendations of the TCFD and the Group’s
corresponding disclosures.
Governance
The organisation’s governance around climate-related
risks & opportunities.
The following should be read in conjunction with the
Corporate Governance section of this annual report, which
can be found on pages 28 to 63, and which is incorporated
into this TCFD Report by reference. The governance structure
around climate-related risks & opportunities is part of the
Group’s overall risk & opportunities governance structure.
Board oversight
The overall responsibility for the detection and management
of climate-related risks and opportunities lies with the Board
of Directors. The Responsible Business Committee of the
Board (the “Committee”) oversees the management of the
various responsible business activities of the Group, including
the management of climate-related risks and opportunities.
During 2025, the Committee met on four occasions. In
addition, climate-related issues were discussed in full
Board meetings. Prior to their meetings, the Directors are
furnished with information in a form and quality appropriate
for them to discharge their duties concerning the state
of the business and performance. In its meetings during
2025, the Committee’s discussions included, inter alia, the
TCFD disclosure recommendations, the Group’s Risks and
Opportunities Management (“ROM”) Framework and the
Group’s Risks and Opportunities (“R&O”) Register.
The Board has delegated the daily operational management
of the business to the CEO and CFO. With this, the CEO
communicates material matters arising, including climate
matters, to the Board. The Board also receives a Group-
wide overview of the Group’s activities, including risks and
opportunities, in the CEO’s overview in the quarterly meetings
of the Board.
Strategic Report
22
Annual Report & Accounts 2025
TCFD Report
(cont.)
Strategy
The actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy,
and financial planning.
The Group’s assessment of its climate-related risks and opportunities are provided in the following TCFD Risks &
Opportunities Table:
Risk Category
Category Overview
Subcategories
Description (including timeframe)
Transition Risk
Risks related to
the transition to a
low-carbon economy
Policy and Legal
•
Potential fines related to level of GHG emissions
(M)
•
Potential increase of tax liabilities in certain
jurisdictions
(M)
•
Potential of limiting success in tenders due to
insufficient rating in environment certification
(M)
•
Potential of increased energy consumption due
to increased temperatures across various
jurisdictions
(L)
•
Potential increase in insurance premiums or inability
to insure assets
(M)
•
Costs of complying with climate-related
regulation
(S)
Technology
Market
Reputation
Physical Risk
Physical risks driven by
extreme weather events
(e.g. heatwaves, floods,
wildfires)
or
extended periods of
increased temperatures
leading to the development
of chronic climate events
(e.g. desertification)
Acute
•
Potential damage to infrastructure, closure of
production plant and business activity interruption
due to wildfires in certain jurisdictions
(L)
•
Increase in costs due to higher energy consumption
due to alterations in global temperature patterns
(L)
Chronic
Opportunity
Opportunities arising as
the business landscape
transitions to a low-carbon
economy
Resource
Efficiency
•
Increased consumer preference due to
potential reduction in energy consumption/GHG
emissions
(S)
•
Analysis of alternative energy source provision to
improve costs and reduce environmental impact at
facilities in certain jurisdictions
(S)
•
Enhanced resilience compared with competitors
due to earlier adoption of climate-related risks and
opportunities management
(S)
Energy Source
Products/
Service
Markets
Resilience
KEY:
S
– short term;
M
– medium term;
L
– long term
The Group considers the short-term time horizon to be
up to two years; medium-term to be between two and five
years; and long-term to be over five years. In defining such
timeframes, the Group took into account the nature of
climate-related issues, which often manifest themselves over
the medium and longer terms; the useful life of the Group’s
assets and infrastructure; and the timeframe that is relevant
and realistic to identify and analyse transitional changes
and to make the necessary adjustments in the strategy and
operations of the Group, such as developing new product
lines or making changes in existing ones.
To determine which risks and opportunities could have
a material financial impact, the Group applies a ROM
Framework, as described in the Risk Management section
of this report. This Framework incorporates the detection,
evaluation and management of climate-related risks and
opportunities into the Group’s general risk management,
and in its application during 2025 climate-related risks
and opportunities were discussed with unit managers and
considered in the process of maintaining and updating the
Group’s R&O Register.
The risks and opportunities detection, analysis and evaluation
performed by the Group in 2025 did not reveal any
climate-related issues that, in the opinion of the Group,
taking into account the probability, impact and timeframe of
the risks and opportunities, could have a material financial
impact on the Group. Accordingly, climate-related risks
and opportunities had no significant impact on the Group’s
business model, strategy or financial planning. The Group will
continue to track and review the risks and opportunities as
they evolve.
Next steps
The Board has decided that the Group will perform two
scenario analyses – including a ‘2°C or lower’ scenario
– based on qualitative assessment of the impact on the
Group’s activities, supply chain, energy costs and geographic
exposure. This analysis of the Group’s resilience to
climate-related scenarios will begin over the coming two
years as the Group continues the rollout of its new strategy to
become a business focused on networking and cybersecurity.
23
Risk Management
The processes used by the organisation to identify, assess,
and manage climate-related risks.
The Group’s processes to identify, assess and manage
climate-related risks are described in the Risk Management
section on pages 25 to 27, which is incorporated into this
TCFD Report by reference. The processes regarding climate-
related risks are fully integrated into, and form part of, the
processes for all business risks.
As noted in the Risk Management section, the management
of the Group’s business risks, including climate-related risks,
is the responsibility of the Board. The GROM – in conjunction
with the Board, General Counsel, business unit managers and
external advisers – identifies and assesses business risks, and
develops proposed actions for the management thereof.
Risk management is conducted in accordance with the
Group’s ROM Framework, which incorporates the following
four key steps, as discussed further in the Risk Management
section: detection and list, assessment, action and monitor
and report. The Group has also progressed its climate-related
risks and opportunities assessment procedure to include
the impact on the metrics that it has adopted to assess
climate-related risks and opportunities as described overleaf.
Strategic Report
24
Annual Report & Accounts 2025
TCFD Report
(cont.)
Metrics and Targets
Disclose the metrics and targets used to assess and manage
relevant climate-related risks and opportunities where such
information is material.
The metrics BATM has adopted to assess climate-related
risks and opportunities are CO
2
emissions across Scope 1,
Scope 2 and category 6 of Scope 3 standards in line with the
Greenhouse Gas (GHG) Protocol.
A comprehensive assessment of BATM’s GHG emissions
was undertaken, in accordance with the GHG Protocol.
In summary, there was a reduction in total CO
2
emissions
in 2025 to 1,831 tons (2024
(1)
: 1,988), which reflects lower
emissions in BATM Diagnostics and the Group’s non-core
activities. The following table shows the Group’s 2025 GHG
emissions broken down by scope and division, including the
Group’s corporate headquarters and its non-core activities:
Division
CO
2
e
(tons)
Scope 1&2
Business
Travel
CO
2
e (tons)
Scope 3
Cat.6
Total
CO
2
e
(tons)
Distribution
Ratio
of CO
2
e
Corporate
HQ
70.43
15.33
85.76
5%
BATM
Networks
131.54
64.16
195.71
11%
BATM Cyber
30.76
2.51
33.27
2%
BATM
Diagnostics
513.39
27.02
540.41
30%
Non-core
(1)
973.06
3.14
976.20
53%
Total Group
1,719
112
1,831
-
In preparation for establishing performance metrics to assess
the environmental impact and progress within each division,
the Group has analysed carbon intensity ratio per US$ million
in revenue in 2025:
Next steps
Division
(2)
Revenue
($m)
Total
CO
2
e (tons)
tCO
2
e/$m
Distribution
Ratio
of CO
2
e
BATM
Networks
11.6
205.3
17.7
11%
BATM Cyber
8.3
34.9
4.2
2%
BATM
Diagnostics
47.5
567.0
11.9
31%
Non-core
(1)
55.8
1,024.2
18.4
56%
Total Group
123.2
1,831.4
14.9
-
To enable the Group to better monitor its emissions,
determine trends, establish reduction targets, analyse
potential areas of risk and identify the opportunities available,
the Group intends to progress:
•
Propose to the Board the targets that should be used
to assess and manage relevant climate-related risks and
opportunities, with 2027 forming the base year.
•
System integration for collecting data throughout the
year.
•
Using emission data to inform decision making through
regular internal reporting and support the management
and eventual reduction of emissions from Scope 1 & 2.
•
Continue the expansion of Scope 3 categories
measurement.
(1) The figures are for continuing operations only
(2) The emissions for the corporate headquarters have been allocated
to the divisions on a proportionate basis
Strategic Report
25
Risk Management
Risk Management Process
The management of the Group’s business risks is the responsibility of the Board.
Opportunities and risks to the future success of the business have been considered
and addressed in accordance with BATM’s corporate Risk and Opportunity
Management (“ROM”) Framework. The process for the identification of emerging risks
and for the assessment, management and mitigation of business risks is as follows:
Viability Statement
The Directors have assessed the Company and the Group’s
viability over a period of three years. The Directors have
determined that a three-year period is an appropriate
timeframe for assessment because it is aligned to the Group’s
strategic planning process and therefore reflects the Board’s
best estimate of the future viability of the business.
In making their assessment, the Directors took account
of the Company and the Group’s current financial and
operational positions and contracted capital expenditure.
They also assessed the potential financial and operational
impacts, in severe but plausible scenarios, of the principal
risks and uncertainties set out below and the likely degree
of effectiveness of current and available mitigating actions.
Based on this assessment, the Directors have a reasonable
expectation that the Company and the Group will be able to
continue in operation and meet all their liabilities as they fall
due for the three years to 31 December 2028.
In making this statement, the Directors have also made key
assumptions (see note 4 to the financial statements).
Detection and listing
The Group Risk and Opportunity Manager (“GROM”) – in
conjunction with the Board, General Counsel, managers in
the Group’s divisions and external advisers – identifies risks
and opportunities (“R&O”) that are material to BATM, and
which includes the consideration of climate-related risks. The
process includes meetings with unit managers and the use
of key relevant information sources. The maintenance of the
resulting R&O list is undertaken by the GROM and approved
by the Board. Mr. Lior Miles, the Group’s CFO and an Executive
Director, is the GROM of BATM.
Assessment
An assessment of each R&O is undertaken by the GROM, in
conjunction with the parties listed above. This assessment
is based on impact, probability and timeframe – producing
a risk assessment ranking – and determines those risks and
opportunities that require the development of appropriate
actions. This is then reviewed by the CEO before being
presented to the Board. During 2025, the Board carried out a
review of the effectiveness of the Group’s risk management
and internal control systems.
Action
The GROM, with the appropriate unit managers, develops
proposed actions that are then finalised in conjunction
with the CEO. The GROM and unit managers ensure the
completion of the actions in the agreed timeframe.
Monitor and report
The Company’s internal auditor (as defined under Israeli law)
monitors the completion of the agreed actions and the CEO
and GROM report regularly to the Board, who monitor and
approve the decisions and actions.
The process is repeated periodically, with dynamic
adjustments to the process itself, if required, and
based on any significant changes in any significant risk
and/or opportunity.
Principal Risks and Uncertainties
The risks outlined below are those that the Board considers to be material to the Group. The Board routinely monitors risks that
could materially adversely affect the ability of the Group to achieve its strategic goals and to maintain financial stability, assisted
by the senior management team.
Risk
How we manage the risk
Risk assessment
in 2025*
Political and
economic
There is a risk of harm to the business
from political unrest or disruption,
particularly in emerging markets, and
from a deterioration of economic
conditions.
The Group’s operations are dispersed over a
number of locations so that should a material
adverse political or economic event arise in
one location, the Group can continue with
its operations elsewhere, thereby helping to
mitigate the impact on its overall business.
↓
Legal and
compliance
There is a risk that legal and/or
regulatory requirements are not
met, leading to the loss of licence
to operate, reputational damage or
financial loss.
The Group retains experienced high calibre
legal advisers for the Company and the
Group’s divisions who provide ongoing advice
and updates on relevant legal compliance
requirements. The Group monitors the
regulations relevant to its activities and, when
needed, makes the necessary adjustments to
maintain compliance.
↑
Business
continuity
There are risks to business continuity
from specific events, such as natural
disasters and pandemics.
The Group operates in numerous locations
and its manufacturing contractors are also
located in multiple locations, which would help
to mitigate the impact of a business disaster. In
addition, the key employees in the workforce
have been positioned such that they are able to
work without interruption by working remotely
from their homes. The Group also keeps a cash
cushion to ensure that unexpected events
don't cause unnecessary indirect adverse
effects beyond the direct outcomes.
–
Supply chain
A disruption in the supply of key
raw materials or services to a
manufacturing site could affect the
Group’s ability to make and deliver
products to customers, leading to
interruption in supply, lost revenue
and damage to its reputation as a
reliable supply partner. This could
be resulting from market shortages,
disruption due to global events and
physical climate-related disruption of
upstream supply chains.
The Group has established strong supplier
relationships and collaborates with multiple
vendors globally to broaden the geographical
coverage of its access to available components.
The Group requests that customers provide
long-term committed forecasts and itself
provides multi-year forecasts to its contract
manufacturers. Where appropriate, it
reengineers products to enable them to have
replaceable component alternatives. At times
when availability of components is constrained,
the Group seeks alternative sources and to
increase inventory levels of both components
and finished goods. In addition, the Group’s
management of supply chain risk has been
strengthened with the creation of the
Group-wide Chief Operating Officer role in
2024 and the roll-out of new operational
processes in 2025.
↓
Competition
There is a risk that BATM is unable
to build and maintain competitive
advantage in its focus markets.
In particular, there is a risk that
competitors with greater financial
resources may develop technology
that is superior to that of the
Group and they may also adopt
more aggressive pricing models or
undertake more extensive advertising
and marketing campaigns.
The Group operates in large markets, but
with a focus on areas where it can establish
a leadership position through technological
expertise and innovation. The Group ensures
that its products remain world-leading
through investment in R&D. It maximises its
resources and enhances its routes-to-market
by establishing partnerships, collaborations
and joint ventures. In 2025, the Group also
expanded its sales personnel for its networking
and cybersecurity activities.
–
Low
26
Annual Report & Accounts 2025
Risk Management
(cont.)
Mild
Mild
Mild
Low
Strategic Report
27
Customers
and partners
There is a risk of harm to the Group’s
revenues as a result of termination of
business relationships with material
customers or partners and sales
agents. This risk is increased by the
challenging global macroeconomic
conditions and the impact that this
could have on the business and
viability of customers and partners.
The Group maintains ongoing dialogue with its
customers and business partners in order to
identify ahead of time any potential problems
arising on the part of the customer and in
order to maintain a close relationship with its
customers. The Group also does not have a
significant reliance on one or few customers or
partners.
↑
Research &
Development
(R&D)
There is a risk that R&D programmes
overrun or do not deliver the
expected benefits.
With respect to R&D, the Group’s strategy has
been to diversify its R&D operations among a
variety of teams and by using different R&D
funding sources – thus reducing the R&D risk.
Any significant new R&D projects are brought
to the Board for consideration. In addition, the
Group intends to increase its R&D investment
in 2026.
↑
Information
security
(including
cybersecurity)
There is a risk of information security,
data loss and corruption, and physical
damage to IT infrastructure.
The Group routinely carries out proactive
measures, such as IT evaluations, to ensure
that its IT systems have the latest cybersecurity
tools and security procedures in place. These
procedures include, inter alia, implementing
security controls, staff training, routing
backups and regular rehearsals of the
Groups disaster recovery plan. The Group has
established an IT committee, led by the Chief
Operating Officer and consisting of managers
with professional knowledge and experience
in networking and cyber risk, which closely
monitor IT and cyber risks. During 2025, the
Group’s internal auditor performed an audit on
the Group’s IT and cyber resilience, including
conducting penetration tests – which is also
monitored by external experts. The Group has a
cybersecurity insurance policy.
↓
Market risk
There is a risk that changes in market
prices, such as foreign exchange,
inflation and interest rates, will lead to
financial loss.
The Group’s finance department at the
corporate level manages and monitors market
conditions and exposure. Most of the cash,
income and expenses in each company or
subsidiary is held in a way to reduce the Group’s
exposure to currency fluctuations. When
this is not possible, the Group uses hedging
transactions when needed to protect itself
against potential currency risk. However, this
is only done to a certain extent as the Board
believes it is very difficult to hedge against
currency fluctuations arising from translation in
consolidation in a cost-effective manner. The
Group also monitors the impact of inflation and
adjusts sales prices to maintain its margins. The
Group’s exposure to interest rate risk is low as
it has relatively low bank debt. However, due to
the impact of changes in interest rates on the
financial markets, the Group closely monitors
possible indirect impacts.
–
* Risk assessment in 2025 compared with 2024. It shows 1) whether the risk was assessed to have increased, decreased or stayed the same
compared with the prior year and 2) the risk level, which is calculated based on the scores assigned for each risk for impact, probability and
timeframe and ranked as follows:
low
(0-5),
mild
(6-10),
medium
(11-15) and
high
(>15) .
All of the risk categories have elements related to climate change. For further information on the Group’s climate-related risk
management, please see the ‘Strategy’ and ‘Risk Management’ sections of the TCFD Report on pages 22 to 23.
Medium
Mild
Mild
Low
28
Annual Report & Accounts 2025
Moti Nagar
Executive Director & CEO
Moti Nagar has been the CEO of BATM since 1 January 2023,
having been the CFO since 2015. During his time at BATM,
Mr. Nagar has been instrumental in driving the business’
development, including leading several M&A transactions,
the Group’s IPO on TASE and, since his appointment as CEO,
delivering a renewed strategy. Prior to BATM, Mr. Nagar held
several senior positions at Deloitte, which he joined in 2005. As
a Senior Manager, Mr. Nagar was responsible for handling the
accounts of leading corporate clients in Israel and overseas,
with companies traded on the LSE, NASDAQ and TASE as well
as private businesses operating in a range of sectors. Mr. Nagar
is a member of the Managing Board of the Israeli Association
of Publicly Traded Companies, a non-profit organisation
representing hundreds of companies listed on the Tel Aviv Stock
Exchange and other stock exchanges throughout the world. Mr.
Nagar graduated in Business Management and Accounting and
qualified as an Israeli Certified Public Accountant (CPA, Israel) in
2008. He also holds an MBA in Financial Management from Tel
Aviv University. He was re-elected as a Director of the Board in
December 2024.
Relevant skills and experience
Mr. Nagar brings to the role of CEO business management
and accounting skills and experience he gathered from his
years as CFO at BATM and as an audit manager to international
companies. As CEO of BATM his core skills include:
•
Business leadership and management
•
International business operations and strategy
•
Business finance
•
M&A experience
•
Stakeholder and shareholder management
•
Forward thinking and calculated risk management
Gil Sharon
Non-executive Chairman
Gil Sharon has over 30 years’ experience in the
telecommunications industry. He is currently Chairman
of IBC, an Israeli fibre optic telecom company. Prior to
IBC, he was Executive Chairman of Bezeq The Israeli
Telecommunications Corporation Ltd (TASE: BEZQ), the
largest telecommunications group in Israel, and Chairman
of its subsidiaries: Pelephone, a mobile network operator;
Yes, a television and internet service provider; and Bezeq
International, a business internet services, international
communication, integration and IT solutions company. Other
roles have included Chairman, CEO and co-investor of Golan
Telecom, and CEO of Pelephone.
Relevant skills and experience
Mr. Sharon has extensive experience in providing strategic
business consulting to boards and executives, particularly
within the telecommunication and technology sectors.
Directors’ Biographies
Committee
membership
N
29
Corporate Governance
Varda Shalev
Non-executive Director
Prof. Varda Shalev is a specialist in epidemiology, medical
informatics and predictive analytics in community healthcare.
She was a founder and director of the Morris Kahn &
Maccabi Institute for Health Research and Innovation and
is an active primary care physician. She has pioneered the
development of multiple disease registries to support chronic
disease management, and has authored or co-authored
over 200 publications in peer-reviewed medical journals.
She is a Managing Partner of Team8 Health, a medtech
focused venture capital company, and a director of Teva
Pharmaceutical Industries Ltd. In addition, she is a Professor
at the Tel Aviv University School of Public Health and sits on
the advisory board of several med-tech businesses.
Relevant skills and experience
Prof. Shalev brings over 30 years’ experience in medicine,
including clinical research, healthcare information technology
and epidemiology. Her industry and clinical knowledge is
complemented by business acumen, having established
and grown a number of organisations, making Prof. Shalev a
valuable addition to the Group as it develops its bio-medical
product offering and markets.
Lior Miles
Executive Director & CFO
Lior Miles was appointed CFO of BATM on 22 June 2025,
bringing over 15 years’ experience in financial management
for public and private companies operating globally primarily
in the technology industry, including serving as VP Finance
of BATM from 2015-2021. Mr. Miles joined BATM from Kenes
Group where, as Group CFO, he oversaw financial operations,
including investments, cash management, risk management,
insurance, M&A, taxation and financial strategy, for the
global operations across 18 locations on four continents.
Other experience includes being Director of Finance for Abra
Information Technologies Ltd., a TASE-listed provider of IT
services and solutions, and its subsidiaries in the US and
Israel. Mr. Miles is an Israeli Certified Public Accountant who
commenced his career as an accountant at PwC, where he
performed company audits in accordance with US GAAP and
IFRS standards. He holds a BA in Accounting and Economics
and an MA in Accounting from Bar Ilan University.
Relevant skills and experience
•
Mr. Miles has senior finance experience at businesses with
global operations and with public company obligations.
He also has familiarity with BATM due to his previous
employment.
A
N
R
Committee
membership
30
Annual Report & Accounts 2025
Shmuel Ben Zvi
Non-executive Director
Dr. Shmuel (Muli) Ben Zvi was elected as a Director of BATM
in December 2024. He has extensive executive and board
experience across multiple industries, including nine years as
a director of Bank Leumi, the largest banking corporation in
Israel, and being elected Chairman of the board in October
2023 for the final year of his tenure. At Bank Leumi, he was
a member of the board’s audit, risk management, credit,
technology and strategy committees. Dr. Ben Zvi is currently
Chairman of Revolut Israel, a digital bank and an entity of the
global Revolut Group Holdings Ltd, and a director of Protalix
Biotherapeutics (NYSE American: PLX). He was previously a
director of Sol-Gel Technologies (NASDAQ: SLGL) and VBL
Therapeutics (NASDAQ: VBLT). From 2004 to 2014, he held
a number of managerial positions at Teva Pharmaceuticals
(NASDAQ and TASE: TEVA), including Vice President of
Strategy and Vice President of Finance.
Relevant skills and experience
Dr. Ben Zvi brings to the Board extensive experience in
finance and strategy management as well as a deep
understanding of corporate governance, including for
international public companies.
Avigdor Shafferman
Non-executive Director
Dr. Avigdor Shafferman had an established career at the Israel
Institute for Biological Research, a leading governmental
applied research institute specialising in the fields of biology,
medicinal chemistry and environmental sciences, where
he worked for almost 40 years. He is a recipient of several
prestigious scientific awards and author of over 200 scientific
papers. Most recently, from 1995 until his retirement in 2013,
he was General Director of the organisation. Other roles have
included serving as a visiting professor in the University of
California, San Diego at the biology department as well as a
visiting senior research scientist at various leading research
institutions in the United States in various medical areas,
including vaccines. Dr. Shafferman holds a Ph.D. in physical
chemistry from the Hebrew University of Jerusalem.
