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Hiper Global Ltd.

Quarterly Report May 20, 2025

6835_rns_2025-05-20_042ab786-03b7-4ddc-8a2f-4379ec0d6403.pdf

Quarterly Report

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Periodic report for the three months ended March 31, 2025

Table of Contents

Chapter A - Board of Directors' Report on the State of the Corporation's Affairs

Chapter B-Consolidated Financial Statements as of March 31, 2025

This is an English translation of parts of the information in the full Hebrew report of the company, that was published on May 14, 2025 (reference no.: 2025-01-033634) at the ISA reporting website (magna.isa.gov.il) (hereafter: "the Hebrew Version"). This English version is voluntary and only for convenience purposes. This is not an official translation and has no binding force. The translation in any case cannot perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

Board of Directors' Report on the Corporation's State of Affairs for the period ended March 31, 2025

The Board of Directors of Hiper Global Ltd. ("The Company") hereby submits the Board of Directors' report on the state of affairs of the Company ("The Report") which reviews the main changes in the Company's operations for the three months ended March 31, 2025 until the date of this report ("The Reported period" or "the Quarter") in accordance with the Securities Regulations (periodic and Immediate Reports) – 1970, as detailed below.

The Company was incorporated on October 14, 2021, as a private company limited by shares pursuant to the Israeli Companies Law, -1999 ("The Companies Law") for the purpose of splitting the OEM activity (as defined below) from Emet Computing Ltd. ("Emet Computing"). From the split completion date on March 8, 2022, the Company is engaged directly and through subsidiaries under its control in the characterization, planning and assembly of custom-made computing systems (the "Products" or the "Company's products") which are integrated (OEM - Original Equipment Manufacturer) into the products of its customers they are selling to their end customers. This kind of activity includes the development of the products, including the definition of appropriate infrastructures (hardware and software), the execution of planning and development processes for mechanical solutions, electronics and thermal analyzes of the product, management and documentation of the engineering information - including building the product portfolios, management of production processes and planning and execution of quality inspection processes of the products. In addition, the activity includes a service of full management of production and logistics supply processes, including management of the supply chain of assembled systems according to the customer's definitions ("OEM activity").

For the offering of the securities according to the split prospectus and registration for trading on the Tel Aviv Stock Exchange Ltd. (the "Stock Exchange"), see immediate report dated February 27, 2022 (reference no.: 2022-01- 023794) (the "Prospectus") is the first offering of securities to the public by the Company. On March 8, 2022, the Company's shares were listed for trading on the stock exchange for the first time and the Company became a public company as defined in the Companies Law.

This report was prepared considering that the latest periodic report for 2024 is before the readers, including the Board of Directors' Report, a chapter describing the corporation's business, the financial statements, and a chapter providing additional details regarding the corporation that includes (immediate report dated March 16, 2025, reference no.: 2025-01-017101) (the "Periodic Report for 2024"). In addition, the Company's consolidated financial statements as of March 31, 2025 (hereinafter: the "Financial Statements") are attached to this report.

1. Description of the Company and its business environment

The Company, by itself and through subsidiaries and related companies in Israel and abroad ("The Group") specializes in creating computer-based solutions and enables technology companies that develop software products to realize their idea into a tangible product. The Company consults its customers from the planning stage to the stage of the final product available for sale. The Company operates in Israel, US and Europe and provides solutions with global deployment. The Company's activities include co-working with its customers R&D groups and tailoring complex technological solutions according to their needs. In the following stages, the Company manufactures and delivers the systems it has designed in a global deployment according to its customers' business needs.

The Company operates and reports several operating segments: the Israel operation segment, the US operation segment and "other" operation segment (which as of this date includes Europe operation), which are characterized by a very high technological complexity. Due to the positioning of the Israeli high-tech market at the forefront of global technology, the Company has developed extensive expertise and knowledge and has gained an immense wide broad experience, which is applied with global customers operating mainly from the United States and the UK, with the aim of expanding and deepening the penetration of foreign markets. The Company operates in a wide number of sectors including: semiconductor industries, the field of artificial intelligence (AI), the defense industries, companies in the cyber field, media, data storage, printing and medical equipment.

2. Events in the corporation's activity during the reported period and up to the date of its publication

  • 2.1 For events that occurred from January 1, 2025 until the publication date of the periodic report for 2024 see section 2 of the Company's board of directors' report attached to the periodic report for 2024 which is brought by way of reference.
  • 2.2 In January 2025, most of the minority shareholders in the subsidiary Hiper Global US LLC exercised their put option so that following the exercise, the holding rate in the Company increased to approximately 98%.
  • 2.3 On April 20, 2025, the Company reported that on April 9, 2025, the Company and companies under its control received a binding order from a new customer in the security sector, which is expected to amount to over \$ 11 million. For further details, see immediate report dated April 20, 2025 (Reference No.: 2025- 01-027817).
  • 2.4 Further to Section 6.1.2 in Chapter A of the Hebrew Version of the Periodic Report for 2024, in January 2025, regulations were published in the United States regarding new restrictions in the field of artificial intelligence (AI) processors, which include severe restrictions on the export of advanced chips to foreign countries, including the State of Israel. According to the new regulations, companies operating in the United States will be prohibited from selling advanced chips to certain countries (mainly China and Russia), at the same time significant tariffs will be imposed, and special licensing will be required for the export of chips to other countries in the world, including Israel. The regulations are scheduled to enter into force on May 15, 2025. In early May 2025, the Trump administration announced its intentions to make changes to these regulations. As of the date of this report, the changes have not yet been published.