Relevant skills and experience
Dr. Shafferman is an influential scientist with experience in
top-management and international cooperation. His skills
span applied medical research, vaccine development and
environmental science, which is highly relevant for supporting
BATM’s developmental diagnostic activities.
Directors’ Biographies
(cont.)
Committee
membership
N
R
RB
Committee
membership
A
RB
31
Corporate Governance
Ayala Hakim
Non-executive Director
Ayala Hakim is a director of Bank Yahav, which is a retail bank
in Israel that was established in 1954. She served as the Chief
Information Officer of Mizrahi-Tefahot Bank Ltd., one of
Israel’s largest financial institutions, and CEO of its technology
division from 2013 until 2025. During her tenure, she led
large-scale digital transformations, enterprise IT strategy -
including harnessing and leveraging technology to implement
the bank’s business strategy and create new business
opportunities - and complex system integrations. Prior to
joining Mizrahi-Tefahot Bank, Ayala spent over 30 years in
leadership roles focusing on technology and IT for the Israeli
government. Mrs. Hakim is currently a non-executive director
of Space-Communication Ltd (TASE: SCC).
Relevant skills and experience
Mrs. Hakim brings ample leadership experience across the
financial and technology sectors, with a particular focus on
business transformation utilising novel technology.
Committee Key
Audit Committee
Remuneration Committee
Nomination Committee
Responsible Business Committee
Committee Chair
A
N
R
RB
Committee
membership
A
R
RB
32
Annual Report & Accounts 2025
Corporate Governance Report
The Company is committed to high standards of corporate
governance and the Board is accountable to the Company’s
shareholders for such governance. The Board carefully reviews
all new regulations relating to the principles of good corporate
governance and practice and endeavours to apply them where
applicable. It also carefully reviews any comments received
from independent reviewing agencies and shareholders and
communicates with them directly. The Company believes that
the combination of the experience of its Chairman, Gil Sharon,
with the experience and expertise of its Executive and Non-
executive Directors, provides the Company with the relevant
leadership to address its position as an Israeli company
that is traded on the London Stock Exchange and which is
also traded on the Tel Aviv Stock Exchange. The Company’s
governance contributes to the delivery of its strategy through
the combination of the ongoing leadership of the Executive
Directors in the Company’s day-to-day efforts to deliver its
strategy and the monitoring and guidance of the Chairman
and the Board in periodical meetings as well as ad-hoc
meetings when a specific issue requires the attention and
guidance of the Board.
Corporate Governance Framework
The Board has delegated the daily operational management
of the business to the CEO, and holds him to account for
his responsibilities. Business risks and opportunities are
assessed primarily through the leadership of the Executive
Directors (one of whom currently serves as the Group Risk
and Opportunity Manager) in consultation with managers
within the Group’s divisions. The Board also operates through
several committees: Audit, Remuneration, Nomination
and Responsible Business. Executive Directors serve as
directors in Group subsidiaries. The Board receives a Group-
wide overview of the Group’s activities, including risks and
opportunities, in the CEO’s overview in the quarterly meetings
of the Board. The Board of the Group is able to validate the
information that it receives from the Executive Directors via
the internal auditor (as defined under Israeli law) and the
external auditors’ audit of the annual and interim reports.
BATM’s corporate governance structure is shown in the
diagram below.
Appointment
and review
Repoing &
accountability
Repoing
Repoing
Executive Directors of the Group
(CEO & CFO)
Internal
Auditor
Shareholders
Repoing &
accountability
Appointment,
review and
approval
Board of Directors
of the Group
•
Chairman
•
Non-executive Directors
•
External Directors*
•
Executive Directors
Audit
Commiee
Remuneration
Commiee
Responsible
Business
Commiee
Nomination
Commiee
* As defined under Israeli law
33
Corporate Governance
33
senior management; major investments; risk management;
corporate governance; engagement of professional advisers;
political donations; internal control arrangements; and
additional responsibilities and duties as defined in the Israeli
Companies Law and the Company’s Articles of Association.
The ultimate responsibility for reviewing and approving the
annual report and financial statements, and for ensuring
that they present a balanced assessment of the Company’s
position, lies with the Board. These provisions have been fully
complied with.
Board and Committee meetings
In compliance with Israeli company legislation, the Board
meets at least four times a year in formal session. Prior to
each meeting, the Board is furnished with information in a
form and quality appropriate for it to discharge its duties
concerning the state of the business and performance. The
Chairman met with Non-executive Directors, without the
Executive Directors present, during the year.
The Board
The Board consists of the Non-executive Chairman, two
Executive Directors (CEO and CFO) and four Non-executive
Directors. Two of the Non-executive Directors are defined
as ‘external directors’ under Israeli law. All the Directors bring
a broad and valuable range of skills and experience to the
Group (their biographical details are set out on pages 28 to
31). The division of responsibilities between the Chairman,
CEO and other Directors is clearly established, and no
individual has unrestricted powers of decision.
Matters reserved for the Board
The Israeli Companies Law, which applies to the Company,
sets out and defines the responsibilities and duties of, and
areas of decision for, the Board. These include preparation
and approval of financial statements; distributions (dividends
and share buy-backs); long-term objectives and commercial
strategy; appointment, removal and compensation of
Meeting Attendance
Director
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Responsible
Business
Committee
Current Directors
Gil Sharon, Chairman
(1) (2)
2/2
-
-
0/0
-
Moti Nagar, CEO
(2)
15/15
-
-
-
3/3
Lior Miles, CFO
(2) (3)
2/2
-
-
-
-
Prof. Varda Shalev, SID
15/15
10/10
5/5
2/2
3/3
Dr. Avigdor Shafferman, NED
15/15
9/9
5/5
2/2
4/4
Dr. Shmuel Ben Zvi, NED
14/15
2/2
-
-
1/1
Ayala Hakim, NED
(4)
2/2
1/1
1/1
-
1/1
Former Directors
Dr. Gideon Chitayat, Chairman
(2) (5)
15/15
-
-
2/2
3/3
Ran Noy, CFO
(2) (6)
5/6
-
-
-
-
Harel Locker, SID
(7)
10/10
8/8
3/3
2/2
3/3
Dr. Zvi Marom, NED
(8)
10/10
-
-
-
-
(1) Gil Sharon was appointed a Non-executive Director on 10 December 2025 and assumed the role of Chairman on 25 December 2025
(2) The Chairman and/or Executive Directors attend parts of certain meetings of the Audit and Remuneration Committees at the request of the
Committee or when the Committee Chair decides that they are required for the presentation of certain subjects
(3) Lior Miles was appointed as CFO on 22 June 2025 and became an Executive Director on 10 December 2025 following shareholder approval
of his nomination as a Director in accordance with Israeli law
(4) Ayala Hakim was appointed as an External Director on 10 December 2025
(5) Dr. Gideon Chitayat stepped down as Chairman on 25 December 2025 and retired from the Board on 1 January 2026
(6) Ran Noy stepped down as CFO and as a Director on 21 June 2025
(7) Harel Locker finished his final three-year term as an External Director on 25 September 2025
(8) Dr. Zvi Marom stepped down from the Board on 10 December 2025. There were three Board meetings that occurred during the year that Dr.
Marom was not eligible to attend owing to his personal involvement in the A.M.S 2000 Trading Impex SRL (“AMS”) transaction
34
Annual Report & Accounts 2025
Division of Responsibilities
The responsibilities of the Chairman, CEO and other Directors
are clearly set out and defined under Israeli Companies Law
and the Company’s Articles of Association, with no individual
having unrestricted powers of decision.
The Chairman is responsible for the leadership of the Board,
while the responsibility for the day-to-day management of the
Group has been delegated to the CEO. The CEO is supported
by the executive management team, which is responsible
for making and implementing operational decisions and for
making recommendations to the Board.
Independence
Prof. Shalev, Dr. Shafferman, Dr. Ben Zvi and Ayala Hakim qualify
as “Independent Directors” as this term is defined in the Israeli
Companies Law. The Board considers that the aforementioned
directors in addition to Gil Sharon are independent in
accordance with the UK Corporate Governance Code.
The interests of the Directors in the Company and their
shareholdings are set out on page 57.
All Directors are subject to annual re-election by shareholders
at the Annual General Meeting, except the external directors –
being Prof. Varda Shalev and Ayala Hakim – who, in accordance
with Israeli law, cannot be subject to annual re-election (but
the law does allow for their removal from office if certain
conditions are met). External directors under Israeli law are
appointed for a minimum of one three-year term, which may
be extended by the Company (subject to shareholder approval)
for no more than two additional terms of three years each.
Diversity
The Group operates open and inclusive hiring and staff
management practices, and encourages employment of people
drawn from a wide range of socioeconomic backgrounds. At
present, it does not have a formal diversity policy due to the
requirements of the Israeli Law of Equal Opportunity at Work
(1988) (see ‘Diversity, Equality & Inclusion’ on pages 18 to 19).
However, it appreciates its importance and intends to explore
the ability to produce a policy that complies with Israeli law. The
Board evaluates and reviews its structure, size and composition
on a continual basis, including its balance of skills, knowledge,
experience and diversity, while factoring in the Group’s strategy,
risk appetite and future development.
Regarding Board composition, the Company is subject to the
mandatory provisions of the Israeli Corporation Law, which sets
rules regarding board diversity. According to section 239(d)
of the law, if at the time of appointing an external director all
the current directors are of the same gender, the appointed
director should be of the other gender. The Company complies
with this provision. Regarding a senior position being held by
a woman, Prof. Varda Shalev is Senior Independent Director.
Regarding a member of the Board being from a minority ethnic
background, inquiries regarding a person’s ethnic background
or references thereto are considered inappropriate in the
Israeli culture and may also be considered inconsistent with
law or regulation. As a company incorporated in Israel, BATM is
subject to the Israeli Law of Equal Opportunity at Work (1988),
which forbids discrimination on the basis of (among others)
race, nationality, state of origin and gender, including in hiring
job candidates. The law states that if an employer asks an
employee or candidate for such details, it will be assumed that
the employer has violated the non-discrimination provision. The
Group operates in compliance with this law.
As at 31 December 2025, gender representation on BATM’s
board and executive management team was as shown in the
table below.
Number of Board
members
Percentage of the
Board
Number in
executive
management
Percentage
of executive
management
Male
5
71
23
82
Female
2
29
5
18
Corporate Governance Report
(cont.)
35
Corporate Governance
35
by the Board for the following year. All Directors are properly
briefed on issues arising at Board meetings and any further
information requested by a director is always made available.
The Company Secretary, Yair Livneh, is present at every Board
meeting and Board committee meeting. All of the Directors
have access to Mr. Livneh’s services. In accordance with the
Israeli Companies Law, in special cases the Directors may take
independent professional advice at the Company’s expense
in furtherance of their duties, if the Company’s cover of the
costs is approved by the Board or by a court of law.
Board Committees
The Board has appointed an Audit Committee, a
Remuneration Committee and a Nomination Committee
to deal with specific aspects of the Company’s affairs and
ensures that each such committee is fully constituted and
operates as required under the Israeli Companies Law. In
addition, the Board has appointed a Responsible Business
Committee to deal with social, environmental, health and
safety practices, diversity and similar matters with respect
to the way the Company conducts itself. The composition
of the aforementioned committees and an overview of their
activities are detailed below.
Audit Committee
Members: Prof. Varda Shalev (Chair), Ayala Hakim
and Dr. Shmuel Ben Zvi
The Audit Committee meets at least four times a year. The
membership of the Audit Committee consists of independent
Non-executive Directors. During the year under review, Harel
Locker stepped down from the Audit Committee when he
retired from the Board after completing his third three-year
term as an External Director, which is the maximum time that
can be served under Israeli Companies Law.
Mr. Locker was
succeeded as Chair of the Audit Committee by Prof. Varda
Shalev. Mrs. Hakim and Dr. Ben Zvi joined the Audit Committee
during the year. The Board has considered the requirements
of the UK Corporate Governance Code with respect to the
composition of audit committees and is satisfied that all
members of the Audit Committee have recent and relevant
financial experience and that the Committee as a whole
has competence relevant to the sectors in which the
Group operates.
The Audit Committee has been delegated responsibility
for ensuring the financial performance of the Company is
properly reported on and reviewed and for the monitoring
of the external auditor, the internal auditor and oversight of
internal controls. Further details on the Audit Committee’s
responsibilities and main activities are set out in the Audit
Committee Report on pages 40 to 43.
Effectiveness and Evaluation
The Board’s members have a wide breadth of experience
in areas relating to the Company’s activities, including in
leadership, management, business development, technology,
finance, entrepreneurship and risk management. All of the
Directors are of a high calibre and standing. The Board
is of the opinion that each of its members has the skills,
knowledge, aptitude and experience to perform the functions
required of a director of a listed company and that the Board
is comprised of a good balance of Executive and Non-
executive Directors to ensure it performs its duties effectively.
Further biographical details can be found on pages 28 to 31.
The Nomination Committee is responsible for succession
planning and conducting the process to appoint new Board
members. However, ultimately, the appointment of any new
Director is a matter for the shareholders at a general meeting.
Non-executive Directors are advised on appointment of the
time required to fulfil their role. The Company’s two External
Directors, as defined under Israeli law, being Prof. Varda Shalev
and Ayala Hakim, have significant additional appointments,
which is customary in Israel owing to the fixed nature of
remuneration and tenure of External Directors. In addition,
the Board considers their broader involvement in the business
community to be of benefit to BATM and it is satisfied that the
Chairman and each of the Non-executive Directors, including
the External Directors, are able to devote sufficient time to the
Company’s business.
During the year, the Board undertook an internal evaluation of
its own performance and that of its committees and individual
Directors. Individual evaluation aims to show whether
each Director continues to contribute effectively and to
demonstrate commitment to the role (including commitment
of time for Board and committee meetings and other duties).
Induction
The induction of newly elected Directors into office is the
responsibility of the Chairman of the Board. The new Directors
meet with senior members of management who present the
Company and its activities, and receive a guided tour of the
Company’s corporate headquarters.
Information And Support
Prior to each Board meeting, the Directors are furnished with
information in a form and quality appropriate for them to
discharge their duties concerning the state of the business
and performance. The Directors periodically receive a detailed
operating report on the performance of the Company in
the relevant period, including a consolidated statement of
financial position. A fuller report on the trading and quarterly
results of the Company is provided at every quarterly Board
meeting. Once per year, a budget is discussed and approved
36
Annual Report & Accounts 2025
Remuneration Committee
Members: Ayala Hakim (Chair), Prof. Varda Shalev
and Dr. Avigdor Shafferman
The Remuneration Committee has responsibility for making
recommendations to the Board on the Company’s policy
on staff remuneration and is authorised to decide whether
to approve remuneration of Office Holders (as designated
under Israeli Companies Law), including the Chairman of
the Company and Executive Directors (including pension
rights and any compensation payments). The membership
of the Remuneration Committee consists of independent
Non-executive Directors. During the year under review, Harel
Locker stepped down from the Remuneration Committee
when he retired from the Board and Ayala Hakim joined
the committee and succeeded Prof. Shalev as Chair of
the committee.
Further details on the Remuneration Committee’s
responsibilities and activities can be found in the
Remuneration Committee Report on pages 44 to 45
(within the Directors’ Remuneration Report). Information
on the Company’s policy regarding the setting of Directors’
remuneration, together with the remuneration of Directors,
is set out in the Directors’ Remuneration Report on pages
44 to 59. The Company’s current remuneration policy
as recommended by the Remuneration Committee was
approved at the Annual General Meeting of the Company
on 19 December 2024. The remuneration policy is more fully
explained in the Directors’ Remuneration Report.
Nomination Committee
Members: Gil Sharon (Chair), Prof. Varda Shalev
and Dr. Avigdor Shafferman
The membership of the Nomination Committee consists
of independent Non-executive Directors. In line with the
Committee’s terms of reference, the Chairman of the Board
acts as Chair of the Committee. Accordingly, Gil Sharon
succeeded Dr. Gideon Chitayat as Chair of the Nomination
Committee when he assumed the role of Chairman of the
Company. In addition, Harel Locker stepped down from the
Remuneration Committee following his retirement from the
Board. During the year, the Nomination Committee met on
two occasions where it discussed, and recommended to the
Board, the appointment of new Non-executive Directors.
The Nomination Committee is specifically tasked with
assessing the process utilised by the Company in relation
to Board appointments and in monitoring diversity during
the recruitment process and in the context of the resulting
appointment made. During the process, the Nomination
Committee considers the role and capabilities required for
a particular appointment, with consideration given to the
balance of skills, experience, independence and knowledge
on the Board. Board appointments are made on merit, having
due regard, amongst other things, to the benefits of diversity
on the Board. The Nomination Committee considers the skills,
experience and expertise of a potential candidate against the
needs of the Company, and presents its recommendations to
the Board.
Responsible Business Committee
Members: Dr. Shmuel Ben Zvi (Chair), Ayala Hakim
and Dr. Avigdor Shafferman
During the year, Dr. Ben Zvi and Ayala Hakim joined the
Responsible Business Committee and Dr. Ben Zvi succeeded
Dr. Gideon Chitayat as Chair, with the latter stepping down
from the committee along with Moti Nagar and Prof. Varda
Shalev. Harel Locker also stepped down from the Responsible
Business Committee following his retirement from the Board.
The primary role of the Responsible Business Committee is to
assist the Board in:
•
understanding the views of key stakeholders in
the Company;
•
understanding the Company’s impact on community and
environment;
•
assessing and monitoring climate-related risks and
opportunities; and
•
ensuring that the Board is aware of the processes used by
the Company in engaging with its key stakeholders.
The interests of the Company’s key stakeholders, as well as
the likely consequences of any decisions in the long term, the
interests of the Company’s employees, the need to foster the
Company’s business relationships with suppliers, customers
and others, the impact of the Company’s operations on
the community and the environment, the desirability of
the Company maintaining a reputation for high standards
of business conduct, and the need to act fairly between
members of the Company, have been considered in Board
Corporate Governance Report
(cont.)
Corporate Governance
37
37
Relations with Shareholders and
Significant Shareholders
Communication with shareholders is given high priority.
The half-yearly and annual results are intended to give a
detailed review of the business and developments, and are
available on the Company’s website to all shareholders.
Printed copies of the full Annual Report are made available
on request. The Company solicits regular dialogue with
institutional shareholders (other than during closed periods)
to understand shareholders views. The Board also uses the
Annual General Meeting to communicate with all shareholders
and welcomes their participation. Directors are available to
meet with shareholders at appropriate times. The Company
is committed to having a constructive engagement with its
shareholders. During 2025, the CEO and CFO attended
over 70 scheduled meetings with investors (including
group meetings).
The Chairman of the Board (as well as the CEO and CFO)
attended the Annual General Meeting. He also
communicated
with certain significant shareholders during the year.
As of 31 December 2025 and 24 February 2026 (being the
date of the Company’s latest shareholder analysis report), to
the best of the Company’s knowledge, the following persons
or entities had a significant holding of BATM ordinary shares:
discussions and decision-making through discussions in the
Responsible Business Committee; through the participation
of external and independent directors who bring external
perspectives to the Board discussions; through the
incorporation of environmental aspects into the Group’s Risks
and Opportunities Management Framework; and through
the Company’s general risk management system, which
includes management of risks related to employees, suppliers,
customers and reputation.
The duties of the Responsible Business Committee pursuant
to its terms of reference are:
•
to assess and monitor culture to ensure alignment with
the Company’s purpose, values and strategy;
•
to be responsible for interaction and engagement with the
workforce on behalf of the Board, as and when relevant;
•
to oversee, monitor and help generate the Company’s
health and safety systems and practices; and
•
to help the Board understand the impact of
the Company’s operations on the community
and environment.
The Responsible Business Committee met on four
occasions during the year where it discussed the disclosure
recommendations of the former Taskforce on Climate-related
Financial Disclosures, the corporate governance of the
Company, and the management of climate-related risks and
opportunities, and recommended that Prof. Shalev’s tenure as
‘Voice of the Workforce’ be extended for a further year, which
was approved by the Board.
Percentage of total voting rights
31 December 2025
(1)
24 February 2026
(2)
Lombard Odier Investment Managers
29.72%
27.10%
Dr. Zvi Marom
22.16%
-
(3)
Premier Miton Investors
-
7.91%
Canaccord Genuity Wealth Management
3.72%
4.68%
Herald Investment Management
3.64%
4.11%
Wirral BC
2.86%
3.68%
1) As at 31 December 2025, the Company’s issued share capital consisted of 441,369,184 ordinary shares, including 4,495,000 ordinary shares
held in treasury. Therefore, the total number of voting rights in the Company was 436,874,184
2) As at 24 February 2026, the Company’s issued share capital consisted of 441,369,184 ordinary shares, including 96,794,500 ordinary shares
held by a subsidiary of the Company (pursuant to the AMS sale agreement), which, in accordance with Israeli Companies Law, do not have any
voting rights, and 4,495,000 ordinary shares held in treasury. Therefore, the total number of voting rights in the Company was 340,079,684
3) The Group sold AMS to Dr. Marom in exchange for his entire shareholding in the Company and Dr. Marom ceased to be a shareholder of
BATM following the closing of the transaction, which occurred on 31 December 2025
38
Annual Report & Accounts 2025
Corporate Governance Report
(cont.)
Culture and Conflicts
The Board also works to ensure that within the Group
there exists a culture that is free from discrimination and
harassment in any form. The Board ensures that the Company
complies with Israeli legislation known as the Israeli Equal
Rights for People with Disabilities Law, 5748-1988 to ensure
that appropriate consideration is given to employees with
disabilities. The Company is also in full compliance with
Israeli legislation known as the Law of Equal Opportunity at
Work, 1988, which requires an employer not to discriminate
amongst employees on account of sex, sexual tendencies,
personal status and various other forms of discrimination.
Throughout 2025, the Company complied with procedures
in place for ensuring that the Board’s powers to authorise
conflict situations operated effectively. During 2025, no
conflicts arose that required the Board to exercise authority
or discretion in relation to such conflicts.
Annual General Meeting
The 2025 Annual General Meeting (“AGM”) was held on
Wednesday 10 December 2025. The results of voting were
published via the Regulatory News Service and on the
Company’s website at www.batm.com. The Chairman, CEO
and CFO attended the AGM in person.
Compliance with the UK Corporate
Governance Code
Shareholders can find information on how the Company has
applied the principles of the 2024 UK Corporate Governance
Code (the “Code”) as follows:
Board leadership and company purpose
Chairman’s Statement
Pages 4 to 5
Business Model
Page 6
Strategy
Page 7
Chief Executive Officer’s Review
Pages 8 to 11
Corporate Governance Report
Pages 32 to 39
Stakeholder Engagement
Page 12
Division of responsibilities
Matters reserved for the Board and Board and Committee Meetings
Page 33
Division of Responsibilities
Page 34
Board Committees
Pages 35 to 37
Composition, succession and evaluation
Directors’ Biographies
Pages 28 to 31
The Board
Page 33
Effectiveness & Evaluation
Page 35
Nomination Committee
Page 36
Audit, risk and internal control
Audit Committee Report
Pages 40 to 43
Risk Management
Pages 25 to 27
Remuneration
Directors’ Remuneration Report
Pages 44 to 59
39
39
The Board considers that, during 2025, the Company complied with the provisions set out in the Code with the exception
of the matters referred to below:
Provision
Exception and Explanation
18
All directors should be
subject to annual re-election.
In accordance with Israeli law, the Company is required to appoint at least two
independent non-executive directors (defined as ‘external directors’ within Israeli law),
who must be appointed for a minimum of one three-year term. Prof. Varda Shalev and
Ayala Hakim are classified as external directors and cannot be subject to annual
re-election (however, the Israeli Companies Law does provide grounds for removing
an external director from office). All other members of the Board are subject to annual
re-election. Ayala Hakim was appointed at the annual general meeting in 2025 and Prof.
Shalev was not subject to re-election for the reasons outlined above.
19
The chair should not remain
in post beyond nine years
from the date of their first
appointment to the board.
During 2025, Dr. Gideon Chitayat was Chairman of the Board until 25 December 2025.
As of June 2025, he had served on the Board for 15 years - ten of these as Chairman.
Dr. Chitayat was appointed to the Board as an independent Non-executive Director and
the Board considered him as independent in character and judgement during his tenure.
His knowledge of the business and the understanding of its various components, which
is built on his experience, combined with his independence of mind, enabled a critical
review of strategy and operations. In addition, his vast business experience, expertise
and knowledge of directing large business organisations within Israel was a valuable
resource for the Board and the Company as a whole.
On 25 December 2025, Gil Sharon, who was appointed as a Non-executive Director
on 10 December 2025, succeeded Dr. Chitayat as Chairman. Accordingly, since 25
December 2025, the Company has been in compliance with this provision.
20
Open advertising and/or an
external search consultancy
should generally be used for
the appointment of the chair
and non-executive directors.
This is not customary practice in Israel. The great reputation, extensive experience
and broad business network of Dr. Chitayat, the former Chairman, enabled him to
bring top-level candidates for the positions of Chairman and Non-executive Director.
Their appointment received unanimous support from the members of the Nomination
Committee and the Board.
21
A regular externally
facilitated board evaluation
Externally facilitated Board evaluation is not common practice in the Israeli corporate
business environment. The Company performed an internal Board evaluation.
32
Before appointment as
chair of the remuneration
committee, the appointee
should have served on a
remuneration committee for
at least 12 months.
In accordance with Israeli Companies Law, the Chairs of the Audit Committee and
Remuneration Committee must be External Directors (as this term is defined in the
Israeli Companies Law). There are two External Directors in the Company (Prof. Shalev
and Mrs. Hakim) and the Board believes it would be better not to have the same person
chair both committees. The Board decided that Prof. Shalev, who has more experience
in BATM's Board, should serve as Chair of the Audit committee and Mrs. Hakim will Chair
the Remuneration committee. While Mrs. Hakim has not served in the Remuneration
Committee for 12 months prior to her appointment as Chair, the other two members
have served in the Remuneration Committee for several years, including as Chair
(Prof. Shalev), so the required experience exists in the Remuneration Committee and is
being used in its discussions and decisions.
Corporate Governance
40
Annual Report & Accounts 2025
Dear Shareholder,
I am pleased to present the
Audit Committee report
for
2025
. I trust that this report
will provide you with an insight
into our work, the matters
handled and the focus of
the Audit Committee’s
deliberations during the year.
Audit
Committee
Report
Membership and attendance
The members of the Audit Committee are:
•
Prof. Varda Shalev (Chair), Senior Independent
(Non-executive) Director (“external director” as this
term is defined in the Israeli Companies Law)
•
Dr. Shmuel Ben Zvi, Non-executive Director (“independent
director” as this term is defined in Israeli Companies Law)
•
Ayala Hakim, Non-executive Director (“external director”)
The Audit Committee members are independent
Non-executive Directors of the Company, with diverse
skills and financial and/or related business experience gained
in senior positions in a range of organisations relevant to the
sectors in which BATM operates. The Board is satisfied that
I, as Chair, have recent and relevant financial experience,
including having been a member of the Audit Committee
since joining the Board in 2018 ahead of being appointed
Chair in 2025.
During the year under review, Harel Locker was a member
and Chair of the Audit Committee until he retired from the
Board on 26 September 2025 following the completion of
his third three-year term as an external director. Dr. Avigdor
Shafferman was a member of the Audit Committee until
14 December 2025. Dr. Shmuel Ben Zvi became a member
of the Committee on 28 September 2025 and Ayala Hakim
became a member on 14 December 2025.
The Audit Committee meets at least twice a year, and always
prior to the announcement of interim or annual results. The
external auditors and internal auditor are invited to attend
all meetings to ensure that all the information required by
the Audit Committee is available for it to operate effectively
and the Audit Committee reports back to the Board. The
Audit Committee also meets with representatives of the
Company’s external auditors at least twice per year (with
executive officers present) and raises any issues it has with
the review and/or audit carried out by the external auditors
and comments on specific issues it believes the auditors
should be focusing on when required. The Chairman and/or
Executive Directors attend parts of certain meetings of the
Audit Committee at the request of the Committee or when
the Committee Chair decides that they are required for the
presentation of certain subjects.
The Company Secretary is secretary to the Audit Committee.
41
Corporate Governance
During the year, there were 10 meetings of the Audit
Committee, which were attended by all members.
Governance and compliance
The Audit Committee adheres to the functions and
requirements prescribed to it by the Israeli Companies Law
and Israeli Regulations as well as to the specific Terms of
Reference adopted by the Board for this committee and
takes account of the relevant provisions of the Disclosure
Guidance and Transparency Rules of the Financial Conduct
Authority (“FCA”) and the UK Corporate Governance Code.
The Chair of the Audit Committee maintains close contact
on a regular basis with the key people involved in the
Company’s governance.
Responsibilities and activities
The Audit Committee’s responsibility is to, among other
things, ensure that the financial information published by
the Group properly presents its activities to stakeholders
in a way that is fair, balanced and understandable; monitor
the scope and results of the external and internal audit;
review whistleblowing procedures; consider compliance with
legal requirements, accounting standards and the Listing
Rules of the FCA; and advise the Board on the requirement
to maintain an effective system of internal controls. The
Committee also keeps under review the independence and
objectivity of the Group’s external auditors, value for money
of the audit and the nature, extent and cost-effectiveness
of the non-audit services provided by the auditors. Pursuant
to section 117 (6) of the Israeli Companies Law, the Audit
Committee is responsible to fix procedures and policy for
whistleblowing and to oversee these procedures.
In 2025, the Audit Committee’s activities included:
•
Reviewing, and approving, annual results for the year
to 31 December 2024, the Annual Report for the year
to 31 December 2024 and the Half-year Report for the
six months to 30 June 2025 and discussing them with
management and the external auditor to assess whether
the reports, taken as a whole, were fair, balanced and
understandable prior to recommending these to the
Board for approval.
•
Reviewing and challenging areas of significant risk and
judgement and the level of disclosure.
•
Challenging the assumptions and analysis produced by
management in relation to the Company’s going concern
basis of preparation, the long-term viability statement
and associated risk assumptions, the accounting policies
and disclosures, the financial reporting issues and the
assumptions and adjustments made.
•
Reviewing and approving the financial results for the first
and third quarters of 2025.
•
Recommending to the Board the appointment of a new
internal auditor.
•
Reviewing the work plans of the internal auditor for 2025
and 2026.
•
Reviewing the findings of the internal audit work and
the follow-ups of reviews done in the previous year
and considering the internal audit work plan for the
following year.
•
Reviewing the effectiveness of the Group’s internal
controls and disclosures made in the Annual Report and
Financial Statements.
•
Monitoring, reviewing and approving the negotiation
process and sale of A.M.S 2000 Trading Impex SRL.
•
Validating that the resignation of the Chief Financial
Officer was not caused by factors that would be of
concern to the Committee.
Internal audit, internal control and risk
management
During 2025, the Company continued to follow the processes
for identifying, evaluating and managing the significant
risks faced by the Group in accordance with its Risk and
Opportunity Management Framework as described in the
Risk Management section on page 25. Principal controls are
ultimately managed by the Executive Directors, including
alongside regular review by management and the Board of
the operations and the financial statements of the Company.
The Executive Directors, as part of the Board, have overall
responsibility for ensuring that the Company maintains
adequate systems of internal control and for determining
the nature and extent of principal risks. The Board confirms
that it has carried out, during 2025, a robust assessment of
such risks accordingly, including those that would impact the
Company’s business model, future performance, solvency or
liquidity, and have considered how they are to be mitigated.
42
Annual Report & Accounts 2025
Audit
Committee
Report
(cont.)
In accordance with the Israeli Companies Law, the Company
retains the services of an independent qualified internal
auditor. Each year, the Audit Committee reviews with the
internal auditor potential risks and a proposed plan for
their scope of work. Each year the Audit Committee usually
selects at least two areas of the Company’s operations on
which it requests the internal auditor to focus and prepare
an internal audit report with recommendations. Following
the completion of each report, the internal auditor sends
it to all the Directors and presents their findings to the
Audit Committee. The Audit Committee then reports to
the Board on any major findings together with the internal
auditor’s recommendations for improving controls and
corporate responsibility and the Board instructs management
to implement the recommendations. During the year
under review, the internal auditor reviewed IT controls and
cybersecurity (penetration testing) and presented reports to
the Audit Committee post year end.
The key features of the financial controls of the Company
include a comprehensive system of financial reporting,
budgeting and forecasting, and clearly laid down accounting
policies and procedures. The main elements of internal
control currently include:
•
Operating Controls: The identification and mitigation of
major business risks on a daily basis is the responsibility
of the Executive Directors and senior management. Each
business function within the Group maintains controls
and procedures, as directed by senior management,
appropriate to its own business environment while
conforming to the Company’s standards and guidelines.
These include procedures and guidelines to identify,
evaluate the likelihood and mitigate all types of risks on an
ongoing basis.
•
Information and Communication: The Group’s operating
procedures include a comprehensive system for reporting
financial and non-financial information to the Directors.
Financial projections, including revenue and profit
forecasts, are typically reported on a monthly basis to
senior management compared with corresponding results
for previous periods. The central process for evaluating
and managing non-financial risk is primarily through
meetings of Executive Directors and/or the Group Risk
and Opportunity Manager with the business unit leaders.
Prof. Varda Shalev
Audit Committee Chair
43
Corporate Governance
•
Finance Management: The finance department operates
within procedures approved by the Directors and the
Chief Financial Officer. Expenditures are tightly controlled
with stringent approvals required based on amount.
Duties such as legal, finance, sales and operations are
also segregated to minimise risk.
•
Insurance: Insurance coverage is provided externally
and depends on the scale of the risk in question and the
availability of coverage in the external market.
The process by which the Audit Committee has monitored
and reviewed the effectiveness of the system of internal
controls and risk management during the year has included:
•
reviewing the Company’s Risk and Opportunity
Management Framework and the way it was activated
during the year, the risks that were identified, quantitative
assessment of the risks, details of the risks and mitigation
measures;
•
reviewing any control matters identified by Brightman
Almagor Zohar & Co. and challenging management on
the application of controls to gain assurance on their
effectiveness; and
•
reporting to, and updating, the Board on the risk and
control within the Group.
The Audit Committee is satisfied that the Group’s framework
of internal control systems has continued to operate
effectively throughout 2025.
External auditor and independence
Brightman Almagor Zohar & Co., a Firm in the Deloitte
Global Network, serves as the Group’s auditor. The Audit
Committee as well as the Directors review and assess on
an annual basis, the performance of the external auditors,
their independence and the reasonableness of their audit
fees as compared with peer tier 1 accountancy offices in
Israel, and make recommendations to be brought forward
to the shareholders’ meeting as to the appointment, or
reappointment, or replacement of the external auditors of
the Group. While the Audit Committee as part of its activity
reviews and monitors the external auditor’s independence
and objectivity, there is no requirement under Israeli law and
regulations to have maximum terms for auditors. Rotation of
external auditors is not accepted practice in the Israeli market
and the Company is not subject to EU audit regulations
that relate to rotation of the external auditors. However, to
facilitate auditor independence, based on the IESBA Code,
the audit engagement partner must be rotated after no more
than seven years of service in that role. The most recent audit
partner rotation occurred in 2022. The Audit Committee has
discussed with the external auditors their independence,
and has received and reviewed written disclosures from the
external auditors regarding independence.
Non-audit services
Non-audit work is generally put out to tender. In cases that
are significant, the Company engages another independent
firm of accountants to provide consulting work to avoid
the possibility that the external auditors’ objectivity and
independence could be compromised; work is only carried
out by the external auditors in cases where they are best
suited to perform the work, for example, tax compliance.
However, from time to time, the Company will engage
the external auditors on matters relating to acquisition
accounting and due diligence (the scope of which is limited),
thus ensuring the continued objectivity and independence of
the external auditors.
In order to safeguard the independence and objectivity of
the external auditor, the Audit Committee reviews the nature
and extent of the non-audit services supplied, and receives
reports on the balance of audit to non-audit fees. For 2025,
the external auditor provided $91k of non-audit work (2024:
$34k). Fees paid to Brightman Almagor Zohar & Co. are set
out in note 9 to the financial statements.
Prof. Varda Shalev
Audit Committee Chair
20 April 2026
44
Annual Report & Accounts 2025
Directors’
Remuneration
Report
Remuneration Committee Report
Dear Shareholder
The Board is pleased to present the Directors’ Remuneration
Report for the year ended 31 December 2025, which sets out
BATM’s executive remuneration policy and details Directors’
remuneration and benefits for the financial year under review.
The main purpose of the Remuneration Committee (the
“Committee”) is to design appropriate remuneration
packages to attract, retain and motivate senior executives
and managers of the experience and expertise required to
run the Company successfully. The Committee reviews and
considers the remuneration of, amongst others, the
CEO, CFO, Executive and Non-Executive Directors and
senior management.
The Committee ensures that a remuneration framework is
established and implemented that addresses the need of the
Company to attract, retain and motivate such executives and
managers, while considering and managing business risks
and ensuring the Company’s remuneration policy facilitates,
so far as possible, the Company’s long-term strategy and
performance and ensures its sustainable financial health.
The Committee ensures that the overall remuneration
strategy adopted by the Company remains aligned with the
interests of its shareholders. The Committee, when necessary,
engages external executive remuneration advisers to give it
guidance regarding the accepted levels of salary, bonuses
and long-term incentives (“LTIs”) payable by similar sized
companies listed on the London Stock Exchange and the
Tel Aviv Stock Exchange to its CEO, CFO and other senior
executives and ensures that the level of remuneration offered
to its senior executives is both fair and reasonable.
The Remuneration Committee’s responsibilities
The Committee was established by the Board of Directors
of the Company and operates in accordance with the
functions set forth in the Israeli Companies Law, 1999 (“Israeli
Companies Law”) and UK corporate governance expectations.
This is a separate independent Committee comprised of
external independent directors who are appointed by the
shareholders’ meeting.
Ayala Hakim
Remuneration Committee Chair
45
Corporate Governance
The Committee’s responsibilities and duties are:
(1)
Recommending for approval to the Board the framework
or broad policy for the remuneration of the Company’s
Chairman of the Board, CEO, Executive Directors,
Non-executive Directors and other senior management
and Office Holders (as defined in the Israeli Companies
Law) (“Remuneration Policy”);
(2) Recommending appropriate remuneration packages and
service contracts of the Executive Directors and Officers,
reviewing the ongoing appropriateness and relevance of
the Remuneration Policy, recommending to the Board
updates of the Remuneration Policy, and monitoring
its application;
(3) Determining whether to approve remuneration of
Office Holders;
(4) Exempting the remuneration of a candidate for the role
of CEO from the approval of the general meeting if the
remuneration is according to the Remuneration Policy,
the candidate is not related to a controlling shareholder
(and if there is no controlling shareholder, to a substantial
shareholder, the Chairman of the Board, the CEO or
the CFO) and the Committee found that bringing the
remuneration for the approval of the general meeting
will result in failure of the attempted recruitment of the
CEO candidate;
(5) Recommending and determining the goals for all
performance-related remuneration offered by the
Company and approving the total annual payments made
under such schemes;
(6) Reviewing the design of all long-term incentive schemes,
such as options and equity awards, and recommending
these for approval by the Board and, if and when required
by law, by the shareholders; and
(7) Reviewing the CEO’s compensation policies for
Office Holders.
The Committee’s terms of reference are available on the
Company’s website and are available in hard copy on request
from the Company Secretary.
Key activities during the year
There were five meetings of the Committee during the
year to 31 December 2025. The Committee undertook the
following activities in this period:
•
Determining the outcome of the 2024 annual bonus
•
Setting the targets and measures for the 2025
annual bonus
•
Approving and granting LTI awards to employees
•
Approving the remuneration of a new Office Holder
•
Approving vesting percentage, and allocation of shares
following vesting, of Restricted Share Units
•
Discussing the grant of an LTI to an Office Holder
•
Approving updated remuneration of an Office Holder
•
Setting the targets and measures for the 2026
annual bonus
Stakeholder views & engagement
At the Annual General Meeting (“AGM”) in 2025, we proposed
one remuneration-related resolution that passed with an
approval rating of 98.02% (further detail is provided in the
Annual Report on Remuneration section below). On behalf
of the Committee, I thank shareholders for their support and
look forward to receiving further support at this year’s Annual
General Meeting.
Ayala Hakim
Remuneration Committee Chair
20 April 2026
46
Annual Report & Accounts 2025
Directors’
Remuneration
Report
(cont.)
This Remuneration Policy sets out the remuneration policy
of BATM Advanced Communications Ltd (hereinafter – the
“Company”) for its Executive and Non-Executive Directors,
and Office Holders (as that term is defined in section 1 of the
Israeli Companies Law), which includes the Directors, CEO and
other senior executives in the Company that report directly to
the CEO of BATM.
The current Directors’ and Officers’ Remuneration Policy was
approved by shareholders at the December 2024 Annual
General Meeting and took effect from the date of approval. In
accordance with Israeli law, a policy for a period of over three
years requires approval by the Company’s shareholders at a
general meeting every three years.
This section summarises the key elements of the
Remuneration Policy. The full Remuneration Policy was
provided in full in the Company’s annual report for the year
ended 31 December 2024.
Directors’ & Officers’ Remuneration Policy table
The following table sets out the main components of the
Remuneration Policy, together with further information on
how these aspects of remuneration operate. The Committee
has discretion to amend remuneration and benefits to the
extent described in the table and the written sections that
follow it.
Remuneration Policy
47
Corporate Governance
Base Salary
Purpose and link to
strategy
To provide competitive fixed remuneration.
To attract and retain Executive Directors and Officers of superior calibre in order to deliver long-
term business success.
Reflects individual experience, achievements, expertise, education, skills, role and responsibility.
The Committee’s aim is to position salaries around the mid-market level of companies of a
similar size, scale and complexity.
Operation
Normally reviewed annually by the Committee with increases typically effective from 1 January.
Increases take into account:
•
The executive’s skills, experience, education, qualifications, achievements, expertise, role and
responsibilities
•
Affordability
•
Pay increases for the workforce
•
Performance
•
External market trends
•
Internal differentials/relativities
•
The value of total remuneration
•
The Committee’s judgement
Significant adjustments are infrequent and normally reserved for material changes in role,
a significant increase in the size/complexity of the Group, or where an individual has been
appointed on a low salary with an intention to bring them to market levels over time and subject
to performance.
Other factors which will be taken into account will include pay and conditions elsewhere in the
Group, progression within the role, and competitive salary levels in UK premium-listed and Israeli
publicly-listed companies of a broadly similar size and complexity.
Maximum potential
value
Basic salary of Office Holders that report directly to the CEO will be capped at 80% of the CEO’s
basic salary.
The normal approach will be to limit increases to the average level across the wider workforce,
though increases above this level may be awarded subject to Committee discretion to take
account of certain circumstances, such as those stated under ‘Operation’.
On recruitment or promotion, the Committee will consider previous remuneration and pay levels
for comparable companies (for example, companies of a similar size and complexity, industry
sector or location), when setting salary levels.
This may lead to salary being set at a lower or
higher level than for the previous incumbent.
The Committee also takes into account the ratio between the total remuneration of the
applicable Executive Director and/or Officer and the salary of all other employees in the
Company, especially the ratio between the total remuneration and the median and average
salary of all such other employees in the Company - this analysis and ratio will be calculated or
evaluated on a per division basis and on a per country basis so as to ensure that the comparison
is made on the same underlying parameters.
Performance targets
Although there are no formal performance conditions, any increase in base salary is only
implemented after careful consideration of individual contribution and performance and having
due regard to the factors set out in the ‘Operation’ row of this table.
Benefits
Purpose and link to
strategy
To provide competitive fixed remuneration.
To attract and retain Executive Directors and Officers of superior calibre in order to deliver long-
term business success.
Operation
Executive Directors, Officers and all employees in Israel may be entitled to benefits such as a
study fund / Further Education funds, expansion of mandatory benefits (pension and end-of-
work compensation) beyond the salary levels on which they are mandatory or carry tax benefits,
travel-related benefits including a car or car allowance, use of mobile phone and newspaper.
Executives will be eligible for any other benefits which are introduced for the wider workforce on
broadly similar terms.
Any reasonable business-related expenses (and any tax thereon) can be reimbursed if
determined to be a taxable benefit. The Company may also
arrange for reasonable insurance
cover for Executive Directors.
Executive Directors and Officers may be eligible to participate in future all-employee share plan
operated by the Company, on the same terms as other eligible employees.
For external and internal appointments or relocations, the Company may pay certain relocation
and/or incidental expenses as appropriate.
Maximum potential
value
Study fund contributions are common in Israel and under this arrangement the employer
deposits 7.5% of base salary to a study fund (payable to the employee with no tax after 6 years),
and deducts 2.5% from the employee’s base salary to be also deposited to this fund.
It is not possible to calculate in advance the cost of some benefits, and therefore a maximum
potential value is not pre-determined.
Performance targets
Not applicable.
Pension
Purpose and link to
strategy
To reward sustained contributions by providing retirement benefits.
Operation
The Company funds contributions to an Executive Director or Officer’s pension as appropriate
through contribution to a pension fund.
Maximum potential
value
In line with all employees and in line with mandatory requirements in Israel, BATM contributes
6.5% of base salary towards pension and is obliged to deduct 6% of salary from the employee’s
base salary and deposit it into the pension fund.
In addition, at the end of employment all Israeli employees (including Executive Directors and
Officers) are entitled to end-of-employment compensation of 1 basic salary per every year of
employment (1 month for every 12 months, or 8.333%). Israeli employers are bound to make
on-going deposits of at least 6% of the employee’s (including Executive Directors and Officers)
salary to the pension fund for end-of-employment compensation.
Performance targets
Not applicable.
Directors’ Remuneration
Report
(cont.)
48
Annual Report & Accounts 2025
49
Corporate Governance
Annual Bonus
Purpose and link to
strategy
Rewards the achievement of annual financial and business targets aligned with the Group’s KPIs.
Deferred element encourages long-term considerations and discourages excessive risk taking.
Operation
Bonus is based on performance in the relevant financial year. Any payment is discretionary and
will be subject to the achievement of performance targets.
Bonus is normally paid in cash, except one-third of any bonus above 70% of annual base salary
which is deferred into an award over Company shares for two years. In case of immediate tax
obligations due to award of such shares, and subject to the provisions of the Company’s Share
Incentive Plan, the receiver of the shares will be allowed to exercise shares immediately to the
extent needed to finance coverage of tax obligations.
Bonuses are not contractual and are not eligible for inclusion in the calculation of pension
arrangements.
Recovery and withholding provisions apply in cases of specific circumstances.
Dividends or dividend equivalents may accrue on deferred shares.
Maximum potential
value
Capped at 125% of annual base salary.