In light of the uncertainty surrounding the matter, as of the date of this report, the Company estimates, based on the information available to it, that this announcement will not have a material impact on the Company's results. However, the Company is closely monitoring the developments in the above subject.

2.5 Further to Section 6.1.3 in Chapter A of the Hebrew Version of the Periodic Report for 2024, on April 2, 2025, the Trump administration announced the imposition of reciprocal tariffs on the import of goods from many countries around the world to the United States, with a total tariff of 17% imposed on imports from Israel. It should be clarified that the tariff applies only to goods and does not apply to services, and a list of approximately one thousand categories of products to which the tariffs will not apply was also published, including computer products. On April 9, 2025, President Trump announced that the tariff program is put on hold for 90 days and at the same time announced that the tariff rate on Israel would be reduced to 10%.

The Company is monitoring these effects and as of the date of this report, in light of the uncertainty that still exists on the subject, and based on the information in its possession as of the approval date of the financial statements, the new trade policy does not appear to have a material impact on the Company, since the Company and its subsidiaries operates from a number of different geographical locations around the world, however, the above may have a negative impact on increasing the cost of computer systems and equipment in the subsidiary in the US, and/or have negative effects on the supply chain. The Company will continue to monitor economic and regulatory developments in the US market and will adjust its strategies as necessary.

The information stated in sections 2.4 and 2.5 above is forward-looking information within the meaning of this term in the Securities Law, -1968 and is an estimate based on the information available to the Company at the date of this report. This information includes, among other things, reference to future events whose realization is not certain and is conditional on the existence of various factors, the existence of which is uncertain, including in relation to economic and regulatory developments in the US market.

  • 2.6 On April 21, 2025, the special general meeting of the Company's shareholders was held, at which the resolutions were made to reappoint Messers. Amir Keren and Ron Alroy for a second term as external directors of the Company. For further details, see the report on the results of the Company's meeting dated April 21, 2025 and the meeting summons report dated March 16, 2025 (references No. 2025-01-028330 and 2025-01-017118, respectively).
  • 2.7 On May 13, 2025, the Company's Board of Directors approved the distribution of a dividend to the Company's shareholders (which meets the distribution criteria set forth in the Companies Law), at a rate of 10.5 Agorot per share and in a total amount of approximately NIS 4,948 thousand. For further details, see the immediate report regarding the distribution of dividends, which will be published close to the publication date of this report.
  • 2.8 For further details regarding material events after the balance sheet date, see Note 5 to the financial statements.

3. Financial position

  • 3.1 The Group's total assets according to the financial statements as of March 31, 2025, amounted to approximately \$ 179,913 thousand and as of March 31, 2024, amounted to approximately \$ 172,468 thousand.
  • 3.2 Below are the key changes in the Group's financial position as of March 31, 2025, compared to the consolidated statement of financial position as of December 31, 2024 (US dollars in thousands):
Item As of
March 31,
As of
December 31,
Company's explanations
Current Assets 2025
148,037
2024
142,444
The main change in the volume of current assets is due
to an increase in trade receivables' balance of \$ 13,587
thousand and in other receivables' balance of \$1,268
thousand and on the other hand
a decrease in inventory
balance of \$ 6,462 thousand and cash balance of \$
2,533 thousand.
Non-
Current
Assets
31,876 32,551 The main change in the volume of non-current assets
is
due
from current amortizations of the intangible
assets and
right-of-use assets
balances.
Total Assets 179,913 174,995
Current Liabilities 70,594 67,911 The main change in the volume of current liabilities
stems from an increase in short term credit balance of
\$
7,644
thousand, on the other hand, from the decrease
in the liability for a put option to minority in the
amount of \$
3,884 thousand due to exercise carried out
in the first quarter of 2025 in the US subsidiary, and
from a
decrease in the balance of payables in the
amount of \$
1,435 thousand.
Non-current
Liabilities
15,009 15,805 The main change in the volume of non-current
liabilities resulted from current repayments of long
term loans from banking corporations and long-term
lease liabilities.
Equity 94,310 91,279 The main change in equity is due to the addition of net
income in the quarter amounting to \$ 4,671 thousand,
net of the dividend declared in the amount of \$ 1,814
thousand.
Total Liabilities
and Equity
179,913 174,995

4. Operating results

4.1 The following are the condensed consolidated statements of profit or loss for the three months ended March 31, 2025 and 2024 (US dollars in thousands):