In the first full financial year of the policy only (being the year ending 31 December 2025), the
bonus opportunity will be set at 100% of salary for the CEO and CFO.
Performance targets
The Committee sets performance measures and targets that are appropriately stretching
each year, taking into account key strategic and financial priorities and ensuring there is an
appropriate balance between incentivising Executive Directors and Officers to meet targets,
while ensuring they do not drive unacceptable levels of risk or inappropriate behaviours.
The Remuneration Committee will set bonus criteria at the start of the year which reflect the
short term financial and strategic objectives of the Group.
For directors and the CEO, the bonus will be based on performance and on measurable criteria;
but bonus of up to 25% of annual salary can be based on strategic, non-measurable criteria and
considering the director’s / CEO’s contribution to the Company.
A graduated scale of targets is normally set for each financial measure, with no pay-out for
performance below a threshold level of performance.
The Committee has discretion to amend the overall bonus pay-out should the outcome not
reflect the Committee’s assessment of overall business and/or individual performance.
Long-Term Incentive Plan (LTIP)
Purpose and link to
strategy
Designed to align Executive Directors’ and Officers’ interests with those of shareholders and to
incentivise the delivery of sustainable earnings growth and superior shareholder returns.
Operation
Awards of conditional shares or option awards which normally vest over three years subject to
the achievement of performance targets and/or continued service.
For Executive Directors, an additional two-year holding period will apply after the end of the
three-year vesting period, if so decided by the Committee. Sufficient awards may be sold during
the holding period to satisfy any tax liabilities owed.
Recovery and withholding provisions apply in cases of specific circumstances.
Dividend equivalents may be paid for awards to the extent they vest.
The Committee retains discretion to adjust vesting levels in exceptional circumstances, including
but not limited to regard of the overall performance of the Company or the grantee’s personal
performance.
The Committee also retains discretion to adjust provisions of LTIP regarding acceleration,
change of ownership, restructuring and any other circumstances that justify adjustment of
provisions, considering also the provisions of the Share Incentive Plan.
Any options shall not be exercisable more than ten years after the date of grant.
Maximum potential
value
Executive Directors and Officers may receive an award with a face value of up to 125% of basic
salary per annum in any financial year.
For the first award to be granted in 2025, awards to Executive Directors will be limited to 100%
of salary.
The Committee will consider the prevailing share price when deciding on the number of shares
to be awarded as part of any LTIP grant.
A 10% in 10 years’ dilution limit governing the issue of new shares to satisfy all share scheme
operated by the Company will apply.
Performance targets
Performance measures may include, and are not limited to, EPS, absolute or relative total
shareholder return, other financial measures, strategic measures and/or ESG-related objectives.
The Committee retains discretion to set alternative weightings or performance measures for
awards over the life of the policy.
For directors and the CEO, the LTIP will be based on performance in long-term view and on
measurable criteria; but LTIP of up to 25% of annual salary can be based on strategic, non-
measurable criteria and considering the director’s / CEO’s contribution to the Company.
100% of awards vest for stretch performance, up to 25% of an award vests for threshold
performance and no awards vest below this.
Underpins may apply.
Directors’ Remuneration
Report
(cont.)
50
Annual Report & Accounts 2025
51
Corporate Governance
Share Ownership Guidelines
Purpose and link to
strategy
To increase alignment between Executive Directors and shareholders.
Operation
Nil or nominal cost options which have vested but are yet to be exercised and deferred bonus
awards subject to a time condition only may be considered to count towards the in-employment
shareholding on a notional post-tax basis.
Maximum potential
value
Executive Directors are expected to build up and maintain an in-employment shareholding worth
200% of salary.
Executive Directors are normally expected to hold shares at a level equal to the lower of their
shareholding at cessation and 200% of annual base salary for two years post-employment
(excluding shares purchased with own funds and any shares from share plan awards made
before the approval of the policy).
Performance targets
Not applicable.
Non-executive and Non-External Directors’ Salary and Benefits
Purpose and link to
strategy
Israeli publicly listed companies often have Directors that are both Non-executive and Non-
External, such as the current Chairman. Due to their status and relationship to the Company,
such Directors are distinguished from independent External Directors (see table below).
Non-executive and Non-External Directors should be paid in line with the demands of the roles
at a level that attracts high calibre individuals and reflects their experience and knowledge.
Operation
Non-executive and Non-External Directors may receive salary in cash or ordinary shares for their
contribution and efforts for the Company. Salary is typically set by reference to a proportion of
the salary for a full-time Executive Director role (reflecting the part-time nature of the role).
In addition, the Non-executive and Non-External Director may receive modest benefits on the
same basis as an Executive Director (as set out in the policy table above).
There are currently no plans for Non-executive and Non-External Directors to participate in the
variable remuneration plans offered by the Company to its Executive Directors and Officers.
Any future participation by Non-executive and Non-External Directors in the Company’s variable
remuneration plans would be subject to prior approval by the Company’s shareholders.
Maximum potential
value
No prescribed maximum or maximum increase.
Salary is normally reviewed annually taking into account factors such as the time commitment
and contribution of the role and market levels in companies of comparable size and complexity.
Any increases will be informed by taking into account internal benchmarks such as the salary
increase for the general workforce and will have due regard to the same factors that apply to
Executive Directors.
Performance targets
Not applicable.
External Directors’ Fees and Benefits
Purpose and link to
strategy
As an Israeli publicly listed company, BATM’s Board must include at all times at least two External
Directors (as defined in the Israeli Companies Law).
Fee of External Directors in Israel is set by regulation.
In addition to External Directors, the Israeli Companies Law defines an Independent Director,
which receives the same remuneration as an External Director. Currently there are two such
Independent Directors in the Company.
Operation
External Directors remuneration is prescribed in the Israeli Companies Regulations (Rules
Regarding Compensation and Expense Reimbursement of External Directors) 2000 (the “Israeli
Compensation Regulations”), which includes an annual fixed pay and a per-meeting participation
fee, both set according to the size of the Company and the expertise of the director.
In addition, the Company may reimburse said directors for their reasonable expenses incurred
in connection with attending meetings of the Board of Directors and of any Committees of the
Board, all in accordance with the Israeli Compensation Regulations.
The External Directors are not eligible to participate in the variable remuneration plans offered
by the Company to its Executive Directors and Officers.
The Israeli Companies Law states that a director defined as Independent Director will receive
remuneration according to the same rules as an External Director.
Maximum potential
value
Fees are paid according to strict rules set by the Israeli authorities.
Performance targets
Not applicable.
Selection of Performance Measures
and Targets
Annual bonus
The annual bonus arrangements are focused on the
achievement of the Company’s short- and medium-term
financial objectives, with financial measures selected to
closely align the performance of the Executive Director or
Officer with the strategy of the business and with shareholder
value creation. Where non-financial objectives are set, these
are chosen to support the delivery of strategic milestones
and which link to those KPIs of most relevance to each
Director or Officer’s individual responsibilities.
Details of the measures to be used for the annual bonus will
be determined at the start of the financial year and will be
disclosed in the next year’s remuneration report.
Long-Term Incentive Plan
The aim of the LTIP is to motivate Executive Directors and
other senior executives to achieve performance superior to
the Company’s peers and to maintain and increase earnings
levels whilst at the same time ensuring that it is not at the
expense of longer-term shareholder returns.
The Committee will review the choice of performance
measures and the appropriateness of the performance
targets prior to each LTIP grant.
Measurable targets
Measurable targets / performance metrics for the annual
bonus and / or for LTIP schemes can involve a number of
BATM’s KPIs and may include any number of the following:
•
Work plan targets
•
Budget targets
•
Accomplishment of specific projects
Directors’ Remuneration
Report
(cont.)
52
Annual Report & Accounts 2025
Corporate Governance
•
Meeting pre-defined goals of -
•
EBITDA
•
Revenue
•
Profit
•
Operating profit
•
Cash from operating activities
•
Cash flow
•
Share price
•
Earnings per share
•
Return on invested capital
•
Return on capital employed
•
Total shareholder return
•
Absolute total shareholder return
•
Relative total shareholder return
Flexibility, Discretion and Judgement
The Committee operates the annual bonus and LTIP
according to the rules of each respective plan which,
consistent with market practice, include discretion in a
number of respects in relation to the operation of each plan.
Discretions include:
•
who participates in the plan, the quantum of an
award and/or payment and the timing of awards
and/or payments
•
determining the extent of vesting
•
treatment of awards and/or payments on a change of
control or restructuring of the Group
•
whether an Executive Director or an Officer is a good/
bad leaver for incentive plan purposes and whether the
proportion of awards that vest do so at the time of leaving
or at the normal vesting date(s)
•
how and whether an award may be adjusted in certain
circumstances (e.g. for a rights issue, a corporate
restructuring or for special dividends)
•
what the weighting, measures and targets should be for
the annual bonus plan and LTIP awards from year to year
•
the Committee also retains the ability, within the policy,
if events occur that cause it to determine that the
conditions set in relation to an annual bonus plan or a
granted LTIP award are no longer appropriate or unable
to fulfil their original intended purpose, to adjust targets
and/or set different measures or weightings for the
applicable annual bonus plan and LTIP awards with, in the
case of LTIP awards held by Executive Directors, adjusted
performance conditions being not materially less difficult
to satisfy than the original conditions would have been but
for the relevant event(s)
•
the ability to override formulaic outcomes in line with
this Policy
All assessments of performance are ultimately subject to the
Committee’s judgement and discretion is retained to adjust
payments in appropriate circumstances as outlined in this
Policy.
Any discretion exercised (and the rationale) will be
disclosed in the relevant Directors’ & Officers’ remuneration
report detailing the payment outcome.
With regards to section 1B3 of the Israeli Companies
Regulations (Reliefs in Related Party Transactions), 2000,
immaterial changes to the remuneration of Office Holders
(defined as up to 10% of the total annual cost of the
remuneration of that Office Holder) that report directly to the
CEO, as stated in section 272(c) to the Israeli Companies Law,
will be approved by the CEO within the boundaries set in the
Remuneration Policy.
53
Directors’ Remuneration
Report
(cont.)
Annual Report on Remuneration
54
Annual Report & Accounts 2025
This section of the Directors’ Remuneration Report provides
details of the remuneration earned by the Directors in the
year ended 31 December 2025 and how the Remuneration
Policy will operate for the year ending 31 December 2026.
Remuneration Committee
Roles and responsibilities
The Remuneration Committee works within its terms of
reference, and in accordance with the functions set forth
in Israeli Companies Law, to make recommendations to the
Board of Directors of the Company and to decide whether to
approve certain transactions and whether to exempt certain
transactions from approval. The Remuneration Committee’s
full terms of reference are available on the Company’s
website.
Remuneration Committee members and
meetings
The Remuneration Committee consists of all the External
Directors and one Independent Director (as these terms are
defined in the Israeli Companies Law), being:
•
Ayala Hakim (Chair) (appointed as an External Director
on 10 December 2025 and became Remuneration
Committee Chair on 25 December 2025)
•
Prof. Varda Shalev (External Director)
•
Dr. Avigdor Shafferman (Independent Director)
During the year under review, Harel Locker was also a member
of the Remuneration Committee until his retirement from the
Board on 25 September 2025. Prof. Varda Shalev was Chair of
the Remuneration Committee for the year under review until
the role was assumed by Ayala Hakim.
The Remuneration Committee receives advice from several
sources, namely:
•
The other Directors of the Board, who attend the
Remuneration Committee meetings when specifically
invited by the Chair of the Committee in order to provide
relevant information to the Committee.
•
As and when the Committee deems it necessary,
the Committee is provided advice from independent
consultants.
Key activities during the year
The Committee held five meetings during the year to 31
December 2025.
As noted in the Remuneration Committee Report, the key
activities undertaken during the year included determining
the outcomes and setting the targets for annual bonus;
approving the remuneration of Office Holders; and approving
the granting and allocation of LTIs and RSUs to employees
and Office Holders.
Single total figure of remuneration
The following table sets out the single total remuneration
figures for each director for 2025 and the prior year. The
figures are translated into US dollar, being the presentation
currency of the Group’s consolidated financial statements
and therefore also reflect movement in the NIS:USD
exchange rate.
55
Corporate Governance
Year
Salary/Fees
$’000
Performance Bonus
$’000
Total Remuneration
$’000
Executive Directors
Moti Nagar, CEO
(1)
2025
730
376
1,106
2024
677
-
677
Lior Miles, CFO
(2)
2025
137
56
193
2024
-
-
-
Ran Noy
(3)
2025
207
-
207
2024
219
-
219
Non-executive Directors
Gil Sharon
(4)
2025
6
-
6
2024
-
-
-
Gideon Chitayat
(5)
2025
99
-
99
2024
100
-
100
Varda Shalev
2025
59
-
59
2024
45
-
45
Avigdor Shafferman
2025
60
-
60
2024
45
-
45
Shmuel Ben Zvi
(6)
2025
58
-
58
2024
3
-
3
Ayala Hakim
(7)
2025
6
-
6
2024
-
-
-
Zvi Marom
(8)
2025
49
-
49
2024
45
-
45
Harel Locker
(9)
2025
43
-
43
2024
45
-
45
1. Moti Nagar’s salary includes social and pension benefits as required by Israeli law for all employees. His salary is paid in New Israeli Shekels
(NIS) and was unchanged in 2025 at NIS 1.8m (2024: NIS 1.8m): the reported difference reflects movement in the NIS:USD exchange rate.
2. Lior Miles became CFO on 22 June 2025 and was appointed to the Board on 10 December 2025. His salary includes social and pension
benefits as required by Israeli law for all employees.
3. Ran Noy resigned as CFO and an Executive Director on 21 June 2025. His salary included social and pension benefits as required by Israeli law
for all employees.
4. Appointed to the Board on 10 December 2025 and assumed the role of Chairman on 25 December 2025.
5. Retired from the Board, post year end, on 1 January 2026 having stepped down as Chairman on 25 December 2025.
6. Appointed to the Board on 19 December 2024.
7. Appointed to the Board on 10 December 2025.
8. Resigned from the Board on 10 December 2025.
9. Retired from the Board on 25 September 2025.
As at 31 December 2025, the total liability for payment related to salary/fees for the Executive Directors was $91 thousand
(31 December 2024: $72 thousand), which was paid in January 2026 (2024 liability was paid in January 2025).
Non-executive Directors
In determining the remuneration to its “external directors”
and “independent directors” (as defined under Israeli law),
which during 2025 included Prof. Varda Shalev, Dr. Avigdor
Shafferman, Ayala Hakim and Harel Locker, the Group was
required to comply with Israeli law that formulates the kind
and amounts of remuneration and expenses that an Israeli
public company may pay its external and independent
directors. The applicable Israeli statute is the Israeli
Companies Regulations (Rules Regarding Compensation
and Expense Reimbursement of External Directors) 2000
(the “Compensation Regulations”), which prescribes the level
of remuneration that a publicly listed company may pay its
external directors, and section 249C of the Israeli Companies
Law, which states that the rules regarding remuneration of
external directors will apply also for independent directors.
Cash remuneration payable to these directors is comprised
of two fees: (i) an annual fixed fee; and (ii) a per-meeting
participation fee. The figures set forth in the Compensation
Regulations for these elements are based on the size of
the company calculated by the equity of the relevant listed
company as recorded in its last audited financial statements.
In compliance with the Compensation Regulations, the
Company does not pay any additional amounts to the external
directors. The Compensation Regulations did not apply to
the Chairman, Dr. Shmuel Ben Zvi, Gil Sharon or Dr. Zvi Marom
who are not external directors or independent directors in
terms of Israeli law, however the Board resolved that Dr. Ben
Zvi, Dr. Marom and Mr. Sharon (prior to his appointment as
Chairman) would be remunerated on the same basis as the
directors to whom the regulations apply.
2025 annual bonus outcome
The maximum annual bonus opportunity for Mr. Moti Nagar,
CEO, and Mr. Lior Miles, CFO, for 2025 was 67% and 25% of
annual base salary, respectively. The annual bonus is based on
a mix of quantitative financial criteria (75% of maximum bonus
opportunity) and qualitative personal and operational criteria
(25% of maximum bonus opportunity) as described below.
Moti Nagar, CEO
The measurable targets that the Board considered relevant
to annual bonus are EBITDA and revenue. For 2025, the
non-measurable criteria for Mr. Nagar included strategic
execution, implementing effective sales strategies and
focusing on customer retention, and strategic optimisation
of resources, particularly personnel. Mr. Nagar was awarded a
bonus of $376k for 2025, representing 100% of his maximum
bonus opportunity.
Lior Miles, CFO
The measurable targets that the Board considered relevant to
annual bonus are EBITDA and revenue. For 2025, the non-
measurable criteria for Mr. Miles included ensuring a smooth
transition of the CFO role and executing the divestment of
the subsidiaries, including structuring the sale of A.M.S 2000
Trading Impex SRL in a tax-efficient manner and to maximise
net proceeds for the Group. Mr. Miles was awarded a bonus of
$56k for 2025, representing 100% of his maximum
bonus opportunity.
Long-term incentive awards granted in 2025
No long-term incentive awards were granted to directors
during 2025.
Directors’ Remuneration
Report
(cont.)
56
Annual Report & Accounts 2025
57
Corporate Governance
Share interests
Shares
owned
outright
(31/12/25)
Shares
owned
outright
(31/12/24)
Awards
unvested and
subject to
performance
conditions as
at 31/12/25
Options
unvested and
not subject to
performance
conditions as
at 31/12/25
Options
vested but
not exercised
as at 31/12/25
Shareholding
as a
percentage
of salary/
service fee*
Executive Directors
Moti Nagar
-
-
-
5,477,979
10,955,958
-%
Lior Miles
-
-
-
2,080,441**
-
-%
Non-executive Directors
Gil Sharon
-
-
-
-
-
-%
Gideon
Chitayat***
3,159,000
3,159,000
-
-
1,229,369
692%
Varda Shalev
-
-
-
-
-
-%
Avigdor
Shafferman
-
-
-
-
-
-%
Shmuel Ben Zvi
-
-
-
-
-
-%
Ayala Hakim
-
-
-
-
-
-%
* According to the share price on the LSE on 31 December 2025 of £0.16125 and the currency rate on 31 December 2025 of £0.743467
per $1.00
** Granted prior to his appointment as a Director
*** Dr. Gideon Chitayat retired as a Director on 1 January 2026. His options expired on 1 April 2026
Moti Nagar’s vested options have an exercise price of £0.2549.
57
Directors’ Remuneration
Report
(cont.)
Ratio of CEO pay to average full-time employee
The ratio of CEO base pay to average full-time employee
base pay during 2025 for continuing operations was 7:1
(2024: 7:1) for employees of Israeli companies in the Group
and 21:1 (2024: 22:1) for the whole Group. The details of CEO
pay can be found on page 55. Average full-time employee
pay (excluding share-based payments) for the whole Group,
including employees being paid under service contracts,
in 2025 was $35.0k (2024: $31.5k). (Note 11 to the financial
statements – ‘Staff costs’ – does not include employees
paid under service contract: this payment is reflected within
general & administrative, research & development and sales &
marketing expenses and cost of goods.)
Percentage change in directors’ remuneration
The table below shows the percentage change in each
directors’ remuneration (on an actual currency basis) over a
rolling five-year period.
Salary / Fee
Benefits
Annual Bonus
2025
2024
2023
2022
2021
2025
2024
2023
2022
2021
2025
2024
2023
2022
2021
Executive Directors
Moti
Nagar
0%
0%
150%
(1)
0%
0%
0%
0%
106%
(1)
0%
0%
-%
(100)
%
-%
(2)
(100)%
(2)
0%
Lior
Miles
(3)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Non-executive Directors
(4)
Gil
Sharon
(5)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Gideon
Chitayat
(6)
(1)%
0%
85%
(7)
0%
0%
-
-
-
-
-
-
-
-
-
-
Varda
Shalev
22%
(1)%
(7)%
(10)%
(4)%
-
-
-
-
-
-
-
-
-
-
Avigdor
Shafferman
24%
(1)%
34%
(8)
-
-
-
-
-
-
-
-
-
-
-
-
Shmuel
Ben Zvi
2,037%
(9)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Ayala
Hakim
(5)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1. Moti Nagar became CEO on 1 January 2023, having previously been CFO since 2015. His remuneration as CEO was as approved by
shareholders at the 2022 AGM.
2. Moti Nagar waived his bonus payment for 2022.
3. Lior Miles became CFO on 22 June 2025 and was appointed to the Board on 10 December 2025.
4. The number of meetings attended by each director may change from one year to another.
5. Appointed to the Board on 10 December 2025.
6. Dr. Gideon Chitayat retired from the Board, post year end, on 1 January 2026 having stepped down as Chairman on 25 December 2025.
7. Dr. Gideon Chitayat’s fee was increased from 1 January 2023 as approved by shareholders at the AGM 2022.
8. Appointed to the Board on 12 April 2022.
9. Appointed to the Board on 19 December 2024.
58
Annual Report & Accounts 2025
Corporate Governance
59
59
Resolution
Votes for
(including
discretionary)
% for*
Votes against
(excluding
withheld)
% against*
Withheld
Total votes
cast
Approval of the
report of the
Remuneration
Committee
275,518,350
98.02
5,563,197
1.98
0
281,081,547
* Excludes withheld votes
Payments for loss of office and/or payments to
former directors
In accordance with his employment contract, Ran Noy
received a payment equal to two months’ base salaries at the
end of his employment. No other payments were made for
loss of office or to former directors during the year.
Statement of shareholder voting
At the AGM that took place on 10 December 2025, there was
one remuneration-related resolution:
Implementation of Policy for FY26
Component of Pay
Implementation for FY26
Base salaries
CEO: NIS 1,800,000
CFO: NIS 720,000
Benefits and pension
In line with the Directors’ Remuneration Policy and past practice, the Company
contributes towards pension in line with mandatory requirements in Israel.
No changes to benefit provisions.
Annual bonus
The CEO’s and CFO’s bonus opportunity will be 67% and 25% of base salary respectively.
The targets are currently commercially sensitive and will be reported in next year’s
annual report.
LTIP
None
NED fees
The Chairman and NED fees for FY26 are as follows:
•
Chairman fee: $100,000
•
Non-executive and External Director base fee*: NIS 95,730 ($30,009**)
•
Non-executive and External Director per-meeting fee*: NIS 5,035 ($1,578**)
* Linked to the consumer price index in Israel
** According to the 31 December 2025 currency rate of NIS 3.19 per $1.00
On behalf of the Board.
Ayala Hakim
Remuneration Committee Chair
20 April 2026
60
Annual Report & Accounts 2025
Principal activities
BATM’s focus is on the development, production and
marketing of networking and cybersecurity technologies,
products and associated services. Networking comprises
data communication products, namely high-performance
connectivity solutions for the network edge, including the
innovative Edgility open edge software platform that enables
the deployment and lifecycle management of apps, network
functions and compute devices at the edge of the network,
and a broad portfolio of carrier grade switching and
routing hardware and software products. Cybersecurity
includes integrated hardware and software solutions for
network encryption.
The Group’s non-core activities comprise the development
and sale of in vitro medical diagnostic reagents and
instruments (this activity was classified as core during the
year under review and has been reclassified as non-core post
year-end) and the distribution of third-party pharmaceutical
and environmental monitoring products.
In addition, in 2025, the Group’s activities in continuing
operations included the distribution of medical diagnostics
products and the administering of diagnostic tests. These
activities were disposed of during the year.
Financial performance
The financial performance of the Group for the year
ended 31 December 2025 is detailed in the Chief Financial
Officer’s Review on pages 13 to 15 and in the consolidated
financial statements and notes to the consolidated financial
statements on pages 69 to 112, which are incorporated in this
Directors’ Report by reference.
Returns to shareholders
While recognising the importance of returns to shareholders,
the Board believes it is in the best interests of the Company
and of shareholders as a whole not to declare a dividend
for 2025 in order to maximise the resources available to the
Group to execute on its growth strategy. In particular, and
as previously stated, the Group may add capability to its
core businesses through M&A. The Board continues to keep
its dividend policy under constant review and to assess all
options for generating returns for shareholders.
Gil Sharon
Chairman
Directors’
Report
61
Corporate Governance
Business and strategic review
The review of the Group’s business operations, including its
strategy, key performance indicators and principal risks and
uncertainties, are set out in the Strategic Report section on
pages 4 to 27 and are incorporated in this Directors’ Report
by reference.
Directors
The Directors who served for the year ended 31 December
2025 and are currently serving (unless otherwise stated) are
as follows:
•
Gil Sharon, Non-executive Chairman
(appointed as a Director
on 10 December 2025 and assumed the role of Chairman on 25
December 2025)
•
Moti Nagar, CPA, Executive Director and Chief Executive
Officer
•
Lior Miles, CPA, Executive Director and Chief Financial
Officer
(appointed as CFO on 22 June 2025 and as a Director on
10 December 2025)
•
Prof. Varda Shalev, Non-executive External Director and
Senior Independent Director
•
Dr. Avigdor Shafferman, Non-executive Director
•
Dr. Shmuel Ben Zvi, Non-executive Director
•
Ayala Hakim, Non-executive External Director
(appointed
10 December 2025)
•
Dr. Gideon Chitayat, Non-executive Chairman
(retired
as Chairman on 25 December 2025 and as a Director on
1 January 2026)
•
Dr. Zvi Marom, Non-executive Director
(resigned effective
10 December 2025)
•
Ran Noy, Executive Director and Chief Financial Officer
(resigned effective 21 June 2025)
•
Harel Locker, Non-executive External Director
(completed
his final three-year term as an External Director on 25
September 2025)
Corporate governance statement
The information that fulfils the requirement of the corporate
governance statement in accordance with Rule 7.2 of the
Financial Conduct Authority’s Disclosure and Transparency
Rules can be found in this Directors’ Report and in the
Corporate Governance information on pages 28 to 63,
which is incorporated in this Directors’ Report by reference.
Directors’ remuneration and interests
The Directors’ remuneration and interests are set out in the
Directors’ Remuneration Report on pages 44 to 63.
Rules about appointment and replacement
of Directors
Pursuant to the Company’s articles of association and Israeli
Companies Law, Directors are elected at an annual general
meeting by the vote of the holders of a majority of the voting
power represented at such meeting in person or by proxy
and voting on the election of Directors. Appointments to
the Board are subject to a formal, rigorous and transparent
procedure after the Company’s Nomination Committee has
considered each nominee and the Company gives full and
transparent information and background to the shareholders
on each candidate that it wishes to propose for election
and/or re-election to the Board. Each Director (except
for the External Directors) shall serve until the next annual
general meeting following the annual general meeting at
which such Director was appointed, or their earlier removal.
The holders of a majority of the voting power represented
at a general meeting and voting thereon shall be entitled
to remove any Director(s) from office, to elect Directors
in place of the Directors so removed or to fill any vacancy,
however created, in the Board of Directors by way of ordinary
resolution. Such vacancy may also be temporarily filled by the
continuing Directors, and any Director so appointed shall hold
office until the next annual general meeting and is eligible
for reappointment at that meeting. “External” Directors,
as defined by Israeli Companies Law, are Non-executive
Directors that are appointed and elected for a mandatory
term of three years, which is renewable for no more than two
further terms of three years each. The appointment of the
External Directors must be approved by the shareholders
in general meeting. The Israeli Companies Law defines the
procedures and conditions for election and re-election of
External Non-executive Directors.
62
Annual Report & Accounts 2025
Apart from the authority of the general meeting to remove
a Director from office, subject to giving such Director a
reasonable opportunity to present their position to the
general meeting, under the Company’s articles, the office of
a Director shall be vacated ipso facto, upon their death, or
if the Director is found to be of unsound mind, or becomes
bankrupt or if they become prohibited by law from being a
Director in a public company.
The Chairman of the Board, Mr. Gil Sharon, and the CFO,
Mr. Lior Miles, were elected and the CEO, Mr. Moti Nagar,
and Non-executive Directors Dr. Avigdor Shafferman and
Dr. Shmuel Ben Zvi, were re-elected at the Annual General
Meeting (“AGM”) of 10 December 2025 until the following
AGM. In addition, Mrs. Ayala Hakim was elected at the AGM
as a Non-executive External Director for her first three-
year term. Prof. Varda Shalev is currently serving her third
three-year term as a Non-executive External Director. Their
biographies appear on pages 28 to 31 above.
Amendment of articles
Under the Israeli Companies Law, a company may amend its
articles by a simple majority of the shareholders at a general
meeting. According to the Company’s articles of association,
any proposed amendments to the articles regarding
modification of rights attached to shares of the Company
and/or dividing the share capital into various classes of shares
requires the approval of 75% of the votes cast at a general
meeting of shareholders.
Going concern
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group will be able
to operate within the level of available facilities and cash for
the foreseeable future. Accordingly, the Company continues
to prepare its financial statements according to the going
concern basis.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual
Report, the Directors’ Remuneration Report and the
financial statements in accordance with applicable laws and
regulations. The Directors are required to prepare financial
statements for the Company in accordance with International
Financial Reporting Standards as issued by the International
Accounting Standards Board. Israeli company law holds the
Directors responsible for preparing such financial statements
and requires the Directors to approve them.
Directors’
Report
(cont.)
63
Corporate Governance
International Accounting Standard 1 requires that financial
statements present fairly for each financial year the
Company’s financial position, financial performance and
cash flows. This requires the faithful representation of the
effects of transactions, other events and conditions in
accordance with the definitions and recognition criteria
for assets, liabilities, income and expenses set out in the
International Accounting Standards Board’s ‘Framework for
the Preparation and Presentation of Financial Statements’.
In virtually all circumstances, a true and fair presentation will
be achieved by compliance with all applicable International
Financial Reporting Standards.
Directors are also required to:
•
properly select and apply accounting policies;
•
present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
•
make an assessment of the Company’s ability to continue
as a going concern and disclose where they consider it
appropriate; and
•
provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable
users to understand the impact of particular transactions,
other events and conditions on the entity’s financial
position and financial performance.
The Directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time
the financial position of the Company, for safeguarding
the assets, for taking reasonable steps for the prevention
and detection of fraud and other irregularities and for
the preparation of a Directors’ Report and Directors’
Remuneration Report that comply with the U.K. Listing Rules
and the Disclosure and Transparency rules.
Legislation in Israel governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Each of the Directors confirms to the best of his or her
knowledge:
1.
the financial statements, prepared in accordance with
International Financial Reporting Standards, give a true
and fair view of the assets, liabilities, financial position
and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole;
2.
the strategic report includes a fair review of the
development and performance of the business and the
position of the Company and the undertakings included
in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties they
face; and
3.
the annual report and financial statements, taken as
a whole, are fair, balanced, and understandable, and
provide the information necessary for shareholders to
assess the Company’s position, performance, business
model and strategy.
The Directors’ Report has been brought for review to the
Board and has been approved in its present form.
The Directors’ Report is signed on behalf of the Board by:
Gil Sharon
Chairman
20 April 2026
Consolidated
Financial
Statements
for the year ended
31 December 2025
64
Annual Report & Accounts 2025
64
65
Financial Statements
Independent Auditor’s Report to the Shareholders
of BATM Advanced Communications Ltd.
Neve Ne’eman Ind. Area
4, Ha’harash Street, P.O.B. 7318
4524075 Hod Hasharon, Israel
Opinion
We have audited the consolidated financial statements of
BATM Advanced Communications Ltd. and its subsidiaries
(the Group), set out on pages 69 to 111, which comprise
the consolidated statement of financial position as at
December 31, 2025, and the consolidated statement of
profit or loss, consolidated statement of comprehensive
income, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then
ended, and notes to the consolidated financial statements,
including material accounting policy information.
In our opinion, the accompanying consolidated financial
statements present fairly, in all material respects, the
consolidated financial position of the Group as at December
31, 2025, and its consolidated financial performance and
its consolidated cash flows for the year then ended in
accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board (IASB).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial
Statements section of our report. We are independent
of the Group in accordance with the International Ethics
Standards Board for Accountants’ International Code of
Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code), and we have fulfilled
our other ethical responsibilities in accordance with the
IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for
our opinion.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
consolidated financial statements of the current period.
These matters were addressed in the context of our audit
of the consolidated financial statements as a whole, and
in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Tel Aviv - Main Office
1 Azrieli Center Tel Aviv, 6701101 P.O.B. 16593 Tel Aviv, 6116402
Tel: +972 (3) 608 555 | info@deloitte.co.il
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3 Kiryat Ha’Mada
Har Hotzion Tower
Jerusalem, 914510
Tel: +972 (2) 501 8888
Fax: +972 (2) 537 4173
info-jer@deloitte.co.il
Haifa
5 Ma’alah Hashichrur
P.O.B. 5648
Haifa, 3105502
Tel: +972 (4) 860 7333
Fax: +972 (2) 867 2528
info-haifa@deloitte.co.il
Eilat
Habalan 2 ST
P.O.B. 583
Eilat, 8850135
Tel: +972 (8) 637 5676
Fax: +972 (2) 637 1628
info-eilat@deloitte.co.il
Nazareth
9 Marj lbn Amer St.
Nazareth, 16100
Tel: +972 (73) 399 4455
Fax: +972 (73) 637 4455
info-nazareth@deloitte.co.il
Raanana,
Infinity Park,
HaPnina 8
Raanana
Rishon LeZion
Millennia Center
Sderot HaRishonin 23,
Rishon LeZion
Beit Shemesh
Yigal Alon 1 St.
Beit Shemesh, 9906201
66
Annual Report & Accounts 2025
Independent Auditors’ Report
(cont.)
Key audit matter
How our audit addressed the key audit matter
Disposal of subsidiary
As detailed in Notes 33 and 37,on 5 October 2025
the Group signed an agreement to sell its entire
shareholding in the Romanian company A.M.S. 2000
Trading Impex SRL (“AMS”) to Dr. Zvi Marom, a director,
former CEO, and shareholder who held
22.2% of
the issued share capital of BATM, in exchange for Dr.
Marom’s entire shareholding in BATM, which consisted
of 96,794,500 shares of BATM. Dr. Marom stepped
down from the Board on 10 December 2025 and
ceased to be a shareholder of BATM following the
closing of the transaction which occurred on
31 December 2025. The Group recognized a gain of
$14.1m from the sale of AMS.
We considered the disposal of AMS to be a key audit
matter due to the nature of the transaction, under
which the Group transferred its entire shareholding
in AMS in exchange for Dr. Zvi Marom’s entire
shareholding in BATM. The transaction was with a
related party, Dr. Zvi Marom, who was a director,
former Chief Executive Officer and significant
shareholder of the Company, and accordingly required
heightened audit attention.
In addition, the Group recognized a gain on disposal
of $14.1 million, which was material to the financial
statements. The accounting for the transaction
required significant judgment, particularly in respect
of the timing of recognition, the consideration
received, the calculation of the gain recognized on
disposal and evaluating the appropriateness of the
related party disclosures in the financial statements.
We performed the following audit procedures on the
disposal of AMS and on management’s calculation
of the transaction and the gain recognized from this
disposal. Our audit procedures included:
•
Obtaining an understanding of the design and
implementation of controls over the approval of
the related party transaction;
•
Reviewing the minutes of shareholders’
meetings, Board of Directors’ meetings and Audit
Committee meetings;
•
Evaluating the underlying transaction agreement
and related documentation to assess the date
on which control over AMS was lost and the
consideration received;
•
Involving Deloitte’s professional practice
specialists to assist in evaluating the
appropriateness of the accounting treatment
applied to the transaction;
•
Using our internal tax specialists to assess the
reasonableness of management’s determination
of the related current tax effects, including the
application of relevant tax laws and regulations,
and testing the key data and assumptions used
in determining the amount recognised in the
financial statements;
•
Recalculating the gain recognised on loss of
control;
•
Evaluating whether the related disclosures in
the financial statements were adequate and
appropriate.
67
Financial Statements
Independent Auditors’ Report
(cont.)
Other information
Management is responsible for the other information. The
other information comprises the information included in the
annual report but does not include the financial statements
and our auditor’s report thereon.
Our opinion on the consolidated financial statements does
not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information
is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Responsibilities of management and those
charged with governance for the Consolidated
Financial Statements
Management is responsible for the preparation and fair
presentation of the consolidated financial statements in
accordance with IFRS Accounting Standards as issued by
the IASB, and for such internal control as management
determines is necessary to enable the preparation of
consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements,
management is responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless management either
intends to liquidate the Group or to cease operations, or has
no realistic alternative but to do so.
Those charged with governance are responsible for
overseeing the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the
Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about
whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance
with ISAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
financial statements.
As part of an audit in accordance with ISAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
•
Identify and assess the risks of material misstatement
of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks and obtain audit evidence that
is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control.
•
Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the
Group’s internal control.
•
Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.
•
Conclude on the appropriateness of management’s use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue
as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or
conditions may cause the Group to cease to continue as
a going concern.
68
Annual Report & Accounts 2025
Independent Auditors’ Report
(cont.)
•
Evaluate the overall presentation, structure, and content
of the consolidated financial statements, including the
disclosures, and whether the consolidated financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
•
Plan and perform the group audit to Obtain sufficient
appropriate audit evidence regarding the financial
information of the entities or business activities within
the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction,
supervision, and review of the audit work performed for
purposes of the Group audit. We remain solely responsible
for our audit opinion.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or
safeguards applied.
From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the consolidated financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest
benefits of such communication.
As required by the Financial Conduct Authority (FCA)
Disclosure Guidance and Transparency Rule (DTR) 4.1.15R
– DTR 4.1.18R, these financial statements form part of the
Electronic Format Annual Financial Report filed on the
National Storage Mechanism of the FCA in accordance
with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides
no assurance over whether the Electronic Format Annual
Financial Report has been prepared in compliance with DTR
4.1.15R – DTR 4.1.18R.
The engagement partner on the audit resulting in this
independent auditor’s report is Elad Cazaz.
Brightman Almagor Zohar and Co.,
Certified Public Accountants
A Firm in the Deloitte Global Network
1 Azrieli Center, Tel Aviv
Israel
20 April 2026
69
Financial Statements
for the year ended 31 December 2025
Note
2025
2024
US$’000
US$’000
Revenues
5, 6
Cost of revenues
7
Gross profit
Operating expenses
Sales and marketing expenses
8
General and administrative expenses
9
Research and development expenses
10
Other operating (income)/expenses
12
(12,298 )
Total operating expenses
Operating profit/(loss)
(4,661 )
Finance income
13
Finance expenses
14
(1,866 )
(1,387 )
Profit/(loss) before tax
(5,383 )
Income tax expenses
15
(6,192 )
(1,728 )
Profit/(loss) for the year before share of loss of
a joint venture and associated companies
(7,111 )
Share of loss of a joint venture and associated companies
28
Share of loss of financial balances of a joint venture
and associated companies
Loss for the year from continuing operations
(12,751 )
(7,456 )
Loss for the year from discontinued operations
20
(6,150 )
(14,798 )
Loss for the year
(18,901 )
(22,254 )
Attributable to:
Non-controlling interests
(566 )
Owners of the Company
(18,335 )
(22,296 )
Earnings/(loss) per share (in cents):
Basic and diluted from continuing operations
16
(2.79
(1.72
Basic and diluted from discontinued operations
16
(1.41
(3.39
Basic and diluted
16
(4.20
(5.11
The accompanying notes are an integral part of these financial statements.
Consolidated Statements of Profit or Loss
Continuing operations
70
Annual Report & Accounts 2025
for the year ended 31 December 2025
Consolidated Statements of Comprehensive Income
2025
2024
US$’000
US$’000
Loss for the year
(18,901 )
(22,254 )
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
(5,043 )
Disposal of a foreign operation
Items that will not be reclassified subsequently to profit or loss:
Re-measurement of defined benefit obligation
Total other comprehensive income/(loss) for the year
(5,024 )
Total comprehensive loss for the year
(7,952 )
(27,278 )
Attributable to:
Owners of the Company from continuing operations
(5,417 )
(11,366 )
Owners of the Company from discontinued operations
(2,161 )
(15,739 )
Non-controlling interests
(374 )
(173 )
(7,952 )
(27,278 )
The accompanying notes are an integral part of these financial statements.
71
Financial Statements
for the year ended 31 December 2025
Note
2025
2024
Assets
US$’000
US$’000
Current assets
Cash and cash equivalents
Trade and other receivables
18
Short-term investment in deposits and other securities
17
Inventories
19
Disposal groups Held for Sale
21
Non-current assets
Property, plant and equipment
22
Investment property
23
Right-of-use assets
24
Goodwill
25
Intangible assets
26
Investment in joint venture and associate companies
28
Investments carried at fair value
Deferred tax assets
29
Total assets
Equity and liabilities
Current liabilities
Short-term bank credit
30
Trade and other payables
30
Current maturities of lease liabilities
30
Tax liabilities
Liabilities associated with disposal groups Held for Sale
21
Non-concurrent liabilities
Long-term bank credit
30
Long-term liabilities
30
Long-term lease liabilities
30
Retirement benefit obligation
36
Total liabilities
Equity
Share capital
31
Share premium account
Reserves
(24,250 )
(31,073 )
Company’s shares held by a subsidiary of the Group
(20,994 )
Reserves associated with disposal groups Held for Sale
(3,620 )
Accumulated deficit
(320,715 )
(302,162 )
Equity attributable to the:
Owners of the Company
Non-controlling interests
(1,455 )
(1,081 )
Total equity
Total equity and liabilities
The financial statements were approved by the board of directors and authorised on 20 April 2026. They were signed on its
behalf by:
M. Nagar, CEO
L. Miles, CFO
The accompanying notes are an integral part of these financial statements.
Consolidated Statements of Financial Position
72
Annual Report & Accounts 2025
for the year ended 31 December 2025
Consolidated Statement of Changes in Equity
The accompanying notes are an integral part of these financial statements.
Share
Capital
Share
Premium
Account
Translation
Reserve
Other
Reserve
Company’s
Shares held
by a
Subsidiary
of the
Group
Other
Comprehensive
Income
attributable
to Disposal
Groups
Accumulated
Deficit
Attributable
to Owners
of the
Company
Non-
Controlling
Interests
Total
Equity
US$ in thousands
Balance as at
1 January 2024
(23,092 )
(6,773 )
(279,767 )
(908 )
Loss for the year
(22,296 )
(22,296 )
(22,254 )
Re-measurement
of defined benefit
obligation
Exchange
differences on
translating foreign
operations
(4,828 )
(4,828 )
(215 )
(5,043 )
Total
comprehensive
loss for the year
(4,828 )
(22,277 )
(27,105 )
(173 )
(27,278 )
Dividend to non-
controlling interests
holding put option
(118 )
(118 )
(118 )
Recognition of
share-based
payments
Other
comprehensive
income attributable
to disposal groups
(3,620 )
Balance as at
31 December 2024
(24,300 )
(6,773 )
(3,620 )
(302,162 )
(1,081 )
Balance as at
1 January 2025
(24,300 )
(6,773 )
(3,620 )
(302,162 )
(1,081 )
Loss for the year
(18,335 )
(18,335 )
(566 )
(18,901 )
Re-measurement
of defined benefit
obligation
Exchange
differences on
translating foreign
operations
Total
comprehensive
loss for the year
(18,310 )
(7,578 )
(374 )
(7,952 )
Dividend to
non-controlling
interests holding
put option
(243 )
(243 )
(243 )
Recognition of
share-based
payments
Company’s shares
held by a subsidiary
of the Group
(20,994 )
(20,994 )
(20,994 )
Capital reserve
transactions with
non-controlling
interests
(289 )
(289 )
Disposal of
subsidiary
(947 )
(947 )
Balance as at 31
December 2025
(17,188 )
(7,062 )
(20,994 )
(320,715 )
(1,455 )
The accompanying notes are an integral part of these financial statements.
73
Financial Statements
for the year ended 31 December 2025
Consolidated Statements of Cash Flow
Note
2025
2024
US$’000
US$’000
Net cash (used in)/from continuing operating activities
32
(3,122 )
Net cash used in discontinued operating activities
(3,843 )
(1,806 )
Investing activities
Purchases of property, plant and equipment
(1,868 )
(700 )
Increase of intangible assets
(2,414 )
(2,707 )
Investment in joint venture and associated companies
(1,072 )
(1,378 )
Purchases of deposits and financial assets
(5,132 )
(8,744 )
Proceeds on disposal of property, plant and equipment
Proceeds on disposal of operation, net (see note 33)
Proceeds on disposal of deposits and securities
Net cash from/(used in) investing activities – Continuing Operations
(1,212 )
Net cash from/(used in) investing activities – Discontinued Operations
(4 )
Financing activities
Lease payment
30
(2,154 )
(2,098 )
Bank loan repayment
30
(2,895 )
(2,458 )
Bank loan received
30
Dividend paid to non-controlling interests holding put option
(243 )
(118 )
Net cash from/(used in) financing activities –
Continuing Operations
(2,315 )
Net cash used in financing activities – Discontinued Operations
(81 )
(297 )
Net decrease in cash and cash equivalents
(4,337 )
(5,480 )
Cash and cash equivalents at the beginning of the year
Effects of exchange rate changes on the balance of cash
held in foreign currencies
(961 )
Cash and cash equivalents at the end of the year
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
74
Annual Report & Accounts 2025
Notes to the Consolidated Financial Statements
for the year ended 31 December 2025
General information
Law. The address of the registered office is POB 7318, Nave Ne’eman Ind. Area 4, Ha’harash Street, 4524075 Hod
of real-time technologies and associated services in three core application areas: Networks, Cyber and Diagnostics.
In addition, the Group’s non-core activities comprised the production and supply of pharmaceutical applications and
States, Israel and Europe.
New and revised International Financial Reporting Standards
(IFRS Accounting Standards)
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new
requirements. In addition, some IAS 1 paragraphs have been moved to IAS 8 and IFRS 7. Furthermore, the IASB has made
minor amendments to IAS 7 and IAS 33 Earnings per Share.
IFRS 18 introduces new requirements to:
•
Present specified categories and defined subtotals in the statement of profit or loss.
•
Provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements.
•
Improve aggregation and disaggregation.
An entity is required to apply IFRS 18 for annual reporting periods beginning on or after 1 January 2027, with earlier
application permitted. The amendments to IAS 7 and IAS 33, as well as the revised IAS 8 and IFRS 7, become effective
when an entity applies IFRS 18. IFRS 18 requires retrospective application with specific transition provisions.