For the three months
ended March 31
Item 2025 2024 Change
in %
Company's explanations
Revenues 80,442 85,842 )6.3%( The decrease in revenue was due to two significant
transactions that were completed in the corresponding
quarter in the AI field in the Israel and US segments,
and which was partially offset by an increase in
revenue in the Israel segment.
Gross profit 12,592 13,822 )8.9%( The decrease in gross profit was, as stated, due to a
decrease in revenue turnover and a change in the mix
of transactions.
Gross profit rate 15.7% 16.1%
Selling, general and
administrative and
other expenses
5,932 6,047 )1.9%( The change in selling, administrative and other
expenses resulted from a moderate decrease in salary
costs, and on the other hand, from an increase in rental
and maintenance costs due to the expansion of the
Company's sites abroad.
Operating income 6,660 7,775 )14.3%( The decrease in operating income is mainly due to the
decrease in gross profit.
Operating income rate 8.3% 9.1%
Financial expenses, net 387 778 )50.3%( The decrease in financial expenses, net -
was mainly
due to a decrease in financial expenses for put
option
liability to minority in the US subsidiary compared to
the corresponding quarter, due to the exercise of the
put option at the beginning of the year, which was
partially offset by an increase in financial expenses
for leases as a result of entering into new lease
contracts in the US and UK subsidiaries in 2024.
Taxes on income 1,602 1,972 )18.8%( The decrease in tax expenses was mainly due to a
decrease in profit before taxes.
Net income 4,671 5,025 )7.0%(
EBITDA (*) 7,985 8,901 (10.3%) The change mainly derived from a decrease in
operating income, as stated above, net of the change
in depreciation expenses.

(*) EBITDA (data is not audited and not reviewed): Operating income excluding other expenses/income and excluding depreciation and amortization expenses. This figure is included in the report as it provides information on profit from current operations, excluding expenses that do not involve cash flows.

4.2 Financial information on business operating segments of the group for the three months ended March 31, 2025 and 2024 (US dollars in thousands):

For the three months
ended March 31
Change in
Item 2025 2024 % Company's explanations
Segment's revenues:
Israel
54,363 49,704 9.4% The increase in the segment's revenues
resulted
from a
growth in activity with customers in
various sectors.
US 24,977 35,431 )29.5%( The decrease in revenues
was mainly due to a
significant transaction in the corresponding
quarter to supply AI computing systems to a
customer in the US.
Other 3,554 2,434 46.0% The increase in segment revenues
was mainly
due to the start of equipment supplies for the
Company's long-term project in Switzerland.
Adjustments )2,452( )1,727(
Total revenues 80,442 85,842 )6.3%(
Segment's results:
Israel
4,699 4,634 1.4% The change in operating profit was mainly due
to an increase in revenues and gross profit,
which was partially offset by an increase in
selling and marketing expenses.
US 1,896 3,481 )45.5%( The decrease in operating profit was mainly
due to a decrease in segment revenues
and
gross profit, which was partially offset by a
decrease in selling and G&A
expenses.
Other 65 )340( The increase in operating profit was mainly due
to an
increase in revenues
in the project in
Switzerland, as stated above.
Total operating income 6,660 7,775 )14.3%(

5. Liquidity and Cash flows

5.1 key figures from the statement of cash flows for the three months ended March 31, 2025 and 2024 (dollars in thousands):

The item For the three months
ended March 31
2025 2024 Company's
explanations
Net cash provided by
(used in) operating
activities
)4,651( 9,628 The change in cash from operating activities was
mainly due to timing differences in working capital
items, mainly due to an increase in trade
receivable
item compared to
a decrease in the corresponding
quarter, compared to
a decrease in
the
inventory
balance.
Net cash used in
investing activities
)19( )150( Cash for investing activities was used primarily to
purchase intangible assets and fixed assets, net of
interest received.
Net cash provided by
(used in) financing
activities
2,105 )6,132( The change in cash from financing activities was
mainly due to an increase in short-term bank credit,
net of cash used to exercise a put option by the
minority shareholders in the
US subsidiary.
(Decrease) Increase in
cash and cash
equivalents
)2,565( 3,346

6. Financing Sources

  • 6.1 The working capital of the Company as of March 31, 2025 was about \$ 77,443 thousand compared to a total of about \$ 69,507 thousand as of March 31, 2024.
  • 6.2 The group companies finance their business activities from independent means (equity), suppliers' credit, bank credit and credit from institutional entities. Purchases of companies are usually financed from own sources in combination with long-term bank/institutional credit. For more details regarding the financing sources, see Section 17.9 in Chapter A of the Hebrew Version of the periodic report for 2024.
  • 6.3 The following is the average amount of the Company's credit/loans for the three-month period ended March 31, 2025 and 2024 (in thousands of dollars):
The item The average amount for the three months
ended March 31
2025 2024
The average amount of short-term credit
from banking and other corporations
19,372 22,155
The average amount of long-term loans 4,318 6,269
The average amount of credit from suppliers 25,042 31,613
The average amount of credit to customers 63,259 51,573

7. Effects of inflation and interest

In the first three months of 2025, the Consumer Price Index increased by approximately 1.1%, compared to an increase of approximately 1.0% in the corresponding period last year. According to the Bank of Israel forecast from April 2025, the inflation rate during the four next quarters (ending on the first quarter of 2026) is expected to be 2.5% and the inflation rate in 2025 is expected to be 2.6%.