The directors of the Company anticipate that the application of these amendments may have an impact on the Group’s
Significant accounting policies
®
Accounting Standards
The consolidated financial statements have been prepared in accordance with International Financial Reporting
The consolidated financial statements have been prepared on a historical cost basis except for certain properties and
financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as
Regional conflict
Since October 2023, Israel has been involved in an ongoing armed conflict and continued rocket fire following a large-
scale attack by Hamas, and which evolved into a broader regional confrontation, with additional hostilities involving
Hezbollah in Lebanon, armed groups operating from Syria and Houthi forces in Yemen.
During 2025, tensions further escalated, including a period of direct confrontation between Israel and Iran involving
missile launches, cyber incidents and disruptions to air traffic. On 28 February 2026, coordinated military actions by the
United States and Israel targeted certain Iranian military infrastructure. Iran subsequently responded with missile and
drone attacks directed at Israel, U.S. assets in the region and additional locations across the Middle East.
Since then, hostilities have continued, characterised by recurring missile and drone activity, cyber-related threats and
an elevated risk of further escalation. In parallel, Hezbollah has intensified its activity along Israel’s northern border,
contributing to ongoing regional instability and heightened geopolitical uncertainty.
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
75
The Company continues to monitor developments closely. As of the date of approval of these financial statements, the
Company does not anticipate a material impact on its financial position or results of operations arising from these events.
However, the situation remains highly uncertain and difficult to predict, and the potential future impact on the Company’s
operations, financial condition and results cannot be reasonably estimated at this stage, particularly if the current
situation persists for a prolonged period or escalates into broader geopolitical or military conflict.
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by
the Company and its subsidiaries. Control is achieved when the Company has power over the investee, is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during
the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the
Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to
the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and
to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as
the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained
interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in
the financial and operating policy decisions of the investee but without control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the
net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which
exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
An investment in an associate or a joint venture is accounted for using the equity method from the date on which the
investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any
excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of
the investee is recognised as goodwill, which is included within the carrying amount of the investment.
The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with
respect to the Group’s investment in an associate or a joint venture. When necessary, the entire carrying amount of
the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single
asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying
amount. Any impairment loss recognised forms part of the carrying amount of the investment. The carrying value of the
investment in associates and joint ventures considering the requirement of IAS 36 are presented in note 28.
The Group applies IFRS 9, including the impairment requirements, to long-term interests in an associate or joint venture
to which the equity method is not applied and which form part of the net investment in the investee. Furthermore, in
applying IFRS 9 to long-term interests, the Group does not take into account adjustments to their carrying amount
required by IAS 28 Investments in Associates and Joint Ventures (i.e. adjustments to the carrying amount of long-term
Disposal groups classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell.
Disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather
than through continuing use. This condition is regarded as met only when the sale is highly probable and the disposal
group is available for immediate sale in its present condition. Management must be committed to the sale which should
be expected to qualify for recognition as a completed sale within one year from the date of classification.
When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that
subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will
A discontinued operation is a component of the Group that has been disposed of or is classified as held for sale and
represents a separate major line of business or geographical area of operations. The results of discontinued operations
are presented separately in the statement of profit or loss.
The results of discontinued operations are presented in a single amount in the statement of profit or loss, comprising the
post-tax profit or loss of discontinued operations and the post-tax gain or loss recognised on the measurement to fair
value less costs to sell or on the disposal of the assets or disposal group(s) constituting the discontinued operation. Cash
flows from discontinued operations are presented in the cash flow statement, classified according to operating activities,
investing activities, and financing activities.
Comparative information for prior periods is restated to reflect the disclosures related to all operations that have been
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business
less accumulated impairment losses, if any. Goodwill is not amortised but is reviewed for impairment at least annually.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups
of cash-generating units) that is expected to benefit from the synergies of the combination. A cash-generating unit to
which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that
the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other
assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is
recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of a cash-generating unit, the attributable goodwill is included in the determination of the profit or loss
The Group recognises revenue from the following major sources:
•
Sale of goods (point in time) – networking products, network encryption products, medical diagnostics reagents
and instruments, and pathogenic waste treatment and sterilisation products
•
Rendering of services – related mainly to software services such as training and technical support, laboratory
services and maintenance related to products sold
•
Construction contracts (over time)
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer
and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a
product or service to a customer.
Sale of goods
For sales of goods, revenue is recognised when control of the goods has transferred generally, being when the goods
have been shipped to the customer’s specific location (delivery). Following delivery, the customer has full discretion over
the manner of distribution and price to sell the goods, has the primary responsibility when onselling the goods and bears
the risks of obsolescence and loss in relation to the goods.
A receivable is generally recognised by the Group when the goods are delivered to the customer as this represents the
point in time at which the right to consideration becomes unconditional, as only the passage of time is required before
payment is due.
76
Annual Report & Accounts 2025
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
77
Rendering of services
Services provided by the Group are recognised as a performance obligation satisfied over time. Revenue is recognised
based on the stage of completion of the contract. The management have assessed that the stage of completion
determined as the proportion of the total time expected to install that has elapsed at the end of the reporting period is an
appropriate measure of progress towards complete satisfaction of these performance obligations under IFRS 15.
Construction contracts
Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised over time
by reference to the stage of completion of the contract activity at the date of the consolidated statements of financial
position. This is normally measured by the proportion that contract costs incurred for work performed to date compare
to the estimated total contract costs except where this would not be representative of the stage of completion or
engineering completion. The management consider that this input method is an appropriate measure of the progress
towards complete satisfaction of these performance obligations under IFRS 15. Variations in contract work, claims and
incentive payments are included to the extent that they have been agreed with the customer.
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent
of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period
in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an
The Group as a lessee
At inception of the contract, the Group assesses whether an arrangement is a lease or contains a lease. The Group
recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the
lessee, except for assets leased for a period of less than 12 months, and also to lease of assets with low economic value.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the lessee uses its
incremental borrowing rate.
The lease liability is subsequently measured at amortised cost using the effective interest method.
Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses, and are
depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of
the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option,
the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the
commencement date of the lease.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified
impairment loss.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any
environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the
results and financial position of each Group company are expressed in the US dollar, which is the presentation currency
for the consolidated financial statements.
78
Annual Report & Accounts 2025
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions.
At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are
included in profit or loss for the period.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign
operations (operations in foreign currencies) are translated at exchange rates prevailing at the end of each reporting
period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates
fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange
differences arising, if any, are recognised in other comprehensive income and accumulated in equity (attributed to non-
controlling interests as appropriate) within the Group’s translation reserve. Such translation reserves are reclassified from
equity to profit or loss in the period in which the foreign operation is disposed.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the closing rate. Exchange differences arising are recognised in other
Government grants are assistance from government in the form of transfers of resources to an entity in return for past or
future compliance with certain conditions relating to the operating activities of the entity.
Forgivable loans are loans where the lender (Israeli Chief Scientist Officer (ISO)) undertakes to waive repayment under
certain prescribed conditions. In a case where a government grant takes the form of a forgivable loan, a liability is
recognised in regards to this loan at fair value, based on estimations of future cash flows related to the relevant grant.
The Group’s policy is to designate such loans as financial liabilities measured at amortised cost according to IFRS 9. The
Share-based payment transactions of the Company
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value
of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-
based transactions are set out in note 35.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-
line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a
corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of
equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit
or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the share
The income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. The Group’s liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the
consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred
tax liabilities are generally recognised for all taxable temporary differences.
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
79
Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax
assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries
and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets
arising from deductible temporary differences associated with such investments and interests are only recognised to the
extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary
differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the
liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted
by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences
that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.
Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in
other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in
other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial
Land and buildings held for use in the Group’s operations are stated in the consolidated statements of financial
position on a historical cost basis, being the historical cost at the date of acquisition, less any subsequent accumulated
depreciation and subsequent accumulated impairment losses.
Properties in the course of construction are carried at cost, less any recognised impairment loss. Cost includes
professional fees. Depreciation of these assets, on the same basis as other property assets, commences when the assets
are ready for their intended use.
Freehold land is not depreciated. Fixtures and equipment are stated at cost less accumulated depreciation and any
recognised impairment loss.
Depreciation is charged so as to write off the cost of assets, other than land over their estimated useful lives, using the
straight-line method, on the following bases:
Buildings |
2%-6% |
Plant and equipment |
10%-33% |
Motor vehicles |
15%-33% |
Furniture and fittings |
6%-15% |
Leasehold improvements |
6%-20% |
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales
80
Annual Report & Accounts 2025
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of an internal project)
is recognised if, and only if, all of the following have been demonstrated:
•
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
•
the 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 probable future economic benefits;
•
the availability of adequate technical, financial and other resources to complete the development
and to use or sell the intangible asset; and
•
the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the
date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible
Acquired intangible assets are measured initially at purchase cost and are amortised on a straight-line basis over their
estimated useful lives.
Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at
their fair value at the acquisition date (which is regarded as their cost).
Amortisation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line
method, on the following bases:
Customer relationships and backlog 10%-12.5% |
|
Technology |
10%-20% |
Other |
10% |
Subsequent to initial recognition, intangible assets are reported at cost less accumulated amortisation and accumulated
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to
determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When
it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount
of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be
identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the
smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication
that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated
future cash flows are 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 for which the estimates of future cash flows
have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
81
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where
applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present
location and condition. Cost is determined on the “first-in-first-out” basis. Net realisable value represents the estimated
Financial assets and financial liabilities are recognised on the Group’s consolidated statements of financial position
Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost
using the effective interest rate method. Appropriate allowances to recognise expected lifetime credit losses are
recognised in profit or loss at the end of the reporting period. The allowance recognised is measured as the difference
between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or
losses recognised in profit or loss. The net gain or loss recognised in profit or loss is included in the ‘other gains and
losses’, or financial income or expenses line item as appropriate. Fair value is determined in the manner described in
The Group recognises a loss allowance for expected credit losses on trade receivables. The amount of expected credit
losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective
financial instrument.
The Group recognises lifetime ECL for trade receivables. The expected credit losses on these financial assets are
estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are
specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast
direction of conditions at the reporting date, including time value of money where appropriate.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life
Financial liabilities measured subsequently at amortised cost
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for-trading,
or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash flows (including all fees and points paid or received that form an integral part of the effective interest
rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where
The accompanying notes are an integral part of these financial statements.
82
Annual Report & Accounts 2025
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
Critical accounting judgments and key sources of estimation uncertainty
Critical judgments in applying the Group’s accounting policies
In the process of applying the Group’s accounting policies, which are described in note 3, management has made the
following judgments that have the most significant effect on the amounts recognised in the financial statements (apart
from those involving estimations, which are dealt with below):
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the consolidated
statements of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year, are discussed below.
Determining whether goodwill is impaired requires an estimation of the value-in-use or the fair value less cost of sale of
the cash-generating units (CGU) to which goodwill has been allocated. The value-in-use calculation requires the entity to
estimate the future cash flows of the CGU and a suitable discount rate in order to calculate present value. For additional
Judgments with respect to deferred tax assets
For the purposes of measuring deferred tax assets arising from loss carry-forwards in different territories, management is
required to use considerable judgment in estimation of the carried forward losses in which it expects to be able to utilise
in the foreseeable future. For additional information in respect of deferred tax assets see note 15.
Judgments with respect to construction contracts
The Group accounts for its revenue in accordance with IFRS 15 revenue from contracts with customers, which requires
estimates to be made for contract costs and revenues. Revenue is recognised using the percentage of completion
method based on the ratio of contract costs incurred to total estimated contract costs or engineering completion
percentage. Estimating total costs is subjective and requires the use of management’s best judgments based on the
information available at that time.
Judgments with respect to recognition of internally generated intangible assets
The Group recognises costs related to development of software and diagnostic products in accordance with the
conditions for recognising internally generated intangible assets. Estimation of meeting the conditions specified for
recognition of intangible assets requires the use of management’s best judgments. For additional information in respect
Revenues
The Group derives its revenue from contracts with customers for the transfer of goods at a point in time and services and
construction contracts over time. An analysis of the Group’s revenues is as follows:
| Year ended 31 December | ||
2025 | 2024 | |
$’000s | $’000s | |
Sales of goods (point in time) | 103,900 | 91,998 |
Services | 11,572 | 16,073 |
Construction contracts (over time) | 7,726 | 9,265 |
123,198 | 117,336 | |
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
83
Business and geographical segments
Business segments
Operational segments are identified on the basis of internal reports about the Group’s components that are reviewed
by the chief operational decision maker of the Group (“CODM”), the CEO of the Group, for the purpose of allocating
resources and evaluating the performance of the operational segments. Information reported to the CODM for the
purpose of resource allocation and assessment of segment performance focuses on the types of goods or services
delivered or provided and the operating profit.
The principal products and services of each of these segments were as follows: Networks – marketing, research and
development of data communication products, which includes high-performance connectivity solutions for the network
edge, including the Edgility open edge software platform that enables the deployment and life-cycle management
of apps, network functions and compute devices at the edge of the network, and a broad portfolio of carrier grade
switching and routing hardware and software products. Cyber – provision of integrated hardware and software solutions
for network encryption, including hardware security modules (HSMs). Diagnostics – mainly engaged in sales and
distribution of in vitro diagnostics reagents and instruments, including the development and production of proprietary
products. Its proprietary products are focused on molecular diagnostics by test type and infectious disease by application
area. Non-core – mainly the distribution of pharmaceutical and environmental monitoring products and diagnostic tests.
A. Segment revenues and segment results
Year ended 31 December 2025
Networks |
Cyber |
Diagnostics |
Non-core |
Total |
|
$’000s |
$’000s |
$’000s |
$’000s |
$’000s |
|
Revenues from external customers |
11,626 |
8,263 |
47,485 |
55,824 |
123,198 |
Gross profit |
4,991 |
4,219 |
14,238 |
16,616 |
40,064 |
Operating profit/(loss) |
(5,584) |
488 |
16,927 |
1,646 |
13,477 |
Net finance expenses |
(1,109) |
||||
Profit before tax |
12,368 |
Year ended 31 December 2024
Networks |
Cyber |
Diagnostics |
Non-core |
Total |
|
$’000s |
$’000s |
$’000s |
$’000s |
$’000s |
|
Revenues from external customers |
8,550 |
13,131 |
38,617 |
57,038 |
117,336 |
Gross profit |
4,139 |
5,387 |
10,733 |
16,541 |
36,800 |
Operating profit/(loss) |
(4,693) |
2,898 |
(1,721) |
(1,145) |
(4,661) |
Net finance income |
(722) |
||||
Loss before tax |
(5,383) |
Information about a major customer
Included in revenues from the Cyber division are revenues of approximately $8.1 million (2024: $12.9 million) from sales
to a single customer. No customer contributed 10% or more to the Group’s revenue in 2025, and no other customer
contributed 10% or more in 2024.
84
Annual Report & Accounts 2025
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
B.
Segment assets, liabilities and other information
As at 31 December 2025
Networks | Cyber | Diagnostics | Non-core | Total | |
$’000s | $’000s | $’000s | $’000s | $’000s | |
Assets excluding cash & cash | |||||
equivalents | 30,137 | 3,894 | 32,019 | 24,387 | 90,437 |
Liabilities | 17,712 | 4,307 | 12,175 | 15,522 | 49,716 |
Depreciation and amortisation | 891 | 221 | 1,973 | 1,539 | 4,624 |
Additions to non-current assets | 2,073 | 551 | 206 | 1,792 | 4,622 |
As at 31 December 2024
Networks | Cyber | Diagnostics | Non-core | Total | |
$’000s | $’000s | $’000s | $’000s | $’000s | |
Assets excluding cash & cash | |||||
equivalents | 26,316 | 4,257 | 60,931 | 26,090 | 117,594 |
Liabilities | 7,502 | 4,785 | 23,598 | 20,297 | 56,182 |
Depreciation and amortisation | 1,013 | 203 | 2,157 | 1,595 | 4,968 |
Additions to non-current assets | 2,489 | 311 | 1,742 | 2,604 | 7,146 |
C. Revenue from major products and services
The following is an analysis of the Group’s revenue from operations from its major products and services.
Year ended 31 December | 2025 | 2024 |
$’000s | $’000s | |
Networking and cyber products | 15,565 | 17,009 |
Software services | 4,324 | 4,672 |
Diagnostic medical products and services | 47,485 | 38,617 |
Non-core | 55,824 | 57,038 |
123,198 | 117,336 |
D. Revenue from major sources
Year ended 31 December 2025
Networks | Cyber | Diagnostics | Non-core | Total | |
$’000s | $’000s | $’000s | $’000s | $’000s | |
Sales of goods (point in time) | 8,961 | 537 | 42,865 | 51,537 | 103,900 |
Services (over time) | 2,665 | - | - | - | 2,665 |
Services (point in time) | - | - | 4,620 | 4,287 | 8,907 |
Construction contracts (over time) | - | 7,726 | - | - | 7,726 |
11,626 | 8,263 | 47,485 | 55,824 | 123,198 |
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
85
Year ended 31 December 2024
Networks | Cyber | Diagnostics | Non-core | Total | |
$’000s | $’000s | $’000s | $’000s | $’000s | |
Sales of goods (point in time) | 5,568 | 3,866 | 34,275 | 48,289 | 91,998 |
Services (over time) | 2,982 | - | - | - | 2,982 |
Services (point in time) | - | - | 4,342 | 8,749 | 13,091 |
Construction contracts (over time) | - | 9,265 | - | - | 9,265 |
8,550 | 13,131 | 38,617 | 57,038 | 117,336 |
The cumulative revenue related to construction contracts, which has not yet been recognised, totals $9.3 million.
The Group operates in three principal geographical areas: the United States of America, Israel and Europe. The Group’s
revenue from external customers and information about its segment assets by geographical location are presented by the
location of operations and are detailed below:
| $’000s | Revenue from external | |||
customers | Non-current assets | |||
2025 | 2024 | 2025 | 2024 | |
Area A | 99,785 | 87,554 | 14,185 | 32,529 |
Area B | 15,354 | 22,654 | 11,372 | 11,061 |
Area C | 8,059 | 7,128 | 2,198 | 2,302 |
Total | 123,198 | 117,336 | 27,755 | 45,892 |
Cost of revenues
.
| Year ended 31 December | ||
2025 | 2024 | |
$’000s | $’000s | |
Direct costs – components and subcontractors | 77,841 | 75,368 |
Changes in inventory | 391 | (435) |
Salaries and related benefits | 2,322 | 2,552 |
Overheads and depreciation | 2,155 | 2,493 |
Other expenses | 425 | 558 |
83,134 | 80,536 | |
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
86
Annual Report & Accounts 2025
Sales and marketing expenses
| Year ended 31 December | ||
2025 | 2024 | |
$’000s | $’000s | |
Salaries and related benefits | 13,431 | 12,750 |
Commissions | 640 | 612 |
Outside services | 685 | 494 |
Advertising and sales promotion | 877 | 972 |
Overheads and depreciation | 3,138 | 3,055 |
Travelling and other expenses | 1,739 | 1,699 |
20,510 | 19,582 | |
General and administrative expenses
| Year ended 31 December | ||
2025 | 2024 | |
$’000s | $’000s | |
Salaries and related benefits | 7,711 | 7,347 |
Professional services(*) | 1,961 | 1,896 |
Overheads and depreciation | 1,935 | 1,637 |
Other expenses | 1,932 | 1,910 |
13,539 | 12,790 | |
(*) Including auditors’ remuneration for | ||
audit services | 372 | 327 |
Amounts payable to the auditors by the Group undertakings in respect of non-audit services in 2025 were $91 thousand
(2024: $34 thousand). In addition, payables in respect of non-audit services to other than the Company’s auditors, for tax
and internal audit services in 2025, were $92 thousand and $27 thousand respectively (2024: for tax and internal audit
Research and development expenses
| Year ended 31 December | ||
2025 | 2024 | |
$’000s | $’000s | |
Salaries and related benefits | 2,964 | 2,704 |
Components and subcontractors | 1,387 | 1,655 |
Overheads and depreciation | 479 | 623 |
Other expenses | 191 | 194 |
Government grants | (185) | (540) |
4,836 | 4,636 | |
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
87
Staff costs
The average monthly number of employees in 2025 (including executive directors) was 806 (2024: 867).
| Year ended 31 December | ||
2025 | 2024 | |
$’000s | $’000s | |
Wages and salaries | 25,820 | 24,411 |
Share-based payments | 608 | 942 |
26,428 | 25,353 | |
Other operating expenses/(income)
Year ended 31 December | ||
2025 | 2024 | |
$’000s | $’000s | |
Impairment of goodwill (1) and intangible assets | - | 6,809 |
Loss/(gain) from disposal of property | 1,042 | (263) |
Change in liabilities | - | (2,074) |
Gain from disposal of operation and subsidiaries (2) | (14,968) | - |
Amortisation of intangible assets | 27 | 84 |
Other expenses/(income) (3) | 1,601 | (103) |
(12,298) | 4,453 | |
(1)
See note 25 in relation to impairment of goodwill
(2) See note 33 in relation to disposal of subsidiaries and operation
Finance income
| Year ended 31 December | ||
2025 | 2024 | |
$’000s | $’000s | |
Interest on bank deposits and other | 599 | 421 |
Gain on financial assets at FVTPL | 158 | 244 |
757 | 665 | |
88
Annual Report & Accounts 2025
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
Finance expenses
| Year ended 31 December |
||
2025 |
2024 |
|
$’000s |
$’000s |
|
Interest on loans and bank fees |
||
and other |
(1,183) |
(643) |
Interest expense on liabilities |
(683) |
(744) |
(1,866) |
(1,387) |
|
Income tax expenses
| Year ended 31 December |
||
2025 |
2024 |
|
$’000s |
$’000s |
|
Current tax |
(6,398) |
(1,307) |
Tax on previous years |
57 |
(474) |
Deferred tax (note 29) |
149 |
53 |
(6,192) |
(1,728) |
|
Taxation under various laws:
Israel
The Company is an “industrial company” as defined in the Israeli Law for the Encouragement of Industry (Taxes) 1969.
1.
The corporate income tax rate for the years 2024 and 2025 is 23%.
2.
Encouragement of Capital Investments Law:
a. The corporate tax rate for each company with Preferred Enterprise status for the years 2024 and 2025 is 7.5%.
b. Including additional tax tracks for Preferred Technological Enterprise (tax rate of 7.5% in Area “A” and tax rate of 12%
in Area “Other”) and for special Preferred Technological Enterprise (tax rate of 6%).
c. Determining relief of the threshold conditions to enter the track of “Special Preferred Enterprise” relevant for huge
companies (tax rates of 5% in Area “A” or 8% in the Area “Other”).
The Company has Preferred Enterprise status in Area A and its Israeli subsidiaries are being assessed according to the
corporate income tax rate.
The Company and its Israeli subsidiaries have tax loss carry-forwards of $152.7 million for which the Group did not create
deferred tax assets. According to the Israeli tax law there is no expiry date to use such losses.
The Company tax assessments for the years up to and including the 2020 tax year are considered as final.
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
89
The United States of America
Telco Systems incurred losses for tax purposes. In addition, in accordance with U.S. tax law, Telco Systems elected to
amortise a substantial part of the excess cost paid by the Company in its acquisition over a period of 15 years, which has
resulted in tax loss carry-forwards. According to U.S. law, losses created until 2017 can be carried forward for 20 years. As
of 31 December 2025 , the total carry-forward losses of Telco Systems amounted to $172.6 million of which deferred tax
assets of $3.1 million have been recognised in respect of such losses to the extent that a sufficient taxable profit will be
available in the foreseeable future.
The corporate income tax for the years 2024 and 2025 is 21%.
Other jurisdictions
Taxation for other jurisdictions than those mentioned above is calculated at the rates prevailing in the respective
jurisdictions. The corporate income tax rate for subsidiaries with significant sales are: Moldova is 12%, Romania is 16%, Italy
is 28.8% and Hungary is 9%.
The Group has tax loss carry-forwards of $7.0 million in European subsidiaries and the Group did not recognise deferred
tax assets in respect of $5.9 million of such losses.
The income tax expenses for the year can be reconciled to the profit per the consolidated statement of profit or loss
as follows:
Year ended 31 December |
||
2025 |
2024 |
|
$’000s |
$’000s |
|
Profit/(loss) before tax |
12,368 |
(5,383) |
Tax expense at the Israeli statutory corporate income tax rate of 23% |
2,845 |
(1,238) |
Current year losses for which no deferred tax assets were recognised |
2,149 |
1,653 |
Differences between statutory tax in Israel (23%) and subsidiaries tax rate |
1,673 |
699 |
Impairment of goodwill and intangible assets |
- |
479 |
Tax losses utilised in current period for which no deferred tax assets have |
(129) |
(123) |
been recognised | ||
Deferred tax assets recognised |
10 |
- |
Tax on previous years |
(57) |
474 |
Other |
(299) |
(216) |
Tax expenses for the year |
6,192 |
1,728 |
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
90
Annual Report & Accounts 2025
Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
Year ended 31 December |
||
2025 |
2024 |
|
Earnings/(loss) from continuing operations for the purposes of basic and |
(12,185) |
(7,498) |
diluted earnings per share ($’000s) attributable to Owners of the Company |
||
Loss from discontinued operations for the purposes of basic and diluted |
(6,150) |
(14,798) |
earnings per share ($’000s) attributable to Owners of the Company |
||
Number of shares |
||
Weighted average number of ordinary shares for the purposes of basic |
436,624,076 |
436,259,446 |
earnings per share |
||
Effect of dilutive potential ordinary shares |
- |
1,192,389 |
Weighted average number of ordinary shares for the purposes of |
||
calculation of diluted earnings per share |
436,624,076 |
437,451,835 |
The number of dilutive instruments that could potentially dilute basic earnings per share in the future, but were not
included in the calculation of diluted earnings per share because they are antidilutive for the year is 25,053,356
Short-term investment in deposits and other securities
Year ended 31 December |
||
2025 |
2024 |
|
$’000s |
$’000s |
|
Interest-bearing deposits |
333 |
174 |
Financial assets at FVTPL |
199 |
5,498 |
532 |
5,672 |
|
The average interest rate of deposits and other securities as of 31 December 2025 and 2024 was 2.6% and
Trade and other receivables
31 December |
||
| 2025 |
2024 |
|
Trade and other receivables |
$’000s |
$’000s |
Trade receivable account |
17,249 |
19,384 |
Prepaid expenses and deposits |
1,243 |
3,438 |
Construction contracts (see following table) |
1,594 |
1,298 |
Government authorities |
1,655 |
1,478 |
Other debtors |
7,095 |
4,016 |
28,836 |
29,614 |
|
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
91
31 December |
||
| 2025 |
2024 |
|
Construction contracts |
$’000s |
$’000s |
Composition: |
||
Cumulative costs incurred |
22,266 |
18,212 |
In addition - recognised profits |
8,424 |
1,111 |
Less accounts submitted to project customers |
(29,096) |
(18,025) |
1,594 |
1,298 |
|
No interest is charged on the receivables. A net reversal of allowance has been made at 31 December 2025 for estimated
irrecoverable amounts from the sale of goods of $3,002 thousand (2024: allowance of $2,997 thousand), including a loss
allowance for expected credit losses according to IFRS 9. The directors consider that the carrying amount of trade and
other receivables approximates their fair value.
As of 31 December 2025, trade receivable account includes amounts of $9.4 million for which the maturity date has
expired (including a receivable in the amount of $2.8 million that is overdue by more than a year), but the Group, based on
past experience and on the credit quality of the debtors and given that a substantial part of the debts have been collected
by the date of the approval of this annual report, has not made an allowance for doubtful debts since the Group expects
that those debts are collectible.
The Group’s principal financial assets are cash and cash equivalents, trade and other receivables, deposits and
investments at fair value. The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in
Inventories
31 December |
||
2025 |
2024 |
|
$’000s |
$’000s |
|
Raw materials |
1,988 |
5,132 |
Work-in-progress |
2,650 |
2,373 |
Finished goods |
23,929 |
25,205 |
28,567 |
32,710 |
|
During 2025, $0.4 million of slow-moving inventory was impaired and expensed to the profit or loss account (2024: $0.1
million). In addition, an exceptional expense of $2.3 million has been recorded due to a theft of inventory, comprising
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
92
Annual Report & Accounts 2025
During 2024, the Board resolved to dispose of the Eco-med operation, which constituted part of the Group’s non-
core activity. The operation, which was expected to be sold within 12 months and had been classified as a discontinued
operation, was sold on 30 June 2025 (see note 3). The comparative consolidated statement of profit or loss and the cash
flow have been re-presented to show the discontinued operation separately from the continuing operations.
A claim that had been filed in 2019 alleging breach of contract by the discontinued operation for the supply of products
and associated damages was decided, in 2025, in favour of the claimant. This resulted in the Group making a cash
payment of $3.6 million and recognising a $1.6 million expense charge for the discontinued operation, with the expense
charge being the difference (primarily due to interest charges) between the provision made in the 2024 financial
statements and the final settlement amount.
The results of the discontinued operation are as follows:
2025 |
2024 |
|
$’000s |
$’000s |
|
Revenues |
519 |
3,238 |
Expenses from operation and settlement amount* |
3,531 |
13,962 |
Loss from discontinued operation |
(3,012) |
(10,724) |
Loss from valuation of fair value less costs to sell |
- |
4,065 |
Gain from disposal of discontinued operation |
852 |
- |
Disposal of capital reserves related to currency translation of a foreign operation |
(3,990) |
- |
Tax expenses |
- |
9 |
Loss for the year attributable to discontinued operations |
(6,150) |
(14,798) |
Other comprehensive income/(expenses) for the year |
3,989 |
(941) |
Total comprehensive loss for the year |
(2,161) |
(15,739) |
Held for sale
For the year ended 31 December 2024 and as a part of the Group’s strategy to divest its non-core businesses, the Group’s
Eco-med business and Provider of genetic test operations, which were part of the Group’s non-core business, are
presented as held for sale as the Group expected these operations to be disposed within 12 months.
In 2025, the Group entered into an agreement to sell its entire shareholding in Progenetics. The transaction valued
Progenetics at NIS 14 million (c.$4 million), of which BATM received approximately $2 million in cash for its 51%
shareholding (see note 33).
Impairment losses relating to the disposal groups
Impairment losses of $5.1 million for write-downs of the disposal group held for sale operations to the lower of its carrying
amount and its fair value less costs to sell were recognised in 2024.
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
93
Assets and liabilities associated with the disposal group held for sale at 31 December 2024:
| Provider of | Total | ||
($’000s) | Eco-med | genetic tests | $’000s |
Trade and other receivables | 1,136 | 705 | 1,841 |
Property, plant and equipment | - | 17 | 17 |
Right-of-use assets | 1,209 | - | 1,209 |
Goodwill | - | 1,593 | 1,593 |
Total assets classified as held for sale | 2,345 | 2,315 | 4,660 |
Trade and other payables | 835 | 902 | 1,737 |
Current maturities of lease liabilities | 286 | - | 286 |
Long-term liabilities | 36 | - | 36 |
Long-term lease liabilities | 919 | - | 919 |
Total liabilities associated with assets classified as held for sale | 2,076 | 902 | 2,978 |
Property, plant and equipment
Land and | Plant and | Motor | Furniture | Leasehold | ||
($’000s) | buildings | equipment | vehicles | and fittings | improvements | Total |
Cost | ||||||
At 1 January 2024 | 7,225 | 23,071 | 2,448 | 4,346 | 4,118 | 41,208 |
Additions | - | 330 | 320 | 128 | 89 | 867 |
Disposals | (460) | (114) | (380) | (37) | - | (991) |
Classified as Held for Sale | (384) | (2,131) | (67) | (764) | (307) | (3,653) |
Effect of translation adjustment | (371) | (683) | (200) | (172) | (90) | (1,516) |
At 1 January 2025 | 6,010 | 20,473 | 2,121 | 3,501 | 3,810 | 35,915 |
Additions | 284 | 1,086 | 460 | 41 | 89 | 1,960 |
Disposal | 5 | (6,724) | (741) | (142) | (1,012) | (8,614) |
Effect of translation | ||||||
adjustment | 625 | 862 | 307 | 139 | 208 | 2,141 |
At 31 December 2025 | 6,924 | 15,697 | 2,147 | 3,539 | 3,095 | 31,402 |
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
94
Annual Report & Accounts 2025
The accompanying notes are an integral part of these financial statements.
Land and | Plant and | Motor | Furniture | Leasehold | ||
($’000s) | buildings | equipment | vehicles | and fittings | improvements | Total |
Accumulated depreciation | ||||||
At 1 January 2024 | 2,421 | 15,223 | 1,480 | 4,111 | 1,922 | 25,157 |
Depreciation expense | 424 | 1,146 | 267 | 217 | 404 | 2,458 |
Disposals | (133) | (38) | (191) | (26) | - | (388) |
Impairment* | 23 | 1,203 | 3 | - | - | 1,229 |
Classified as Held for Sale | (384) | (2,116) | (66) | (761) | (307) | (3,634) |
Effect of translation adjustment | (192) | (403) | (130) | (137) | (61) | (923) |
At 1 January 2025 | 2,159 | 15,015 | 1,363 | 3,404 | 1,958 | 23,899 |
Depreciation expense | 222 | 1,115 | 266 | 140 | 413 | 2,156 |
Disposals | (49) | (3,879) | (623) | (127) | (561) | (5,239) |
Impairment** | - | 785 | - | - | - | 785 |
Effect of translation | ||||||
adjustment | 336 | 661 | 176 | 97 | 108 | 1,378 |
At 31 December 2025 | 2,668 | 13,697 | 1,182 | 3,514 | 1,918 | 22,979 |
Carrying amount | ||||||
At 31 December 2025 | 4,256 | 2,000 | 965 | 25 | 1,177 | 8,423 |
At 31 December 2024 | 3,851 | 5,458 | 758 | 97 | 1,852 | 12,016 |
* Impairment related to assets which are part of disposal groups which were classified to held for sale
Additional Information
Fair value disclosures for investment properties measured using the cost model
Details of the Group’s freehold land and buildings and information about the fair value hierarchy as at year end are
as follows:
31 December 2025 | 31 December 2024 | |||
At amortised cost | Fair value | At amortised cost | Fair value | |
$’000s | $’000s | $’000s | $’000s | |
Italy | 604 | 1,076 | 548 | 953 |
The fair value of the asset was determined based on the market comparable approach that reflects recent transaction
prices for similar properties, where the market rentals of all lettable units of the properties are assessed by reference
to the rentals achieved in the lettable units as well as other lettings of similar properties in the neighbourhood. The
capitalisation rate adopted is made by reference to the yield rates observed by the valuers for similar properties in the
locality and adjusted based on the valuers’ knowledge of the factors specific to the respective properties.
Average market price, taking into account the differences in location and individual factors, such as frontage and size,
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
95
| Plant and | Motor | |||
($’000s) | equipment | Buildings | vehicles | Total |
Cost | ||||
At 1 January 2024 | 1,288 | 9,362 | 1,503 | 12,153 |
Additions | 954 | 2,076 | 542 | 3,572 |
Disposals | - | (2,011) | (98) | (2,109) |
Effect of translation adjustment | (114) | (64) | (139) | (317) |
Classified as Held for Sale | - | (1,395) | - | (1,395) |
At 31 December 2024 | 2,128 | 7,968 | 1,808 | 11,904 |
Additions | 344 | 1,247 | 144 | 1,735 |
Disposals | (2,699) | (1,982) | (1,499) | (6,180) |
Effect of translation adjustment | 227 | 203 | 106 | 536 |
At 31 December 2025 | - | 7,436 | 559 | 7,995 |
| Plant and | Motor | |||
($’000s) | equipment | Buildings | vehicles | Total |
Accumulated depreciation | ||||
At 1 January 2024 | 571 | 6,216 | 1,015 | 7,802 |
Charge for the year | 384 | 1,597 | 335 | 2,316 |
Disposals | - | (1,901) | (98) | (1,999) |
Effect of translation adjustment | (53) | (17) | (137) | (207) |
Classified as held for sale | - | (186) | - | (186) |
At 31 December 2024 | 902 | 5,709 | 1,115 | 7,726 |
Charge for the year | 464 | 1,399 | 258 | 2,121 |
Disposals | (1,474) | (1,182) | (918) | (3,574) |
Effect of translation adjustment | 108 | 93 | 60 | 261 |
At 31 December 2025 | - | 6,019 | 515 | 6,534 |
Carrying amount | ||||
At 31 December 2025 | - | 1,417 | 44 | 1,461 |
At 31 December 2024 | 1,226 | 2,259 | 693 | 4,178 |
The Group leases several assets including buildings and motor vehicles. The average lease term of buildings and motor
vehicles is approximately 5 and 3 years, respectively.
The maturity analysis of lease liabilities is presented in note 30.
96
Annual Report & Accounts 2025
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
Amounts recognised in profit or loss
2025 | 2024 | |
$’000s | $’000s | |
Interest expense on lease liabilities | 294 | 296 |
Expense relating to short-term leases | 899 | 926 |
At 31 December 2025, the Group was committed to $1.4 million for short-term leases (2024: $1.3 million). The total cash
The Group annually tests goodwill for impairment or more frequently if there are indications that goodwill might be
impaired. Management conducted their annual impairment testing, using an external valuation specialist as necessary, to
assess the recoverability of goodwill while considering the Group’s execution on its business strategy and whether there
were also indicators of impairment with respect to intangible assets.
The Group has four reportable business segments and goodwill is allocated to CGUs as follows: Networks Segment: an
amount of $1,984 thousand (2024: $1,984 thousand). Diagnostics Segment: $0 thousand (2024: $285 thousand), which is
allocated to Distribution of diagnostics: $0 thousand (2024: $285 thousand). Non-core Segment: $1,075 thousand (2024:
$1,075 thousand), which is allocated to Analytical instruments distribution: $1,075 thousand (2024: $1,075 thousand).
The recoverable amounts of the CGUs are determined from value-in-use calculations or fair value. The key assumptions
for the value-in-use calculations are those regarding the discount rates, growth rates and expected related expenses
during the period. Pre-tax discount rates of between 14.5% - 15.9% have been used. Changes in expenses are based on
recent history and expectations of future changes in the market.
For the purpose of the goodwill impairment test on value-in-use, the Group prepares cash flow forecasts derived from
the most recent financial budget approved by management and extrapolates indefinite cash flows based on estimated
growth rates. For the purposes of this calculation management have used revenue growth rates for the Networks CGU of
27% average growth per year for 1-5 years and 1% thereafter and for the Analytical instruments distribution CGU of 10%
average growth per year for 1-5 and 1% thereafter.
The average operating expenses have been assumed to grow for the Networks CGU at 6% average growth per year for
1-5 and 4% thereafter; and for the Analytical instruments distribution CGU at 12% average growth per year for 1-5 and 0%
thereafter. The average cost of goods sold has been assumed to grow for the Networks CGU at 24% average growth per
year for 1-5 and 1% thereafter and for the Analytical instruments distribution CGU at 10% average growth per year for 1-5
and 1% thereafter.
During the financial year, the Group sold its AMS subsidiary (Distribution of diagnostics) resulting in the disposal of $0.3
million of goodwill.
During 2024, the Group recognised an impairment loss from continuing operations of $5.2 million related to goodwill, out
of which $0.9 million is related to an operation that was classified as held for sale, and an additional $2.5 million is related
to an operation that was classified as discontinued operations.
2025 | 2024 | |
$’000s | $’000s | |
Balance at 1 January | 3,344 | 12,763 |
Impairment losses for the year | - | (7,726) |
Classified as held for sale (1) | - | (1,593) |
Foreign exchange difference | - | (100) |
Disposal of subsidiary | (285) | - |
Balance at 31 December | 3,059 | 3,344 |
(1)
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
97
Customer Relationships | ||||
and Backlog | Technology | Other | Total | |
$’000s | $’000s | $’000s | $’000s | |
Cost | ||||
As at 1 January 2024 | 11,747 | 21,236 | 1,610 | 34,593 |
Additions from internal development | - | 2,707 | - | 2,707 |
Classified as held for sale | (1,400) | (2,041) | (312) | (3,753) |
Effect of translation adjustments | (283) | (347) | (5) | (635) |
At 1 January 2025 | 10,064 | 21,555 | 1,293 | 32,912 |
Additions from internal development | - | 2,414 | - | 2,414 |
Disposals | (1,390) | - | - | (1,390) |
Effect of translation adjustments | 205 | 193 | (10) | 388 |
At 31 December 2025 | 8,879 | 24,162 | 1,283 | 34,324 |
Accumulated amortisation | ||||
At 1 January 2024 | 11,706 | 13,269 | 1,599 | 26,574 |
Amortisation expense | 10 | 597 | 73 | 680 |
Impairment losses for the year | - | 1,802 | 116 | 1,918 |
Effect of translation adjustments | (292) | (214) | (5) | (511) |
Classified as held for sale | (1,400) | (1,837) | (516) | (3,753) |
At 1 January 2025 | 10,024 | 13,617 | 1,267 | 24,908 |
Amortisation expense | 10 | 320 | 17 | 347 |
Disposals | (1,390) | - | - | (1,390) |
Effect of translation adjustments | 235 | 49 | (1) | 283 |
At 31 December 2025 | 8,879 | 13,986 | 1,283 | 24,148 |
Carrying amount | ||||
At 31 December 2025 | - | 10,176 | - | 10,176 |
At 31 December 2024 | 40 | 7,938 | 26 | 8,004 |
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
98
Annual Report & Accounts 2025
A list of the significant direct and indirect investments in subsidiaries, including the country of incorporation, and percent
of ownership interest as at 31 December 2025 is presented below.
Subsidiary |
Principal activity |
Country of incorporation |
Ownership interest |
Entity A |
Telecommunication |
United States of America |
100% |
Entity B |
Distribution |
Moldova |
51% |
Entity C |
Diagnostics |
Italy |
96% |
Entity D |
Diagnostics |
Italy |
96% |
Entity E |
Cyber |
Israel |
67% |
Entity F |
Distribution |
Hungary |
100% |
The most significant non-controlling interests (49%) are related to entity B, which the profit for 2025 amounts to $289
Investment in joint venture and associate
2025 |
2024 |
|
$’000s |
$’000s |
|
As at 1 January |
17,802 |
17,894 |
Additions |
1,072 |
1,378 |
Equity loss and write off of investment |
(16,422) |
(345) |
Effect of translation adjustments |
1,580 |
(1,125) |
At 31 December |
4,032 |
17,802 |
The Group’s total investments in ADOR Diagnostics Ltd (“ADOR”) result in a shareholding of 43.4%. During the reporting
period, ADOR discontinued its development activities. ADOR continues to seek a strategic investor or other opportunity
to monetise its know-how and, if successful, the Group would recognise a corresponding gain.
In light of the Board’s assessment that there is significant uncertainty regarding the potential sale of ADOR or the
identification of a strategic investor, the Group has written off its entire investment in ADOR, together with all related
Deferred tax assets
The following are deferred tax assets recognised by the Group and movements thereon during the current and prior
reporting period (see also note 15).
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
99
Losses carried forward |
Other |
Total |
|
$’000s |
$’000s |
$’000s |
|
At 1 January 2024 |
3,372 |
135 |
3,507 |
Change for the period |
– |
14 |
14 |
Effect of translation adjustments |
(15) |
(8) |
(23) |
At 1 January 2025 |
3,357 |
141 |
3,498 |
Change for the period |
– |
149 |
149 |
Effect of translation adjustments |
28 |
19 |
47 |
At 31 December 2025 |
3,385 |
309 |
3,694 |
The Group incurred tax losses in certain jurisdictions, to which deferred tax assets relate, to the extent that it is expected
that future taxable profit will be available and can be utilised against them. The deferred tax assets were analysed based
on forecasted operations and existing agreements and backlog. The Group expects that taxable profits will be available,
as a result of an increasing demand, new products and expansion to new markets.
Deferred tax liabilities
Intangible assets |
Total |
|
$’000s |
$’000s |
|
At 1 January 2024 |
39 |
39 |
Change for the period |
(39) |
(39) |
Effect of translation adjustments |
- |
- |
At 1 January 2025 |
- |
- |
Change for the period |
- |
- |
Effect of translation adjustments |
- |
- |
At 31 December 2025 |
- |
- |
The following are unrecognised taxable temporary differences associated with investments and interests:
Taxable temporary differences in relation to investments in subsidiaries for which deferred tax liabilities have not been
Financial and other liabilities
31 December |
||
2025 |
2024 |
|
$’000s |
$’000s |
|
Trade creditors |
12,905 |
20,896 |
Salary accruals |
6,703 |
5,431 |
VAT and other tax |
1,719 |
2,136 |
Provision |
78 |
123 |
Liability for acquisition |
- |
658 |
Other creditors and accruals |
7,437 |
7,447 |
28,842 |
36,691 |
|
100
Annual Report & Accounts 2025
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The
Long-term bank credit
| 31 December |
||
2025 |
2024 |
|
$’000s |
$’000s |
|
Long-term bank credit |
182 |
- |
182 |
- |
|
31 December |
||
2025 |
2024 |
|
$’000s |
$’000s |
|
Liability to the office of the chief scientist |
2,127 |
2,088 |
Government institutions, contingencies and others |
2,281 |
4,500 |
4,408 |
6,588 |
|
Changes in financial liabilities where the cash flows in respect thereof are classified to financing activities
| Open balance |
Cash flow from finance |
Foreign exchange |
Close balance |
|
activities, net |
differences |
|||
| 2025 |
$’000s |
$’000s |
$’000s |
$’000s |
Short term |
4,261 |
3,851 |
402 |
8,514 |
Long term |
- |
182 |
- |
182 |
4,261 |
4,033 |
402 |
8,696 |
Open balance |
Cash flow from/(used |
Foreign exchange |
Close balance |
|
| 2024 |
in) finance activities, net |
differences |
||
| $’000s |
$’000s |
$’000s |
$’000s |
|
Short term |
3,276 |
1,098 |
(113) |
4,261 |
Long term |
1,328 |
(1,197) |
(131) |
- |
4,604 |
(99) |
(244) |
4,261 |
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
101
Lease liabilities
2025 |
2024 |
|
$’000s |
$’000s |
|
Balance as at 1 January |
4,390 |
4,480 |
Cash payments |
(2,110) |
(2,395) |
Other (mainly additions) |
1,986 |
3,640 |
Classified to held for sale |
- |
(1,204) |
Disposal |
(2,800) |
- |
Foreign exchange impact |
195 |
(131) |
Balance as at 31 December |
1,661 |
4,390 |
| 31 December |
||
2025 |
2024 |
|
$’000s |
$’000s |
|
Maturity analysis |
||
Year 1 |
999 |
2,032 |
Year 2 |
471 |
1,161 |
Year 3 |
110 |
663 |
Year 4 |
22 |
377 |
Onwards |
59 |
157 |
1,661 |
4,390 |
|
Share capital
Ordinary shares of NIS 0.01 each (number of shares) |
||
2025 |
2024 |
|
Authorised: |
1,000,000,000 |
1,000,000,000 |
Issued and fully paid: |
441,369,184 |
441,026,659 |
Held in treasury |
(4,495,000) |
(4,495,000) |
Held by a subsidiary (transferred in a transaction |
(96,794,500) |
- |
that completed on 31 December 2025) | ||
Net |
340,079,684 |
436,531,659 |
The Company has one class of ordinary shares which carry no right to fixed income.