In April 2025, the Bank of Israel decided to leave the Bank of Israel interest rate unchanged at 4.5%. In May 2025, the US Federal Reserve decided to leave the interest rate at 4.5%. In April 2025, the European Central Bank announced a further reduction in the interest rate to 2.4%.

The Company estimates that the effect of inflation on the results of its operations is not expected to be material, among other things, since the Company's obligations to banks are not linked to the CPI. However, the highinterest rate environment may have a negative impact on the Company's results due to an increase in financing expenses for the current credit lines (in Israel and abroad) that are subject to variable interest rates.

For additional details regarding the effects of inflation and interest rates, see Section 6.2.2 in Chapter A of the Hebrew Version and section 7 in Chapter B attached to the periodic report for 2024.

The Company's assessment regarding the effect of changes in interest rates and inflation on its financial position, the results of its operations, its financing expenses and its cash flows, is based on forward-looking information as defined in the Securities Law, 1968. This assessment may not be realized, in whole or in part, or may be realized in a materially different way than expected, among other things, as a result of events that are beyond the company's control.

8. Disclosure regarding the consequences of the war and the security situation in Israel

Further to what is described in Section 6.2.5 of Chapter A of the Hebrew Version attached to the Periodic Report for 2024, as of the publication date of this report, the State of Israel is still at war in Gaza and under high security tensions on additional fronts such as Judea and Samaria, Syria, Lebanon, Iran and Yemen (above and below: "the War").

The continued fighting and uncertainty continue to have their effects on the Israeli economy and the cost of living, also in the first quarter of 2025.

Since the outbreak of the war, the Company has continued regular activity at all of its sites in Israel without any impact on production and product supply. It should be noted that most of the customers to whom sales are made in Israel are exporters, so it appears that the war has little impact on global demand for their products.

As of the date of this report, the Company's assessment in the short and medium term, based on the information in its possession as of the approval date of the financial statements, is that the security situation is not expected to have a material impact on results of its operations. However, the continuation of the war for a period of over a year and a half and its spread to other fronts increases uncertainty and negative sentiment towards Israel and may impede future operations. The Company is unable to predict the continuation of the war and the extent of the future effects of security tensions, if any, on the Company's operations and business results. The Company is continuously monitoring developments, including examining the implications on the Company's operations.

For additional details regarding the war and its impact, including its impact on the Company, see Section 6.2.5 in Chapter A of the Hebrew Version attached to the Periodic Report for 2024.

The foregoing, including the Company's assessments regarding the impact of the war on its operations, is forward-looking information, as defined in the Securities Law, -1968, which may not materialize or may materialize in a materially different manner, due, among other things, to the uncertainty surrounding the war, its scope, duration and impact on the Israeli economy in general and the Company's activities in particular.

9. Critical accounting estimates

There were no material changes with respect to the details regarding significant accounting estimates and judgments in Note 2 to the consolidated financial statements attached to the Hebrew Version of the periodic report for 2024.

10. Corporate governance aspects

10.1 Disclosure in relation to directors with accounting and financial skills

There were no changes to the Board of Directors' determination regarding the minimum required number of directors with accounting and financial expertise, as detailed in the Board of Directors' report attached to the Periodic Report for 2024. For details regarding directors with accounting and financial expertise, see Regulation 26 in Chapter D of the Hebrew Version, Additional Details in the Periodic Report for 2024.

10.2 Independent directors

As of the date of this report, the Company has not adopted provisions in the articles of association regarding the proportion of independent directors, as defined in section 1 of the first supplement to the Companies Law.

10.3 Donations

The Company does not have a donations policy and during the first quarter of 2025, there were no changes in relation to the disclosure provided on this subject, as reflected in the Board of Directors' report attached to the periodic report for 2024.

11. Disclosure regarding the Company's internal auditor

During the quarter, there was no material change in relation to the data regarding the company's internal auditor as detailed in the Board of Directors report attached to the annual report for 2024.

The board of directors is grateful for the company's managers and employees for their dedicated work and the efforts they invested during the reporting period.

Yoav Weinberg Gillon Beck Co-chairmen of the Board of Directors Shahaf Shrager CEO

Date: May 13, 2025

Hiper Global Ltd.

Interim Condensed Consolidated Financial Statements

As of March 31, 2025

US dollars in thousands

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of
As of March 31, December 31,
2025 2024 2024
Unaudited Audited
\$ in thousands
Current Assets
Cash and cash equivalents 5,801 15,964 8,334
Trade receivables, net 70,052 49,921 56,465
Income receivable 1,395 1,257 1,722
Income tax receivable 908 461 848
Other accounts receivable 2,433 2,497 1,165
Inventory 67,448 76,245 73,910
Total current assets 148,037 146,345 142,444
Non-Current Assets
Other long-term accounts receivable 457 221 442
Deferred taxes 1,465 581 1,146
Fixed assets, net 5,801 5,534 5,972
Goodwill 7,355 7,332 7,325
Intangible assets, net 5,204 6,463 5,470
Right of use assets, net 11,594 5,992 12,196
Total non-current assets 31,876 26,123 32,551
Total assets 179,913 172,468 174,995

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of March 31,
December 31,
2025
2024
Unaudited
\$
in thousands
Audited
Current liabilities
Credit from banks and others 23,194 20,439 15,550
Current maturities of lease liabilities 2,075 2,008 2,126
Liability for PUT option to non-controlling interests 1,094 3,244 4,978
Trade payables 26,482 31,359 26,555
Prepaid income 5,387 1,979 5,359
Income tax payable 956 1,098 502
Other accounts payables 11,406 16,711 12,841
Total current liabilities 70,594 76,838 67,911
Non-Current Liabilities
Long term loans from banks and others 4,132 6,083 4,503
Contingent consideration in business combination - 1,403
Long term lease liabilities 10,398 4,334 -
10,815
Liabilities for employee benefits, net 407 441 407
Deferred taxes 72 107 80
Total non-current liabilities 15,009 12,368 15,805
Equity Attributable to Shareholders of the Parent
Company
Share capital 1,480 1,474 1,479
Premium on shares 11,178 10,879 11,137
Capital reserves 36,731 36,568 36,599
Retained earnings 44,921 34,341 42,064
Total equity 94,310 83,262 91,279
Total liabilities and equity 179,913 172,468 174,995
May 13, 2025
Date of approval of Yoav Weinberg
Gillon Beck
Shahaf Shrager Yossi Yaniv
the financial statements Co-chairmen of the
Board of Directors
CEO CFO

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

For the period of three months
ended on March 31
For the year
ended on
December 31
2025 2024
Unaudited Audited
\$ in thousands (except net earnings per share data)
Revenues 80,442 85,842 273,739
Cost of revenues 67,850 72,020 226,170
Gross profit 12,592 13,822 47,569
Selling and marketing expenses 3,303 3,220 11,951
General and administrative expenses 2,641 2,833 10,936
Other income, net )12( )6( )93(
5,932 6,047 22,794
Operating income 6,660 7,775 24,775
Financial expenses 674 1,161 5,257
Financial income 287 383 1,558
Income before taxes on income 6,273 6,997 21,076
Taxes on income 1,602 1,972 5,237
Net income 4,671 5,025 15,839

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

For the period of three months
ended on March 31
2025
For the year
ended on
December 31
2024
Audited
Unaudited
\$ in thousands
(except net earnings per share
data)
Other comprehensive income (after tax):
Amounts to be reclassified or reclassified
to profit or loss upon the occurrence of
specific conditions:
Adjustments from translation of financial
statements of foreign operations
80 )33( )52(
Amounts that will not be reclassified later
to profit or loss:
Gain from re-measurement of defined benefit
plans
- - 50
Total other comprehensive income (loss) 80 )33( )2(
Total comprehensive income 4,751 4,992 15,837
Net income attributed to:
Shareholders of the Company 4,671 5,025 15,839
Comprehensive income attributed:
Shareholders of the Company
4,751 4,992 15,837
Earnings per share
attributed to
shareholders of the Company (in Dollar):
Basic earnings per share 0.099 0.107 0.337
Diluted earnings per share 0.096 0.104 0.326

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Share
Capital
Premium
on Shares
Capital
reserve in
respect of
split
transaction
Capital
reserve for
translations
of financial
statements
of foreign
operations
Share-based
payment capital
reserve
Capital
reserve for
transaction
with
controlling
shareholder
Capital
reserve for
transactions
with non
controlling
interests
Retained
earnings
Total
Equity
Unaudited
For the period of three months
ended
March 31, 2025
\$ in thousands
Balance as of January 1, 2025
(audited)
1,479 11,137 35,307 )412( 1,897 44 )237( 42,064 91,279
Net income for the period
Other comprehensive income
for
- - - - - - - 4,671 4,671
the period - - - 80 - - - - 80
Total comprehensive income for
the period
- - - 80 - - - 4,671 4,751
Share based payment - - - - 93 1 - - 94
Issuance of shares 1 41 - - )42( - - - -
Dividend declared - - - - - - - )1,814( )1,814(
Balance as of March 31, 2025 1,480 11,178 35,307 )332( 1,948 45 )237( 44,921 94,310

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Share
Capital
Premium
on Shares
Capital
reserve in
respect of
split
transaction
Capital
reserve for
translations
of financial
statements
of foreign
operations
Share-based
payment capital
reserve
Capital
reserve for
transaction
with
controlling
shareholder
Capital
reserve for
transactions
with non
controlling
interests
Retained
earnings
Total
Equity
Unaudited
For the period of three months
ended March 31, 2024
\$ in thousands
Balance as of January 1, 2024
(audited)
1,472 10,722 35,307 )360( 1,799 36 )237( 30,756 79,495
Net income for the period
Other comprehensive loss for the
- - - - - - - 5,025 5,025
period - - - )33( - - - - )33(
Total comprehensive income
(loss) for the period
- - - )33( - - - 5,025 4,992
Share based payment - - - - 212 3 - - 215
Issuance of shares 2 157 - - )159( - - - -
Dividend declared - - - - - - - )1,440( )1,440(
Balance as of March 31, 2024 1,474 10,879 35,307 )393( 1,852 39 )237( 34,341 83,262