During 2025 and 2024, 342,525 and 342,525 restricted share units were exercised respectively by grantees (see
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
102
Annual Report & Accounts 2025
Note to the cash flow statement
Year ended 31 December | ||
2025 | 2024 | |
$’000s | $’000s | |
Operating profit/(loss) from continuing operations | 13,477 | (4,661) |
Adjustments for: | ||
Amortisation of intangible assets | 347 | 680 |
Depreciation of property, plant and equipment and investment property | 4,277 | 4,288 |
Capital loss/(gain) of property, plant and equipment | 1,042 | (263) |
Impairment of goodwill and other assets | - | 6,809 |
Share-based payments | 608 | 942 |
Investment carried at fair value | (365) | - |
Capital gain from disposal of operations and subsidiaries (see note 33) | (14,968) | - |
Increase in retirement benefit obligation | 35 | 16 |
Operating cash flow before movements in working capital | 4,453 | 7,811 |
Increase in inventories | (489) | (521) |
Increase in receivables | (13,221) | (1,197) |
Decrease/(increase) in payables | 5,533 | (2,630) |
Effects of exchange rate changes on the balance sheet | 1,822 | (1,777) |
Cash (used in)/from operations | (1,902) | 1,686 |
Income taxes paid | (1,337) | (1,291) |
Interest paid | (482) | (663) |
Interest received | 599 | 421 |
Net cash (used in)/from continuing operating activities | (3,122) | 153 |
Net cash used in discontinued operating activities | (3,843) | (1,806) |
Disposal of subsidiaries and operation
A. Disposal of Progenetics
On 15 May 2025, the Group completed the divestiture of its interest in Progenetics resulting in the disposal of the assets
and liabilities from the consolidated balance sheet, and a gain on the disposal was recognised in the consolidated
statement of income, reflecting the difference between the consideration received and the carrying amount of the net
assets and non-controlling interest (“NCI”) disposed.
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
103
15 May | |
2025 | |
$’000s | |
Net assets disposed | |
Assets associated with disposal group Held for Sale | 2,015 |
Liabilities associated with disposal group Held for Sale | (948) |
Non-controlling interest | (947) |
Net assets disposed | 120 |
Disposal of capital reserves related to currency translation of a foreign operation | 15 |
Gain on disposal | 760 |
Net consideration | 895 |
Net cash inflow arising from disposal | |
Consideration received in cash, net | 1,619 |
Cash held in escrow | 143 |
Cash and cash equivalents disposed | (867) |
Net consideration | 895 |
B. Disposal of Celitron
On 30 June 2025, the Group completed the divestiture of its interest in Celitron resulting in the disposal of the assets
and liabilities from the consolidated balance sheet, and a gain on the disposal was recognised in the consolidated
statement of income, reflecting the difference between the consideration received and the carrying amount of the net
assets disposed.
30 June | |
2025 | |
$’000s | |
Net assets disposed | |
Assets associated with disposal group Held for Sale | 1,235 |
Liabilities associated with disposal group Held for Sale | (1,847) |
Net assets disposed | (612) |
Disposal of capital reserves related to currency translation of a foreign operation | 3,990 |
Loss on disposal | (3,138) |
Total consideration | 240 |
Net cash inflow arising from disposal | |
Consideration received in cash and cash equivalents, net | 250 |
Cash and cash equivalents disposed | (10) |
Total consideration | 240 |
104
Annual Report & Accounts 2025
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
C.
On 30 June 2025, the Group completed the divestiture of the Zer Laboratories operation for a total consideration
amounting to $0.1 million.
D. Disposal of AMS
On 31 December 2025, the Group completed the divestiture of its interest in AMS resulting in the disposal of the assets
and liabilities from the consolidated balance sheet, and a gain on the disposal was recognised in the consolidated
statement of income, reflecting the difference between the consideration received and the carrying amount of the
net assets disposed. The sale of AMS was a non-cash transaction with the consideration paid by the purchaser being
96,794,500 ordinary shares of NIS 0.01 each in the Company.
31 December | |
2025 | |
$’000s | |
Net assets disposed | |
Assets associated with disposal | 25,465 |
Liabilities associated with disposal | (20,182) |
Net assets disposed | 5,283 |
Disposal of capital reserves related to currency translation of a foreign operation | 1,316 |
Expenses related to acquisition | 321 |
Gain on disposal | 14,074 |
Net consideration | 20,994 |
Net cash inflow arising from disposal | - |
Net cash outflow arising from disposal | 353 |
The Group provided from time-to-time bank guarantees due to advances from customers. The Group registered several
Equity-settled share option scheme
In November 2021, the Company approved a Global Share Incentive Plan (hereinafter: “the 2021 Plan”), under which
the Company can grant options or restricted share units or allot shares (including restricted shares), according to the
procedures, terms and conditions specified in the 2021 Plan. Options granted prior to the 2021 Plan are subject to the
terms and conditions under which they were granted.
Details of the share options outstanding during the year are as follows:
| 2025 | 2024 | |||
Number | Weighted average | Number | Weighted average | |
of share | exercise price | of share | exercise price | |
options | (in GBP) | options | (in GBP) | |
Outstanding at beginning of year | 29,927,166 | 0.2517 | 25,655,400 | 0.2619 |
Granted during the year | 3,730,892 | 0.1649 | 5,125,397 | 0.1973 |
Forfeited during the year | (8,604,702) | 0.2331 | (853,631) | 0.2327 |
Exercised during the year | - | - | - | - |
Outstanding at the end of the year | 25,053,356 | 0.2451 | 29,927,166 | 0.2517 |
Exercisable at the end of the year | 13,688,380 | 0.2696 | 11,511,600 | 0.2742 |
The outstanding options at 31 December 2025 had a weighted average exercise price of GBP 0.2451, and a weighted average
remaining contractual life of 4 years. During the year, the Company granted a total of 3,730,892 options over ordinary shares
of 0.01 NIS each in the capital of the Company (“Ordinary Shares”) to four grantees for a total fair value of $450 thousand
which were calculated according to the Black-Scholes model. The options were granted under the 2021 Plan.
The inputs into the Black-Scholes model for the options granted are as follows:
2025 | 2025 | |
1st grant | 2nd grant | |
Share price (GBP) | 0.1645 | 0.1658 |
Weighted average exercise price (GBP) | 0.1677 | 0.1613 |
Expected volatility* | 52% | 52% |
Expected life | 6 | 6 |
Risk-free rate | 4.17% | 4.17% |
Expected dividends | 0% | 0% |
Fair value of the grant | $250k | $200k |
On 22 June 2025, the Company granted a total of 2,080,441 options over ordinary shares of 0.01 NIS each in the capital
of the Company to the CFO of the Company. The options were granted under the 2021 Plan and granted prior to his
appointment as a director.
The inputs into the Black-Scholes model for the options granted are as follows:
2024 | 2024 | 2024 | |
1st grant | 2nd grant | 3rd grant | |
Weighted average share price (GBP) | 0.2060 | 0.2040 | 0.1645 |
Weighted average exercise price (GBP) | 0.2033 | 0.2053 | 0.1858 |
Expected volatility* | 51% | 51% | 52% |
Expected life | 6 | 6 | 6 |
Risk-free rate | 3.6% | 3.8% | 4.0% |
Expected dividends | 0% | 0% | 0% |
Fair value of the grant | $281k | $180k | $200k |
*Expected volatility was determined by calculating the historical volatility of the Company’s share price over the previous 3 years. The
expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
105
106
Annual Report & Accounts 2025
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
Details of the restricted share units (“RSUs”) outstanding during the year are as follows:
Number of RSUs |
Number of RSUs |
|
2025 |
2024 |
|
Outstanding at beginning of year |
1,168,407 |
1,799,705 |
Granted during the year |
- |
- |
Forfeited during the year |
(825,882) |
(288,773) |
Exercised during the year |
(342,525) |
(342,525) |
Outstanding at the end of the year |
- |
1,168,407 |
The Group recognised total expenses of $608 thousand and $942 thousand related to equity-settled share-based
Defined contribution plans
The Group operates defined contribution retirement benefit schemes for all qualifying employees in Israel. The assets
of the schemes are held separately from those of the Group in funds under the control of trustees. Where there are
employees who leave the schemes prior to vesting fully in the contributions, the contributions payable by the Group are
reduced by the amount of forfeited contributions.
The employees of the Group’s subsidiaries in the United States are members of a state-managed retirement benefit
scheme operated by the government of the United States. The subsidiary contributes a specified percentage of payroll
costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the
retirement benefit scheme is to make the specified contributions.
Defined benefit plans
The Group operates defined benefit schemes for qualifying employees of the Company and its subsidiaries in Israel and
in Italy.
In Israel, this scheme provides severance pay provision as required by Israeli law. In Italy, each employee is entitled to
severance payment at the end of employment.
Actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out by an external
appraisal regarding the employees in Israel. The present value of the defined benefit obligation, the related current
service cost and past service cost were measured using the projected unit credit method. The discount rate was based
on high quality corporate bonds.
The principal assumptions used for the purposes of the actuarial valuations were as follows:
2025 |
2024 |
|
Discount rate(s) |
5.48% |
5.42% |
Expected rate(s) of salary increase |
3-4% |
3-4% |
Expected inflation rate |
2.05% |
2.52% |
Employee turnover rate |
7.50% |
7.50% |
Amounts recognised in comprehensive income in respect of these defined benefit plans are as follows:
Service cost:
2025 |
2024 |
|
$’000s |
$’000s |
|
Current service cost |
151 |
204 |
Net interest expenses |
27 |
24 |
Components of defined benefit costs recognised in profit or loss |
178 |
228 |
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
107
Re-measurement on the net defined benefit liability:
2025 |
2024 |
|
$’000s |
$’000s |
|
Return on plan assets (excluding amounts included in net interest expense) |
(40) |
103 |
Actuarial gains and losses arising from changes in financial assumptions |
(6) |
0 |
Actuarial gains and losses arising from other |
71 |
(89) |
Components of defined benefit costs recognised in other comprehensive income |
25 |
14 |
The amount included in the consolidated statements of financial position arising from the entity’s obligation in respect of
its defined benefit plans is as follows:
2025 |
2024 |
|
$’000s |
$’000s |
|
Present value of funded defined benefit obligation |
1,908 |
1,668 |
Fair value of plan assets |
(1,084) |
(1,013) |
Net liability |
824 |
655 |
Movements in the present value of the defined benefit obligation in the current period were as follows:
2025 |
2024 |
|
$’000s |
$’000s |
|
Opening defined benefit obligation |
1,668 |
1,581 |
Current service cost |
151 |
204 |
Interest cost |
63 |
58 |
Remeasurement (losses)/gains arising from changes in financial assumptions |
(10) |
89 |
Benefits paid |
(191) |
(242) |
Exchange rate differences |
227 |
(22) |
Closing defined benefit obligation |
1,908 |
1,668 |
Movements in the present value of the plan assets in the current period were as follows:
2025 |
2024 |
|
$’000s |
$’000s |
|
Opening fair value of plan assets |
1,013 |
983 |
Interest income |
36 |
34 |
Remeasurements (losses)/gains return on plan assets (excluding amounts |
(40) |
103 |
included in net interest expense) |
||
Contributions from the employer |
29 |
34 |
Benefits paid |
(106) |
(135) |
Exchange rate differences |
152 |
(6) |
Closing fair value of plan assets |
1,084 |
1,013 |
The accompanying notes are an integral part of these financial statements.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
108
Annual Report & Accounts 2025
Related party transactions
2025 |
2024 |
|
$’000s |
$’000s |
|
Short- and long-term employee benefits |
1,887 |
1,179 |
Share-based payments |
329 |
841 |
2,216 |
2,020 |
At the end of the year, the Group had a liability to a related party in the amount of $625 thousand.
1.
During the year, the Group provided various services (mostly lab services) to an associated company for an amount of
$553 thousand. At the end of the year, the Group’s assets and liabilities related to associated companies amounted to
$45 thousand and $0 thousand, respectively (see also note 28).
2.
On 5 October 2025, the Group signed an agreement to sell its entire shareholding in the Romanian company A.M.S.
2000 Trading Impex SRL (“AMS”) to Dr. Zvi Marom, a director, former CEO, and shareholder who held c. 22.2% of the
issued share capital of BATM, in exchange for Dr. Marom’s entire shareholding in BATM, which consisted of 96,794,500
shares of BATM. Dr. Marom stepped down from the Board on 10 December 2025 and ceased to be a shareholder
of BATM following the closing of the transaction which occurred on 31 December 2025 and the transfer of the
96,794,500 shares from Dr. Marom to a subsidiary of the Group.
The Group recognised a gain of $14.1 million from the sale of AMS. Since year end, the Group has received $3.7 million
in cash that had been held by AMS and distributed to the Group as dividend, with a further $0.3 million still to be
Management’s policy is to maintain a strong capital base in order to preserve the ability of the Group to continue
operating so that it may provide a return on capital to its shareholders, benefits to other holders of interests in the Group
such as credit providers and employees of the Group, and sustain future development of the business. Management of
the Group monitors return on capital defined as the total amount of equity attributable to the shareholders of the Group
and also the amount of dividends distributed to the ordinary shareholders.
The Group’s management reviews the capital structure on a periodic basis. As a part of this review the management
considers the cost of capital and the risks associated with each class of capital. Based on management’s
recommendations, the Group will balance its overall capital structure through the payment of dividends. The Group’s
(b) Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,
financial liability and equity instrument are disclosed in note 3 to the financial statements.
(c) Categories of financial instruments
2025 |
|
$’000 |
|
Financial assets |
|
Cash and cash equivalents* |
22,859 |
Fair value through profit or loss |
2,117 |
Fair value through OCI |
- |
Receivables |
25,937 |
Financial liabilities |
|
At amortised cost |
39,529 |
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
109
2024 |
|
$’000s |
|
Financial assets |
|
Cash and cash equivalents* |
25,898 |
Fair value through profit or loss |
6,376 |
Fair value through OCI |
524 |
Receivables |
24,017 |
Financial liabilities |
|
At amortised cost |
46,375 |
* Cash and cash equivalents comprises $13.8 million deposits up to three months and $9.1 million cash (2024: $15.1 million deposits up to
three months and $10.8 million cash).
The majority of the assets included in fair value through profit or loss section measurements are level 1 fair value
measurements, defined as those derived from quoted prices (unadjusted) in active markets for identical assets.
The Group’s finance function provides services to the business, coordinates access to domestic and international financial
markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports that
analyse exposure by degree and magnitude of risks. These risks include market risk (including currency, interest rate and
inflation risk), credit risk, liquidity risk and cash flow interest rate risk.
The Group seeks to minimise the effects of these risks by using derivatives only for economic hedging and does not
apply hedge accounting. The use of financial derivatives is governed by the Group’s policies approved by the board of
directors, which provide principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives
and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (refer to
section f) and interest rates (refer to section g). The Group enters into a variety of derivative financial instruments to
manage its exposure to interest rate and foreign currency risk, including structured deposits, call options and forward
foreign exchange contracts to hedge the exchange rate risk, which derive mostly from existing monetary assets
and liabilities.
There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures
the risk. However, due to recent changes and market volatility, the Group is monitoring closely its exposure and possible
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate
fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign
exchange contracts.
The Company does not implement hedge accounting.
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
110
Annual Report & Accounts 2025
The accompanying notes are an integral part of these financial statements.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the
reporting date is as follows:
Liabilities | Assets | |||
2025 | 2024 | 2025 | 2024 | |
$’000s | $’000s | $’000s | $’000s | |
EUR | 18,461 | 22,975 | 23,479 | 16,583 |
NIS | 14,603 | 8,837 | 4,871 | 9,210 |
RON | 462 | 4,356 | 545 | 15,469 |
MDL | 5,110 | 7,878 | 7,227 | 6,241 |
GBP | 64 | 459 | 18 | 53 |
Other | 1,923 | 1,663 | 2,622 | 1,371 |
Foreign currency sensitivity
The Group is mainly exposed to EUR, NIS, MDL, RON and GBP.
The following table details the Group’s sensitivity to a 10% change in USD against the respective foreign currencies
in 2025. The rate of 10% is used when reporting foreign currency risk internally to key management personnel and
represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis of the
Group’s exposure to foreign currency risk at the reporting date has been determined based on the change taking place
at the beginning of the financial year and held constant throughout the reporting period. A positive number indicates
an increase in profit or loss and other equity where the USD weakens against the respective currency. If the USD were to
strengthen by the same percentage against the respective currency there would be a similar but reverse impact on the
profit or loss and equity as presented in the tables below.
Profit or loss
2025 | 2024 | |
$’000s | $’000s | |
NIS Impact | (946) | (9) |
EUR Impact | 1,118 | 50 |
GBP Impact | (4) | (4) |
Equity
2025 | 2024 | |
$’000s | $’000s | |
NIS Impact | (28) | 46 |
EUR Impact | (616) | (690) |
MDL Impact | 212 | (164) |
GBP Impact | 1 | (37) |
RON Impact | 8 | 1,111 |
Other Currencies Impact | 70 | (29) |
The Group’s main exposure derives from its cash, receivables and payables at year end.
Financial Statements
Notes to the Consolidated Financial Statements
(cont.)
for the year ended 31 December 2025
111
The Company engages in financial instruments contracts such as forward contracts, call and put options and structured
(g) Interest rate risk management
The Group is exposed to interest rate risk because entities in the Group may borrow funds at both fixed and floating
interest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate
borrowings. The Group’s exposure to interest rate on financial assets and financial liabilities are detailed in the following
table (refer to section h). The exposure to floating rate loans is not material.
The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities,
by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets
Financial liabilities
Weighted average | |||||
effective interest | 3 months to | ||||
rate | 0-3 months | 1 year | 1-5 years | Total | |
% | $’000s | $’000s | $’000s | $’000s | |
31 December 2025 | |||||
Non-interest bearing loans | - | 26,473 | 380 | 3,959 | 30,812 |
Bank loans bearing interest(*) | 6.98 | 4,019 | 4,495 | 182 | 8,696 |
Lease liabilities | 5.94 | 300 | 699 | 662 | 1,661 |
30,792 | 5,574 | 4,803 | 41,169 | ||
31 December 2024 | |||||
Non-interest bearing loans | - | 33,863 | 351 | 4,125 | 38,339 |
Bank loans bearing interest(*) | 7.71 | 99 | 4,162 | - | 4,261 |
Lease liabilities | 6.60 | 508 | 1,524 | 2,358 | 4,390 |
34,470 | 6,037 | 6,483 | 46,990 |
(*) Part of the bank loans are fixed rate plus Euribor.
The future bank loan interest to be paid is $319 thousand.
(i) Finance liabilities
Loans from banks are measured at amortised cost using the effective interest method. The difference between the fair
value of the loans and their book value is not significant.
Fair value of financial instruments carried at amortised cost
The fair value of the financial instruments of the Group carried at amortised cost is not considered to be materially
On 10 February 2026, the Group sold Laborator A.M.S 2000 SRL, for a consideration of $1 million in cash, to a laboratory
The accompanying notes are an integral part of these financial statements.
112
Annual Report & Accounts 2025
for the year ended 31 December 2025
Other Alternative Measures
Income statement adjustments
The Group has made reference in the annual report to a number of adjustments related to the amortisation of intangible assets
and share-based payments. These adjustments are outlined below:
Year ended 31 December 2025
(Unaudited)
Reported results
$’000s
Adjustments(*)
$’000s
Adjusted results
$’000s
Gross profit
40,064
320
40,384
Gross margin (%)
32.5%
-
32.8%
Operating profit
13,477
1,186
14,663
EBITDA
18,101
839
18,940
Year ended 31 December 2024
(Unaudited)
Reported results
$’000s
Adjustments(*)
$’000s
Adjusted results
$’000s
Gross profit
36,800
432
37,232
Gross margin (%)
31.4%
-
31.7%
Operating profit/(loss)
(4,661)
8,430
3,769
EBITDA
7,116
942
8,058
(*) Adjusted to exclude amortisation, share-based payments, expenses related to corporate activity and, in 2024, a one-time impairment of
intangible assets.
The above does not form part of the audited financial statements.
EBITDA measurement
The Group uses EBITDA as a performance measure, which is calculated as follows:
Year ended 31 December
2025
(Unaudited)
$’000s
2024
(Unaudited)
$’000s
Operating profit/(loss)
13,477
(4,661)
Amortisation of intangible assets
347
680
Depreciation
4,277
4,288
Impairment
-
6,809
EBITDA
18,101
7,116
Share-based payments
608
942
Expenses related to corporate activity(*)
231
-
Adj. EBITDA
18,940
8,058
(*) Related to due diligence expenses
The above does not form part of the audited financial statements.
113
Financial Statements
for the year ended 31 December 2025
Company Information
Registered Office
P.O.B. 7318
, Neve Ne’eman Ind. Area, 4 Ha’harash Street, 4524075 Hod Hasharon, Israel
Company Number
520042813
– Registered in Israel
Company Secretary
Mr. Yair Livneh
Auditors
Brightman Almagor Zohar & Co., a Firm
in the Deloie Global Network
1 Azriely Center,
Tel-Aviv, Israel
Financial Adviser &
Stockbroker
Shore Capital
Cassini House,
57 St James’s Street,
London SW1A 1LD, UK
Legal Counsel in UK
Fladgate LLP
16 Great Queen Street,
London WC2B 5DG, UK
Registrar
MUFG Corporate Markets
PXS 1, Central Square,
29 Wellington Street,
Leeds LS1 4DL, UK
Financial PR Consultants
Gracechurch Group
48 Gracechurch Street,
London EC3V 0EJ, UK
Investor Relations Consultants
KK Advisory
Sterling House,
71 Francis Road, Edgbaston,
Birmingham B16 8SP, UK
Forward-looking statements
This document contains forward-looking statements. Those statements reflect the current opinions, evaluations
and estimations of the Group’s management, and are based on the current data regarding the Group’s business
as is detailed in this document and in the Group’s periodical, interim and immediate reports. The Group does not
undertake any obligation or make any representation that actual results and events will be in line with those state-
ments, and stresses that they may differ materially from those statements, due to changes in the Group’s business,
market, competition, demand for the Group’s products or services, general economic factors or other factors
that can influence the Group’s business and results, due to the risk factors that are detailed in this Annual Report,
and due to information and factors that are currently unknown to the Group’s management and that, if known,
would affect the management’s opinions, evaluations or estimations. The Group will report the actual results and
events according to its legal, accounting and regulatory obligations, and does not undertake any other obligation
to report them or their deviations from the forward-looking statements, or to update any of the forward-looking
statements in this document or to report that it is not valid anymore.
For more information visit:
www.batm.com
@BATMLtd
@BATM
@BATMgroup
Neve Ne’eman Ind. Area
4 Ha’harash Street, P.O.B. 7318
4524075 Hod Hasharon
Israel