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Share
Capital
Premium
on Shares
Capital
reserve in
respect of
split
transaction
Capital
reserve for
translations
of financial
statements
of foreign
operations
Share-based
payment capital
reserve
Capital
reserve for
transaction
with
controlling
shareholder
Capital
reserve for
transactions
with non
controlling
interests
Retained
earnings
Total
Equity
\$ in thousands
Audited
For the year ended December
31, 2024
Balance as of January 1, 2024 1,472 10,722 35,307 (360) 1,799 36 (237) 30,756 79,495
Net income for the year - - - - - - - 15,839 15,839
Other comprehensive loss for the
year
- - - (52) - - - 50 (2)
Total comprehensive income
(loss) for the year - - - (52) - - 15,889 15,837
Share based payment - - - - 520 8 - - 528
Issuance of shares 7 415 - - )422( - - - -
Dividend declared - - - - - - - (4,581) (4,581)
Balance as of December 31, 2024 1,479 11,137 35,307 )412( 1,897 44 (237) 42,064 91,279

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the period of three months
ended on March 31
For the year
ended on
December 31
2025 2024 2024
Unaudited Audited
\$ in thousands
Cash flows from operating activities
Net income 4,671 5,025 15,839
Adjustments to reconcile net income to net
cash provided by operating activities:
Adjustments to profit and loss:
Depreciation and amortizations 1,337 1,132 4,815
Taxes on income 1,602 1,972 5,237
Increase (decrease) in provision for doubtful
accounts )6( )3( )22(
Increase (decrease) in provision for vacation and
recreation 254 252 3
Value adjustment of financial liabilities 11 423 754
Dividend to holders of PUT option 15 138 606
Change in employee benefits, net - 1 32
Interest and revaluation for short term credit, net 86 64 1,023
Interest and revaluation of long-term loans, net 97 53 371
Other financial income, net 92 )107( 131
Cost of share-based payment 94 215 528
3,582 4,140 13,478
Changes in asset and liability items:
Decrease (increase) in trade receivables and
income receivable )13,224( 3,981 )3,020(
Decrease (increase) in other accounts receivable )1,481( )2( 1,733
Decrease (increase) in inventory 6,493 )801( 1,530
Increase (decrease) in trade payables )25( )2,800( )7,632(
Increase (decrease) in prepaid income 28 859 4,239
Increase (decrease) in other accounts payable )3,371( 697 )2,899(
)11,580( 1,934 )6,049(
Cash paid and received during the period for:
Taxes on income paid )1,385( )1,636( )7,065(
Taxes on income received 61 165 449
)1,324( )1,471( )6,616(
Net cash provided by (used in) operating activities )4,651( 9,628 16,652

HIPER GLOBAL LTD INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the period of three months
ended on March 31
For the year
ended on
December 31
2025 2024 2024
Unaudited Audited
\$ in thousands
Cash flows from investing activities
Purchase of fixed assets )68( )217( )1,476(
Purchase of intangible assets )84( )39( )64(
Interest received 140 122 290
Increase in other investments )7( )16( )320(
Net cash used in investing activities )19( )150( )1,570(
Cash flows from financing activities
Short term credit from banks and others, net 7,761 )2,956( )6,015(
Interest paid )575( )397( )2,006(
Dividend to holders of PUT option )132( )109( )583(
Dividend paid - )1,440( )4,581(
Principal payment of lease liabilities )683( )475( )2,038(
Exercise of PUT option )3,895( - -
Repayment of long-term loans )371( )755( )4,120(
Net cash provided by (used in) financing
activities
2,105 )6,132( )19,343(
Increase (decrease) in cash and cash
equivalents )2,565( 3,346 )4,261(
Exchange rate differences for cash and cash
equivalents 32 )3( )26(
Balance of cash and cash equivalents at the
beginning of the period 8,334 12,621 12,621
Balance of cash and cash equivalents at the end
of the period
5,801 15,964 8,334
Appendix A
Significant non-cash activity
Recognition of right of use assets and lease
liabilities 89 195 8,278
Dividend declared and not yet paid 1,814 1,440 -

NOTE 1 – GENERAL

a. Hiper Global Ltd. was incorporated and registered in Israel on October 14, 2021. The Company is defined as a resident of Israel. The Company's address is 8-10 Hamelacha Street, Rosh Ha'ayin ("the Company").

The Company was established by N.B.A. Trusts Ltd. as a trust for the shareholders of Emet Computing Ltd. ("Emet"). Emet, which is a sister company to the Company, was incorporated on November 25, 1984 and its shares were listed for trading on the Tel Aviv Stock Exchange in January 1993.

The Company was established in order to receive the OEM activity (as defined below) of Emet, including the holdings in its subsidiaries engaged in OEM activity, in accordance with the structure change agreement approved by the Company's board of directors on February 27, 2022 (the "structure change agreement" or "the Split Agreement").

The Company's operation is OEM (Original Equipment Manufacturer) computing - in which the Company is engaged in the characterization, planning and assembly of customized computerized systems that will be integrated into its customers' products. This activity includes analysis and technical characterization services of the appropriate computing platform, product planning, defining the appropriate infrastructures (hardware and software), performing planning and development processes for mechanical solutions, electricity, electronics and thermal analyzes of the product, management and documentation of the engineering information - including building product portfolios, management of production processes and planning and execution of product quality testing processes. In addition, the activity includes a service of full management of the logistics production and supply processes, among other things, management of the supply chain of assembled systems according to the customer's definitions. (the "OEM field", or the "OEM activity", or "OEM").

Furthermore, on March 9, 2022, the Company's shares were listed for trading on the Tel Aviv Stock Exchange.

b. Definitions:

The Company - Hiper Global Ltd.
The Group - The Company and its subsidiaries (as defined below)
Subsidiaries Companies over
which the Company has control (as
defined in IFRS 10), directly or indirectly, whose
financial statements are fully consolidated with the
Company's statements.
Related parties - As defined in IAS 24
Interested parties - As defined in the Securities Law -1968 including its
regulations
Controlling shareholders - As defined in the Securities Regulations (annual
financial statements) -2010

NOTE 1 – GENERAL (Cont.)

c. "Swords of Iron" War

In October 2023, the "Swords of Iron" war ("The war") broke out in Israel. The continuation of the war (until this date) led to a slowdown in business activity in the Israeli economy due to, among other things, the closing of factories in the south and north of the country, damage to infrastructure, the recruitment of reservists, as well as the disruption of economic activity in Israel. Since the outbreak of war, the Company has continued ordinary operations in Israel at all of its sites without any disruption to production and product supply. As of the date of this report and based on the information in its possession as of the approval date of the financial statements, the Company estimates that the war in its current form is not expected to have a material impact on the results of its operations.

d. The Tariff Program of the US Government

On April 2, 2025, the Trump administration announced the imposition of reciprocal tariffs on the import of goods from many countries around the world to the United States, with a total tariff of 17% imposed on imports from Israel. The tariff applies only to goods and does not apply to services, and a list of approximately one thousand categories of products to which the tariffs will not apply was also published, including computer products. On April 9, 2025, President Trump announced that the tariff program is put on hold for 90 days and at the same time announced that the tariff rate on Israel would be reduced to 10%.

As of the date of this report, in light of the uncertainty surrounding the matter, and based on the information in its possession as of the approval date of the financial statements, the new trade policy does not appear to have a material impact on the Company. The Company will continue to monitor economic and regulatory developments in the US market and adjust its strategy accordingly.

e. Restrictions on Chip Export from the US

Before the end of President Biden's term, regulations were published in the US in January 2025 regarding new restrictions in the field of artificial intelligence (AI) processors, which include severe restrictions on the export of advanced chips to foreign countries, including the State of Israel. According to the new regulations, companies operating in the US will be prohibited from selling advanced chips to certain countries (mainly China and Russia), at the same time significant tariffs will be imposed, and special licensing will be required for the export of chips to the rest of the world, including Israel. The regulations are scheduled to enter into force on May 15, 2025. In early May 2025, the Trump administration announced its intention to make changesto the regulations. As of the date of this report, the changes have not yet been published. In light of the uncertainty surrounding the matter, as of the date of the report, the Company estimates, based on the information available to it, that this announcement does not appear to have a material impact on the Company's results, however, the Company is continuously monitoring the developments in the above matter.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

a. Basis for preparing financial statements

These financial statements were prepared in a condensed format as of March 31, 2025 and for the three-month period ended on that date (hereinafter – interim consolidated financial statements). These statements should be read in conjunction with the Company's annual consolidated financial statements as of December 31, 2024 and for the year ended on that date and the accompanying notes (hereinafter – the "annual consolidated financial statements").

The interim consolidated financial statements are prepared in accordance with International Accounting Standard IAS 34 Interim Financial Reporting, and in accordance with the disclosure provisions pursuant to Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.

The accounting policies applied in the preparation of the interim condensed consolidated financial statements are consistent with those applied in the preparation of the annual consolidated financial statements.

b. Operating cycle period

The Group's operating cycle period is 12 months.

c. Below is data on the exchange rates of the NIS and the pound sterling during the reporting periods compared to the US dollar:

As of March 31, As of
December 31,
2025 2024 2024
Representative exchange rate of 1 NIS 0.269 0.272 0.274
Representative exchange rate of 1 Pound Sterling 1.294 1.264 1.254

Rate of change in percentage:

For the period of three months
ended on March 31
2025 2024 2024
%
Representative exchange rate of 1 NIS (1.82) (1.45) (0.72)
Representative exchange rate of 1 Pound Sterling 3.16 (0.78) (1.55)

NOTE 3 – REVENUES

For the period of three months
ended on March 31
For the year
ended on
December 31
2025 2024 2024
\$ in thousands
Geographic information
The revenues reported in the financial statements
were generated in Israel and abroad based on
the location of the operation as follows:
Israel 52,271 48,290 159,473
USA 24,617 35,118 97,928
Other (including Germany, Switzerland and UK) 3,554 2,434 16,338
80,442 85,842 273,739

NOTE 4 – INFORMATION REGARDING OPERATING SEGMENTS

General

In accordance with international financial reporting standard number 8 - Operating segments (IFRS 8), the group presents the segment information in the same way that the group's main operational decision maker ("CODM") uses it for the purpose of evaluating performance and for making the group's operational decisions.

Further to Note 26 to the annual financial statements of the Hebrew Version (Note 3 in the English Version), during 2024 the Company re-examined the manner of segment reporting. In previous periods, the Company grouped the results of the UK segment together with the US segment. In light of the Company's latest work plans and the profitability forecasts of the Company's foreign activities, the Company concluded that the reporting of the UK segment should be separated from the results of the US segment and grouping should be discontinued. Effective with the annual reports for 2024, the Company includes the results of the UK segment within Other segment, in which the results of the Company's activities in Western Europe (mainly Germany and Switzerland) will also be presented.

The group operates and manages its business mainly on the basis of the geographical location of its activities and accordingly measures and presents three reportable activity segments, as follows:

    1. Israel segment includes OEM activity in Israel.
    1. US segment includes OEM activity in US
  • Other segment – includes OEM activity in Europe; Through the group's subsidiaries in England and Switzerland, as well as additional activity carried out in Germany.

NOTE 4 – INFORMATION REGARDING OPERATING SEGMENTS (Cont.)

The accounting policy of the aforementioned operating segments is the same as that presented in note 2 in regarding the accounting policy at the Hebrew version.

The results of the segments are measured on the basis of operating income, as included in the reports which are regularly reviewed by the CODM. Also, the segment profits reported to the CODM include items directly attributable to the segment and items that can be attributed on a reasonable basis.

For the period of three months ended on March 31, 2025
Israel US Other Adjustments Consolidated
\$ in thousands
Unaudited
Information on comprehensive
income
Revenues
External revenues 52,271 24,617 3,554 - 80,442
Intersegment revenues 2,092 360 - )2,452( -
Total revenues 54,363 24,977 3,554 )2,452( 80,442
Segment results 4,699 1,896 65 - 6,660
Financial expenses 674
Financial income 287
Income before taxes on income 6,273
Depreciation and amortizations 619 657 61 - 1,337
Segment Assets 115,398 64,610 11,168 )11,263( 179,913
Segment Liabilities 43,726 46,226 6,914 )11,263( 85,603

HIPER GLOBAL LTD

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – INFORMATION REGARDING OPERATING SEGMENTS (Cont.)

Israel
US
Other
Adjustments
For the period of three months ended on March 31, 2024
Consolidated
\$ in thousands
Unaudited
Information on comprehensive
income
Revenues
External revenues
48,290
35,118
2,434
-
85,842
Intersegment revenues
1,414
313
-
)1,727(
-
Total revenues
49,704
35,431
2,434
)1,727(
85,842
Segment results
4,634
3,481
)340(
-
7,775
Financial expenses
Financial income
1,161
383
Income before taxes on income 6,997
Depreciation and amortizations
638
480
14
-
1,132
Segment Assets
107,221
66,793
7,818
)9,364(
172,468
Segment Liabilities
42,757
51,817
3,996
)9,364(
89,206
For the year ended on December 31, 2024
Israel
US
Other
Adjustments
Consolidated
\$ in thousands
Audited
Information on comprehensive
income
Revenues
External revenues
159,473
97,928
16,338
-
273,739
Intersegment revenues
6,763
1,161
2
(7,926)
Total revenues
166,236
99,089
16,340
(7,926)
-
273,739
Segment results
15,929
8,844
2
-
24,775
Financial expenses
Financial income
5,257
1,558
Income before taxes on income 21,076
Depreciation and amortizations
2,556
2,045
214
-
4,815
Segment Assets
109,155
75,479
9,279
(18,918)
174,995

NOTE 5 – EVENTS AFTER THE REPORTING PERIOD

  • A. In January 2025, most of the minority shareholders in the subsidiary Hiper Global US LLC exercised their put option. Following the exercise, the holding in the company increased to 98.2%.
  • B. On March 13, 2025, the Company's board of directors declared a dividend of NIS 0.14 per share and a total amount of approximately \$1,814 thousand. The effective date was set for March 23, 2025.
  • C. After the reporting period date, in April 2025, a foreign subsidiary entered into an agreement to acquire 100% of the issued and paid-up share capital of a foreign company engaged in areas of activity similar to those of the group companies, with global customers abroad. According to the agreement, the Company paid the sellers a total of approximately \$ 3.9 million. Furthermore, additional future consideration was determined subject to the fulfillment of conditions defined in the agreement related to the business results of the acquired company, which will be paid over the next two years. The acquisition was financed through a long-term loan that will be repaid after 7 years on April 30, 2032, by quarterly repayment of principal and interest, when the first interest payments commencing on July 30, 2025 and the first principal payment due on July 30, 2026. The loan bears variable annual interest at the base interest in foreign currency plus a margin of 2.9% per annum.

The results of the acquired company's operations will be reflected starting from the consolidated report for the second quarter of 2025 and will be reported under the "Other" segment in the note regarding operating segments.

As of the publication date of the financial statements, the work of allocating the acquisition cost by an independent external appraiser of the acquisition cost to assets and liabilities has not yet been completed.

D. On May 13, 2025, the Company's Board of Directors declared a dividend distribution at a rate of 0.105 NIS per share and a total amount of approximately \$ 1,396 thousand. The effective date is set for May 27, 2025.

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